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HomeMy WebLinkAboutAgenda Packet_2022-05-17City Council Meeting Packet May 17, 2022 SPECIAL CLOSED SESSION MEETING - 4:00 PM REGULAR OPEN MEETING - 5:45 PM (Immediately following the Closed Session Meeting) CITY COUNCIL CHAMBER 22 Civic Center Plaza Santa Ana, CA 92701 Vicente Sarmiento Mayor Thai Viet Phan Councilmember —Ward 1 Jessie Lopez Councilmember - Ward 3 Johnathan Ryan Hernandez Councilmember - Ward 5 David Penaloza Councilmember - Ward 2 Phil Bacerra Mayor Pro Tem - Ward 4 Nelida Mendoza Councilmember - Ward 6 Mayor and Council telephone: 714-647-6900 Agenda item inquiries: 714-647-6520 Sonia R. Carvalho Kristine Ridge City Attorney City Manager Daisy Gomez Clerk of the Council In compliance with the Americans with Disabilities Act (ADA), if you need special assistance to participate in this Meeting, ®contact Michael Ortiz, City ADA Program Coordinator, at (714) 647-5624. Notification 48 hours prior to the Meeting will enable the City to make reasonable arrangements to assure accessibility to this meeting. The City Council agenda and supporting documentation can be found on the City's website — www.santa-ana.org/city-meetings. City Council 1 5/17/2022 CITY VISION AND CODE OF ETHICS The City of Santa Ana is committed to achieving a shared vision for the organization and its community. The Vision, Mission and Guiding Principles (Values) are the result of a thoughtful and inclusive process designed to set the City and organization on a course that meets the challenges of today and tomorrow, as follows: Vision - The dynamic center of Orange County which is acclaimed for our: Investment in youth • Safe and healthy community • Neighborhood pride • Thriving economic climate - Enriched and diverse culture • Quality government services Mission - To deliver efficient public services in partnership with our community which ensures public safety, a prosperous economic environment, opportunities for our youth, and a high quality of life for residents. Guiding Principles - Collaboration • Efficiency • Equity • Excellence • Fiscal Responsibility - Innovation • Transparency Code of Ethics and Conduct - At the Special Municipal Election held on February 5, 2008, voters approved an amendment to the City Charter which established the Code of Ethics and Conduct for elected officials and members of appointed boards, commissions, and committees to assure public confidence. The following are the core values expressed: - Integrity • Honesty • Responsibility • Fairness • Accountability • Respect • Efficiency City Council 2 5/17/2022 Members of the public may attend the City Council meeting in -person or join via Zoom. The City Council meeting will occur live via teleconference Zoom webinar. You may view the meeting from your computer, tablet or smart phone via YouTube LiveStream at www.youtube.com/user/SantaAnaLibrary or on CTV3, available on Spectrum channel 3. PUBLIC COMMENTS — Members of the public who wish to address the City Council on closed session items, items on the regular agenda or on matters which are not on the agenda, but are within the subject matter jurisdiction of the City Council may do so by one of the following ways: • MAILING OPTION written communications — Public comments may be mailed to: Office of the Clerk of the Council, 20 Civic Center Plaza M-30, Santa Ana, CA 92701. All written communications received via mail by 3:00 p.m. on the day of the meeting will be distributed to the City Council and imaged into the City's document archive system which is available for public review. • SENDING E-MAIL OPTION — Public comments may be sent via email to the City Clerk's office at eComment(a)santa-ana.org. Please note the agenda item you are commenting on in the subject line of the email. All emails received before 3:00 p.m. on the day of the meeting will be distributed to the City Council and imaged into the City's document archive system which is available for public review. • LIVE VIRTUAL OPTION — Members of the public may provide live comments during the meeting by Zoom or Conference Call. To join by Zoom click on or type the following address into your web browser https://us02web.zoom.us/j/315965149. To join the Conference Call: Dial (669) 900-9128 and enter MEETING ID: 315 965 149#. You will be prompted by the City Clerk when it is time for a: i) closed session item, ii) general agenda item, iii) public hearing item, iv) special agenda item, or v) for Housing Authority item. You may request to speak by dialing *9 from your phone or you may virtually raise your hand from Zoom. After the Clerk confirms the last three digits of the caller's phone number or Zoom ID and unmutes them, the caller must press *6 or microphone icon to speak. Callers are encouraged, but not required, to identify themselves by name. Each caller will be provided three (3) minutes to speak, unless due to the number of speakers wanting to speak a decision is made to provide a different amount of time to speak. • IN -PERSON OPTION - Members of the public can provide in -person comments at the podium in the Council Chamber. The Council Chamber will have seating available for members of the public to attend the meeting in -person. Face coverings are required for members of the public who enter City buildings. Public comments are limited to three (3) minutes per speaker, unless a different time is announced by the presiding chair. Speakers who wish to address the Council must do so by submitting a "Request to Speak" card by 4:00 p.m. for Closed Session items and by 6:00 p.m. for all other designated public comment periods as listed below. Cards will not be accepted after the Public Comment Session begins without the permission of the presiding chair. The following designated public comment periods are: 1. LIVE PUBLIC COMMENTS ON CLOSED SESSION ITEMS —You can provide live comments on closed session items by joining Zoom or the Conference Call as described in City Council 3 5/17/2022 the LIVE or IN -PERSON PUBLIC COMMENTS OPTION above. Speaker queue will open at 3:30 p.m. YOU MUST JOIN ZOOM OR THE CONFERENCE CALL BY 4:00 p.m. Speakers who are not in the speaker queue by 4:00 p.m. will not be permitted to speak. 2. LIVE PUBLIC COMMENTS ON REGULAR AGENDA ITEMS AND NON -AGENDA ITEMS (GENERAL PUBLIC COMMENT) — You can provide comments by joining Zoom or the Conference Call as described in the LIVE or IN -PERSON PUBLIC COMMENTS OPTION above. Speaker queue will open at 4:30 p.m. YOU MUST JOIN ZOOM OR THE CONFERENCE CALL PRIOR TO 6:00 p.m. Speakers who are not in the speaker queue by 6:00 p.m. will not be permitted to speak. 3. LIVE PUBLIC COMMENTS ON PUBLIC HEARING ITEMS —You can provide comments by joining Zoom or the Conference Call as described in the LIVE or IN -PERSON PUBLIC COMMENTS OPTION above. Speakers not in the queue by 6:00 p.m. will not be permitted to speak. About the Agenda To download or view the attachments (staff report and other supporting documentation) for each agenda item, you must select the agenda item to see the attachments to either open in a new link (the eyeball <!!>) or download a pdf (the cloud symbol with the down arrow ). City Council 4 5/17/2022 SPECIAL CLOSED SESSION CALL TO ORDER ATTENDANCE Council Members Mayor Pro Tern Mayor City Manager City Attorney Clerk of the Council ROLL CALL Johnathan Ryan Hernandez Jessie Lopez Nelida Mendoza David Penaloza IIITmy aaiMI Phil Bacerra Vicente Sarmiento Kristine Ridge Sonia R. Carvalho Daisy Gomez PUBLIC COMMENTS — Members of the public may address the City Council on Special Closed Session items. 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: 1. CONFERENCE WITH LEGAL COUNSEL -EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: A. Sumon Nicole v. City of Santa Ana, Orange County Superior Court, Case No. 30- 2020-01161215. 2. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Agency Negotiators: Human Resources Executive Director, Jason Motsick Employee Organizations: • Santa Ana Police Officers Association (POA) • Santa Ana Police Management Association (PMA) • Service Employees' International Union (SEIU) Full -Time Employees • Service Employees' International Union (SEIU) Part-time Civil Service Employees • Service Employees' International Union (SEIU) Part -Time Non -Civil Service Employees • Confidential Association of Santa Ana (CASA) • Santa Ana Management Association (SAMA) City Council 5 5/17/2022 3. PUBLIC EMPLOYEE PERFORMANCE EVALUATION Pursuant to Government Code Section 54957 Title: Clerk of the Council, City Attorney and City Manager CLOSED SESSION REPORT — The City Attorney will report on any action(s) to be taken at the Regular Open Session which will begin immediately following the Closed Session. RECESS — City Council will recess to Closed Session for the purpose of conducting regular City business. RECONVENE — City Council will reconvene to continue regular City business. City Council 6 5/17/2022 CITY COUNCIL REGULAR OPEN SESSION CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE Mayor Sarmiento WORDS OF INSPIRATION Reverend Lee de Leon CEREMONIAL PRESENTATIONS 1. Certificate of Recognition presented by Mayor Sarmiento to the Orange County School of the Arts Ambassador Jazz Orchestra for Outstanding Musical Contributions to the Community. 2. Proclamation presented by Mayor Pro Tern Bacerra to the Santa Ana Public Works Agency declaring May 15-21, 2022, as National Public Works Week. 3. Proclamation presented by Councilmember Hernandez and Councilmember Lopez to Santa Ana Active Streets declaring May 2022, as National Bike Month. 4. Certificate of Recognition presented by Councilmember Lopez to Ernesto Cisneros for Outstanding Contributions to Children's Literature. STAFF PRESENTATIONS 5. COVID-19 Update in the Community CLOSED SESSION REPORT — The City Attorney will report on any action(s) from Closed Session. PUBLIC COMMENT — Public comments will be held during the beginning of the meeting for ALL comments on agenda and non -agenda items, with the exception of public hearings. Comments for public hearings will take place after the hearing is opened. I CONSENT CALENDAR RECOMMENDED ACTION: Approve staff recommendations on the following Consent Calendar Items: 6 through 36. 6. Excused Absences Department(s): Clerk of the Council Office Recommended Action: Excuse the absent members. 7. Minutes from the Regular Meeting of April 19, 2022 Department(s): Clerk of the Council Office City Council 7 5/17/2022 Recommended Action: Approve minutes. 8. Appoint Duane Rohrbacher nominated by Councilmember Penaloza as the Ward 2 representative to the Environmental and Transportation Advisory Commission for a partial -term expiring December 13, 2022 Department(s): Clerk of the Council Office Recommended Action: Appoint Duane Rohrbacher to the Environmental and Transportation Advisory Commission representing Ward 2 and administer Oath of Office. 9. Remove Leonel Flores and Appoint Jeffrey Katz Nominated by Councilmember Mendoza as the Ward 6 Representative to the Arts and Culture Commission for a Partial -term Expiring December 13, 2022 Pursuant to SAMC Section 2-326; a board or commission member may be removed by the City Council by the affirmative votes of a majority of the Council. Department(s): Clerk of the Council Office Recommended Action: Remove Leonel Flores and appoint Jeffrey Katz as the Ward 6 representative from the Arts and Culture Commission and administer Oath of Office to newly appointed. 10. Remove Roy Afusia and Appoint Ana Padilla Nominated by Councilmember Mendoza as the Ward 6 representative to the Community Development Commission for a partial -term expiring December 13, 2022 Pursuant to SAMC Section 2-326; a board or commission member may be removed by the City Council by the affirmative votes of a majority of the Council. Department(s): Clerk of the Council Office Recommended Action: Remove Roy Afusia and appoint Ana Padilla as the Ward 6 representative from the Community Development Commission and administer Oath of Office to newly appointed. 11. Adopt Ordinance -AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING A POLICY FOR THE USE OF MILITARY EQUIPMENT BY THE SANTA ANA POLICE DEPARTMENT First reading at the May 3, 2022 City Council meeting and approved by a vote of 4-2-1 (Hernandez, Lopez dissented and Sarmiento absent). Published in the Orange County Reporter on May 6, 2022. Department(s): Police Department Recommended Action: Place ordinance on second reading and adopt. City Council 8 5/17/2022 12. Receive and File 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 Department(s): Finance and Management Services Recommended Action: Receive and file Quarterly Report of Contracts entered into between January 1, 2022 to March 31, 2022, valued at up to $50,000 for non-public works contracts and agreements and up to $250,000 for public works contracts and agreements. 13. Receive and File Quarterly Report of Investments as of March 31, 2022 Department(s): Finance and Management Services Recommended Action: Receive and file. 14. Adopt a Resolution Approving the Parks, Facilities, Trails and Open Space Master Plan Department(s): Parks, Recreation, and Community Services Recommended Action: Resolution No. 2022-XXX — Adopt a resolution approving the Parks, Facilities, Trails and Open Space Master Plan. 15. Award a Construction Contract to All American Asphalt in the Amount of $2,109,832 for the Local Street Preventative Maintenance Fiscal Year (FY) 2021-22 Project with an Estimated Project Delivery Cost of $2,778,000 (Project No. 22-6907) (Non - General Fund) Department(s): Public Works Agency Recommended Action: 1. Award a construction contract to All American Asphalt, the lowest responsible bidder, in accordance with the base bid in the amount of $2,109,832, for construction of the Local Street Preventative Maintenance FY 2021- 22, for the term beginning May 17, 2022 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 $2,778,000, which includes $2,109,832 for the construction contract, $316,500 for contract administration, inspection and testing, and a $351,668 project contingency for unanticipated or unforeseen work. 16. Approve the Second Amendment to the Construction Contract with CJ Concrete Construction, Inc., to Increase the Contract Amount by $2,000,000 to Perform Additional Concrete Repairs through the End of Project Completion (Project No.22- 6970) (General and Non -General Fund) Department(s): Public Works Agency City Council 9 5/17/2022 Recommended Action: 1. Authorize the City Manager to approve the second amendment to the construction contract with CJ Concrete Construction, Inc., by an increase of $2,000,000, to perform additional concrete improvements through the end of project completion, for a new estimated project delivery cost of $3,700,000. 2. Approve the revised Project Cost Analysis increasing Construction Administration, Inspection, and Testing by $50,000 and the project contingencies by $1,950,000, for a new estimated project delivery cost of $3,700,000. 17. Amend the Blanket Order Contract for Chain Link Fence Rental/Portable Restroom Rental in the amount of $50,000 (Specification No. 16-059) (General Fund) Department(s): Parks, Recreation, and Community Services Recommended Action: Authorize the City Manager to amend the annual amount of the blanket order contract with United Site Service, Inc. for citywide chain link fence rentals/portable restroom rentals by $50,000 for a new total annual amount not to exceed $ 285,400, subject to non -substantive changes approved by the City Manager and City Attorney. 18. Award a Purchase Order to Western Truck Exchange for Two Ford Super Duty F-550 Stake Bed Trucks for the Parks, Recreation and Community Services Agency in the Amount of $211,278 (Specification No. 22-034) (General Fund) Department(s): Public Works Agency Recommended Action: Authorize a one-time purchase and payment of purchase order to Western Truck Exchange for the purchase of two Ford Super Duty F-550 Stake Bed Trucks for the Parks, Recreation and Community Services Agency, in the amount of $211,278 plus a contingency of $20,000, for a total amount not to exceed $231,278, subject to non -substantive changes approved by the City Manager and City Attorney. 19. Award a Purchase Order to Bucher Municipal for One Bucher CityCat V20 Mini Street Sweeper, to Sweep Bike Lanes, in the Amount of $200,175 (Specification No. 22- 066) (General Fund & Non -General Fund) Department(s): Public Works Agency Recommended Action: Authorize a one-time purchase and payment of purchase order to Bucher Municipal for the purchase of one Bucher CityCat V20 Mini Street Sweeper to sweep bike lanes, in the amount of $185,175, plus a contingency of $15,000, for a total amount not to exceed $200,175, subject to non -substantive changes approved by the City Manager and City Attorney. 20. Approve Appropriation Adjustment and Award a Purchase Order to Daktronics, Inc. for the Purchase of a Scoreboard and Sound System Replacement and Marquee Retrofit in an Amount Not to Exceed $705,761 (Project No. 22-2753 and 22-1306) (Non -General Fund and Revive Santa Ana Program) City Council 10 5/17/2022 Department(s): Parks, Recreation, and Community Services Recommended Action: 1. Approve an Appropriation Adjustment recognizing revenue received in Fiscal Year 2021-22 in the amount of $358,599 in the Residential Development District 2, District Park Acquisition & Development Fees revenue account and appropriating the same amount into the Residential Development District 2, Improvements Other Than Building expenditure account for FY 2021-2022 capital operating expenses. (Requires five affirmative votes) 2. Award a one-time purchase order to the Daktronics, Inc. for the purchase of a scoreboard and sound system replacement and marquee retrofit at the Santa Ana Stadium in an amount not to exceed $705,761, subject to non -substantive changes approved by the City Manager and City Attorney. 3. Approve an amendment to the Fiscal Year 2021-22 Capital Improvement Program to modify the New Stadium Scoreboard and Marquee Projects. 21. Approve an Appropriation Adjustment and Approve an Agreement with Tetra Tech, Inc. for Engineering Services in an Amount not to Exceed $830,000 for up to a Five - Year Term (Project No. 19-6496) (Non -General Fund) Department(s): Public Works Agency Recommended Action: 1. Authorize the City Manager to execute an agreement with Tetra Tech, Inc. for engineering services for pressure control station relocation and transmission main improvements for a three-year period beginning May 17, 2022 and expiring May 16, 2025, with provisions for one, two-year renewal period exercisable by the City Manager and City Attorney, in an amount not to exceed of $830,000, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-XXX). 2. Approve an appropriation adjustment to recognize $270,000 of prior -year fund balance in the Water Fund, Public Works Water Revenue, Prior Year Carryforward revenue account, and appropriate the same amount to the Acquisition & Construction, Water Utility Capital Projects, Water Capital Project expenditure account. (Requires five affirmative votes) 3. Approve an amendment to the Fiscal Year 2021-22 Capital Improvement Program to include $270,000 in engineering funds for the SA-2 Pressure Control Station Relocation Project (No. 19-6496). 22. Approve an Amendment to the Agreement with Blue Technologies Smart Solutions for Access and Support Services for iManage Data Management Systems (General Fund) Department(s): City Attorney Office Recommended Action: Authorize the City Manager to execute an amendment to the agreement with Blue Technologies Smart Solutions ("BlueTech") to provide increased data storage for continued access and support services for the iManage Data City Council 11 5/17/2022 Management Systems ("iManage") for the remaining period of August 1, 2022 through July 31, 2024, increasing the annual billing amount by $4,800 for years two and three, for $30,050 annually, for the iManage System, and increasing the total not -to -exceed amount of the agreement to $95,350, which includes a $10,000 contingency, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-XXX). 23. Approve On -call Building Safety Division Services for the Planning and Building Agency (General and Non -General Fund) Department(s): Planning and Building Agency Recommended Action: Authorize the City Manager to execute agreements, as provided in the attached template approved as to form by the City Attorney, to engage each of the fourteen firms listed below for a period of three years, beginning May 17, 2022 through May 16, 2025, with the option to renew for up to one additional year, to provide on -call Building Safety Services for an aggregated not to exceed amount of $4,600,000 (Agreement No. 2022-XXX). 1. 4LEAF 2. BPR Consulting Group 3. Building Code Services Inc 4. CSG Consultant's Inc. 5. HR Green Pacific, Inc. 6. JAS Pacific 7. JLee Engineering, Inc. 8. OC Plan Review LLC 9. Scott Fazekas & Associates, Inc. 10. The Code Group, Inc. (VCA Code) 11. Transtech Engineers, Inc. 12. TRB & Associates 13. True North Compliance Services 14. West Coast Code Consultants, Inc. 24. Approve Agreement for a Learning Management System with Meridian Knowledge Systems, LLC (General and Non -General Fund) Department(s): Human Resources Recommended Action: Authorize the City Manager to execute an Agreement with Meridian Knowledge Solutions, LLC, to provide an annual subscription for a Learning Management System ("LMS") with an additional add -on with OpenSesame Plus 100 for web -based training content, for a three-year term from May 17, 2022 through June 30, 2025, with the option of two one-year extensions, in an amount not to exceed $311,7788, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-XXX). 25. Approve a Three -Year Agreement with HCI Environmental & Engineering Service for City Council 12 5/17/2022 Police Range Cleaning Services (General Fund) Department(s): Police Department Recommended Action: Authorize the City Manager to execute an agreement with HCI Environmental & Engineering Service for police firing range cleaning and ventilation system filter replacement for the period of June 1, 2022 through May 31, 2025 in an amount not to exceed $203,364, which includes a ten -percent contingency ($18,488), subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-XXX). 26. Approve Agreement Amendment with Siemens, Inc. for Citywide Security System Maintenance and Enhancements by Increasing the Agreement Amount $1,200,000 for the Remaining Term of the Agreement Department(s): Public Works Agency, Police Department, Human Resources Recommended Action: 1. Authorize the City Manager to execute a first amendment to the agreement with Siemens, Inc. for additional system enhancement and annual maintenance costs by increasing the agreement amount by $1,200,000, including a $100,000 contingency, for a total agreement amount not to exceed $3,382,870 for the remaining term of the agreement expiring October 31, 2023, subject to non - substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-XXX). 2. Approve the Project Cost Analysis for a total estimated delivery cost of $2,380,000, which includes $1,200,000 for the first amendment, $180,000 for contract administration, inspection and testing, and a $1,000,000 project contingency for additional sites. 27. Approve an Agreement with Superior Property Services, Inc. to Provide Hardscape Pavement Cleaning and Infectious Waste Removal Services for an Annual Amount not to exceed $316,642 (Non -General Fund) Department(s): Parks, Recreation, and Community Services Recommended Action: Authorize the City Manager to execute an agreement with Superior Property Services, Inc. to provide hardscape pavement cleaning and infectious waste removal services for an annual amount not to exceed $316,642, which includes a 20-percent contingency, for a term from July 1, 2022 through June 30, 2026, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-XXX). 28. Approve Agreements with Desmond, Marcello & Amster, LLC, Donna Desmond Associates, Paragon Partners, Monument, and Hodges Lacey & Associates, LLC for Various On -Call Right -of -Way Specialty Services in an Amount Not to Exceed $148,000 for a Three -Year Term (Non -General Fund) Department(s): Public Works Agency City Council 13 5/17/2022 Recommended Action: Authorize the City Manager to execute agreements with Desmond, Marcello & Amster, LLC, Donna Desmond Associates, Paragon Partners, Monument, and Hodges Lacey & Associates, LLC to provide right-of-way business goodwill appraisal services, property management, and furniture, fixtures, and equipment appraisal services in a shared aggregate amount not to exceed $148,000 for each specialty area, for a three-year term beginning May 17, 2022 and expiring May 16, 2025, with an option for two, one-year extensions, subject non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022- XXX). 29. Approve Agreements with Quality Fence Co., Inc. and United Site Services of California, Inc. for On -Call Chain Link Fencing Services in an Amount Not to Exceed $300,000 for a Three -Year Term (Non -General Fund) Department(s): Public Works Agency Recommended Action: Authorize the City Manager to execute an agreement with Quality Fence Co., Inc. and United Site Services, Inc. for on -call chain link fencing services, in a shared aggregate amount not to exceed $300,000 for a three-year term beginning May 17, 2022 and expiring May 16, 2025, with an option for two, one-year extensions, subject non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-XXX). 30. Approve an Appropriation Adjustment, Interagency Agreement with the Orange County Water District and Moulton Niguel Water District to Evaluate a Potential Emergency Interconnection, and Approve an Agreement with Stantec Consulting Services, Inc. in an Amount Not to Exceed $200,000 for a Three-year Term to Conduct a Preliminary Design Study and Environmental Analysis for an Emergency Water Distribution Interconnection (Non -General Fund) Department(s): Public Works Agency Recommended Action: 1. Authorize the City Manager to execute an agreement with Orange County Water District and Moulton Niguel Water District for a three-year term beginning on May 17, 2022 and ending on May 16, 2025 to conduct a preliminary design study and environmental analysis for an emergency water distribution interconnection, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-XXX). 2. Approve an appropriation adjustment to recognize $200,000 in reimbursement obligation funds from MNWD into the Water, Public Works Water Revenue, Expense Reimbursement revenue account and appropriate the same amount into the Water, Water Admin/Engineering, Contract Services — Professional expenditure account. (Requires five affirmative votes) 3. Authorize the City Manager to execute an agreement with Stantec Consulting Services, Inc., for a three-year term beginning on May 17, 2022, and ending on May 16, 2025, to evaluate a water interconnection with Moulton Niguel Water District, in an amount not to exceed $200,000, subject to non -substantive changes approved by the City Council 14 5/17/2022 City Manager and City Attorney (Agreement No. 2022-XXX). 31. Adopt a Resolution Authorizing the Executive Director of the Public Works Agency to Execute Grant Agreements with the California Department of Transportation for the King Street Urban Greening Project Department(s): Public Works Agency Recommended Action: Resolution No. 2022-XXX — Adopt a resolution authorizing the Executive Director of the Public Works Agency to execute grant agreements with the California Department of Transportation for the King Street Urban Greening Project (Agreement No. 2022-XXX). 32. Adopt a Resolution in Support of the Santa Ana River Watershed Weather Modification Pilot Program and Approve One-time Funding in the Amount of $10,000 for the Program (Non -General Fund) Department(s): Public Works Agency Recommended Action: 1. Resolution No. 2022-XXX — Adopt a resolution in support of the Santa Ana River Watershed Weather Modification Pilot Program. 2. Approve one-time funding in the amount of $10,000 to the Santa Ana Watershed Project Authority for the Weather Modification Pilot Program. 33. Use of Teleconferencing for Meetings of City Council and All Boards, Committees, and Commissions Pursuant to the Provisions of Assembly Bill 361 Department(s): Clerk of the Council Office Recommended Action: Resolution No. 2022-XXX — Adopt a resolution to consider continuing the use of teleconferencing for City Council, board, committee, and commission meetings pursuant to the provisions of Assembly Bill 361 for the next 30 days. 34. Amend Agreement with Universal Protection Service, LP, Dba Allied Universal Security Services, to Provide Security Guard Services at Various City Facilities by Extending the Term by an Additional Six Months and Increasing the Agreement Amount by $1,074,376 (General and Non -General Fund) Department(s): Public Works Agency Recommended Action: Authorize the City Manager to execute an amendment to the agreement with Universal Protection Service, LP, Dba Allied Universal Security Services, to provide security guard services at various City facilities, to extend the term of the agreement for an additional six-month term beginning June 1, 2022, through November 30, 2022, and increase the amount by $1,074,376, for a total agreement amount of $4,127,177, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-XXX). City Council 15 5/17/2022 35. Approve the Transfer of Ownership of Two City Camping Trailers; Recognize $238,070 into the General Fund from the Sale of 14 City Camping Trailers Department(s): Community Development Agency Recommended Action: Authorize the City Manager to transfer the ownership of two camping trailers to Suavecito Foundation for their use. 36. Resolution Apologizing to Chinese Immigrants and their Descendants Department(s): City Manager Office Recommended Action: Resolution No. 2022-XXX — Adopt a resolution apologizing to Chinese immigrants and their descendants for acts of fundamental injustice and discrimination seeking forgiveness and committing to the rectification of past policies and misdeeds. **END OF CONSENT CALENDAR** I BUSINESS CALENDAR 37. Discuss and Provide Direction Regarding a Proposed Voter Ballot Measure to Restructure Business Licensing Tax Rates and Chapter 21 of the Santa Ana Municipal Code Department(s): Finance and Management Services Recommended Action: Discuss and provide direction regarding a proposed Voter Ballot Measure for the November 8, 2022, General Election to: (1) restructure non - cannabis business license tax rates and charges with the aim of achieving an overall net revenue neutral result designed to reflect current best practices and to recognize the impact of home -based businesses and the new "gig" economy; and (2) provide a flexible Tax Holiday period for unlicensed, past due, or under -assessed businesses to obtain a valid business license or satisfy unpaid or unassessed taxes; and (3) align with closely associated provisions of SAMC Chapter 21. 38. Budget Workshop: Fiscal Year 22-23 Proposed General Fund Budget, Misc. Fees, Workforce Changes and Capital Improvement Plan Department(s): Finance and Management Services Recommended Action: Receive presentation and provide direction to staff. **END OF BUSINESS CALENDAR** City Council 16 5/17/2022 PUBLIC HEARINGS PUBLIC COMMENTS — Members of the public may address the City Council on each of the Public Hearing items. 39. Public Hearing - Approve Three Loan Agreements with Westview House L.P. (c/o Community Development Partners) for a total of $3,904,341 for the Development of the Westview House Affordable Housing Project Located at 2530 & 2534 Westminster Avenue; Approve a Subordination Agreement with Umpqua Bank; Conduct a TEFRA Hearing and Adopt a Resolution Approving the Issuance of Bonds (Non -General Fund) Legal notice published in the Orange County Report on May 4, 2022. Department(s): Community Development Agency Recommended Action: 1. Authorize the City Manager to execute a Loan Agreement with Westview House L.P. (c/o Community Development Partners) for $2,003,705 in HOME Investment Partnerships Program funds for the development of the Westview House affordable housing project located at 2530 & 2534 Westminster Avenue, Santa Ana, CA 92701 (APNs 198-132-21 and 198-132-23), subject to non - substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-XXX). 2. Authorize the City Manager to execute a Loan Agreement with Westview House L.P. (c/o Community Development Partners) for $1,514,113 in Inclusionary Housing funds for the development of the Westview House affordable housing project located at 2530 & 2534 Westminster Avenue, Santa Ana, CA 92701 (APNs 198-132-21 and 198-132-23), subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-XXX). 3. Authorize the City Manager to execute a Loan Agreement with Westview House L.P. (c/o Community Development Partners) for $386,523 in Rental Rehabilitation Program Funds for the development of the Westview House affordable housing project located at 2530 & 2534 Westminster Avenue, Santa Ana, CA 92701 (APNs 198-132-21 and 198-132-23), subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-XXX). 4. Authorize the City Manager to execute a Subordination Agreement with Umpqua Bank, to subordinate the City's three Loan Agreements to a senior loan, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-XXX). 5. Authorize the City Manager to execute a future Subordination Agreement with the State of California Department of Housing and Community Development, Citibank, and/or the County of Orange, for the City's three Loan Agreements, after the Westview House affordable housing project is complete, subject to approval as to form by the City Attorney (Agreement No. 2022-XXX). 6. Conduct a Tax Equity and Fiscal Responsibility Act Hearing in consideration of the issuance of tax-exempt bond financing by the California Statewide Communities City Council 17 5/17/2022 Development Authority on behalf of Westview House, LP, for the benefit of Westview House Apartments to finance the acquisition, construction, improvement, and equipping of the Project, an 85-unit multifamily rental housing project located at 2530 & 2534 Westminster Avenue, Santa Ana, California (APNs 198-132-21 and 198-132- 23). 7. Resolution No. 2022-XXX — Adopt a resolution approving the issuance of revenue bonds by the California Statewide Communities Development Authority in an amount not to exceed $45,000,000 for the purpose of financing the acquisition, construction, improvement and equipping of the Westview House affordable housing project located at 2530 & 2534 Westminster Avenue, Santa Ana, CA 92701 (APNs 198-132- 21 and 198-132-23). 40. Public Hearing - Adopt Resolution Adjusting the Solid Waste Rates As required by the provisions of Proposition 218, notices of a public hearing for adjusting solid waste collection rates were mailed to all property owners within the City of Santa Ana solid waste collection service area on or before April 1, 2022. The Clerk of the Council Office has received 44 protest letters, as of the publishing of this agenda. Legal notice was published in the Orange County Reporter on May 6, 2022 and May 13, 2022. Department(s): Public Works Agency Recommended Action: Resolution No. 2022-XXX — Hold a public hearing and adopt a resolution adjusting the solid waste rates effective July 1, 2022. COUNCILMEMBER REQUESTED ITEMS 41. Discuss and Consider Directing the City Manager to Direct Staff to Prepare an Ordinance Establishing Regulations Prohibiting the Unlawful Possession of Catalytic Converters in the City — Councilmember Mendoza CITY MANAGER COMMENTS COUNCIL COMMENTS AB1234 DISCLOSURE — If the City paid for travel or other expenses this is the time for members of the Council to provide a brief oral report on attendance of any regional board or commission meeting or any conference, meeting or event attended. ADJOURNMENT — Adjourn the City Council meeting. Future Items 1. Cannabis Ordinance Update City Council 18 5/17/2022 2. Mental Health Mobile Outreach Services 3. Housing Element Update 4. Billboard Ordinance Update 5. Body Worn Cameras 6. Community Workforce Agreement City Council 19 5/17/2022 DRAFT Minutes of the Regular Meeting of the City Council City of Santa Ana, California d April 19, 2022 CALL TO ORDER ATTENDANCE CLOSED SESSION MEETIN' - 5:00 pm REGULAR OPEN MEET' j — 5:45 nm (Immediately following the C/o, Session ' --ting) CITY COUNCIL CHI. 'Ar 22 Civic Center Plaza Santa Ana, 92701 (:LOSE► "' . iSION ,ouncil Me )ers . )nathan Ryan Hernandez Jc sie Lopez ,Jelida Mendoza David Penaloza Thai Viet Phan 'ayor k Tem Phil Bacerra for Vicente Sarmiento C' Manager Kristine Ridge 9 Attorney Sonia R. Carvalho .,lerk of the Council Daisy Gomez MINUTES: Councilmember Lopez called the Closed Session meeting to order at 5: 05 p.m. ROLL CALL City Council 17 — 1 5/19/2022 MINUTES: Clerk of the Council Daisy Gomez conducted roll call. All councilmembers were present. Mayor Sarmiento joined the Closed Session meeting at 5:27 p.m. PUBLIC COMMENTS — Members of the public may address the City Council on Closed Session Items. MINUTES: No public comments on Closed Session items. CLOSED SESSION ITEMS — The Brown Act permits legisi, •e bodies to dis, certain matters without members of the public present. The City r , icil finds, based on q from the City Attorney, that discussion in open session of thF owing matters will prejudit- e position of the City in existing and anticipated litigati 1. PUBLIC EMPLOYEE PERFORMANCE EVALL). 1N F want to Government Code Section 54957 Title: Clerk of the Council, City Attr and City Mana�, 2. CONFERENCE WITH LABOR NEG -IATOR to Government Code Section 54957.6(a): Agency Negotiators- Humar, jurces Executive Director, Jason Motsick Employee Orga� Ations: • Santa ` . Police Offi, s Associati, 'POA) • ServiL. '-nployees' ' "--I Unic , (SEIU) Full -Time Employees • Service L loye, aerndL.1. ,ion (SEIU) Part -Time Non -Civil Service Employees %. `SED SESSION R `ORT — The City Attorney will report on any action(s) to be taken at the . 'lalar Open Sess , which will begin immediately following the Closed Session. RECES. ':ity Col will recess to Closed Session for the purpose of conducting regular City busine:. MINUTES: Mayor Pro Tem Bacerra recessed the portion of the meeting to consider the Closed Session item(s) at 5:06 p.m. RECONVENE — City Council will reconvene to continue regular City business. City Council 27 — 2 5/19/2022 MINUTES: Mayor Sarmiento adjourned Closed Session meeting at 6:35 p.m. and convened to the Regular Open Session. CITY COUNCIL REGULAR OPEN SESSION CALL TO ORDER MINUTES: Mayor Sarmiento called the Regular Open Session mee{ to order at 6:38 p.m. ROLL CALL MINUTES: Clerk of the Council conducted roll call. �ouncilmer,bers were preset.. PLEDGE OF ALLEGIANCE Mayor Sarmiento MINUTES: Councilmember Mendoza' oledge of all&, 'ce. WORDS OF INSPIRATION Bob E iett dice 1... ,iain CEREMONIAL PRESrGWATI 1. Proclamation , rented by r yor Sarmie declaring April 2022 as Autism Awareness qth. 2. Certificate of Ret- presented !yayor Pro Tern Bacerra to Roger Eyes, Cri - - "�ndiola, . ernando Olivares for Outstanding Contributions to the 'Win uniry Certificate of Rek nition presented by Councilmember Hernandez to the Orange r;ounty School of Arts Ambassador Jazz Orchestra for Outstanding Contributions to Community. Mlh, 7S: T Jrange County School of the Arts Ambassador Jazz Orchestra recognp oeing postponed until further notice. 4. Proclamation presented by Councilmember Lopez to Southern Coalition for Occupational Safety & Health declaring April 28, 2022 as Workers' Memorial Day. 5. Certificate of Recognition presented by Councilmember Mendoza to Micaela Andrade for her Outstanding Contributions to the Community. City Council 31— 3 5/19/2022 6. Proclamation presented by Councilmember Phan to the Vietnamese Heritage Museum declaring April 30, 2022 as Black April. STAFF PRESENTATIONS 7. COVID-19 Update in the Community MINUTES: Assistant to the City Manager Daisy Perez provided , ief presentation. Council discussion ensued and input provided to staff. CLOSED SESSION REPORT - The City Attorney will rep, in any action(s) ti ';Iosed Session. MINUTES: Nothing to report out. PUBLIC COMMENT - Public comments will be held dun, a beginning of the meeting for ALL comments on agenda and non -age, items, except fo, ',lic hearings. Comments for public hearings will take place after the, ^oened. MINUTES: Doug Gillen, representing & i Ana U, - 11hodist Church and Chairman of their Fireworks Committee, spoke in op� itior item 2u. Bryan Kay spoke on m, ,,e su. -ts and li, I his support and thanked Councilmember Hernandez for speak; with polit )fficers at attempts to build community. Wished to honor Benjamin Ph , nx who tur .f102 years 1. Thanked Mayor Sarmiento for Autism Awareness mont: Frank Andrade, Jr., S, immander of the Royal rangers of Templo Calvario Church, ' :- oppos,, of item 28. Ja, , Sorto, repro. ling Te- ,iutsu-Kan Karate -Do Organization a 501-C3 Non -Profit ,anization, spoke it ipositioi, to item 28. Sea, ,ight, Band Dir or at Saddleback High School Marching Band, spoke in oppos,, to item 28 Tai Fuimoo►. .:senting First Samoan Congregational of Santa Ana, spoke in opposition to it, 28. Maria Lua, member of the Cheer Centurion Chair Boosters, spoke in opposition to item 28. Veronica Rojas, representing Northeast Santa Ana Little League, spoke in opposition to item 28 and asked council to reconsider the firework ban. City Council 47 - 4 5/19/2022 Estela Salas, representing Te-Kenjutsu-Kan Karate -Do Organization, spoke in opposition to item 28. Pastor Oona Casanova, representing the Church of the Nazarene, spoke in opposition to item 28. Teresa Flores Wig, representative of TNT Fireworks, and also speaking 0 shalf of TNT Vice President John Kelly, spoke in opposition to item 28. Vanessa Terrazas, church secretary, member of the property boarr' .,- 'rks with the youth at Trinity Cristo Rey Lutheran Church, spoke in opposition item . 9etailed programs that the church provides due to fireworks sales. Melisa Stile, representing Calvary Chapel High School .;cifically the wrestlinc, -4 football teams boosters, spoke in opposition to item " Asheley Pulido, representing Century High School 119r, spr ,n opposition to item 28. Detailed how funds support uniform, transportation co,. �(4 :s. Carlos Mondragon, representing Victor, -',itreach and he i, volunteer in one the homes that focus on drug recovery, spoke in c AL,_ fn item 28. Santiago, representing Te-Kenjutsu-Kan rate -Dr ,, `;nn, spoke in opposition to item 28. Detailed how funds from fireworks les , ich the s,adent's lives. Elizabeth Roque spokr supp(,. f item 32 1 asked that funds be redirected to support the youth programs , , churche,, Courtney Caldero. oke in `19 and discussed that police budget be reduced and redirect `,)w s the local ,rofits. Lucia (' nke in _ ,)it of item 32. Asked council to find ways to support the local nonr Ls and nu, '-/ more ney to the police budget. Verdin spoke in o, )sition of item 28 and in support of item 32. Asked council to re 11how to support, ding of the nonprofits. Expressed support of a civilian lead police ove►. '+ commission. Kelly Kra,. ' ee. ,ke in opposition of item 28 and in support of item 32. Victor Mendez t, tanked Judson Brown for getting ERP up and running ahead of schedule, Mayor Sarmiento and council for recognizing Autism Awareness Month. Thanked Mayor for attending meetings at 2222 East First Street (Metro East Senior Park) Apartments) and listen to the public safety concerns for senior citizens. Spoke in support of item 32. Jose L. Berrelleza, with Santiago Little League Baseball based out of El Salvador Park, spoke in support of item 28. Expressed concern for the increase in field reservations City Council 9 — 5 5/19/2022 and how it affects their organization. Irma Jauregui, representing Santa Ana Healthy Neighborhoods Alliance, spoke on item 28 and expressed the importance of finding other ways to fundraise in order to avoid future environmental and health issues. Susana Sandoval spoke on item 28 and also expressed the importance of --)ding other ways to fundraise. Urged council to direct staff to take the ban on the use ,ssession, and sale of all fireworks to the November 2022 election. Jessica Magallanes, representing Santa Ana Pony and Girls Fa, Itcr,, -)ke in opposition of item 28. John Hanna, Special Counsel at Southwest Regional Cr ;il of Carpenters, sp in support of item 10 and urged council to pass the Hou, , Opportunity Ordinance. Mark Santos, Band Director of Santa Ana High S(- ' spoke ' apposition of item 28. Nathaniel Greensides spoke on item 30 and in support (- m 27. David Salazar -Chavez, part of the Vict, "^h organizai,. spoke in opposition of item 28. Cesar Plasencia applauded council for rep nizi, Autism, _ . areness Month and spoke in opposition of item 28. Er- -,qed count search ways the city can encourage hiring of autistic young ; u. adults. Silvia Ayala spoke item 32 a sked for a `onal police training. Expressed support of item 2. Guadalupe spoke in s, of item 32 and expressed support for redirecting police funds towards , .1(7rams. JgWreminded th, mmun,, -1d councilmembers that water is life and to protect ,yoke in oppositiot. item 2b, and inquired about FBI investigations. Per,, :onicio express, concern about public safety and recounted her experience with Santa. Police Der ment. Ventura A96 ,Ke in support of item 32 and of an oversight committee and recounted her own expent .�e with Santa Ana Police Department. Clerk of the Council Daisy Gomez reported out on correspondence received. Kathy Scott spoke on need to have safe parking conditions for residents of Metro East Senior Park Apartments on First Street. Asked council to not forget the local seniors. City Council 9 - 6 5/19/2022 Nathan Taft spoke in support of item 32 and expressed support of an oversight committee. Expressed support to redirect police funds towards community programs. Jairo Cortez, representing Chispa Organization, spoke in support of item 32 and expressed support of the Housing Opportunity Ordinance. Elias Cazalas, President of Santa Ana Pony, spoke in opposition to item ' David Carbajal spoke in support of item 32 and expressed support, oversight committee. Maria Sanchez thanked Mayor Sarmiento for highlighting ` 'sm Awareness 'ith and spoke in opposition to item 28. Jesus Santana spoke in support of item 32 and ex 5sed suppr f an oversight committee. Thanked Mayor Sarmiento and Counci. ,nber P andez for joining the Sullivan Accion meeting on Friday, April 15, 2022. Denise Reynoso, President of the Dovv n Neighborhoo(, ,ociation and also a representing Northeast Santa Ana Litth G� -noke in opp, -)n to item 28. Tanya Reeves spoke in support of item d ite, _d. Daisy Cruz with the Ken, , mission , a in support of item 10 and item 32. I JNSENT C. �ENDAR RECOMMENDS. ,N: Approve zcaff recommendations on the following 'isent Calendar Items: 8 through 26. 8. ' .jsea ices Department(s, 'erk of i, council Office Recommended. tion: Excuse the absent members. 9. All. Ordinan AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SAID N , ABLISHING NEW WARD BOUNDARY LINES OF THE WARDS OF THE C,WANTA ANA AND REPEALING ORDINANCE NO. NS-2958 First reading at the April 5, 2022 City Council meeting and approved by a vote of 7-0. Published in the Orange County Reporter on April 8, 2022. Department(s): Clerk of the Council Office Recommended Action: 1. Place ordinance on second reading and adopt. City Council 77— 7 5/19/2022 2. Receive and file staff report regarding the use of new ward maps for purposes of city operations. MINUTES: This consent Item - Ordinance No. NS-3018 was approved. 10. Adopt Ordinance No. NS-XXXX -ZONING ORDINANCE AMENDMENT NO. 2021-03 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REPEALING AND REENACTING IN ITS ENTIRETY ARTICLE XVIII ' F CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE REGARDING THE N ,SING OPPORTUNITY ORDINANCE First reading at the April 5, 2022 City Council meeting and ,rove a vote of 5-2 (Bacerra and Penaloza dissented). Published in the Orange County Reporter on April R 12. Department(s): Planning and Building Agencv Recommended Action: Place ordinance L cond rea, . and adopt. Moved by Councilmember Phan, seconded L. .ncilmember Hernandez to approve. YES: 4 — Hernandez, Lopez, Pha NO: 3 — Mendoza, — Penaloza, —jjrra ABSTAIN: 0 ABSENT:0 Status: 4-3—P MINUTES- .yor Pro Teacerra m to deny item 11. Motion died to a lack of a secon, This consent It. Jrdinance No. NS-3019 was approved. Iq Approve Dest,'on of C.. Aete City Records Department(s): )mmunity Development Agency -�ommendeo ction: Approve the request for the destruction of obsolete records fru '�e Corr ..city Development Agency in accordance with the retention schedule outlii, 'n y Council Resolution No. 2013-014. MINUTES: Mayor Sarmiento voted no on item 11. 12. Award Contract to Office Depot for the Purchase of Office Supplies in an Annual Amount not to exceed $175,000 for a Two-year Term with Three One -Year Renewal Options (Specification No. 22-061) (General Fund) City Council E7 — 8 5/1 9/2022 Department(s): Finance and Management Services Recommended Action: Award a blanket order contract with Office Depot for an annual amount not to exceed $175,000 for the period beginning June 1, 2022 and expiring May 31, 2024 with an option for three one-year renewals, subject to non - substantive changes approved by the City Manager and City Attorney. 13. Award a Purchase Order in the Amount of $387,809 to Presidio NF -,rked Solutions for Data Center Server and Storage Infrastructure Equipment ,1fication No. 22- 014) (Non -General Fund) Department(s): Information Technology Recommended Action: Award a purchase order tr jsidio Networke. lutions for HPE Disaggregated Hyperconverged Infrastru, J Equipment (dHCI), it amount of $387,809, subject to non -substantive anges approved by the City Manager and City Attorney. 14. Award a Purchase Order in the Amount of $76,1- Aional Auto Fleet Group for Two Ford Ranger XL SuperCrew Trucks for the Pa, Ind Facilities Division of the Parks, Recreation, and Commur'--rvices Agency ^ification No. 22-029) (General Fund) Department(s): Public Works Agc&y, Park ' n, and Community Services Recommended Action: Authorize lVe,e purchase and payment of purchase order to Nationa4,4n Group fo ,purchase of two Ford Ranger XL SuperCrew True thel.MM)unt of $ 40, plus a contingency of $5,000, for a total amount not tr seed $76, ), subject tk -)n-substantive changes approved by the City Mana, and City At+ ,A\/ 15. Award Blanket - ontracts to SuMbelt Rentals and United Rentals for Equipment Rp--' ' ' 'he Anne, 7gregate Amount of $80,000, for a One -Year Term with Four, I---YeG. �ewal t- Ins (Specification No. 22-045) (General and Non -General r"und) Department(s) ablic Works Agency `ecommendec' ction: Award blanket order contracts to Sunbelt Rentals and �d RentalF equipment rental for a one-year period beginning April 20, 2022 any nirine , it 19, 2023, with provisions for four, one-year renewals exercisable by the C71d ager, in an annual aggregate amount not to exceed $80,000, subject to non -sub, antive changes approved by the City Manager and City Attorney. 16. Approve Appropriation Adjustment, Budget Reallocation, and Award a Construction Contract to Big Ben, Inc. in the Amount of $1,453,765 for the Lincoln Avenue Water and Sewer Main Improvements Project, with an Estimated Project Delivery Cost of $2,000,000 (Project No. 22-6468 and 22-6620) (Non -General Fund) Department(s): Public Works Agency City Council 91— 9 5/19/2022 17 Recommended Action: 1. Approve an appropriation adjustment to recognize $500,000 of prior -year fund balance in the Water Fund, Public Works Water Revenue, Prior Year Carryforward revenue account, and appropriate the same amount to the Acquisition & Construction, Water Utility Capital Projects, Water Capital Project expenditure account. (Requires five affirmative votes) 2. Award a construction contract to Big Ben, Inc., the lowest responsi, bidder, in accordance with the base bid in the amount of $1,453,765, for cor action of the Lincoln Water and Sewer Main Improvements Project, for the tF )eginning April 19, 2022 and ending upon project completion, and authorize the y -lager to execute the contract subject to non -substantive changes approves' Lne Cit, -Inager and the City Attorney. 3. Approve the Project Cost Analysis for a total esf� .,ed construction deli, cost of $2,000,000, which includes $1,453,765 for the r [ruction contract, $218A, - contract administration, inspection and testir, i 00,000 fo, -ater engineering, and a $228,235 project contingency for unanticipat� r unfore, . i work. 4. Approve an amendment to the Fiscal Year 20/ apital Improvement Program to include $500,000 in construction funds for the Lin,_ Avenue Water and Sewer Improvements Project. Award a Construction Contract to, America, in thu Amount of $823,333 for the MacArthur Boulevard Resurfaci, Orojer um Street to Main Street, Fiscal Year (FY) 2021-0? with an Es a' Project Dvery Cost of $1,127,000 (Project No. 20-60' "'eneral F, Department/0 -lublic W Agency Recomm, d Action•-`"^rize bukt reallocation of $126,576 in unspent HUTA 2103 Tax f o Lu Ll P-Tur Boulevard Resurfacing Project from Flower Street t(., _)treet (No. 20-6957) from the Gas Tax Local Street Ir- tents PrG, 'No. 20-6956). _. ward a . -tructio. ntract to All American Asphalt, the lowest responsible bidder, in accL nce wit, e base bid in the amount of $823,333, for construction of the MacArthur L 'evard Resurfacing Project from Flower Street to Main Street FY ?021-22. rove the _)ject Cost Analysis for a total estimated construction delivery cost of $1, LQOO.,ch includes $823,333 for the construction contract, $113,334 for contra ,,nistration, inspection and testing, and a $190,333 project contingency for unan, ,ipated, unforeseen work, and additional nearby asphalt pavement improvements. MINUTES: Mayor Sarmiento provided comment on procurement process. Directed staff to provide reports on past performance of contractors in their bidding process. City Council TA— 10 5/19/2022 18. Award a Construction Contract to CJ Concrete Construction Inc. in the Amount of $276,430 for the Local Street Sidewalk Improvements FY 2021-22 Project with an Estimated Project Delivery Cost of $373,060 (Project No. 22-7535) (Non -General Fund) Department(s): Public Works Agency Recommended Action: 1. Award a construction contract to CJ Cor ;te Construction Inc., the lowest responsible bidder, in accordance wi' le base bid in the amount of $276,430, for construction of the Local Street Si(' ilk Improvements FY 2021-22, for the term beginning April 19, 2022 and endir ,), roject completion, and authorize the City Manager to execute the otract act to non - substantive changes approved by the City Manager an,' the City Attom, 2. Approve the Project Cost Analysis for a total es+' .red construction deli cost of $373,060, which includes $276,430 for the con, -tion contract, $41,465 for , `ract administration, inspection and testing, and a ' ,,165 projer, ')ntingency for unanticipated or unforeseen work. 3. Approve an amendment to the Fiscal Year 20.'�_ apital Improvement Program adding the Residential Street Repair Program FY 2�. 22 Project with a budget of $373,060 in Community Develo; 41ock Grant (CL. `funds. 19. Approve Submittal of Request for , e Exte -'he McGsure M2 Comprehensive Transportation Funding Program fo me nut _,vements Phase 2 and Bristol Street and Me--,\/ Lane Prof Is eject No. 14-6802 and 17-6883) (Non - General Fund) DepartmentV rJublic We 3 Agency Recomm. id Action the PL .iic Works Agency to request a two-year time extensiu. " Mep .; ivi/ .:nsive Transportation Funding Program construction fury, _.ie Warner Avenue Improvements, Phase 2, from Oak Street to ('- lqt proje '1-SNTA-ACE-3997) and for Bristol Street and Memory Lane ..ersectik, ,)rover, (21-SNTA-ICE-3995). ). Approve a Lice, Agreement with NOVA Academy for use of Birch Park and Sasser Park for an Eme a ncy Evacuation Plan nartment(s` arks, Recreation, and Community Services Rey me, A Action: Approve a license Agreement with NOVA academy for use of Birc„ ., and Sasser Park for an Emergency Evacuation Plan for the period of April 19, -022 to June 30, 2025 with two, one-year renewal options, subject to non - substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-XXX). MINUTES: This consent Item - Agreement No. 2022-057 was approved. City Council 171- 11 5/19/2022 21. Approve Renewal Agreement with InfoSend, Inc. for Data Processing, Printing and Mailing, and Electronic Bill Present Services in an amount not to exceed $10,904,376 (General and Non -General Fund) Department(s): Finance and Management Services Recommended Action: Authorize the City Manager to execute a renewal agreement with InfoSend, Inc. for data processing, printing and mailir and electronic bill presentment services for Municipal Utility Services, Business I 'ise, Proactive Residential Enforcement Program, Dog Licensing, Paramedic ' -scriptions, and City newsletters and other City -related miscellaneous mailin Said renewal agreement is to be for an amount not to exceed $10,904," , whicr. ',ides a 15% contingency funding for annual Cost Price Index ("CPI"` adjustments ari, `farther 15% contingency set -aside for anticipated United States gage increases — , ether totaling $2,516,394 over the maximum 8'/2-year Ii; , the agreement. The rL ,al agreement commences April 19, 2022 and co, , is a base term covering FY , ,21- 22, 2022-23, 2023-24 and FY 2024-25, exp' Decembr . , 2025, with provision for two renewal options of three years, and onL -1r, re- .;tively, ending December 31, 2029 (Agreement No. 2022-XXX). MINUTES: This consent Item -cement No. 20i.. ';8 was approved. 22. Approve an Agreement with Outfror, ledia forOesign, Construction, Maintenance, and Or-- +ion of Digits rds and Digital Banners at City -owned Properties througr .� for a 25- it Term (General Fund) Department) Public WM Agency RecomML d Actior +he Ci . Manager to execute an agreement with Outfront Mea, ' C t, ;sign, maintain, and operate digital billboards at City -owned free. ations and digital banners throughout the City, and to share revenu. digital billboards and digital banners, for a 25-year period ininTr 19, 2u end ending April 18, 2047, with an option to extend for a period of ten , -s, subjL -) non -substantive changes approved by the City Manager and City Attornk 'Agreement No. 2022-XXX). 'WUTES: Ma.ijl Pro Tem Bacerra provided input to staff. Expressed concern for a ' cation nta Ana Water Tower. Requested staff to adjust language in ag n ring site decisions to council rather than by staff. This cor►sent Item - Agreement No. 2022-059 was approved. Moved by Mayor Pro Tern Bacerra, seconded by Councilmember Mendoza to approve recommended action with the following amendment: • Remove the Santa Ana Water Tower as one of the sites. • In the agreement change last paragraph of section four to remove without City Council 172— 12 5/19/2022 limitation language from the first sentence and amend second sentence to read, "City shall review proposed additional telecommunication devices and provide approval if such additional telecommunication devices are found to be compliant with applicable federal and state regulation laws and city ordinance requirements." • In exhibit A, Section 1.A.a and section 2.A.a. indicate that any;, 4ditional locations are subject to approval by the City Council • In exhibit A, Section C.A.8 remove the language after tF -ds double -sided to eliminate any reference to the water tower. YES: 6 — Hernandez, Mendoza, Penaloza, Phan, Ba,, 'a, Sarmiento NO: 1 — Lopez ABSTAIN: 0 ABSENT:0 Status: 6 — 1 — 0 — 0 — Pass 23. Approve Agreement with Group 4 Architecture, Re + Planning, Inc. in an Amount Not to Exceed $2,158,56' `-r a Three -Year (Project No. 22-1380) (Revive Santa Ana Program) Department(s): Public Works AgE y, Librai Recommended Action: Authorize, CP ,ianageir4execute an agreement with Group 4 ArchitectL arch + Pla, j, Inc. to provide full design services for the Santa Ana Mair ,�ry's vation pWot, in the amount of $2,158,565, for a three- year term bey ping April 1 022 and t firing April 18, 2025, with an option for two, one-year F isions, subi,-substa changes approved by the City Manager and City Ati, v (Agrr ). Mh"'TES: This, sent Item - Agreement No. 2022-060 was approved. Adopt a Resole i Estabi.,ning the Joint School Collaboration City Council Standing Subcommittee L ieen the City of Santa Ana and the Santa Ana Unified School listrict L rtment/4jarks, Recreation, and Community Services Reco. .red Action: Resolution No. 2022-XXX — Adopt a resolution establishing the joint , ,nool collaboration City Council standing subcommittee between the City of Santa Ana and the Santa Ana Unified School District. MINUTES: This consent Item - Resolution No. 2022-028 was approved. 25. Approve Appropriation Adjustment to Recognize Initial Disbursement of Homeless Housing, Assistance and Prevention Program Funds (Non -General Fund) Department(s): Community Development Agency City Council 173— 13 5/1 g/2022 Recommended Action: Approve appropriation adjustment recognizing $2,058,070.34 in funds from the State of California, Business, Consumer Services and Housing Agency revenue account and appropriate the same amount to expenditure account to address homelessness in Santa Ana. (Requires five affirmative votes) MINUTES: Mayor Sarmiento provided input to city staff regarding ,ntinued housing and desire to see more diversity in housing options fo homeless population. Moved by Mayor Sarmiento, seconded by Coun, .ember Mendo. i Approve. YES: 7 - Hernandez, Lopez, Mendoza, Per -a, Phan, P, .-ra, Sarmiento NO: 0 ABSTAIN: 0 ABSENT:0 Status: 7-0-0-0- Pass 26. Approve Increase in Spending Cal ity wi , R LLC to Jnforeseen Tenant Improvement Costs Relating to the eles, ab�, ^,enter (Non -General Fund) Department(s): CC -ity Develop ,gency Recommende,"4tion: orize the t Manager to increases spending capacity Y g p g p Y with Dyer 18 for tens nprovemei -3t the Homeless Navigation Center, in the amount of �00,000. i MINUTES: Cc,. amber Phan- sed herself Item 26 due to a conflict of int- ,�ouncilmet, - Lopez 'ed to be emailed when the shelter will be opened and the final budget fc, o shelte. Moved by Cou 1Imember Mendoza, seconded by Councilmember Lopez to approve. It . 6 - Her, dez, Lopez, Mendoza, Penaloza, Bacerra, Sarmiento NO: ABST.-, 0 ABSENT: 1 - Phan Status: 6-0-0- 1 - Pass Moved by Mayor Pro Tern Bacerra, seconded by Councilmember Penaloza to approve Consent Calendar items 8-24 with the exception of items 10, 22, 25, and 26. Councilmember Phan recused herself from item 26 due to a conflict of interest. City Council 174- 14 5/1 g/2022 Mayor Sarmiento voted no on item 11 and provided comment on item 17. YES: 7 - Hernandez, Lopez, Mendoza, Penaloza, Phan, Bacerra, Sarmiento NO: 0 ABSTAIN: 0 ABSENT:0 Status: 7-0-0-0- Pass **END OF CONSENT CALENDAR** I BUSINESS CALEND,' 27. Ordinance Amending Chapter 33 of the Sar. na Munici, erode Related to the Ceremonial Naming of Streets Department(s): Public Works Agency Recommended Action: Apprc ' -wading of an o, once amending Chapter 33 of the Municipal Code by adding. �cle . +inq to the c. -ionial naming of streets. MINUTES: Executiv- 'rector of Pt irks Agency Nabil Saba provided a brief presentation. Council dis, lion ensue nd provideL "rection to staff. Councilmem,, yerr jez reL,.-- nore information on Section 33-263 item A, regarding the /t time ceremonial street names re- " ''-Comm, adding addendum to allow street names remain longer Lei. , in thb-lication process. Councilmembt 'han re(,,,mmended adding a provision that allows City Council at their discretion sider extending a ceremonial street name beyond ten years. ncilmemb, enaloza requested that all ceremonial street names' costs be col, -1 by ' applicant and not the city tax dollars. Supportive of having a council discre, ovision to determine how long the ceremonial street name would remain. Councilmember Hernandez motioned to move item with the following amendments: 1) to have the indefinite period of time at the discretion of the council, and 2) if any Councilmember brings forth a proposal to have an honorary street name that the council and the city cover the costs; died due to a lack of a second. City Council TF- 15 5/19/2022 Council directed staff to return with more comparisons of local and national cities on policies of ceremonial street toppers and associated costs. Moved by Councilmember Hernandez, seconded by Mayor Pro Tern Bacerra to continue item and direct staff to bring the item back with two options: one that includes the fees and one that excludes the fees. Include uncil discretion provision when it comes to 10 years versus an it .inite period for both options, and provide comparison of cities on polici- ceremonial street toppers and associated costs. YES: 7 — Hernandez, Lopez, Mendoza, Penaloza, Ph Bacerra, Sarn. NO: 0 ABSTAIN: 0 ABSENT:0 Status: 7-0-0-0— Pass 28. Charter Review Ad Hoc Committee's Recommend , on Fireworks Department(s): City Manager C Recommended Action: Accept irmaL.- -ncrt and k vide direction to staff. MINUTES: Management Council discuss staff to have t' enforcemer PL 'C COMMENTS Publi,- wring items. -lublic ito prov►u--d a brief presentation. tional report and provided direction to at different ideas for stronger 'D OF BUSINESS CALENDAR** PUBLIC HEARINGS ✓lembers of the public may address the City Council on each of the 29. Puy. aLeap - Approve the Fiscal Year 2022-2023 Annual Action Plan and budgets for thy. . iunity Development Block Grant, HOME Investment Partnerships Grant, and Emt, gency Solutions Grant, and authorize submission to the United States Department of Housing and Urban Development Legal notice published in the Orange County Register, La Opinion, and Nguoi Viet on March 10, 2022. Department(s): Community Development Agency Recommended Action: 1. Hold a public hearing to receive resident and stakeholder City Council TB— 16 5/19/2022 comments on funding priorities and needs for activities funded with the Community Development Block Grant, HOME Investment Partnerships Grant, and Emergency Solutions Grant programs for the Fiscal Year 2022-23 Annual Action Plan. 2. Approve the Fiscal Year 2022 - 2023 Annual Action Plan and authorize the submission of the Fiscal Year 2022 - 2023 Annual Action Plan to the United States Department of Housing and Urban Development. 3. Approve the Fiscal Year 2022-2023 budgets for the Community \/elopment Block Grant Program in the total amount of $8,294,360 that inc' s $5,640,635 from Grant Year 2022 allocation and a re -allocation of $2,653,72F N vear program funds and program income; HOME Investment Partnershi, ,rant ir, amount of $1,706,231 from the Grant Year 2022 allocation and a -e-allocation of,. ' 28,513 in prior year program funds; and Emergency Solutions ant in the amount , 189,141 from the Grant Year 2022 allocation. All proposer' ivities' budgets will be proportionally increased or decreased from thr imated funding levels to maL, actual allocation amounts. 4. Direct the City Attorney to finalize and author. ',e ' , Manager to execute memorandums of understanding with various city u (ments and agreements with non-profit public service providers ,-Narded funds as of the approved Community Development Block Grant progrL ,+for a two -yea. �m beginning July 1, 2022 through June 30, 2024, subject to -sup,_ changes proved by the City Manager and City Attorney, and di the Ris, or designee to determine the necessary insurance requirements icaF .or eac,ject (Agreement No. 2022- XXX). 5. Direct the Cit, 4RForneylorialize any ithorize the City Manager to execute a memorandur . understa ig with the �ta Ana Police Department and agreemer' ith non -pro; mPless se providers awarded funds as part of the approved Eency `' _. ogram budget for a term beginning July 1, 2022 through z023, subject to non -substantive changes approved by the City M--- - -- and City -)rney, and direct the Risk Manager or designee to determine the �caau. 'laranc�_ jirements applicable for each project (Agreement No. 2022- XXX). MINUTES: May Sarmiento opened the public hearing at 11:01 p.m. ;ce Frechet f Parentis Foundation spoke in support of item. Clerk 'ouncil Daisy Gomez stated that no written communication was receive(,. Council discussion ensued and direction provided to staff. Councilmember Lopez requested staff to meet with her and provide her with a list all organizations that have applied. Identify which ones have been funded, which ones have not and indicate why. City Council T/T— 17 5/19/2022 Housing Division Manager Judson Brown addressed council regarding the Request for Proposal (RFP) process and available workshops available to the nonprofits new to the process. Councilmember Phan and Mayor Sarmiento noted that some of the non -profits can be funded from other sources. 40 Mayor Sarmiento asked staff to see what other departments C, ibsorb some of these non -profits. Public hearing was not closed and continued to the r 04uncil mee. Moved by Mayor Sarmiento, seconded bi, ,uncilmerr',er Hernandez tG continue. YES: 7 — Hernandez, Councilmember, — Lopez, L Councilmember, — Penaloza, Cou-�ilmember, — Ph& Mayor Pro Tem, — Sarmiento, M. NO: 0 ABSTAIN: 0 ABSENT:0 Status: 7-0-0—� �s .member, — Mendoza, '-)uncilmember, — Bacerra, 30. Public Hearinr anal Red ated Pro(- Environmental Impact Report No. 2020- 03 and Ger Plan Ames ent No. 2 6 for Santa Ana General Plan Update Legal notic fished Rnty Reporter on April 8, 2022 and notices mailed on Apri. r It(s): P., 'ng and Building Agency Recommer, ' Actio, Resolution No. 2022-XXX — Adopt a resolution certifying Final Recircula, Drogran, environmental Impact Report No. 2020-03 (SCH No. 2020029087), ink ling adoption of environmental findings of fact pursuant to the -alifornia Enviroi antal Quality Act, adoption of a Statement of Overriding siderations A adoption of a Mitigation Monitoring and Reporting Program. 2. F,,tio. 2022-XXX — Adopt a resolution approving General Plan Amendment No.26.* J. 3. Resolution No. 2022-XXX — Adopt a resolution of findings to overrule the John Wayne Airport Orange County Airport Land Use Commission's determination that the Proposed General Plan Update is inconsistent with the Airport Environs Land Use Plan. MINUTES: Councilmember Phan provided comment regarding her participation on City Council 1B— 18 5/19/2022 item and vote. Mayor Sarmiento opened the public hearing at 11:21 p.m. Executive Director of Planning and Building Agency Minh Thai provided a brief presentation. Clerk of the Council Daisy Gomez reported out on corresponder received. Cynthia Guerra with Rise Up Willowick Coalition requester' _)r'- `)rmation on council's hesitation of no -net loss space policy. Karen Romero Estrada with RISE Up Willowick C, ion spoke on open �,e. Andrew Brady of DLA Piper Law Firm, spew , on behalf�Vient, discussed letter sent on April 4, 2022 regarding building prc,, , and pr .ed recommendations. Leonel Flores expressed support for the adoption e General Plan with the inclusion of the recommendatior —ade by the Env,. -7ental Justice Group. Jabari Brown attorney with UCI's . vironi,._ ' qw Clinic, ,joke in support of city's effort to engage city and dedicatio. -) envirr -fice advocacy and a clean future. Council discusF ' . ensue, nd directs orovided to staff. Mayor Pr(- -m Bacerra n—pnded the ommittee on its report and continued efforts on the M. M_ - Tern b, -ra moved to adopt recommended action to 1) Adopt a oolutiu,. "if ying , Recirculated Program Environmental Impact Report No. 2020-03 (SC,. 'o. 202, 1087), including adoption of environmental findings of fact pursuant tc 9 Califo, nia Environmental Quality Act, adoption of a Statement of Overriding Cony ?rations, and adoption of a Mitigation Monitoring and Reporting ogram. 2) Ad, a resolution approving General Plan Amendment No. 2020-06 V. *he recorr .,nded changes and clarifications as shown in the attached exhibit 2 wits, ad, ,nal item to allow the use of the least restrictive interim development standa. -, apply within those five focus areas within the plan, and 3) Adopt a resolutions of findings to overrule the John Wayne Airport Orange County Airport Land Use Commission's determination that the Proposed General Plan Update is inconsistent with the Airport Environs Land Use Plan; seconded by Councilmember Mendoza. Councilmember Lopez requested clarification from city attorney inquiring if council has authority to designate all open space in the general plan. City Council 1f9_ 19 5/19/2022 Councilmember Phan requested letter in response to Rise Up Willowick in regards to no -net space and council's position on the item. Councilmember Phan moved substitute motion, seconded by Councilmember Hernandez. Mayor Sarmiento move second substitute motion, seconded b, juncilmember Hernandez. Mayor Sarmiento closed the public hearing on WednesG /, April 2L '122 at 12:37 a.m. This Public Hearing Item - Resolution Nos. " 2-029, 2022-030, and 20. '31 were approved. Moved by Councilmember Phan, secon� by Cour ,iember Hernandez to adopt amended substitute motion to 1) Ads. re, ition certifying Final Recirculated Program Environmental Impact. A No. 2020-03 and 2) Adopt a resolution approving General plan Amendmer, 2020-06 with the resolution line indicating the, ' 'Olan amendn, will not go into effect until one day after the Housing 2po,, nrdinanc, .Ices effect and the clarification in Exhibit 2 with the ditiona' 4Ilow the use of the least restrictive interim developments idanAllto appi, ,vithin those five focus areas within the p' YES: 7 - Her, .,fez, Cour -nember, - )pez, Councilmember, - Mendoza, Councilme- .:r, - Penal Councilmer, r, - Phan, Councilmember, - Bacerra, Mayor Pro . - Sar NO: 0 ABSTAIN: 0 .status: 7 - 0-0- 's Moved by May Sarmiento, seconded by Councilmember Hernandez to approve a secc I substitute motion to adopt recommended action 3, a 'olution of f; ings to overrule the John Wayne Airport Orange County L, Use C, nission's determination the Proposed General Plan Update is inco. I, with the Airport Environs Land Use Plan. YES: 7 - Hernandez, Councilmember, - Lopez, Councilmember, - Mendoza, Councilmember, - Penaloza, Councilmember, - Phan, Councilmember, - Bacerra, Mayor Pro Tem, - Sarmiento, Mayor NO: 0 ABSTAIN: 0 ABSENT:0 City Council 2A- 20 5/19/2022 Status: 7-0-0-0— Pass COUNCILMEMBER REQUESTED ITEMS 31. Discuss and Consider Directing the City Manager to Direct Staff to Prepare an Ordinance to Require Shopping Centers to Post Contact Information frrr the Center's Management Personnel at All Entrances and Exits — Mayor Pro Ter acerra MINUTES: Council discussion ensued and direction provided' gaff. Majority of council supportive of item. 32. Discuss and Consider Directing City Manager to Dir, staff to Introduct Resolution, Policy, or Ordinance to Ban Loud Muc' or Use By Police Offic,_ Councilmember Hernandez MINUTES: Council discussion ensued anr' action prow' J to city staff. Mayor Pro Tem Bacerra asked for a resolution t. , f. Councilmember Lopez is suppc , F a resolution o, Finance. Councilmember Phan asked her, 'eague6 . -ider a policy to prevent any city employee or council from using co, -ighte, uslu _ aterials in order to prevent the exercise of first a—dment recc "r Councilmembr iendoza Sportive c behavior of ifficer whe unted. Mayor Sarm►, cor s w n ordinance or a ►Wion. 9m and inquired about the proper F nember Phan. Expressed support of an .ouncilme. I Hem, ',z recounted his experience of the incident on April 4, 2022 and the rmath. , _)ke with Assistant Chief Robert Rodriguez to clarify current policies J procedures for certain situations. Reiterates that to be an -3dvocate for jus , is not to be anti -law enforcement. Stated that justice is about king and he ig those people that need it. Provided direction to staff to bring tt,. -ick as - solution or ordinance. Assista, chief of Police Robert Rodriguez responded and spoke on Santa Ana Police Department policies. CITY MANAGER COMMENTS MINUTES: None. City Council 271— 21 5/19/2022 COUNCIL COMMENTS AB1234 DISCLOSURE — If the City paid for travel or other expenses this is the time for members of the Council to provide a brief oral report on attendance of any regional board or commission meeting or any conference, meeting or event attended. MINUTES: Councilmember Hernandez wished all a good night. Councilmember Lopez reminded public of The Sunshine Ordinance sting to discuss housing development for the 2525 North Main Street site on April " ,? at First Congregational Church of Santa Ana and will announce office h 5 dur,. `he week. Lastly, wished all those a good night and good morning. Councilmember Mendoza reminded all of April 27rh , P nal denim day to commiserate Sexual Harassment Awareness. Also, ' date marks the 50th annivet. ,ry of Earth Day. Proud of the city in making efforts to bE stainable. ." jested a few ways to be more sustainable and environmentally friendly. Offe, -ond, ices and a personal story in memory of Michael Macres. Councilmember Penaloza thanked sta . - parks and Re, 'tional Department for a successful Easter Egg Hunt at Centenr, ' Pa, . _ -ryratulate G. f Costa Mesa in prevailing in a lawsuit a judge upheld its, 'fulation ivirig homes to ensure that they are not over concentrated in resident. neig' shoo •ked City of Attorney to advise on how Santa Ana r- City of C. ,esa with an amicus brief or action as final decision in this cac ar vv. 7d can hE Santa Ana with the amount of nuisance problem that has ocr ad and ui gulated h, lay homes and sober living homes. Wished all a goo(' jht. Councilmember Ph&. isr all a g000 Mayor " . __ -erra a, •inced community office hours on Saturday May 7, 2022 star' , at 10 am G Acces irk at Thornton Park. Requested a monthly update on r age County Trani Cation.-, nority (OCTA) progress and spoke on his personal I, actions with Mich& 'Macres. Lastly, wished all a good night. Mayo► -miento corr anted on how current council has been discussing historic and importan, ns ovr ast couple of years and does not want it to go unnoticed. Lastly, spoke on M, I ,acres and adjourned meeting. ADJOURNMENT — Adjourn the City Council meeting. Adjourn in memory of Michael Macres. City Council Z2— 22 5/1 g/2022 MINUTES: Mayor Sarmiento adjourned the City Council meeting on Wednesday, April 20, 2022 at 1:22 p.m. City Council 03— 23 5/19/2022 ORDINANCE NO. NS-XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING A POLICY FOR THE USE OF MILITARY EQUIPMENT BY THE SANTA ANA POLICE DEPARTMENT WHEREAS, the mission of the Santa Ana Police Department (Department) is to provide the highest quality police services to the communities it serves; and WHEREAS, the Department values transparency and public input, and welcomes open dialogue about its practices and operations; and WHEREAS, the preservation and sustainability of public safety, civil rights, and officer safety is paramount; and WHEREAS, each situation is evaluated by incident commanders or supervisors who, based on circumstances and Department directives, determine which equipment should be used; and WHEREAS, the Department's diverse catalogue of military equipment, as defined in state law, and associated training gives police officers the confidence and capability to de-escalate volatile situations, enhance the safety of the public and officers, and bring critical incidents to a safe resolution; and WHEREAS, from time to time, the Department may be asked to assist or need to be assisted by other law enforcement agencies, which may include use of military equipment, as defined in state law; and WHEREAS, partnerships with other law enforcement agencies are an integral part of maintaining the continuity of public safety within the region; and WHEREAS, On September 30, 2021, Governor Gavin Newsom signed into law Assembly Bill 481, relating to the use of military equipment by law enforcement agencies; and WHEREAS, Assembly Bill 481, codified as California Government Code sections 7070 through 7075, requires law enforcement agencies to obtain approval of the applicable governing body, by an ordinance adopting a "military equipment" use policy, at a regular meeting held pursuant to open meeting laws, prior to taking certain actions relating to the funding, acquisition, or use of military equipment. The term "military equipment" is defined in California Government Code section 7070; and City Council 11 — 1 5/17/2022 WHEREAS, Assembly Bill 481 allows the governing body of a city to approve the funding, acquisition, or use of military equipment within its jurisdiction only if it makes specified determinations; and WHEREAS, the federal government allows local law enforcement agencies to obtain certain types of military equipment through a program authorized by Section 2576a of Title 10 of the United States Code, commonly known as the 1033 Program" or "LESO Program"; and WHEREAS, the Department has not participated in this program since 2020, and does not intend to participate in the future; and WHEREAS, the proposed military equipment use policy is attached hereto as Exhibit "A" and incorporated herein by this reference (the "Military Equipment Use Policy"); and WHEREAS, the Military Equipment Use Policy was published on the Santa Ana Police Department's internet website on March 30, 2022, more than 30 days before the Military Equipment Use Policy was first considered at a public hearing before the City Council on May 3, 2022; and WHEREAS, the Military Equipment policy meets the requirements of California Government Code section 7070(d). NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The above recitals are hereby declared to be true and correct and represent the findings the City Council made in exercise of its independent judgment. Section 2. Based on the findings above, in addition to information provided to the City Council at the public meeting, the City Council approves and adopts the Military Equipment Use Policy, based on the following- 1. The military equipment identified in Santa Ana Police Department Policy 707 is necessary, because there are no reasonable alternatives that can achieve the same objectives of officer and civilian safety. 2. The Military Equipment Use Policy will safeguard the public's welfare, safety, civil rights, and civil liberties. 3. The military equipment identified in the Military Equipment Use Policy is reasonably cost effective compared to available alternatives that can achieve the same objective of officer and civilian safety. 4. All prior military equipment use complied with the City's policies that were in effect at the time. City Council 11 —2 5/17/2022 Section 3. Section 2-809 of Article VII.II (Purchasing Rules and Regulations) of Chapter 2 (Administration) of the Santa Ana Municipal Code is hereby amended to read in its entirety as follow: Sec. 2-809 — Military Equipment Policy (a) The City Council for the City of Santa Ana has made the following determinations: (1) The military equipment identified in Santa Ana Police Department Policy 707 is necessary, because there are no reasonable alternatives that can achieve the same objectives of officer and civilian safety. (2) The Military Equipment Use Policy will safeguard the public's welfare, safety, civil rights, and civil liberties. (3) The military equipment identified in the Military Equipment Use Policy is reasonably cost effective compared to available alternatives that can achieve the same objective of officer and civilian safety. (4) All prior military equipment use complied with the City's policies that were in effect at the time. (b) The Santa Ana Police Department shall submit an annual military equipment report to the City Council, containing the information required in Government Code Section 7072, and the City Council shall determine whether each type of military equipment identified in that report has complied with the standards for approval set forth in (a)(1)-(4) above. (c) The City Council approves the use of the Santa Ana Police Department Policy 707, and finds that it satisfies the requirements of Government Code Section 7070. Section 4. The City Council finds and determines that this Ordinance is not a project within the meaning of Section 15378 of the California Environmental Quality Act (CEQA) Guidelines because it has no potential to result in physical change in the environment, directly or indirectly. This Ordinance is exempt under CEQA Guideline 15061(b)(3) because it can be seen with certainty that there is no possibility that the Ordinance may have a significant effect on the environment. Section 5. If any section, subsection, subdivision, paragraph, sentence, clause, or phrase of this Ordinance or any part thereof is for any reason held to be unconstitutional, such decision shall not affect the validity of the remaining portion of this Ordinance or any part thereof. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be declared unconstitutional. City Council 11 —3 5/17/2022 Section 6. The City Council shall review this Ordinance annually and vote whether to renew the Ordinance, consistent with the requirements of state law. Section 7. This Ordinance shall become effective thirty (30) days after its adoption. Section 8. The Clerk of the Council shall certify the adoption of this ordinance and shall cause the same to be published in the manner prescribed by law. APPROVED AND ADOPTED this day of May, 2022. Vicente Sarmiento Mayor APPROVED AS TO FORM: Sonia Carvalho, City Attorney fa'� N - Q."' By: Laura A. Rossini Chief Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: ABSENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, , Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-XXXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Daisy Gomez Clerk of the Council City of Santa Ana City Council 11 — 4 5/17/2022 Santa Ana Police Department Santa Ana PD Policy Manual Military Equipment 707.1 PURPOSE AND SCOPE This policy provides guidelines for the approval, acquisition, and reporting requirements of military equipment (Government Code § 7070; Government Code § 7071; Government Code § 7072). The equipment described in this policy is in direct support of the Department's de-escalation strategy and associated training. Additionally, while the equipment described herein has been deemed to be, "military equipment" by the legislature, the Department does not participate in the acquisition of military surplus equipment pursuant to the Department of Defense's 1033 Program. 707.1.1 DEFINITIONS Definitions related to this policy include (Government Code § 7070): Governing body — The elected or appointed body that oversees the Department. Military equipment — Includes but is not limited to the following: • Unmanned, remotely piloted, powered aerial or ground vehicles. • Mine -resistant ambush -protected (MRAP) vehicles or armored personnel carriers. • High mobility multipurpose wheeled vehicles (HMMWV), two -and -one -half -ton trucks, five -ton trucks, or wheeled vehicles that have a breaching or entry apparatus attached. • Tracked armored vehicles that provide ballistic protection to their occupants. • Command and control vehicles that are either built or modified to facilitate the operational control and direction of public safety units. • Weaponized aircraft, vessels, or vehicles of any kind. • Battering rams, slugs, and breaching apparatuses that are explosive in nature. This does not include a handheld, one -person ram. • Firearms and ammunition of .50 caliber or greater, excluding standard -issue shotguns and standard -issue shotgun ammunition. • Specialized firearms and ammunition of less than .50 caliber, including firearms and accessories identified as assault weapons in Penal Code § 30510 and Penal Code § 30515, with the exception of standard -issue firearms. • Any firearm or firearm accessory that is designed to launch explosive projectiles. • Noise -flash diversionary devices and explosive breaching tools. • Munitions containing tear gas or OC, excluding standard, service -issued handheld pepper spray. • TASER® Shockwave, microwave weapons, water cannons, and long-range acoustic devices (LRADs). • Kinetic energy weapons and munitions. City Council 11 — 5 5/17/2022 Copyright Lexipol, LLC 2022/05/06, All Rights Reserved. ***DRAFT*** Military Equipment - 1 Published with permission by Santa Ana Police Department Santa Ana Police Department Santa Ana PD Policy Manual Military Equipment Any other equipment as determined by a governing body or a state agency to require additional oversight. 707.2 POLICY It is the policy of the Santa Ana Police Department that members of this department comply with the provisions of Government Code § 7071 with respect to military equipment. 707.3 MILITARY EQUIPMENT COORDINATOR The Chief of Police should designate a member of this department to act as the military equipment coordinator. The responsibilities of the military equipment coordinator include but are not limited to: (a) Acting as liaison to the governing body for matters related to the requirements of this policy. (b) Identifying department equipment that qualifies as military equipment in the current possession of the Department, or the equipment the Department intends to acquire that requires approval by the governing body. (c) Conducting an inventory of all military equipment at least annually. (d) Collaborating with any allied agency that may use military equipment within the jurisdiction of Santa Ana Police Department (Government Code § 7071). (e) Preparing for, scheduling, and coordinating the annual community engagement meeting to include: 1. Publicizing the details of the meeting. 2. Preparing for public questions regarding the department's funding, acquisition, and use of equipment. (f) Preparing the annual military equipment report for submission to the Chief of Police and ensuring that the report is made available on the department website (Government Code § 7072). (g) Establishing the procedure for a person to register a complaint or concern, or how that person may submit a question about the use of a type of military equipment, and how the Department will respond in a timely manner. 707.4 MILITARY EQUIPMENT USE CONSIDERATIONS (a) The military equipment acquired and authorized by the Department is: Necessary because there is no reasonable alternative that can achieve the same objective of officer and civilian safety. 2. Reasonably cost-effective compared to available alternatives that can achieve the same objective of officer and civilian safety. (b) Military equipment shall only be used by a Department employee only after applicable training, including any course required by the Commission on Peace Officer Standards and Training, has been completed unless exigent circumstances arise. City Council 11 — 6 5/17/2022 Copyright Lexipol, LLC 2022/05/06, All Rights Reserved. ***DRAFT*** Military Equipment - 2 Published with permission by Santa Ana Police Department Santa Ana Police Department Santa Ana PD Policy Manual Military Equipment 707.5 MILITARY EQUIPMENT INVENTORY The inventory below is a complete list of qualifying equipment for the Department: VEHICLES (a) Mobile Command Vehicle (MCV): A vehicle used during critical incidents as a field - based command post, providing Incident Commanders with access to Department computer systems and dispatch center 1. Description, cost, quantity, and capabilities: Freightliner Chassis (custom built) vehicle, cost: $480,952.90, quantity: 1. The MCV can also be utilized for SWAT/CNT and other critical incidents, significant, preplanned events, searching for missing persons, natural disasters, and community events. 2. Purpose: Used for critical incidents based on the circumstances of a specific event, large event, or natural disaster to effectively and efficiently serve the community. 3. Authorized Use: Only officers trained in the use and deployment of the MCV, who have obtained a California Class B Commercial Driver's License, shall drive the vehicle under the direction of the Homeland Security Commander or their designee. Situations, where the MCV may be deployed, include but are not limited to critical incidents, natural disasters, and emergencies. 4. Lifespan: The MCV has an estimated lifespan of 25-years; However, upgrades are required in 5-year intervals to maintain communications and IT systems. 5. Fiscal Impact: The MCV was purchased in 2005 using UASI grant funding. Annual maintenance cost: $5,500 6. Training: Drivers/Operators shall receive safe handling and maneuvering training on a closed training course. Once the operator has shown competence in vehicle handling, the driver/operator will drive the vehicle with an experienced driver throughout the city. Driver/operators shall also undergo commercial vehicle testing and certification from the California Department of Motor Vehicles. 7. Legal and Procedural Rules: It is the policy of the Department to use the MCV only for official law enforcement purposes and in accordance with California State law regarding the operation of motor vehicles. Incident Command Team Procedure. (b) Armored Rescue Vehicles (ARVs): Commercially -produced, ballistically protected, wheeled vehicles designed for law enforcement purposes. 1. Description, cost, quantity, and capabilities: (a) Lenco BEAR, cost: $293,745, quantity: 1. The Lenco BEAR is an armored rescue vehicle that provides its occupants with ballistic protection beyond ballistic shields or personal body armor. It offers greater safety to community members and officers during high -risk incidents. It is capable of seating a driver and 10-12 passengers. City Council 11 — 7 5/17/2022 Copyright Lexipol, LLC 2022/05/06, All Rights Reserved. ***DRAFT*** Military Equipment - 3 Published with permission by Santa Ana Police Department Santa Ana Police Department Santa Ana PD Policy Manual Military Equipment (b) Terradyne Guhrka, cost: $353,652.88, quantity: 1. The Terradyne Guhrkas is an armored rescue vehicle that provides its occupants with ballistic protection beyond ballistic shields or personal body armor, offering greater safety to community members and officers during high -risk incidents. The Terradyne is smaller than the BEAR, providing greater mobility in tight city streets. It is capable of seating a driver and seven (7) passengers. 2. Purpose: Used in response to critical incidents to enhance officers and community safety, improve scene containment and stabilization, and assist in resolving critical incidents. Additionally, the ARVs may be deployed as displays for community outreach events. 3. Authorized Use: The ARVs' use shall only be authorized by a Watch Commander or SWAT Commander based on the specific circumstances of a given critical incident. ARVs shall only be used by personnel trained in their deployment and in a manner consistent with Department policies/procedures. 4. Lifespan: Both ARVs have an estimated lifespan of 25 years. 5. Fiscal Impact: (a) Lenco BEAR: The Lenco BEAR was purchased in 2005 using UASI grant funding. Annual maintenance cost: $6,600 (b) Terradyne Guhrka: The Terradyne Guhrka was purchased in 2021 using UASI grant funding. Annual maintenance cost: $6000 6. Training: All drivers/operators shall attend formalized instruction in vehicle operations, practical driving instruction, and deployment procedures. 7. Legal and Procedural Rules: SWAT Procedure Manual and Armored Vehicle Deployment for Patrol Procedure. SPECIALIZED TACTICAL EQUIPMENT (a) Long Range Acoustic Device (LRAD): The LRAD is a high -intensity directional acoustical array for long-range, crystal clear hailing, notification, and an unmistakable warning tone. The LRAD is primarily used as a communication device. 1. Description, cost, quantity, and capabilities: (a) LRAD 500x, cost: $42,776, quantity: 1. A compact, lightweight LRAD designed for applications ranging from fixed security installations to mid -sized vehicles and vessels, the LRAD 50OX-RE easily mounts and transports to provide law enforcement personnel unparalleled long-range communication and safe, scalable non -kinetic escalation of force. (b) LRAD 100x, cost: $10,703.56, quantity: 1. Self-contained, portable, and featuring an extended voice broadcast range out to 600 meters, the LRAD 100X ensures voice messages are clearly heard and understood. LRAD's optimized driver, waveguide, and power efficiency technologies enable the LRAD 100X to provide several hours of clear, continuous communication from a single battery charge. City Council 11 — 8 5/17/2022 Copyright Lexipol, LLC 2022/05/06, All Rights Reserved. ***DRAFT*** Military Equipment - 4 Published with permission by Santa Ana Police Department Santa Ana Police Department Santa Ana PD Policy Manual Military Equipment 2. Purpose: To be used to issue dispersal orders during crowd and riot control situations or to address the public in the event of civil emergencies, natural disasters, evacuations, and police incidents (e.g., missing persons, perimeters for wanted suspects/K9 deployments, etc.). The LRAD may also be used to issue a warning tone. 3. Authorized Use: LRADs shall only be used by personnel trained in its deployment and used in a manner consistent with State and Federal law and training. 4. Lifespan: Both LRADs have an estimated lifespan of 25 years. 5. Fiscal Impact: The LRADs were purchased in 2007 and 2014, respectively, using UASI grant funding. Annual maintenance cost of approximately $300. 6. Training: All operators receive training before operating any LRADs in the field. 7. Legal and Procedural Rules: The Department shall only utilize the LRAD for official law enforcement purposes and pursuant to State and Federal law. (b) Tactical Robot: A remotely controlled, tracked, robot equipped with cameras and two-way audio communication capabilities. 1. Description, cost, quantity, and capabilities: Transcend Vantage tactical robot, cost: $10,000, quantity: 1. A remotely operated tactical robot providing officers with the ability to observe the interior of a structure without entering. This capability increases the safety of community members, officers, and suspects by providing the operator with the ability to observe and locate subjects without the risk of a face-to-face confrontation. Additionally, the remote, two- way, communication capability allows operators to de-escalate situations by negotiating the surrender of barricaded subjects. 2. Purpose: To be used during tactical incidents to safely search a structure without exposing officers and/or community members to the risk of a face-to- face confrontation. 3. Authorized Use: The tactical robot shall only be deployed by Department personnel trained in its use, and with the approval of the SWAT Commander, Watch Commander, or their designee. 4. Lifespan: The robot's lifespan is approximately 10 years. 5. Fiscal Impact: Annual maintenance cost of approximately $500. 6. Training: All operators shall receive initial training before deploying the robot in the field. 7. Legal and Procedural Rules: The Department shall only utilize the robot for official law enforcement purposes and pursuant to State and Federal Law. (c) Unmanned Aerial System (UAS): An unmanned aircraft and the associated equipment necessary to control it remotely. 1. Description, cost, quantity, and capabilities: City Council 11 — 9 5/17/2022 Copyright Lexipol, LLC 2022/05/06, All Rights Reserved. ***DRAFT*** Military Equipment - 5 Published with permission by Santa Ana Police Department Santa Ana Police Department Santa Ana PD Policy Manual Military Equipment (a) DJI M300 with HT20, cost: $45,000, quantity: 1. UAS that has 45 minutes of flight time, in all weather, has an IR camera, zoom camera, and light. Has video recording capabilities. (b) LOKI MK2 Dual UAV, cost: $9,750, quantity: 1. LOKI is the world's first purpose-built tactical sUAS. Designed and built in conjunction with several of the world's top counter -terror units, LOKI Mk2 solves virtually all of the problems associated with the tactical use of commercial UAS systems. LOKI is intended for close -quarter, indoor, and outdoor tactical scouting missions, and features a highly sensitive Night -Day + IR sensor camera giving it the ability to fly and see in complete darkness. (c) DJI Mavic 3 Enterprise Advanced, cost: $6,900 each, quantity: 2. A highly versatile yet compact tool that packs a whole lot of performance upgrades. With high -resolution thermal and visual cameras, the M2EA supports up to 32x digital zoom and is capable of centimeter -level positioning accuracy with the RTK module. (d) Autel EVO II PRO, cost: $2,000, quantity: 1. The EVO II Pro features a 6K 1" sensor camera which enables the ability to capture stunning detail, not previously possible on an aerial drone of this size. Aperture can be adjusted from f/2.8 to f/11 which provides the light control that you need, while ISO ranges up to 6,400 for video and 12,800 for stills. (e) DJI AIR 2S, cost: $1,000 each, quantity: 4. DJI Air 2S has the ability to perceive its environment in four directions: up, down, forward, and backward. The algorithms for Advanced Pilot Assistance Systems (APAS 4.0) have been further improved, allowing DJI Air 2S to actively avoid obstacles in more complex scenarios and at high speeds. (f) DJI Mavic Mini 2, cost: $650 each, quantity: 5. Utilizing DJI's OcuSync 2.0 2.4/5.8 GHz wireless transmission technology, the Mini 2 can be operated from up to 6.2 miles away while still providing you with video of what the drone sees. The Mini 2 can also be flown as high as 2.5 miles and withstand 19 to 24 mph winds. 2. Purpose: To be deployed when its view would assist officers or incident commanders with the following situations, which include but are not limited to: (a) Major collision investigations. (b) Search for missing persons. (c) Natural disaster management. (d) Crime scene photography. (e) SWAT, tactical, or other public safety and life preservation missions. (f) In response to specific requests from local, State, or Federal fire authorities for fire response and/or prevention. 3. Authorized Use: Only assigned operators who have completed the required training shall be permitted to operate any UAS during approved missions. City Council 11 — 10 5/17/2022 Copyright Lexipol, LLC 2022/05/06, All Rights Reserved. ***DRAFT*** Military Equipment - 6 Published with permission by Santa Ana Police Department Santa Ana Police Department Santa Ana PD Policy Manual Military Equipment 4. Lifespan: All UAS equipment has an estimated lifespan of 3-5 years. 5. Fiscal Impact: The Department is in the process of identifying a funding source for the UAS program, including an application for grant funding. The estimated annual cost of the UAS program maintenance is $15,000. 6. Training: All Department UAS operators will be licensed by the Federal Aviation Administration for UAS operation. In addition, each operator must attend ongoing monthly training. 7. Legal and Procedural Rules: The Department will only deploy the UAS for official law enforcement purposes, and in a manner that respects the privacy of our community, pursuant to State and Federal law. Unmanned Aerial System (UAS) Operations Policy. LESS -LETHAL DEVICES (a) 40MM Launchers and Munitions: 40MM Launchers are utilized by Department personnel as a less -lethal tool to deploy less -lethal impact munitions. Description, cost, quantity, and capabilities: (a) LMT Tactical Single Shot Launcher, #1425, cost: $1,000, quantity: 85. The 40MM Single Launcher is a tactical single -shot launcher that features an expandable ROGERS Super Stoc and an adjustable Integrated Front Grip (IFG) with a light rail. It will fire standard 40mm less -lethal ammunition, up to 4.8 inches in cartridge length. It will launch a 40MM less -lethal round up to 131 feet. (b) DEFENSE TECHNOLOGY, 40MM EXACT IMPACT SPONGE, #6325, cost: $20, quantity: 750. A less lethal 40mm lightweight plastic and foam projectile fired from a single or multi -round purpose-built 40mm launcher with a rifled barrel at 325 FPS. The 30-gram foam projectile delivers 120 ft/ lbs. of energy on impact. The 40mm Exact Impact Sponge Round provides accurate and effective performance when fired from the approved distance of not less than ten (10) feet and as far as 131 feet from the target. (c) DEFENSE TECHNOLOGY, 4OMM DIRECT IMPACT CS CRUSHABLE FOAM ROUND, #6322, cost: $18, quantity: 96. A less lethal 40MM lightweight plastic and crushable foam projectile fired from a single or multi -round purpose-built 40mm launcher with a rifled barrel at 295 FPS. The 39-gram crushable foam projectile delivers 120 ft/lbs of energy upon impact in addition to the dispersion of 5 grams of CS irritant. The 40mm Direct Impact CS Round provides accurate and effective performance when fired from the approved distance of not less than ten (10) feet and as far as 120 feet from the target. Only trained members of the Department's SWAT Team are authorized to deploy the 40mm Direct Impact CS round. (d) DEFENSE TECHNOLOGY, SPEDE-HEAT 40MM LONG-RANGE, CS, #6282, cost: $21, quantity: 56. The SPEDE-HEAT CS Long -Range Munitions delivers one chemical canister of CS agent from a 40 mm launcher at a range of up to 150 yards. The Spede-Heat is a pyrotechnic City Council 11 — 11 5/17/2022 Copyright Lexipol, LLC 2022/05/06, All Rights Reserved. ***DRAFT*** Military Equipment - 7 Published with permission by Santa Ana Police Department Santa Ana Police Department Santa Ana PD Policy Manual Military Equipment round designed specifically for outdoor use in violent crowd control situations. It is a high -volume continuous burn that expels its payload in approximately 20-40 seconds from a single source. The Spede-Heat family may be used to conceal tactical movement or to disburse a violent/ riotous crowd. Only trained members of the Department's SWAT Team are authorized to deploy the 40mm Spede-Heat round. (e) DEFENSE TECHNOLOGY, POWDER CS FERRETT 40MM ROUND, #2292, cost: $19, quantity: 60. A less lethal 40MM round used to penetrate barriers, such as windows, hollow core doors, wallboard, and thin plywood. Upon impacting the barrier, the nose cone ruptures and instantaneously delivers a small chemical payload inside a structure or vehicle. The 40mm Ferret is primarily used to dislodge barricaded subjects from confined areas in a tactical deployment situation. Its purpose is to minimize the risks to all parties through pain compliance, temporary discomfort, and/or incapacitation of potentially violent or dangerous subjects. Only trained members of the Department's SWAT Team are authorized to deploy the 40mm Direct Barricade Penetrator round. (f) DEFENSE TECHNOLOGY, 40MM ROUND MUZZLE BLAST, with CS, #6042, cost: $20, quantity: 52. The 40 mm Muzzle Blast CS Round is widely used as a crowd management tool for the immediate and close deployment of chemical agents. It can also be employed in tactical operations such as barricaded subjects for area denial, area contamination, and a means of contaminating crawl spaces and attics. In addition, it is an excellent device for deploying chemical -laden CS powder at close ranges for indoor or outdoor operations as a pain compliance round. It has a maximum effective range of 30 feet /9.1 meters. Only trained members of the Department's SWAT Team are authorized to deploy the 40mm Muzzle Blast round. (g) DEFENSE TECHNOLOGY, 40MM SKAT SHELL, MULTIPLE PROJECTILE ROUND CS, #6172, cost: $28, quantity: 56. The Skat Shell 40mm multiple chemical projectile round delivers multiple CS canisters from a 40mm launcher. It is designed for outdoor use and has a maximum effective range of 80-100 yards. It is designed as a less -lethal option for disbursing violent crowds actively engaging in criminal behavior. Only trained members of the Department's SWAT Team are authorized to deploy the 40mm Skat Shell round. 2. Purpose: To limit the escalation of conflict where the employment of lethal force is prohibited or undesirable. 3. Authorized Use: Situations where the deployment of less -lethal impact or chemical munitions are authorized include but are not limited to: (a) Self-destructive, dangerous, and/or combative individuals (b) Riot/crowd control and civil unrest incidents where the criminal behavior involved exceeds a failure to disburse or curfew violation. (c) Circumstances where a tactical advantage can be obtained City Council 11 — 12 5/17/2022 Copyright Lexipol, LLC 2022/05/06, All Rights Reserved. ***DRAFT*** Military Equipment - 8 Published with permission by Santa Ana Police Department Santa Ana Police Department Santa Ana PD Policy Manual Military Equipment (d) Vicious animals (e) Training exercised or approved demonstrations (f) Tactical situations involving the deployment of the Department's SWAT Team 4. Lifespan: (a) LMT Single Shot Launcher: 25 years (b) All munitions listed above: 5 years 5. Fiscal Impact: Annual maintenance for the single -shot launchers is approximately $50 each. 6. Training: Personnel deploying less -lethal or chemical agents will be trained in their use and deployment before using them in the field. All training will be conducted by a POST -certified less -lethal or chemical agent instructor. 7. Legal and Procedural Rules: Use of Force Policy, Control Devices and Techniques Policy, First Amendment Assemblies Policy, 40MM Less Lethal Launcher Guidelines Procedure, and SWAT Procedure Manual. (b) 12 Gauge Less -Lethal Impact Munitions 1. Description, cost, quantity, and capabilities: DEFENSE TECHNOLOGY, 12- GAUGE BEAN BAG ROUND, cost: $5, quantity: 650. The Drag Stabilized 12- gauge round is a 12-gauge shell loaded with a 40-gram tear -shaped bag made from cotton and ballistic material blended and filled with #9 shot. The design utilizes four stabilizing tails and smokeless powder as the propellant. It has a maximum effective range of 75 feet. Only trained members of the Department's SWAT Team are authorized to deploy the 12-gauge bean bag round. 2. Purpose: To limit the escalation of conflict where the employment of lethal force is prohibited or undesirable. 3. Authorized Use: The round shall only be deployed by trained members of the Department's SWAT Team in situations that include, but are not limited to the following: (a) Self-destructive, dangerous, and/or combative individuals (b) Riot/crowd control and civil unrest incidents where the criminal behavior involved exceeds a failure to disburse or curfew violation. (c) Circumstances where a tactical advantage can be obtained (d) Vicious animals (e) Training exercised or approved demonstrations (f) Tactical situations involving the deployment of the Department's SWAT Team 4. Lifespan: 5 years 5. Fiscal Impact: Annual reordering of 100 rounds: $500 City Council 11 — 13 5/17/2022 Copyright Lexipol, LLC 2022/05/06, All Rights Reserved. ***DRAFT*** Military Equipment - 9 Published with permission by Santa Ana Police Department Santa Ana Police Department Santa Ana PD Policy Manual Military Equipment 6. Training: Personnel deploying 12-gauge bean bags will be trained in their use and deployment before using them in the field. A POST -certified less -lethal instructor will conduct all training. 7. Legal and Procedural Rules: Use of Force Policy, Control Devices and Techniques Policy, First Amendment Assemblies Policy, 40MM Less Lethal Launcher Guidelines Procedure, and SWAT Procedure Manual. (c) PepperBall Launcher and Munitions: A less -lethal device that discharges projectiles designed to breach glass or projectiles containing chemical agents 1. Description, cost, quantity, and capabilities: (a) PepperBall TAC-SF Launcher, cost: $799 each, quantity: 2. Semi- automatic, 3-round burst shots or full auto action. Select -fire electronic firing system with a firing rate of 10-12 RPS. Compact lightweight modular design. Ambidextrous rotational safety switch. 30 Cubic inch high capacity high-pressure air system. Designed for use with high-pressure air. (b) PepperBall INERT Powder Projectiles, cost: $375 for a case of 375, quantity: 2 cases. Inert projectiles used for training purposes. (c) PepperBAll LIVE PAVA (OC), cost: $853 for a case of 375, quantity: 2 cases. The basic PepperBall projectile, it contains 2% PAVA, and is excellent for direct impact and area saturation, especially in confined, interior spaces. (d) PepperBall LIVE-X PAVA (OC), cost: $1,123 for a case of 375, quantity: 1 case. Our most potent and powerful concentration of PAVA pepper powder. One round of LIVE-XTM contains the equivalent to 10 regular PepperBall rounds. 2. Purpose: To limit the escalation of conflict where employment of lethal force is prohibited or undesirable. Situations for the use of PepperBall may include, but are not limited to: (a) Tactical situations involving the deployment of the Department's SWAT Team (b) Training exercises or approved demonstrations. (c) Potentially vicious animals. (d) Circumstances where a tactical advantage can be obtained. (e) Riot/crowd control and civil unrest incidents where the criminal behavior involved exceeds a failure to disburse or curfew violation. (f) Self-destructive, dangerous, and/or combative individuals. 3. Authorized Use: Only SWAT officers who have received certification in the use of chemical agents, less -lethal, and PepperBall are authorized to use PepperBall. 4. Lifespan: City Council 11 — 14 5/17/2022 Copyright Lexipol, LLC 2022/05/06, All Rights Reserved. ***DRAFT*** Military Equipment - 10 Published with permission by Santa Ana Police Department Santa Ana Police Department Santa Ana PD Policy Manual Military Equipment (a) PepperBall TAC-SF Launcher: 20 years (b) All PepperBall projectiles have a lifespan of 3 years. 5. Fiscal Impact: Annual maintenance for the PepperBall launchers is approximately $50. 6. Training: SWAT Team members are training in the use and deployment of chemical agents, less -lethal, and the PepperBall launcher. 7. Legal and Procedural Rules: The Department will only deploy PepperBall for law enforcement purposes and in accordance with State and Federal law. Use of Force Policy, Control Devices and Techniques Policy, and SWAT Procedure Manual. (d) Chemical Agent and Smoke Canisters: Canisters that disburse chemical agents and/or smoke when deployed. 1. Description, cost, quantity, and capabilities: (a) DEFENSE TECHNOLOGY, TRIPLE -CHASER SEPARATING CANISTER, CS, #1026, cost: $41, quantity: 46. The Triple -Chaser CS consists of three separate canisters pressed together with separating charges between each. When deployed, the canisters separate and land approximately 20 feet apart, allowing increased area coverage in a short period. This canister can be hand thrown or launched from a fired delivery system. The canister is 6.5 in. by 2.7 in. and holds an approximately 3.2 oz. of active agent payload. It has an approximate burn time of 20-30 seconds. (b) DEFENSE TECHNOLOGY, SPEDE-HEAT CONTINUOUS DISCHARGE CANISTER, CS, #1072, cost: $26, quantity: 60. The Spede-HeatTM CS canister is a high volume, continuous burn. It expels its payload in approximately 20-40 seconds. The payload is discharged through four gas ports on top of the canister, three on the side, and one on the bottom. This launchable canister is 6.12 in. by 2.62 in. and holds approximately 2.9 oz. of active agent. (c) DEFENSE TECHNOLOGY, FLAMELESS TRI-CHAMBER CS CANISTER, #1032, cost $32, quantity: 60. The Tri-Chamber Flameless CS canister design allows the contents to burn within an internal can and disperse the agent safely with reduced risk of fire. The canister is designed primarily for indoor tactical situations to detect and/or dislodge a barricaded subject. This canister will deliver approximately.70 oz. of agent during its 20-25 seconds burn time. The Tri-Chamber Flameless canister can be used in crowd control and tactical deployment situations by Law Enforcement and Corrections but was designed with the barricade situation in mind. Its applications in tactical situations are primarily to detect and/or dislodge barricaded subjects. The purpose of the Tri- Chamber Flameless canister is to minimize the risks to all parties through pain compliance, temporary discomfort, and/or incapacitation of potentially violent or dangerous subjects. The Tri-Chamber Flameless canister City Council 11 — 15 5/17/2022 Copyright Lexipol, LLC 2022/05/06, All Rights Reserved. ***DRAFT*** Military Equipment - 11 Published with permission by Santa Ana Police Department Santa Ana Police Department Santa Ana PD Policy Manual Military Equipment provides the option of delivering a pyrotechnic chemical device indoors, maximizing the chemicals' effectiveness via heat and vaporization while minimizing or negating the chance of fire to the structure. (d) DEFENSE TECHNOLOGY, POCKET TACTICAL CANISTER, CS, #1016, cost: $23, quantity: 48. The Pocket Tactical CS Canister is small and lightweight. The 0.9 oz. of active agent will burn approximately 20-40 seconds. At 4.75 in. by 1.4 inches in size, it easily fits in most tactical pouches. Though this device is slightly over four inches in length, it produces a smoke cloud so fast it appears to be an enveloping screen produced by a full-size tactical canister. (e) DEFENSE TECHNOLOGY, INSTANTANEOUS BLAST CS CANISTER, #1042, cost: $42, quantity: 30. The Instantaneous Blast CS Canister is designed for indoor or outdoor use; this canister's powder is expelled upon initiation of a small internal detonator that has sufficient force to split the canister at six machined grooves on the outside surface. This 6.12 in. by 2.62 in. grenade will deliver approximately 1.5 oz. of active agent. (f) DEFENSE TECHNOLOGY, HAN-BALL CANISTER, CS, #1092, cost: $32, quantity: 45. The Han-BaIITM CS Canister is an outdoor use canister, expelling its payload in approximately 15-20 seconds. This launchable canister holds approximately 1.6 oz. of active agent, which is expelled through three ports around the ball's equator. (g) DEFENSE TECHNOLOGY, FLAMELESS TRI-CHAMBER SAF-SMOKE CANISTER, #1033, cost: $31, quantity: 34. The Tri-Chamber Flameless Saf-Smoke TM Canister design allows the contents to burn within an internal can and disperse the agent safely with reduced risk of fire. The grenade is designed primarily for indoor tactical situations to detect and/or dislodge a barricaded subject. (h) DEFENSE TECHNOLOGY, POCKET TACTICAL SAF-SMOKE CANISTER, #1017, cost: $22,quantity: 34. The Pocket Tactical Saf- SmokeTM Canister is small and lightweight. The Saf-SmokeTM will burn for approximately 20-40 seconds. At 4.75 in. by 1.4 inches in size, it easily fits in most tactical pouches. This canister is normally used as a signaling or covering device. 2. Purpose: To limit the escalation of conflict where employment of lethal force is prohibited or undesirable. Situations for the use of the less -lethal canisters may include, but are not limited to: (a) Self-destructive, dangerous, and/or combative individuals. (b) Riot/crowd control and civil unrest incidents where the criminal behavior involved exceeds a failure to disburse or curfew violation. (c) Circumstances where a tactical advantage can be obtained. (d) Potentially vicious animals. (e) Training exercises or approved demonstrations. City Council 11 — 16 5/17/2022 Copyright Lexipol, LLC 2022/05/06, All Rights Reserved. ***DRAFT*** Military Equipment - 12 Published with permission by Santa Ana Police Department Santa Ana Police Department Santa Ana PD Policy Manual Military Equipment (f) Tactical situations involving the deployment of the Department's SWAT Team 3. Authorized Use: Only SWAT officers who have received POST certified training in the use of chemical agents are authorized to use chemical agents. 4. Lifespan: 5 years from manufacturing date. 5. Fiscal Impact: No annual maintenance costs 6. Training: SWAT Team members utilizing chemical agent canisters are certified by POST less lethal and chemical agents instructors. 7. Legal and Procedural Rules: The Department will only deploy chemical agents for law enforcement purposes and in accordance with State and Federal law. Use of Force Policy, Control Devices and Techniques Policy, and SWAT Procedure Manual. SPECIALTY MUNITIONS (a) Breaching Shotguns and Munitions: Shotguns and specialty munitions utilized to access secured structures when no other means have proven successful. Description, cost, quantity, and capabilities: (a) Remmington 870 Shotgun Modified for Breaching, cost: $500, quantity: 5. The breaching shotgun is a standard patrol issue shotgun that is shortened to improve maneuverability in a tactical environment. (b) DEFENSE TECHNOLOGY, TKO 12-GAUGE BREACHING ROUND, cost: $7, quantity: 100. The 12-Gauge TKO Breaching Round is a 12-Gauge shell loaded with a compressed zinc slug, utilizing smokeless powder as a propellant. It is a widely used method to breach door locks or hinges for entry during tactical operations. When properly deployed, the TKO can defeat door lock mechanisms, doorknobs, hinges, deadbolts, safety chains, and padlocks on both wooden or hollow core doors. Upon impact with the target, the zinc slug disintegrates into a fine powder eliminating fragmentation. 2. Purpose: Used to defeat locking mechanisms on doors or gates when mechanical breaching is ineffective or not feasible due to environmental factors. 3. Authorized Use: Breaching shotguns and munitions shall only be utilized by trained members of the Department's SWAT Team and only with the approval of the Incident Commander, SWAT Commander, or their designee during tactical incidents or training exercises. 4. Lifespan: (a) Remmington Breaching Shotguns: 25 years (b) TKO 12-Gauge Breaching Rounds: 5 years 5. Fiscal Impact: Annual maintenance of shotguns, approximately $300 City Council 11 — 17 5/17/2022 Copyright Lexipol, LLC 2022/05/06, All Rights Reserved. ***DRAFT*** Military Equipment - 13 Published with permission by Santa Ana Police Department Santa Ana Police Department Santa Ana PD Policy Manual Military Equipment 6. Training: All SWAT Team members deploying breaching shotguns and munitions shall receive initial training before utilizing them in the field. 7. Legal and Procedural Rules: The Department will only utilize breaching shotguns and munitions for official law enforcement purposes in accordance with State and Federal law. SWAT Procedure Manual (b) Explosive Breaching Capabilities: Resources capable of providing explosive breaching. 1. Description, cost, quantity, and capabilities: Currently the Department's SWAT Team trains with the Orange County Sheriff's Department (OCSD)Bomb Squad, providing the Department's SWAT Team with an explosive breaching capability. All explosives and associated equipment are purchased and maintained by the OCSD Bomb Squad and their designated Bomb Technicians. 2. Purpose: To gain access/entry into hardened structures where manual breaching is not possible/practical due to the circumstances present at the critical incident. 3. Authorized Use: Explosive breaching shall only be authorized by the Incident Commander or SWAT Commander, in conjunction with OCSD Bomb Squad personnel. Additionally, explosive breaching shall only be utilized during critical incidents when all other breaching means have been exhausted or when other breaching means would likely result in a failure to gain access into the structure and the failure to gain access would likely result in the loss of a community member or officer's life. Additionally, the use of explosive breaching is authorized for training purposes. 4. Lifespan: Not applicable 5. Fiscal Impact: There is no fiscal impact on the City or Department. 6. Training: The Department's SWAT Team members will train the deployment of explosive breaching with the OCSD Bomb Squad annually. 7. Legal and Procedural Rules: The Department shall only utilize explosive breaching for official law enforcement purposes and pursuant to State and Federal law. (c) Noise Flash Diversionary Devices (NFDD): A device used to distract or divert a dangerous person's attention. 1. Description, cost, quantity, and capabilities: COMBINED TACTICAL SYSTEMS, 7290M MINI FLASH -BANG, cost: $38, quantity: 33. A non -bursting, non -fragmenting multi -bang device that produces a thunderous bang with intense bright light. Ideal for distracting dangerous suspects during assaults, hostage rescue, room entry, or other high -risk arrest situations. 2. Purpose: A diversionary device is ideal for distracting dangerous suspects during assaults, hostage rescue, room entry, or other high -risk arrest situations. To produce atmospheric overpressure and brilliant white light and, as a result, City Council 11 — 18 5/17/2022 Copyright Lexipol, LLC 2022/05/06, All Rights Reserved. ***DRAFT*** Military Equipment - 14 Published with permission by Santa Ana Police Department Santa Ana Police Department Santa Ana PD Policy Manual Military Equipment can cause short-term (6 - 8 seconds) physiological/psychological, sensory deprivation to give officers a tactical advantage. 3. Authorized Use: Diversionary Devices shall only be used by trained members of the Department's SWAT Team during situations that include but are not limited to the following: (a) By officers who have been trained in their proper use. (b) In hostage and barricaded subject situations. (c) In high -risk warrant (search/arrest) services where there may be extreme hazards to officers. (d) During other high -risk situations where their use would enhance officer safety. (e) During training exercises. 4. Lifespan: Until deployed 5. Fiscal Impact: No annual maintenance 6. Training: Prior to use, officers must attend diversionary device training conducted by Post certified instructors. 7. Legal and Procedural Rules: The Department will only utilize NFDDs for official law enforcement purposes and pursuant to State and Federal law. SWAT Procedure Manual, Use of Force Policy. FIREARMS AND AMMUNITION (a) Rifles: Shoulder -fired firearms, with long spirally grooved barrels, intended to cause projectiles to spin, improving accuracy over a long distance. Description, cost, quantity, and capabilities: (a) DANIEL DEFENSE DDM4 V7 223/5.56 PATROL RIFLE equipped with an Aimpoint optic, tactical light, and sling, cost: $1,810, quantity: 107. The DDM4 V7 AR15 style firearm features M-LOK attachment technology with the Daniel Defense MFR 15.0 rail. Built around a Cold Hammer Forged, 16-inch barrel, the V7 has a DID improved Flash Suppressor to reduce flash signature. The mid -length gas system provides smooth and reliable cycling under any condition and reduces both perceived recoil and wear on moving parts. With the M-LOK attachment points that run along 7 positions and an uninterrupted 1913 Picatinny rail on top, the V7 has plenty of room for the sights, optics, and accessories the user may require. (b) DANIEL DEFENSE DDM4 V7 S 223/5.56 SWAT RIFLE equipped with a holographic sight, tactical light, and sling, cost: $1,300, quantity: 35. The DDM4 V7S AR15 style firearm features the MFR 10.0 M-LOK rail and is built around a free-floating, Cold Hammer Forged 11.5-inch barrel. The V7S delivers optimal maneuverability, reliability, accuracy, and terminal ballistics using a wide variety of ammunition. Its carbine length gas system provides smooth and reliable cycling under harsh conditions and reduces City Council 11 — 19 5/17/2022 Copyright Lexipol, LLC 2022/05/06, All Rights Reserved. ***DRAFT*** Military Equipment - 15 Published with permission by Santa Ana Police Department Santa Ana Police Department Santa Ana PD Policy Manual Military Equipment perceived recoil. With the M-LOK attachment points that run along 7 positions and an uninterrupted 1913 Picatinny rail on top, the V7S has plenty of room for sights, optics, and accessories the user may require. Pairing an 11.5-inch barrel and the MFR Rail also ensures compatibility with a wide variety of muzzle devices and sound suppressors. The independently ambi GRIP-N-RIP Charging Handle accommodates left - and right-handed shooters. This rifle also comes with the ergonomic Daniel Defense Buttstock and Pistol Grip. (c) REMINGTON 700 XCR COMPACT TACTICAL RIFLE.308, cost: $2,000, quantity: 6. Remington's Model 700 XCR Compact Tactical Rifle features a 416 stainless steel barreled action with Black TriNyte PVD coating that provides a diamond -hard layer of defense against the elements. The 700 XCR Compact Tactical has an X-Mark Pro externally adjustable trigger, OD Green stock with black webbing, wide tactical -style barrel fluting for rapid cooling, hinged floorplate magazine, and dual front swivel studs and rear stud. 2. Purpose: Used as precision weapons to address threats that exceed the capability of the Department's standard -issue handgun. 3. Authorized Use: Only members POST certified in the use of the rifle are authorized to deploy them in the field. 4. Lifespan: (a) DDM4 7 Patrol Rifle: 15 years (b) DDM4 7 S SWAT Rifle: 10 years (c) Remington 700 XCR: 15 years 5. Fiscal Impact: Annual maintenance for each rifle is approximately $50 6. Training: Prior to using a rifle, officers must be certified by POST instructors in the operation of the rifle. Additionally, all members that operate any rifle are required to pass a range qualification two times a year. 7. Legal and Procedural Rules: Use of Force Policy, Firearms Policy, Officer Involved Shootings and Deaths Policy, Firearms Procedures, and SWAT Procedure Manual (b) Rifle Ammunition: Ammunition specifically designed for use in Department rifles. 1. Description, cost, quantity, and capabilities: (a) SPEER GOLD DOT.223 CALIBER 62 GRAIN RIFLE ROUND, cost: $260 per case of 500, quantity: 70 cases. Remington ammo made by Speer is reloadable, features nickel -plated brass cases and Boxer primers and this is a non -corrosive round. The Gold Dot LE ammunition goes through a process of joining the jacket and core one molecule at a time, thanks to this Speer eradicates the potential for the leading cause of bullet failure (jacket/core separation). This process will guarantee extraordinary weight retention through barriers as strong as auto -glass. In addition to City Council 11 — 20 5/17/2022 Copyright Lexipol, LLC 2022/05/06, All Rights Reserved. ***DRAFT*** Military Equipment - 16 Published with permission by Santa Ana Police Department Santa Ana Police Department Santa Ana PD Policy Manual Military Equipment its remarkable strength, Gold Dot rifle ammunition asserts remarkable accuracy. With exact tolerances and unparalleled bullet uniformity of jacket thickness. (b) FEDERAL / WINCHESTER.223/5.56 TRAINING AMMUNITION, cost: $170 per case of 500, quantity; 130 cases. Federal and Winchester ammunition features a lead core 55-grain full metal, non-magnetic, jacket. Non -corrosive boxer primer and new virgin brass casings can be reloaded up to seven times. (c) FEDERAL / WINCHESTER.223/5.56 FRANGIBLE TRAINING AMMUNITION, cost: $290 per case of 500, quantity; 60 cases. Federal and Winchester Frangible 223 Remington ammunition is loaded with a 55 grain Reduced Hazard Training (RHT) bullet. BallistiClean features frangible Reduced Hazard Training bullets that break-up immediately on contact with metal targets, significantly reducing ricochet and backlash danger. BallistiClean loads feature a copper -plated primer and a "N7 (non -toxic) headstamp to clearly identify BallistiClean as a training round at a glance, eliminating confusion with duty rounds. With this Federal ammunition range operators have no hazardous waste disposal problems and it meets or exceeds all OSHA and EPA standards. (d) FEDERAL GOLD MEDAL.308 168GR RIFLE ROUND, cost: $398 per case of 500, quantity: 24 cases. The Federal Gold Medal.308 Winchester ammunition is new production ammo that features a 168 Grain Sierra MatchKing Hollow Point Boat Tail bullet, a non -corrosive boxer primer, and the.308 Winchester ammunition is brand new never fired virgin brass casing that can be reloaded up to seven times for those shooters that reload their.308 Winchester ammunition. Sierra MatchKing Boat -tail bullet with Federal's proprietary delivery system. Federal's Gold Medal.308 Winchester ammo offers a muzzle speed of 2650 feet per second and muzzle energy of 2619 foot pounds. 2. Purpose: To be used in Department rifles to address lethal threats to the community and Department personnel with greater accuracy, enhancing community safety. 3. Authorized Use: Only members who have received POST certified training in the use of the rifle are authorized to utilize rifle ammunition. 4. Fiscal Impact: The Department budgets $70,000 annually for all Department firearm ammunition. 5. Lifespan: The ammunition listed above does not have an expiration date. 6. Training: Prior to using a rifle, officers must be certified by POST instructors in the operation of the rifle. Additionally, all members that operate any rifle are required to pass a range qualification two times a year. 7. Legal and Procedural Rules: Use of Force Policy, Firearms Policy, Officer Involved Shootings and Deaths Policy, Firearms Procedures, and SWAT Procedure Manual City Council 11 — 21 5/17/2022 Copyright Lexipol, LLC 2022/05/06, All Rights Reserved. ***DRAFT*** Military Equipment - 17 Published with permission by Santa Ana Police Department Santa Ana Police Department Santa Ana PD Policy Manual Military Equipment 707.6 MAINTENANCE OF SUPPLY LEVELS When the inventory of military equipment has reached significantly low levels or has been exhausted, the Department may order up to 10% of stock in a calendar year without city council approval to maintain essential availability for the Department's needs. In the event of a critical incident where the use of military equipment would be crucial to successful incident stabilization, the Department is authorized to acquire additional stock of items listed here from other law enforcement agencies or CaIOES. The emergency acquisition of items listed in this policy may only be done with the expressed, written, approval of the Chief of Police or authorized designee. 707.7 APPROVAL The Chief of Police or the authorized designee shall obtain approval from the governing body by way of an ordinance adopting the military equipment policy. As part of the approval process, the Chief of Police or the authorized designee shall ensure the proposed military equipment policy is submitted to the governing body and is available on the department website at least 30 days prior to any public hearing concerning the military equipment at issue (Government Code § 7071). The military equipment policy must be approved by the governing body prior to engaging in any of the following (Government Code § 7071): (a) Requesting military equipment made available pursuant to 10 USC § 2576a. (b) Seeking funds for military equipment, including but not limited to applying for a grant, soliciting or accepting private, local, state, or federal funds, in -kind donations, or other donations or transfers. (c) Acquiring military equipment either permanently or temporarily, including by borrowing or leasing. (d) Collaborating with another law enforcement agency in the deployment or other use of military equipment within the jurisdiction of this department. (e) Using any new or existing military equipment for a purpose, in a manner, or by a person not previously approved by the governing body. (f) Soliciting or responding to a proposal for, or entering into an agreement with, any other person or entity to seek funds for, apply to receive, acquire, use, or collaborate in the use of military equipment. (g) Acquiring military equipment through any means not provided above. 707.8 COORDINATION WITH OTHER JURISDICTIONS Military equipment used by any member of this jurisdiction shall be approved for use and in accordance with this policy. Military equipment used by other jurisdictions that are providing mutual aid to this jurisdiction shall comply with their respective military equipment use policies in rendering mutual aid. City Council 11 — 22 5/17/2022 Copyright Lexipol, LLC 2022/05/06, All Rights Reserved. ***DRAFT*** Military Equipment - 18 Published with permission by Santa Ana Police Department Santa Ana Police Department Santa Ana PD Policy Manual Military Equipment 707.9 ANNUAL REPORT Upon approval of a military equipment policy, the Chief of Police or the authorized designee should submit a military equipment report to the governing body for each type of military equipment approved within one year of approval, and annually thereafter for as long as the military equipment is available for use (Government Code § 7072). The Chief of Police or the authorized designee should also make each annual military equipment report publicly available on the department website for as long as the military equipment is available for use. The report shall include all of the following information: (a) A summary of how the military equipment was used and the purpose of its use. (b) A summary of any complaints or concerns received concerning the military equipment. (c) The results of any internal audits, any information about violations of the military equipment use policy, and any actions taken in response. (d) The total annual cost for each type of military equipment, including acquisition, personnel, training, transportation, maintenance, storage, upgrade, and other ongoing costs, and from what source funds will be provided for the military equipment in the calendar year following submission of the annual military equipment report. (e) The quantity possessed for each type of military equipment. (f) If the Department intends to acquire additional military equipment in the next year, the quantity sought for each type of military equipment. 707.10 COMMUNITY ENGAGEMENT Within 30 days of submitting and publicly releasing the annual report, the Department shall hold at least one well -publicized and conveniently located community engagement meeting, at which the Department should discuss the report and respond to public questions regarding the funding, acquisition, or use of military equipment. City Council 11 — 23 5/17/2022 Copyright Lexipol, LLC 2022/05/06, All Rights Reserved. ***DRAFT*** Military Equipment - 19 Published with permission by Santa Ana Police Department Finance and Management Services www.santa-ana.org/finance Item # 12 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Quarterly Report of Contracts Awarded by the City Manager AGENDA TITLE: Receive and File 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 RECOMMENDED ACTION Receive and file Quarterly Report of Contracts entered into between January 1, 2022 to March 31, 2022, 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 (Report) to the City Council disclosing all contracts approved and executed under her authority for informational purposes. The Report is required to include the names of the contractors and the amounts of each contract along with a brief description. Section 2-748 provides 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 during the period January 1, 2022 to March 31, 2022, valued at amounts between $500 and $50,000 for Non -Public Works and up to $250,000 for Public Works contracts and agreements. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. EXHIBIT(S) 1. Quarterly Report of Contracts — January 1, 2022 — March 31, 2022 Submitted By: Kathryn Downs, FMSA Executive Director Approved By: Kristine Ridge, City Manager City Council 12 — 1 5/17/2022 EXHIBIT 1 Quarterly Report of Contracts: January 12022 to March 31, 2022 No. Date Vendor Name Type Number Agency Amount Description 1 01/01/2022 LOWES HOME CENTERS BOC 7170 CITYWIDE $ 10,000.00 CONSTRUCTION MATERIALS, HARDWARE & LUMBER 2 01/01/2022 CORNER BAKERY BOC 7171 CITYWIDE $ 5,000.00 FOOD FOR EVENTS & MEETINGS 3 01/01/2022 SABP REPROGRAPHICS BOC 7172 CITYWIDE $ 7,500.00 REPROGRAPHIC SERVICES 4 01/01/2022 FEDEX BOC 7174 CITYWIDE $ 10,000.00 FED EX PARCEL & MAIL DELIVERY 5 01/01/2022 FEDEX OFFICE AND PRINT BOC 7177 CITYWIDE $ 5,000.00 REPROGRAPHIC SERVICES, SIGNS, BANNERS & POSTERS 6 01/01/2022 MAIN ELECTRIC SUPPLY CO BOC 7180 PWA $ 15,000.00 MISC ELECTRICAL SUPPLIES 7 01/01/2022 AMERICAN POPCORN BOC 7183 POL $ 15,000.00 POPCORN FOR JAIL 8 01/01/2022 PETSMART INC BOC 7192 POL $ 5,000.00 DOG FOOD & SUPPLIES FOR PD 9 01/01/2022 TALLEY INC BOC 7193 PWA $ 10,000.00 SIGNAL ISOLATORS 10 01/01/2022 DONNOE & ASSOCIATES INC BOC 7209 CITYWIDE $ 10,000.00 WRITTEN TEST SERVICES FOR PD 11 01/01/2022 BEE BUSTERS INC BOC 7213 CITYWIDE $ 12,000.00 EXTERMINATION SERVICES 12 01/01/2022 GANAHL LUMBER COMPANY BOC 7223 CITYWIDE $ 15,000.00 CONSTRUCTION MATERIALS 13 01/01/2022 STARLITE RECLAMATION BOC 7237 PWA $ 10,000.00 NON -HAZARDOUS REMOVAL & DISPOSAL 14 01/01/2022 GEMTECH COATINGS BOC 7247 PWA $ 5,000.00 POWDER COATING SERVICES 15 01/01/2022 VCLOUD TECH INC BOC 7279 IT $ 7,660.00 ADOBE SOFTWARE LICENSE 16 01/01/2022 WEDGEWOOD PHARMACY BOC 7280 PRCS $ 5,000.00 MEDICATIONS FOR ZOO 17 01/01/2022 MWI ANIMAL HEALTH BOC 7302 PRCS $ 15,000.00 VETERINARY SUPPLIES URL 18 01/01/2022 MIDWESTTAPE BOC 7306 LIB $ 20,000.00 VARIOUS DVDS FOR LIBRARY 19 01/01/2022 FIRST CHOICE SERVICES BOC 7327 HR $ 3,000.00 COFFEE GOODS AND DELIVERY SERVICES 20 01/01/2022 VARIABLE SPEED SOLUTION BOC 7329 PWA $ 10,000.00 PARTS & SERVICE ON DRIVES 21 01/03/2022 BEETRONICS INC PO 124641 POL $ 1,316.00 EQUIPMENT: BEETRONICS MONITORS 22 01/04/2022 PITNEY BOWES PRESORT PO 124642 PBA $ 1,027.20 ANNUAL PRINTER MAINTENANCE 23 01/04/2022 CI SOLUTIONS AG N-2022-002 POL $ 25,000.00 ID CARD SYST SW SUPPORT & HARDWARE 24 01/04/2022 OPEX CORPORATION AG N-2022-006 FMS $ 25,000.00 MAIL OPENING EQUIPT MAINTENANCE 25 01/04/2022 DIAZ, SELICA AG N-2022-021 CDA $ 3,750.00 COMMUNITY BENEFIT ARTS AND CULTURE DONATION 26 01/04/2022 ORANGE COUNTY CHILDREN'S THERAPEUTIC AG N-2022-032 CDA $ 6,000.00 COMMUNITY BENEFIT ARTS AND CULTURE DONATION 27 01/04/2022 MASCORRO, JOSE AG N-2022-033 CDA $ 5,625.00 COMMUNITY BENEFIT ARTS AND CULTURE DONATION 28 01/04/2022 GRAHAM, NATALIE AG N-2022-036 LIB $ 500.00 SPEAKER/PERFORMER 29 01/05/2022 ALCOTARGET COMPANY PO 124647 POL $ 3,748.10 POLICE TRAINING TARGET - GRAY 30 01/05/2022 SUSTAINABLE SUPPLY LLC PO 124648 PWA $ 6,567.82 COMBO EYE/FACE WASH & SHOWERS 31 01/05/2022 ROBOKIND LLC PO 124649 LIB $ 31,108.50 AUTISM ROBOT PACKAGE 32 01/05/2022 APPLE INC PO 124650 LIB $ 9,085.91 IPAD PRO 11 33 01/06/2022 LOCTEK INC PO 124651 FMS $ 1,582.96 MOTORIZED ALCOVERISER DESKS 34 01/10/2022 APPLE INC PO 124652 LIB $ 12,445.37 APPLE MACBOOK PRO 13 35 01/10/2022 STEPHEN DORECK EQUIPMENT RENTALS AG N-2022-084 PWA $ 4,660.00 STORE VEHICLES, MATERIAL & CONST EQUIPT 36 01/11/2022 MEYERS CONSTRUCTION CO PO 124656 PRCS $ 3,120.00 SENIOR CENTER MODIFICATIONS 37 01/11/2022 ADAFRUIT INDUSTRIES LLC PO 124657 LIB $ 785.73 STEM KIT 38 01/11/2022 WEST COAST ARBORISTS PO 124659 POL $ 7,500.00 TREE REMOVAL SERVICES (5 TOTAL) 39 01/11/2022 S&5 WORLDWIDE INC PO 124660 PRCS $ 764.64 ARTS & CRAFTS SUPPLIES 40 01/11/2022 ORANGE COUNTY DEMOLITION INC PO 124661 PRCS $ 4,320.00 DEMO OUTDATED HABITAT 41 01/11/2022 MELODY ANN SEANOA DBA TUPUA AG N-2022-005 CDA $ 4,125.00 COMMUNITY BENEFIT ARTS AND CULTURE DONATION 42 01/12/2022 AJ CONSTRUCTION SPECIALTIES PO 124662 PRCS $ 4,942.00 INSTALL 4 TOILET COMPARTMENTS 43 01/12/2022 SOUTHERN COUNTIES LUBRICANTS PO 124663 PWA $ 2,454.05 MOTOR OIL &nbsp; City Council Page 1 of 6 &nbsp;12 &ndash;&nbsp;2 5/ 17/2022 &nbsp; No. Date Vendor Name Type Number Agency Amount Description 44 01/12/2022 RON TURLEY ASSOCIATES INC PO 124664 PWA $ 8,450.00 ANNUAL SOFTWARE MAINT & SUPPORT 45 01/13/2022 BATTLEHOUSE LLC PO 124666 POL $ 4,632.20 EQUIPMENT: SPEED BAG 46 01/13/2022 BILLANTE, SAVANNAH AG N-2022-011 CAD $ 30,000.00 SETTLEMENT 47 01/13/2022 NAVA, LUIS dba BEBO ENTERTAINMENT AG N-2022-045 LIB $ 6,400.00 SPEAKER/PERFORMER 48 01/18/2022 HILLSBOROUGH FENCE COM PO 124668 POL $ 22,003.10 BATTING CAGE FENCING 49 01/18/2022 KIWICO INC PO 124669 LIB $ 1,298.24 GEOMETRIC LASER PROJECTOR 50 01/18/2022 SALAZAR, RUBEN AG N-2022-087 CDA $ 1,406.00 COMMUNITY BENEFIT ARTS AND CULTURE DONATION 51 01/19/2022 EVERETT DOREY LLP AG N-2022-013 CAO $ 50,000.00 ASSIST IN-HOUSE ATTORNEYS 52 01/19/2022 TUMBLE-N-KIDS, INC AG N-2022-054 PRCS $ 25,000.00 RECREATION CLASS 53 01/22/2022 SUPER BIRTHDAY, INC dba MINI EXPRESS AG N-2022-048 LIB $ 850.00 TRACKLESS TRAIN ACTIVITY, DIA DE NINOS 54 01/22/2022 BERNAL YENNY dba UPLIFTING SOUL ART AG N-2022-057 CDA $ 1,284.00 COMMUNITY BENEFIT ARTS AND CULTURE DONATION 55 01/22/2022 AGUILERA, MARINA AG N-2022-070 CDA $ 1,804.00 GREEN PARROTS FESTIAL ASSISTANCE 56 01/25/2022 ILLINOIS LIBRARY ASSOCIATION PO 124675 LIB $ 13,352.51 YOUNG ADULT SERVICES SRP SHIRTS 57 01/25/2022 MAGELLAN ADVISORS, LLC AG N-2021-140-01 IT $ 50,000.00 COMMUNITY BROADBAND MARKET SURVEY 58 01/25/2022 MARTINEZ DIAZ, JONATHAN AG N-2022-018 CDA $ 3,375.00 COMMUNITY BENEFIT ARTS AND CULTURE DONATION 59 01/25/2022 MIDWEST TAPE, LLC AG N-2022-038 LIB $ 20,640.00 INTERNET CONTENT VIA MOBILE DEVICES 60 01/26/2022 STERILUMEN INC PO 124676 PWA $ 1,653.86 DISINFECTION & FILTRATION KIT 61 01/26/2022 OPEN TEXT INC PO 124678 POL $ 1,559.74 SOFTWARE RENEWAL: BRAVA! DESKTOP 62 01/26/2022 SANTA ANA BUSINESS COUNCIL AG N-2022-039 CDA $ 4,100.00 BOCA DE ORO EVENT ASSISTANCE 63 01/27/2022 B&H PHOTO VIDEO PO 124679 POL $ 3,182.15 LED PANEL WITH CASE KIT 64 01/27/2022 CLYDE ARMORY INC PO 124681 POL $ 19,101.79 DANIEL DEFENSE RIFLES 65 01/27/2022 CLYDE ARMORY INC PO 124682 POL $ 16,637.09 OPTIC GUN MOUNT 66 01/27/2022 GOMEZ, VERONICA AG N-2022-040 CDA $ 4,500.00 EXPO MORELENSE EVENT ASSISTANCE 67 01/28/2022 COAST RECREATION INC PO 124686 PRCS $ 3,141.86 PLAYGROUND EQUIPMENT 68 01/28/2022 BOOMERS IRVINE PO 124688 PRCS $ 1,663.97 4 HOURS UNLIMITED PLAY 69 01/28/2022 SOUTHLAND ENVELOPE CO INC PO 124690 POL $ 1,520.76 SAPD EVIDENCE ENVELOPES 70 01/28/2022 SAFEGUARD BY FONTIS PO 124691 PBA $ 1,346.50 ADMINISTRATIVE CITATION BOOKLETS 71 01/31/2022 COUNTY OF ORANGE TREASURER PO 124692 FMS $ 1,300.00 W2 - FOLD & PRESSURE SEAL ONLY 72 02/01/2022 I INITIAL BOC 7189 CITYWIDE $ 8,000.00 SCREENPRINTING CLOTHING 73 02/01/2022 SHERWIN-WILLIAMS 60C 7190 CITYWIDE $ 5,000.00 PAINT & PAINTING SUPPLIES 74 02/01/2022 U S GAIN A DIVISION OF 130C 7191 PWA $ 12,500.00 CNG FUEL 75 02/01/2022 SOCAL RADAR - LASER BOC 7208 POL $ 5,000.00 POLICE RADAR & LIDAR CALIBRATION SERVICES 76 02/01/2022 BENDER READY MIX INC BOC 7214 PWA $ 23,500.00 PROVIDE READY MIX CONCRETE 77 02/01/2022 EFFICIENT X-RAY BOC 7220 POL $ 2,000.00 MONTHLY HAZARDOUS WASTE 78 02/01/2022 WORLD OIL ENVIRONMENTAL BOC 7229 CITYWIDE $ 5,000.00 WASTE DISPOSAL SERVICES 79 02/01/2022 FIRSTAMERICAN DATATRE 80C 7239 CITYWIDE $ 5,000.00 PROVIDE RECORDED PROPERTY DOCUMENTS 80 02/01/2022 LIFECOM INC 130C 7241 PWA $ 5,000.00 TRAINING & EQUIPMENT CALIBRATION 81 02/01/2022 BEYONDGREEN BIOTECH INC BOC 7264 PRCS $ 20,000.00 DOG WASTE BAGS/DISPENSERS 82 02/01/2022 TUSTIN AWARDS BOC 7268 CITYWIDE $ 10,000.00 AWARDS & TROPHIES 83 02/01/2022 L.E.A.P.S.PX BOC 7278 POL $ 5,000.00 CORRECTIONAL OFFICER TRAINEE EQUIPMENT 84 02/01/2022 AAHS ENGRAVING AND CORP 60C 7282 CITYWIDE $ 10,000.00 AWARDS, TROPHIES & PLAQUES 85 02/01/2022 COLD BOX INC 130C 7311 POL $ 17,000.00 REFRIGERATED CONTAINER RENTAL SERVICES 86 02/01/2022 OR CO FARM SUPPLY BOC 7312 PRCS $ 6,000.00 SEEDS & PLANT SUPPLIES 87 02/01/2022 SMART SOURCE OF CALIFORNIA LLC PO 124694 PBA $ 949.66 COMBO INSPECTION NCR BOOKLETS 88 02/02/2022 MEDINA, FREDERICO JR AG N-2022-004 CDA $ 3,125.00 COMMUNITY BENEFIT ARTS AND CULTURE DONATION 89 02/02/2022 MELGOZA, JORGE dba ARDENT ERGONOMICS AG N-2022-027 HR $ 50,000.00 PREVENTATIVE ERGONOMICS ASSESMENTS 90 02/02/2022 PATROL SOLUTIONS, INC AG N-2022-029 PRCS $ 50,000.00 SECURITY AT SANTA ANA ZOO &nbsp; City Council Page 2 of 6 &nbsp;12 &ndash;&nbsp;3 5/ 17/2022 &nbsp; No. Date Vendor Name Type Number Agency 91 02/02/2022 STATE OF CALIFORNIA DEPARTMENT OF AG N-2022-031 CDA 92 02/02/2022 EMERALD ISLE ENTERTAINMENT, INC. AG N-2022-044 LIB 93 02/02/2022 ADR SERVICES, INC. AG N-2022-051 PBA 94 02/03/2022 FLORAL PARK NEIGHBORHOOD ASSOCIATION AG N-2022-022 CDA 95 02/03/2022 MOBILE ED PRODUCTIONS, INC AG N-2022-046 LIB 96 02/03/2022 COMMUNITY PARTNERS AG N-2022-071 CDA 97 02/08/2022 BOOMERS IRVINE PO 124699 PRCS 98 02/08/2022 MARKS PLUMBING PARTS PO 124700 POL 99 02/08/2022 JENDCO SAFETY SUPPLY PO 124701 PWA 100 02/08/2022 BSN SPORTS LLC PO 124702 POL 101 02/08/2022 PLUMBERS DEPOT INC PO 124703 PWA 102 02/08/2022 SMARTVAULT CORPORATION PO 124704 CDA 103 02/09/2022 CUMMINS-ALLISON CORP PO 124705 PWA 104 02/09/2022 LAUTZENHISERS STATIONERY INC PO 124707 COC 105 02/09/2022 ADAMSON POLICE PRODUCTS PO 124708 POL 106 02/09/2022 CHID LLLP PO 124709 POL 107 02/10/2022 THE VEST MAN PO 124711 POL 108 02/10/2022 ADAMSON POLICE PRODUCTS PO 124712 POL 109 02/10/2022 GLOBAL TEST SUPPLY LLC PO 124713 LIB 110 02/10/2022 SHAW, HANNAH AKA THE KITTEN LADY AG N-2022-085 PRCS 111 02/11/2022 FUJI MATS LLC PO 124714 POL 112 02/11/2022 IPROMOTEU PO 124715 POL 113 02/14/2022 SNELL, DELILAH AG N-2022-065 LIB 114 02/14/2022 AVANTGARDEN-THE ART GALLERY AG N-2022-088 PWA 115 02/15/2022 THE FRIDA CINEMA AG N-2022-003 CDA 116 02/15/2022 DREAM SHAPERS AG N-2022-009 LIB 117 02/15/2022 AMERICANS FOR THE ARTS AG N-2022-025 CDA 118 02/15/2022 REYES, ROGELIO AG N-2022-034 CDA 119 02/15/2022 RANESES, MICHAEL AG N-2022-041 PBA 120 02/15/2022 SOLOMAN, STEPHEN H. AG N-2022-042 PBA 121 02/15/2022 SILVER & WRIGHT, LLP AG N-2022-043 PBA 122 02/17/2022 B&H PHOTO VIDEO PO 124720 PBA 123 02/17/2022 PLAYERS CHOICE PO 124722 PRCS 124 02/17/2022 PLAYERS CHOICE PO 124723 CIVIC) 125 02/17/2022 TAB PRODUCTS CO LLC PO 124724 CDA 126 02/17/2022 MONKEY'S MUNCHIES, INC AG N-2022-028 LIB 127 02/23/2022 SHOWCASE FACILITY SOLUTIONS PO 124728 PWA 128 02/23/2022 HELM LLC PO 124730 PWA 129 02/23/2022 LC ACTION POLICE SUPPLY PO 124731 POL 130 02/23/2022 TACTICAL DISTRIBUTORS PO 124732 POL 131 02/23/2022 MOTOPORT USA PO 124733 POL 132 02/23/2022 IDEAL BLASTING SUPPLY PO 124734 POL 133 02/23/2022 LOS ANGELES GALAXY PO 124735 PRCS 134 02/23/2022 GARCIA, SARAH RAFAEL AG N-2022-010 LIB 135 02/23/2022 CV STRATEGIES AG N-2022-049 PWA 136 02/23/2022 STATE OF CALIFORNIA DEPARTMENT OF AG N-2022-058 CDA 137 02/24/2022 SMART SOURCE OF CALIFORNIA LLC PO 124736 PWA Amount Description $ 7,575.96 NON PAYMENT RENT, JUL 2020-JUNE 2021 $ 17,500.00 AMUSEMENT DEVICE PROVIDER $ 20,000.00 ADMINISTRATIVE HEARING OFFICER $ 2,600.00 COMMUNITY BENEFIT ARTS AND CULTURE DONATION $ 1,295.00 STEAM ACTIVITY $ 1,895.00 SMART WALK EVENT ASSISTANCE $ 693.53 4 HOURS UNLIMITED PLAY $ 1,898.31 TOILET BOWLS $ 2,356.52 MULTIGAS DETECTOR/MONITOR $ 10,324.91 PRO BATTING TUNNEL NET $ 4,896.59 SPRAY GUN W/ INLINE HANDLE $ 4,955.58 SUBSCRIPTION: SMARTVAULT PLAN $ 550.04 SERVICE CONTRACT RENEWAL $ 2,232.77 MINUTE BOOKS, AWARD HOLDERS $ 10,591.79 LESS THAN LETHAL AMMO $ 860.00 ANNUAL CALIBRATION & MAINTENANCE $ 737.44 VEST CARRIER - EXTERNAL WEAR $ 1,611.03 FIREARMS $ 4,167.52 DIGILAB 3D PRINTER $ 5,000.00 SPEAKER/PERFORMER $ 7,115.74 ROLL OUT SELF DEFENSE MATS $ 594.30 BANNER WALL $ 500.00 SPEAKER/PERFORMER $ 672.00 COMMUNITY BENEFIT ARTS AND CULTURE DONATION $ 8,543.00 COMMUNITY BENEFIT ARTS AND CULTURE DONATION $ 9,500.00 SPEAKER/PERFORMER $ 9,000.00 ECONOMIC IMPACT STUDY $ 4,800.00 COMMUNITY BENEFIT ARTS AND CULTURE DONATION $ 49,000.00 ADMINISTRATIVE HEARING SERVICES $ 49,000.00 ADMINISTRATIVE HEARING SERVICES $ 49,000.00 ADMINISTRATIVE HEARING SERVICES $ 512.87 WIRELESS SPEAKER $ 3,530.05 BASKETBALL AWARDS $ 6,681.25 STATE OF THE CITY EVENT AWARDS $ 3,068.04 FUSION SOFTWARE RENEWAL FEE $ 3,000.00 QUICK SERVICE FOOD VENDING $ 4,950.00 BASEMENT FURNITURE INSTALLATION $ 750.00 IDS SOFTWARE LICENSE $ 5,080.23 GUN HOLSTER $ 13,143.43 COMBAT TRAINING PANTS $ 1,459.00 AIR MESH TROUSERS - BLUE - CUST $ 1,188.57 EXPLOSIVES STORAGE BOX $ 1,440.00 GALAXY SOCCER GAME TICKETS $ 500.00 SPEAKER/PERFORMER $ 50,000.00 STRATEGIC COMMUNICATN/PUBLIC RELTNS $ 15,700.56 NON PAYMENT RENT, JUL 2020-JUNE 2021 $ 7,518.59 PACKETS - WATER POSTER CONTEST &nbsp; City Council &nbsp;12 &ndash;&nbsp;4 5/ 17/2022 Page 3 of 6 &nbsp; No. Date Vendor Name Type Number Agency Amount Description 138 02/24/2022 TUSTIN LOCK AND SAFE PO 124737 FMS $ 15,238.09 REPLACE VAULT DOOR IN CITY HALL 139 02/25/2022 SC SIGNS AND SUPPLIES LLC PO 124739 PWA $ 2,611.86 SIGNS AND DOT REFLECTORS 140 02/25/2022 PLAYERS CHOICE PO 124740 PWA $ 3,487.58 CAST PLAQUES 141 02/28/2022 PLAYERS CHOICE PO 124741 POL $ 1,076.28 CUSTOM AWARDS 142 02/28/2022 MOTOPORT USA PO 124742 POL $ 1,537.16 AIR MESH TROUSERS - CUSTOM 143 02/28/2022 BEAR TRAINING SOLUTIONS, INC. PO 124743 POL $ 10,923.91 SWATTRAINING DOOR 144 02/28/2022 CHINOOK MEDICAL GEAR INC PO 124744 POL $ 21,275.78 INDVIDUAL FIRST AID KITS 145 02/28/2022 THE CHARLES W. BOWERS MUSEUM AG N-2022-019 CDA $ 4,500.00 COMMUNITY BENEFIT ARTS AND CULTURE DONATION 146 03/01/2022 VISTA PAINT CORP BOC 7225 PWA $ 3,000.00 PAINT AND PAINT SUPPLIES 147 03/01/2022 DIAMOND ENVIRONMENTAL S BOC 7227 CITYWIDE $ 18,000.00 PORTABLE RESTROOM RENTALS 148 03/01/2022 SPOK INC BOC 7228 PWA $ 2,500.00 PAGERS AND SERVICES 149 03/01/2022 CREATE A PARTY RENTALS BOC 7230 CITYWIDE $ 7,500.00 CANOPY RENTAL SERVICES 150 03/01/2022 FEDERAL SIGNAL CORP BOC 7231 PWA $ 10,000.00 EMERGENCY VEHICLES LIGHTNG 151 03/01/2022 OMEGA INDUSTRIAL SUPPLY BOC 7233 PWA $ 12,000.00 SEWAGE DEGREASER 152 03/01/2022 BCT BUSINESS CARDS TOMO BOC 7240 FMS $ 10,000.00 BUSINESS CARDS FOR CITYWIDE 1S3 03/01/2022 WORLDWIDE RECOVERY SYST BOC 7242 PWA $ 12,500.00 WASTE DISPOSAL ONLY 154 03/01/2022 LOSO CREATION LLC BOC 7292 CITYWIDE $ 10,000.00 EMBROIDERY AND SCREENPRINTING SERVICES 155 03/01/2022 WEST COAST PROCESSORS BOC 7313 PRCS $ 1,000.00 ANIMAL SEAFOOD FOR ZOO 156 03/01/2022 BARNES & NOBLE BOOKSELL BOC 7317 LIB $ 15,000.00 BOOKS AND AUDIO VISUAL FOR LIBRARY 157 03/01/2022 OPUS INSPECTION INC BOC 7319 PWA $ 5,000.00 SMOG MACHINE RENTAL 158 03/01/2022 NABERS CLEANERS BOC 7325 CITYWIDE $ 3,000.00 DRY CLEANING SERVICES 159 03/01/2022 HERC RENTALS INC BOC 7326 PRCS $ 10,000.00 EQUIPMENT RENTALS 160 03/01/2022 SOV SECURITY PO 124747 POL $ 1,135.82 19" MONITORS 161 03/01/2022 SOUTHLAND ENVELOPE CO INC PO 124749 POL $ 663.42 TOP FLAP CATALOG ENVELOPES 162 03/01/2022 ROYAL WHOLESALE ELECTRIC PO 124750 PWA $ 4,669.22 PVC COATED CONDUITS 163 03/01/2022 SOUTH COAST INDUSTRIAL DOOR PO 124751 HR $ 57,370.00 REPLACE PARKING STRUCTURE GATE 164 03/01/2022 TOTAL IMAGING SOLUTIONS LLC PO 124752 LIB $ 11,736.82 EQUIPMENT: MICROFORM SYSTEM 165 03/01/2022 CHILD CREATIVITY LAB, INC. AG N-2022-012 LIB $ 4,999.00 CHILD CREATIVITY LAB 166 03/02/2022 CCTV CAMERA PROS LLC PO 124754 POL $ 1,671.42 HIGHT DEFINITION CAMERA 167 03/02/2022 FASTCASE INC PO 124756 POL $ 2,400.00 DIGITAL LAW LIBRARY ONLINE ACCESS 168 03/02/2022 MK PRINTING PO 124757 POL $ 1,307.72 PRINTED AWARDS PROGRAMS FOR SAPD 169 03/02/2022 NORTHERN TOOL & EQUIPMENT PO 124760 PRCS $ 1,426.93 WIRE SHELVING UNITS W/ 25 BINS 170 03/02/2022 WESTERN PRINTING SYSTEMS INC PO 124761 PBA $ 5,263.67 GENERAL PLAN MAILERS 171 03/02/2022 ADAMS, BRIANA H. AG N-2022-016 CDA $ 5,260.00 COMMUNITY BENEFIT ARTS AND CULTURE DONATION 172 03/03/2022 KURZWEIL EDUCATION INC PO 124762 LIB $ 3,327.08 STANDALONE LICENSE 173 03/03/2022 CDCE INC PO 124763 POL $ 14,808.84 CRADLEPOINT IBR900 ROUTER 174 03/07/2022 VORTEX INDUSTRIES INC PO 124767 POL $ 9,977.40 DOOR OPENER OPERATOR INSTALLATION 175 03/07/2022 SILENT SOUND SYSTEM PO 124768 LIB $ 1,896.58 30 HEADPHONES & 3 TRANSMITTERS 176 03/07/2022 HERNANDEZ, PRISCILA AG N-2022-017 CDA $ 4,750.00 COMMUNITY BENEFIT ARTS AND CULTURE DONATION 177 03/08/2022 GAYLORD BROS INC PO 124769 LIB $ 3,658.25 3"DIAMETER ARCHIVAL ROLL STORAGE 178 03/08/2022 LN CURTIS & SONS INC PO 124771 POL $ 4,822.35 BALLISTIC HELMETS 179 03/08/2022 CHURROS LOS CUATES PO 124772 LIB $ 618.38 CHURRO LOS CUATES FOOD TRUCK 180 03/08/2022 UNIVERSITY OF CALIFORNIA IRVINE(UCI), AG N-2022-059 POL $ 49,500.00 EVIDENCE COLLECTION SERVICES 181 03/08/2022 STINSON-HERNANDEZ, FELICE AG N-2022-062 POL $ 40,000.00 COUNSELING SERVICES &nbsp; City Council Page 4 of 6 &nbsp;12 &ndash;&nbsp;5 5/ 17/2022 &nbsp; No. Date Vendor Name Type Number Agency Amount Description 182 03/08/2022 BAUTISTA, MARIA AG N-2022-063 CAD $ 10,000.00 SETTLEMENT 183 03/08/2022 WEBB'S K9 TRAINING AG N-2022-064 POL $ 7,800.00 POLICE BLOODHOUND TRAINING SERVICES 184 03/09/2022 TANGATA AT BOWERS MUSEUM PO 124774 POL $ 913.00 BANQUET AWARDS CEREMONY 185 03/09/2022 ACCO ENGINEERED SYSTEMS PO 124775 PWA $ 222,541.00 REPLACE 160 TON CARRIER CHILLER 186 03/09/2022 JENDCO SAFETY SUPPLY PO 124776 PWA $ 1,306.63 MSA CALIBRATION CYLINDER 187 03/09/2022 ROACH, BRENNAN AG N-2022-020 CDA $ 3,300.00 COMMUNITY BENEFIT ARTS AND CULTURE DONATION 188 03/09/2022 CORAZON DE MARIPOSAS, INC AG N-2022-047 CDA $ 4,444.00 LA QUATROFEST EVENT ASSISTANCE 189 03/10/2022 STEP SAVER INC PO 124778 POL $ 2,686.63 WHITE CRYSTAL SALT - MORTON 190 03/10/2022 B&H PHOTO VIDEO PO 124779 PWA $ 1,146.92 EXTERNAL HARD DRIVE 191 03/10/2022 BIOBAG AMERICAS INC PO 124780 PRCS $ 707.39 TRASH BAGS FOR WASTE 192 03/10/2022 HACH COMPANY PO 124781 PRCS $ 1,044.59 AMMONIA SALICYLATE PILLOWS 193 03/10/2022 NATIONAL AUTO FLEET GROUP PO 124783 PWA $ 36,051.12 FORD RANGER XL 194 03/10/2022 SAFEGUARD BY FONTIS PO 124784 PBA $ 2,053.74 ADMINISTRATIVE CITATION BOOKLETS 195 03/10/2022 KANOPY INC. AG N-2022-007 LIB $ 14,000.00 STREAM DIGITAL VIDEO CONTENT 196 03/10/2022 MANAGEMENT PARTNERS, INC. AG N-2022-050 CDC $ 13,800.00 LOBBYIST REGISTRATION RULES & REG REVIEW 197 03/10/2022 NATIONAL SAFETY SERVICES AG N-2022-068 PWA $ 50,000.00 CONFINED SPACE SERVICES 198 03/10/2022 NATIONAL CORROSION AG N-2022-069 PWA $ 50,000.00 CORROSION ENG & CATHODIC PROTECTION 199 03/11/2022 FUN EXPRESS PO 124785 PRCS $ 831.34 ART SUPPLIES 200 03/11/2022 ORANGE COUNTY TRANSPORTATION PO 124786 CDA $ 3,256.52 REGULAR 30 DAY OCTA BUS PASS 201 03/11/2022 CONNETQUOT WEST INC. PO 124787 LIB $ 4,034.60 STRYKER EVACUATION CHAIR 202 03/11/2022 EMBODIED INC PO 124788 LIB $ 22,234.31 MOXIE ROBOT COMPANION 203 03/11/2022 ADAMSON POLICE PRODUCTS PO 124789 POL $ 11,270.33 RED DOT SIGHT MOUNT FOR RIFLE 204 03/14/2022 THE AMGRAPH GROUP PO 124790 CDA $ 1,750.80 REINSTALL AND REMOVAL OF BANNERS 205 03/14/2022 APPLE INC PO 124791 LIB $ 3,841.91 IPAD 10.2 RETINA DISPLAY GEN 9 206 03/14/2022 FUN EXPRESS PO 124792 PRCS $ 2,631.09 EASTER CRAFT ITEMS 207 03/14/2022 ADORAMA INC PO 124795 LIB $ 2,647.33 CAMERA BUNDLE 208 03/15/2022 WESTERN PRINTING SYSTEMS INC PO 124796 PRCS $ 975.06 PRESENTATION FOLDERS 209 03/15/2022 ELITE CANOPY INC PO 124797 LIB $ 3,257.60 10 X 10 POP UP CANOPY TOP 210 03/15/2022 INNOVATIVE OFFICE SOLUTIONS PO 124799 PWA $ 3,450.00 ANNUAL MAINTENANCE SERVICE 211 03/15/2022 B&H PHOTO VIDEO PO 124800 POL $ 877.26 SMART LED TV'S 212 03/15/2022 BACKFLOW APPARATUS AND VALVE PO 124801 PWA $ 10,542.63 BACKFLOW TEST DEVICES 213 03/16/2022 B&H PHOTO VIDEO PO 124802 PBA $ 1,253.37 KEYBOARD & MOUSE COMBOS 214 03/17/2022 EVIDENT INC PO 124803 POL $ 677.26 CUST. RED EVIDENCE SECURITY TAPE 215 03/17/2022 SAITECH INC PO 124805 IT $ 17,945.00 SOFTWARE RENEW: VMWARE 216 03/17/2022 BRI COMMUNICATIONS PO 124806 PWA $ 7,500.00 EDUCATION DISPLAYS FOR WATERSHED 217 03/21/2022 ORANGE COUNTY SHERIFFS DEPT PO 124808 PBA $ 1,425.11 MOTOROLA BATTERIES & CHARGERS 218 03/21/2022 JENDCO SAFETY SUPPLY PO 124810 PWA $ 6,125.65 GAS MONITOR KITS 219 03/21/2022 ARMS UNLIMITED INC PO 124811 POL $ 9,187.93 GUN LIGHT 220 03/21/2022 PRIME ARCADES LLC PO 124812 LIB $ 7,863.82 EQUIPMENT: ARCADE MACHINES 221 03/22/2022 SOUTHERN COUNTIES LUBRICANTS PO 124814 PWA $ 4,834.48 OIL DRUMS, OIL FEES FOR FLEET 222 03/22/2022 TU LUC BOOKSTORE PO 124815 LIB $ 8,268.91 BOOKS - VIETNAMESE LANG. YOUTH 223 03/22/2022 JL RACING PO 124816 PWA $ 1,656.98 NECK GATORS 224 03/22/2022 APPLE INC PO 124817 LIB $ 6,067.27 EQUIPMENT: MACBOOK PRO 14" 225 03/22/2022 MANAGEMENT PARTNERS, INC. AG N-2022-026 PBA $ 10,900.00 STAFF DEVELOPMENT WORKSHOP 226 03/22/2022 ARGO ENTERPRISES dba UniShield AG N-2022-074 HR $ 50,000.00 FIRST AID SUPPLIES & SAFETY TRAINING 227 03/23/2022 QUALITY FENCE CO INC PO 124818 POL $ 5,000.00 CUSTOM VINYL WINDSCREEN - BLACK &nbsp; City Council Page 5 of 6 &nbsp;12 &ndash;&nbsp;6 5/ 17/2022 &nbsp; No. Date Vendor Name Type Number Agency Amount Description 228 03/23/2022 CORNERSTONE INSTITUTIONAL LLC PO 124819 POL $ 15,887.36 INSTITUTIONAL MATTRESS - GREEN 229 03/23/2022 APPLE INC PO 124820 LIB $ 2,645.26 EQUIPMENT: 10.2" IPAD WIFI 64 GB 230 03/24/2022 MCKENDRY DOOR SALES PO 124821 PWA $ 44,072.00 REPLACE GATE OPERATORS AT SARTC 231 03/24/2022 BREAKOUT EDU PO 124823 LIB $ 1,091.41 SUBSCRIPTION: BREAKOUT INC 232 03/25/2022 POWERDMS INC PO 124825 POL $ 45,643.56 3 YEAR SUBSCRIPTION ACCESS 233 03/28/2022 MAACO COLLISION REPAIR PO 124832 POL $ 3,000.00 CUSTOM WRAP REMOVAL& PAINT JOB 234 03/28/2022 CHALLENGER SPORTS CORP PO 124833 PRCS $ 746.29 GIRLS BASKETBALL ALL STAR SHIRTS 235 03/28/2022 LC ACTION POLICE SUPPLY PO 124834 POL $ 2,687.55 MINI FLASHBANG- CTS 7290M 236 03/28/2022 CORNER KEYSTONE CONSTRUCTION PO 124835 PRCS $ 74,600.00 RENOVATION: EXERCISE AREA ROOF 237 03/29/2022 FUN EXPRESS PO 124837 LIB $ 2,260.19 YOUNG ADULT ASTOUND PROGRAM 238 03/29/2022 AGENCY360 PO 124838 POL $ 3,497.00 PROFESSIONAL ANNUAL SUBSCRIPTION 239 03/29/2022 CPACINC.COM PO 124839 IT $ 959.00 SUBSCRIPTION RENEWAL 240 03/30/2022 TOTAL IMAGING SOLUTIONS LLC PO 124840 POL $ 835.00 ONE YEAR SERVICE CONTRACT - SCANNER 241 03/30/2022 CHALLENGER SPORTS CORP PO 124841 PRCS $ 2,975.97 GIRLS BASKETBALL SHIRTS 242 03/30/2022 NATIONAL VISUAL SYSTEMS PO 124842 PRCS $ 1,303.78 BRONZE PLAQUE @ PARK 243 03/31/2022 KEYSPORTS APPAREL PO 124845 POL $ 1,556.40 GILDANADULT SHIRT SLVSHIRTS 244 03/31/2022 FUN EXPRESS PO 124846 LIB $ 1,021.15 LIBRARY AUTHOR PROGRAM SUPPLIES 245 03/31/2022 CONCEPT PAVING SOLUTIONS INC PO 124847 PRCS $ 19,995.00 ASPHALTIC CONCRETE REPAIRS 246 03/31/2022 FIRST BOOK PO 124848 LIB $ 2,161.13 CHILDREN'S BOOKS FOR GIVEAWAY 247 03/31/2022 GARCIA, SARAH DBA LIBROMOBILE AG N-2022-023 CDA $ 7,800.00 COMMUNITY BENEFIT ARTS AND CULTURE DONATION 248 03/31/2022 KAISER FOUNDATION HEALTH PLAN INC. AG N-2022-035 HR $ 1,120.00 MOBILE HEALTH-BIOMETRIC SCREENINGS 249 03/31/2022 RIVERA, ANDRES FELIPE AG N-2022-086 CDA $ 1,614.00 COMMUNITY BENEFIT ARTS AND CULTURE DONATION 250 03/31/2022 COUCH & SON'S LP AG N-2022-089 PWA $ 45,549.00 STORE VEHICLES, MATERIAL & CONST EQUIPT Summary Total this period $ 2,638,391.52 Citywide budget excluding compensation $577,783,795.74 Percentage of budget amount 0.46% Agency/Department Total This Quarter Fiscal Year -to -Date City Attorney's Office (CAO) $ 90,000.00 $ 302,172.00 Clerk of the Council (COC) $ 16,032.77 $ 117,451.16 City Manager's Office (CMO) $ 6,681.25 $ 74,136.28 Community Development (CDA) $ 133,907.46 $ 731,109.89 Citywide $ 156,000.00 $ 890,000.00 Finance & Management Services (FMS) $ 53,121.05 $ 70,782.94 Human Resources (HR) $ 161,490.00 $ 482,545.78 Information Technology (IT) $ 76,564.00 $ 366,864.15 Library (LIB) $ 275,559.78 $ 336,172.34 Parks, Rec. & Comm. Services (PROS) $ 267,853.49 $ 1,553,957.45 Planning and Building (PBA) $ 191,732.12 $ 208,318.38 POL (POL) $ 482,425.06 $ 1,227,671.09 Public Works (PWA) $ 727,024.54 $ 2,711,082.63 Total $ 2,638,391.52 $ 9,072,264.09 &nbsp; City Council Page 6 of 6 &nbsp;12 &ndash;&nbsp;? 5/ 17/2022 &nbsp; Finance and Management Services www.santa-ana.org/finance Item # 13 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Periodic Quarterly Report of Investments as of March 31, 2022 AGENDA TITLE: Receive and File Quarterly Report of Investments as of March 31, 2022 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 ("FMSA") submits the Report via email for review and distribution to the City Council in advance. The report was emailed for distribution on April 26, 2022. 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 March 31, 2022. City Council 13 — 1 5/17/2022 Quarterly Report of Investments May 17, 2022 Page 2 The attached Cash held by Bank and Cash held by Fund(s) Listing (Exhibit 2) is a schedule of cash by funds added to the monthly and quarterly Report of Investments to enhance FMSA's reporting and transparency. 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 March 31, 2022. Type of Investment Amounts Invested $ Portfolio % COSA Policy Limits State Law Limits Certificates of Deposit CDs $6,696,000 1.47% 30% 30% Federal Farm Credit Bank FFCB $55,409,210 12.18% None None Federal Home Loan Bank FHLB $188,225,370 41.39% None None Federal Home Loan Mortgage Corp. FHLMC $49,991,250 10.99% None None Federal National Mortgage Association (FNMA) $61,899,880 13.61% None None Local Agency Investment Fund LAIF $32,082,818 7.05% None None Local Agency Investment Fund LAIF — ARPA $55,517,256 12.21 % None None U.S. Treasury $4,990,000 1.10% None None Sub- Total: $454,811,784 100% None None Cash : $19,526,339 Total: $474,338,123 Restricted Cash In $ Restricted Cash t, $3,194,524 Total $3,194,524 t Restricted cash is held by various Trustees such as Bank of New York Mellon; US Bank; Signature Bank; and State of California Condemnation Fund. Restricted Cash is segregated from cash used for daily operations. The following City investment portfolio graph represents percentages within the respective investment types as of March 31, 2022. City of Santa Ana Investment Portfolio March 31, 2022 Local Agency Investment Fund (LAIF ARPA) 12.21% Local Agency Investment Fund (LAI'F) 7.05% Federal National Mortgage Association (FNMA) 13.61% Federal Horne Loan Mortgage Corp. (FHLP 10.99% Certificates of Deposit (CD) 1.4754 Federal Home Loan Bank (FH LB) 41.39-1 City Council 13 — 2 5/17/2022 Quarterly Report of Investments May 17, 2022 Page 3 The following two tables represent, as of March 31, 2022: (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) 10.896% Investments Book Value of Investments YTM % of Portfolio Certificates of Deposit $6,696,000 1.181 % 1.47% 0.017% LAIF $32,082,817.50 0.365% 7.05% 0.026% LAIF ARPA $55,517,255.84 0.365% 12.21% 0.045% Federal Agency Securities $355,525,710.25 1.008% 78.17% 0.788% U.S. Treasury $4,990,000 1.839% 1.10% 0.020% $454,811,784 0.896% 100.00% 0.896% Cash held by Bank and Cash by Funds, Listing (Exhibit 2) The above -referenced exhibit (Exhibit 2) includes a comparison of bank balances between each City Cash account including Investments; Cash held at a City designated financial institution; Cash on Hand; and Restricted Cash versus the Cash held by various Fund(s). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. EXHIBIT(S) 1. Treasurer's Report 2. Cash Held by Bank and Cash Fund(s) Listing Submitted By: Kathryn Downs, FMSA Executive Director Approved By: Kristine Ridge, City Manager City Council 13 — 3 5/17/2022 EXHIBIT 1 City of Santa Ana Portfolio Management Portfolio Summary March 31, 2022 Par Market Book % of Days to YTM/C Investments Value Value Value Portfolio Term Maturity Certificates of Deposit 6,696,000.00 6,354,260.99 6,696,000.00 1.47 1,653 1,553 1.181 Local Agency Investment Funds 32,082,817.50 32,082,817.50 32,082,817.50 7.05 1 1 0.365 Cash in Banks 55,517,255.84 55,517,255.84 55,517,255.84 12.21 1 1 0.365 Federal Agency Coupon Securities 355,675,000.00 338,587,474.00 355,525,710.25 78.17 1,705 305 1.008 Treasury Coupon Securities 5,000,000.00 4,931,250.00 4,990,000.00 1.10 837 821 1.839 454,971,073.34 437,473,058.33 454,811,783.59 100.00% 1,366 271 0.896 Investments Cash Passbook/Checking (not included in yield calculations) Total Cash and Investments 19, 526, 338.86 19, 526, 338.86 19, 526, 338.86 474,497,412.20 456,999,397.19 474,338,122.45 0.000 1,366 271 0.896 Total Earnings March 31 Month Ending Fiscal Year To Date Current Year 315,962.51 2,373,972.77 Average Daily Balance 475,424,689.36 453,360,279.22 Effective Rate of Return 0.78% 0.70% This report contains all the required information in SB 866 and SB 564 and accurately reflects all pooled investments held during this reporting period on behalf of the City and the City of Santa Ana acting on behalf of the Community Redevelopment Agency. The information reported herein is in compliance with State law and the City's Investment Policy. Based on liquidity of investments, the City of Santa Ana is able to meet budgeted expenditure requirements for the next six months, barring any catastrophic natural disasters. Market pricings are obtained through the City's third party trust services at BNY Mellon Trust. Finance & Mgmt Services Agency, Reporting period 03/01/2022-03/31/2022 City Council Run Date: 04/15/2022 - 10:3 13-4 Portfolio COSA 5/17/2022 CID PM (PRF_PM1) 7.3.11 Report Ver. 7.3.11 City of Santa Ana Portfolio Management Portfolio Details - Investments March 31, 2022 Page 1 CUSIP Investment # Average Issuer Balance Purchase Date Par Value Market Value Book Value Stated Rate YTM/C 360 YTM/C 365 Days to Maturity Maturity Date Certificates of Deposit 06417NF73 14051 BANK OZK 11/12/2021 248,000.00 229,055.03 248,000.00 0.600 0.592 0.600 1,502 05/12/2026 02568KAJ4 14043 American Equity Bank 11/26/2021 248,000.00 229,866.81 248,000.00 0.700 0.690 0.700 1,517 05/27/2026 70962LAV4 14050 PENTAGON FCU 11/10/2021 248,000.00 231,669.15 248,000.00 1.000 0.986 1.000 1,684 11/10/2026 549104ZS9 14046 LUANA SAVINGS BK 11/05/2021 248,000.00 227,447.35 248,000.00 0.600 0.592 0.600 1,679 11/05/2026 87165FD76 14047 SYNCHRONY BANK 11/05/2021 248,000.00 232,877.21 248,000.00 1.100 1.085 1.100 1,679 11/05/2026 02589ABT8 14078 AMERICA EXPRESS NATL BK 03/16/2022 248,000.00 242,550.18 248,000.00 2.000 1.973 2.000 1,810 03/16/2027 15721UET2 14044 CFBANK 11/10/2021 248,000.00 231,024.05 248,000.00 0.850 0.838 0.850 1,561 07/10/2026 32022EAUO 14065 FIRST FEDERAL 12/29/2021 248,000.00 233,837.84 248,000.00 0.850 0.838 0.850 1,246 08/29/2025 88413QDE5 14056 THIRD FEDERAL S&L 11/24/2021 248,000.00 234,488.22 248,000.00 0.800 0.789 0.800 1,148 05/23/2025 07371AH22 14084 BEAL BANK PLANO TX 03/30/2022 248,000.00 245,458.10 248,000.00 2.250 2.219 2.250 1,818 03/24/2027 38149MR47 14064 GOLDMAN SACHS 12/22/2021 248,000.00 234,162.69 248,000.00 1.000 0.986 1.000 1,361 12/22/2025 856285YQ8 14057 ST BK INDIA NY 11/29/2021 248,000.00 233,213.84 248,000.00 1.150 1.134 1.150 1,704 11/30/2026 14042TEP8 14079 CAPITAL ONE BANK 03/16/2022 248,000.00 242,550.18 248,000.00 2.000 1.973 2.000 1,810 03/16/2027 59013KPNO 14049 MERRICK BANK 11/09/2021 248,000.00 232,772.23 248,000.00 1.100 1.085 1.100 1,683 11/09/2026 30781JAW0 14054 FARMERS & MERCHANTS 11/19/2021 248,000.00 229,936.82 248,000.00 0.850 0.838 0.850 1,693 11/19/2026 05580AH64 14061 BMW BANK OF NA 12/17/2021 248,000.00 237,410.50 248,000.00 0.950 0.937 0.950 991 12/17/2024 45776NEN2 14062 INSBANK 12/20/2021 248,000.00 231,674.98 248,000.00 0.900 0.888 0.900 1,540 06/19/2026 58404DMQ1 14063 MEDALLION BK UT 12/20/2021 248,000.00 234,159.24 248,000.00 1.250 1.233 1.250 1,725 12/21/2026 89235MMB4 14052 TOYOTA FINANCIAL 11/12/2021 248,000.00 232,817.19 248,000.00 1.100 1.085 1.100 1,686 11/12/2026 292079AR1 14045 EMPIRE ST BK NA 11/12/2021 248,000.00 231,579.55 248,000.00 0.900 0.888 0.900 1,564 07/13/2026 07371CT25 14085 BEAL BANK USA 03/30/2022 248,000.00 245,458.10 248,000.00 2.250 2.219 2.250 1,818 03/24/2027 73319FBJ7 14053 POPPY BANK 11/17/2021 248,000.00 229,407.51 248,000.00 0.800 0.789 0.800 1,691 11/17/2026 320337EZ7 14048 FIRST GENERAL BK 11/05/2021 248,000.00 233,634.90 248,000.00 0.500 0.493 0.500 1,041 02/05/2025 39573LCCO 14055 GREENSTATE CU 11/23/2021 248,000.00 233,461.07 248,000.00 0.900 0.888 0.900 1,333 11/24/2025 61768U3U9 14082 MORGAN STANLEY PVT BANK 03/31/2022 248,000.00 248,000.00 248,000.00 2.250 2.219 2.250 1,824 03/30/2027 61773TCX9 14083 MORGAN STANLEY PVT BANK 03/31/2022 248,000.00 248,000.00 248,000.00 2.250 2.219 2.250 1,824 03/30/2027 795451BA0 14060 SALLIE MAE BANK 12/15/2021 248,000.00 237,748.25 248,000.00 1.000 0.986 1.000 990 12/16/2024 Subtotal and Average 5,512,000.00 6,696,000.00 6,354,260.99 6,696,000.00 1.165 1.181 1,553 Local Agency Investment Funds LAIFCITY LAIFCITY Local Agency Investment Fund 32,082,817.50 32,082,817.50 32,082,817.50 0.365 0.360 0.365 1 Subtotal and Average 32,082,817.50 32,082,817.50 32,082,817.50 32,082,817.50 0.360 0.365 1 Cash in Banks LAIF ARPA LAIF ARPA Local Agency Investment Fund 55,517,255.84 55,517,255.84 55,517,255.84 0.365 0.360 0.365 1 Run Date: 04/15/2122-10'34ty Council 13-5 Portfolio COSA 5/17/2022 CID PM (PRF_PM2) 7.3.11 Report Ver. 7.3.11 City of Santa Ana Portfolio Management Portfolio Details - Investments March 31, 2022 Page 2 CUSIP Investment # Average Issuer Balance Purchase Date Par Value Market Value Book Value Stated Rate YTM/C 360 YTM/C 365 Days to Maturity Maturity Date Subtotal and Average 86,406,097.09 55,517,255.84 55,517,255.84 55,517,255.84 0.360 0.365 1 Federal Agency Coupon Securities 3133EJ5W5 13868 Federal Farm Credit Bank 01/29/2019 925,000.00 933,954.00 924,195.25 2.650 2.634 2.670 570 10/23/2023 3133EKBW5 13876 Federal Farm Credit Bank 03/04/2019 3,000,000.00 3,027,120.00 2,998,740.00 2.610 2.583 2.619 697 02/27/2024 3133ECPMO 13884 Federal Farm Credit Bank 03/15/2019 2,000,000.00 2,005,820.00 1,975,960.00 2.125 2.396 2.430 409 05/15/2023 3133EKPG5 13897 Federal Farm Credit Bank 06/10/2019 1,500,000.00 1,502,985.00 1,512,465.00 2.125 1.894 1.920 522 09/05/2023 3133EKY91 13932 Federal Farm Credit Bank 10/11/2019 2,500,000.00 2,502,400.00 2,496,700.00 1.375 1.401 1.420 193 10/11/2022 3133EK3M6 13934 Federal Farm Credit Bank 10/23/2019 5,000,000.00 4,970,050.00 5,003,650.00 1.625 1.584 1.606 570 10/23/2023 3133ELX33 13974 Federal Farm Credit Bank 07/22/2020 6,000,000.00 5,645,940.00 6,000,000.00 0.690 0.681 0.690 1,208 07/22/2025 3133EMBH4 13988 Federal Farm Credit Bank 09/29/2020 5,000,000.00 4,653,550.00 5,000,000.00 0.530 0.523 0.530 1,277 09/29/2025 3133EMFR8 13991 Federal Farm Credit Bank 11/03/2020 5,000,000.00 4,661,950.00 4,997,500.00 0.540 0.543 0.550 216 11/03/2025 3133EMSU7 14005 Federal Farm Credit Bank 03/09/2021 4,000,000.00 3,765,160.00 4,000,000.00 0.800 0.789 0.800 342 03/09/2026 3133EMUP5 14006 Federal Farm Credit Bank 04/01/2021 6,000,000.00 5,676,240.00 6,000,000.00 0.710 0.700 0.710 0 04/01/2025 3133EMWH1 14016 Federal Farm Credit Bank 04/21/2021 5,000,000.00 4,747,200.00 5,000,000.00 0.710 0.700 0.710 20 04/21/2025 3133EM2C5 14032 Federal Farm Credit Bank 08/10/2021 6,000,000.00 5,576,100.00 6,000,000.00 0.710 0.700 0.710 496 08/10/2026 3133ENPBO 14075 Federal Farm Credit Bank 02/16/2022 3,500,000.00 3,408,475.00 3,500,000.00 2.180 2.150 2.180 686 02/16/2027 3130ABBNS1 13845 Federal Home Loan Bank 06/27/2017 5,000,000.00 5,012,650.00 5,000,000.00 1.815 1.790 1.815 87 06/27/2022 3130ADMX7 13854 Federal Home Loan Bank 05/31/2018 1,500,000.00 1,512,165.00 1,486,650.00 2.500 2.662 2.699 343 03/10/2023 3130AFW94 13873 Federal Home Loan Bank 02/27/2019 2,000,000.00 2,007,540.00 1,996,220.00 2.500 2.506 2.541 683 02/13/2024 3130AB3H7 13889 Federal Home Loan Bank 04/29/2019 3,000,000.00 3,003,960.00 2,999,250.00 2.375 2.348 2.380 707 03/08/2024 3130AKPQ3 13996 Federal Home Loan Bank 01/28/2021 4,000,000.00 3,742,800.00 4,000,000.00 0.580 0.572 0.580 27 01/28/2026 313OAKU53 13997 Federal Home Loan Bank 01/28/2021 5,000,000.00 4,668,300.00 5,000,000.00 0.520 0.513 0.520 27 01/28/2026 313OAKN69 13998 Federal Home Loan Bank 01/28/2021 6,000,000.00 5,599,320.00 6,000,000.00 0.500 0.493 0.500 302 01/28/2026 3130ALA53 13999 Federal Home Loan Bank 02/25/2021 5,000,000.00 4,675,000.00 5,000,000.00 0.600 0.592 0.600 54 02/25/2026 3130ALBM5 14001 Federal Home Loan Bank 02/24/2021 5,000,000.00 4,679,600.00 5,000,000.00 0.625 0.616 0.625 53 02/24/2026 3130ALB52 14002 Federal Home Loan Bank 02/25/2021 5,000,000.00 4,702,750.00 5,000,000.00 0.375 0.370 0.375 146 02/25/2025 3130ALDZ4 14003 Federal Home Loan Bank 03/10/2021 4,000,000.00 3,775,040.00 4,000,000.00 0.500 0.493 0.500 70 03/10/2025 3130ALKN3 14004 Federal Home Loan Bank 03/24/2021 4,000,000.00 3,823,040.00 4,000,000.00 0.500 0.493 0.500 84 09/24/2024 3130ALLP7 14007 Federal Home Loan Bank 03/29/2021 6,000,000.00 5,690,640.00 5,997,000.00 0.650 0.675 0.684 77 03/17/2025 3130ALW67 14008 Federal Home Loan Bank 04/22/2021 5,000,000.00 4,757,100.00 5,000,000.00 1.100 1.085 1.100 21 04/22/2026 3130AMYUO 14024 Federal Home Loan Bank 06/30/2021 6,000,000.00 5,671,920.00 6,000,000.00 1.050 1.036 1.050 90 06/30/2026 3130AMYCO 14025 Federal Home Loan Bank 06/30/2021 6,000,000.00 5,683,140.00 6,000,000.00 1.000 0.986 1.000 90 03/30/2026 3130AMSFO 14026 Federal Home Loan Bank 06/28/2021 6,000,000.00 5,769,900.00 6,000,000.00 0.400 0.395 0.400 88 06/28/2024 3130ANFU9 14027 Federal Home Loan Bank 07/29/2021 5,000,000.00 4,685,550.00 5,000,000.00 0.850 0.838 0.850 119 07/29/2026 3130ANFGO 14028 Federal Home Loan Bank 08/18/2021 5,000,000.00 4,697,500.00 5,000,000.00 0.875 0.863 0.875 47 05/18/2026 3130ANE30 14029 Federal Home Loan Bank 07/29/2021 5,000,000.00 4,735,950.00 5,000,000.00 0.500 0.493 0.500 28 07/29/2026 3130ANHV5 14033 Federal Home Loan Bank 08/19/2021 5,000,000.00 4,777,850.00 5,000,000.00 0.550 0.542 0.550 993 12/19/2024 Portfolio COSA (('�IIt Council 13 - 6 5/17/2022 CP Run Date: 04/15/2022 - 10 34 Y PM (PRF_PM2) 7.3.11 City of Santa Ana Portfolio Management Portfolio Details - Investments March 31, 2022 Page 3 Average Purchase Stated YTM/C YTM/C Days to Maturity CUSIP Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Federal Agency Coupon Securities 3130ANPE4 14034 Federal Home Loan Bank 08/26/2021 6,000,000.00 5,647,320.00 6,000,000.00 0.700 0.690 0.700 147 08/26/2025 3130ANQ78 14035 Federal Home Loan Bank 08/27/2021 6,000,000.00 5,576,460.00 6,000,000.00 0.900 0.888 0.900 332 08/27/2026 3130AP3E3 14036 Federal Home Loan Bank 09/30/2021 5,000,000.00 4,676,150.00 5,000,000.00 0.820 0.809 0.820 182 09/30/2026 3130ANX62 14037 Federal Home Loan Bank 09/30/2021 5,000,000.00 4,719,350.00 5,000,000.00 0.650 0.641 0.650 90 06/30/2025 3130APB79 14038 Federal Home Loan Bank 09/30/2021 5,000,000.00 4,707,050.00 5,000,000.00 1.000 0.986 1.000 182 09/30/2026 3130AP3A1 14039 Federal Home Loan Bank 09/29/2021 5,000,000.00 4,676,550.00 4,998,750.00 0.850 0.863 0.875 89 06/29/2026 3130APB46 14040 Federal Home Loan Bank 10/13/2021 10,000,000.00 9,367,700.00 10,000,000.00 0.950 0.937 0.950 560 10/13/2026 3130APQC2 14041 Federal Home Loan Bank 11/23/2021 5,000,000.00 4,850,150.00 5,000,000.00 0.750 0.740 0.750 52 05/23/2024 3130APQB4 14042 Federal Home Loan Bank 11/23/2021 5,000,000.00 4,801,200.00 5,000,000.00 1.500 1.479 1.500 22 11/23/2026 3130APVC6 14058 Federal Home Loan Bank 12/14/2021 5,000,000.00 4,786,750.00 4,997,500.00 1.375 1.366 1.385 61 12/01/2026 313OAQAB9 14059 Federal Home Loan Bank 12/30/2021 3,750,000.00 3,600,450.00 3,750,000.00 1.625 1.603 1.625 90 12/30/2026 313OAQLQ4 14069 Federal Home Loan Bank 01/27/2022 5,000,000.00 4,800,700.00 5,000,000.00 1.650 1.627 1.650 301 01/27/2027 313OAQKM4 14070 Federal Home Loan Bank 01/28/2022 1,500,000.00 1,448,385.00 1,500,000.00 1.750 1.726 1.750 27 01/28/2027 313OAQNRO 14071 Federal Home Loan Bank 01/27/2022 3,000,000.00 2,885,130.00 3,000,000.00 1.750 1.726 1.750 301 01/27/2027 313OAQSA2 14072 Federal Home Loan Bank 02/10/2022 5,000,000.00 4,808,100.00 5,000,000.00 1.830 1.805 1.830 315 02/10/2027 313OAQW33 14073 Federal Home Loan Bank 02/24/2022 5,000,000.00 4,864,400.00 5,000,000.00 2.020 1.992 2.020 329 02/24/2027 3130AQYA5 14074 Federal Home Loan Bank 02/28/2022 1,500,000.00 1,470,300.00 1,500,000.00 2.250 2.224 2.255 329 02/24/2027 3130ARA35 14076 Federal Home Loan Bank 03/24/2022 3,000,000.00 2,964,000.00 3,000,000.00 2.000 1.973 2.000 84 03/24/2025 3130ARC82 14077 Federal Home Loan Bank 03/29/2022 3,000,000.00 2,941,860.00 3,000,000.00 2.100 2.071 2.100 362 03/29/2027 3130ARD65 14080 Federal Home Loan Bank 03/28/2022 2,000,000.00 1,990,980.00 2,000,000.00 1.625 4.256 4.315 88 09/28/2023 3134GBVA7 13839 Federal Home Loan Mortgage Co. 06/29/2017 5,000,000.00 5,013,800.00 4,997,500.00 1.925 1.909 1.936 89 06/29/2022 3134GVQX9 13962 Federal Home Loan Mortgage Co. 05/05/2020 5,000,000.00 4,742,100.00 4,995,000.00 0.700 0.711 0.720 1,130 05/05/2025 3134GVVX3 13964 Federal Home Loan Mortgage Co. 05/28/2020 5,000,000.00 4,726,550.00 4,998,750.00 0.750 0.752 0.763 57 05/28/2025 3134GVR26 13967 Federal Home Loan Mortgage Co. 06/25/2020 6,000,000.00 5,707,680.00 6,000,000.00 0.700 0.690 0.700 85 06/25/2025 3134GVT99 13968 Federal Home Loan Mortgage Co. 06/30/2020 6,000,000.00 5,648,400.00 6,000,000.00 0.650 0.641 0.650 90 06/30/2025 3134GV5R5 13979 Federal Home Loan Mortgage Co. 07/15/2020 6,000,000.00 5,784,600.00 6,000,000.00 0.570 0.562 0.570 14 07/15/2024 3134GWUE4 13987 Federal Home Loan Mortgage Co. 09/30/2020 5,000,000.00 4,650,700.00 5,000,000.00 0.500 0.493 0.500 182 09/30/2025 3134GW4Z6 13989 Federal Home Loan Mortgage Co. 10/27/2020 6,000,000.00 5,579,640.00 6,000,000.00 0.540 0.533 0.540 209 10/27/2025 3134GXJL9 13995 Federal Home Loan Mortgage Co. 12/30/2020 6,000,000.00 5,608,320.00 6,000,000.00 0.500 0.493 0.500 273 12/30/2025 3135GOT94 13850 Federal NaVI Mtg. Assoc. 03/28/2018 2,000,000.00 2,013,300.00 1,971,780.00 2.375 2.653 2.689 293 01/19/2023 3135GOT45 13856 Federal Nafl Mtg. Assoc. 05/31/2018 1,000,000.00 1,000,190.00 971,950.00 1.875 2.611 2.647 4 04/05/2022 3135GOT78 13857 Federal Nafl Mtg. Assoc. 05/31/2018 1,000,000.00 1,004,320.00 971,400.00 2.000 2.665 2.702 187 10/05/2022 3135GOX24 13940 Federal NaVI Mtg. Assoc. 01/15/2020 5,000,000.00 4,886,550.00 4,990,750.00 1.625 1.641 1.664 1,012 01/07/2025 3135GOW66 13941 Federal NaVI Mtg. Assoc. 01/15/2020 5,000,000.00 4,903,500.00 4,994,000.00 1.625 1.629 1.651 928 10/15/2024 3136G4WV1 13965 Federal Nafl Mtg. Assoc. 06/16/2020 5,000,000.00 4,750,450.00 5,000,000.00 0.750 0.740 0.750 1,172 06/16/2025 3136G4D42 13976 Federal Nafl Mtg. Assoc. 07/28/2020 8,000,000.00 7,492,080.00 8,000,000.00 0.510 0.503 0.510 483 07/28/2025 Run Date: 04/15/2122-10'34ty Council 13-7 Portfolio COSA 5/17/2022 CP PM (PRF_PM2) 7.3.11 City of Santa Ana Portfolio Management Portfolio Details - Investments March 31, 2022 Page 4 Average Purchase Stated YTM/C YTM/C Days to Maturity CUSIP Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Federal Agency Coupon Securities 3136G4C43 13977 Federal Nat'I Mtg. Assoc. 08/14/2020 6,000,000.00 5,647,860.00 6,000,000.00 0.650 0.641 0.650 1,231 08/14/2025 3136G4G98 13978 Federal Nat'I Mtg. Assoc. 08/12/2020 6,000,000.00 5,628,480.00 6,000,000.00 0.560 0.552 0.560 133 08/12/2025 3136G45Q2 13990 Federal Nat'l Mtg. Assoc. 10/28/2020 6,000,000.00 5,566,440.00 6,000,000.00 0.530 0.523 0.530 210 10/28/2025 3135GA4V0 13992 Federal Nat'l Mtg. Assoc. 11/25/2020 5,000,000.00 4,684,950.00 5,000,000.00 0.625 0.616 0.625 238 11/25/2025 3135GAAN1 13993 Federal Nat'l Mtg. Assoc. 12/17/2020 6,000,000.00 5,612,700.00 6,000,000.00 0.600 0.592 0.600 77 12/17/2025 3135G06J7 13994 Federal Nat'I Mtg. Assoc. 12/10/2020 6,000,000.00 5,603,220.00 6,000,000.00 0.650 0.641 0.650 70 12/10/2025 Subtotal and Average 348,848,290.90 355,675,000.00 338,587,474.00 355,525,710.25 0.995 1.008 305 Treasury Coupon Securities 9128286Z8 14081 U.S. Treasury 03/16/2022 5,000,000.00 4,931,250.00 4,990,000.00 1.750 1.814 1.839 821 06/30/2024 Subtotal and Average 2,575,483.87 5,000,000.00 4,931,250.00 4,990,000.00 1.814 1.839 821 Run Date: 04/15/2122-10'34ty Council Total and Average 475,424,689.36 454,971,073.34 437,473,058.33 454,811,783.59 0.884 0.896 271 13-8 Portfolio COSA 5/17/2022 CID PM (PRF_PM2) 7.3.11 City of Santa Ana Portfolio Management Portfolio Details - Cash March 31, 2022 Page 5 Average Purchase Stated YTM/C YTM/C Days to CUSIP Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Cash in Banks PETTY CASH PETTY CASH CITY OF SANTA ANA 07/01/2021 90,053.00 90,053.00 90,053.00 0.000 0.000 1 HOUSING 13943 JP MORGAN CHASE 07/01/2021 3,422,917.96 3,422,917.96 3,422,917.96 0.000 0.000 1 WORKERS COMPENS 37983 JP MORGAN CHASE 1,595,028.95 1,595,028.95 1,595,028.95 0.000 0.000 1 GENERAL LIABILI 38130 JP MORGAN CHASE 680,045.16 680,045.16 680,045.16 0.000 0.000 1 PROPERTY MANAGE 8695 JP MORGAN CHASE 07/01/2021 34,084.30 34,084.30 34,084.30 0.000 0.000 1 PROPERTY MGMT 2 PROP MGMT 2 JP MORGAN CHASE 07/01/2021 1,492.50 1,492.50 1,492.50 0.000 0.000 1 HEALTHCARE SPEN 0112 JPMorgan Chase 310,933.35 310,933.35 310,933.35 0.000 0.000 1 COMMISSARY 7962 JPMorgan Chase 548,486.60 548,486.60 548,486.60 0.000 0.000 1 GENERAL ACCOUNT 9500 JPMorgan Chase 12,084,196.42 12,084,196.42 12,084,196.42 0.000 0.000 1 FSS FSS Santa Ana Federal Credit Union 759,100.62 759,100.62 759,100.62 0.000 0.000 1 Average Balance 0.00 Total Cash and Investments 475,424,689.36 Run Date: 04/15/2122-10'34ty Council 13-9 1 474,497,412.20 456,999,397.19 474,338,122.45 0.884 0.896 271 Portfolio COSA 5/17/2022 CID PM (PRF_PM2) 7.3.11 CASH/SECURITIES HELD IN TRUST Portfolio Management Page 1 Portfolio Details - Investments March 31, 2022 DigiYallysigned by 1f Carey Car p ey 1.1 Date.202-04.13 CUSIP Investment # Issuer Par Value Market Value Book Value 1126,43-oroo' Money Market Accounts X9USDDTPC 80364 Dreyfus Treasury 10,571.44 10,571,44 10,571.44 X9USDDTPC 80365 Dreyfus Treasury 1,206.26 1,206.26 1,206.26 X9USDDEFU— 80107 INSTL RES THE AND AGNY CASH 2.16 2.16 2.16 9AMMF05B2 80405 US BANK MONEY MARKET 3.16 3.16 3.16 9AMMF05B2— 80406 US BANK MONEY MARKET 0.55 0.55 0.55 9AMMFD6B2- 80407 US BANK MONEY MARKET 0,39 0.39 0.39 SYS80418 80418 US BANK MONEY MARKET 523,131.75 523,131.75 523,131.75 SYS80419 80419 US BANK MONEY MARKET 105,346.37 105,346.37 105,346.37 SYS80421 80421 US BANK MONEY MARKET 0.00 0.00 0.00 X9USDMOR3- B0243 MORGAN STANLEY GOUT INSTL 108,865.30 108,865.30 108,865.30 X9USDMOR3 8024B MORGAN STANLEY GOVT INSTL 0.18 0.18 0.18 Subtotal and Average 749,127.66 749,127.56 749,127.66 Other � _ SB6209710 80225 MBIA INSURANCE POLICY 1.00 1.00 1.00 98[NP5PV2 80396 ASSURED GUARANTY MUNI CORP 1.00 1.00 1.00 Subtotal and Average 2.00 2.00 2.00 Cash in Bank SYS80414 80414 SIGNATURE BANK 1,268,869.87 1,268,869.87 1,268,869.87 SYS80415 80415 CONDEMNATION DEPOSIT FUND 1,176,525.00 1,176,525.00 1,176,525.00 Subtotal and Average 2,445,394.87 2,445,394.87 2,445,394.87 Total and Average 3,194,624.43 3,194,524.43 3,194,524.43 Run Date. 0411112D22 - 14:48 City Council 13 — 10 Portfolio TRST AC PM (PRF PM2) 7.3,11 5/17/20;4rf Ver.7.3.11 Quarterly Report of Investments as of March 31, 2022 EXHIBIT 2 Exhibit 2 - Cash held by Bank and Cash by Fund(s) Listing Investments Amount Certificates of Deposit 6,696,000 Bank of New York Mellon - Investment Custodian 360,515,710 Local Agency Investment Fund (L.A.I.F) 32,082,818 Local Agency Investment Fund (L.A.I.F) - ARPA 55,517,256 Total - Investments 454,811,784 Cash Held at City Financial Institution(s) and Cash on Hand Amount General Account 12,084,196 General Liability Account 680,045 Housing Account 3,422,918 Workers Compensation Account 1,595,029 Santa Ana Federal Credit Union - Family Self Sufficiency (Fss-Housing) 759,101 Commissary Account 548,487 Flexible Benefit Spending Account 310,933 Property Management Account 34,084 Property Management - Phase 2 Account 1,493 Petty Cash 90,053 Total - Cash Held at City Financial Institution(s) and Cash on Hand 19,526,339 Restricted Cash Amount Signature Bank - Streetlight Project 1,268,870 US Bank - Pension Stability Funds (Section 115 Trust with PARS) 523,132 Bank of New York Mellon - Various 120,643 US Bank - Warner Industrial Community 105,346 State of California Condemnation Fund - Right of Way Deposits 1,176,525 US Bank - Gas Tax Bonds 8 Total - Restricted Cash 3,194,524 Total Cash Held City at Financial Institution(s), Cash on Hand and Restricted Cash Cash by Fund(s) - Total (see below for listing) Fund Fund description Amount 011 GENERAL FUND 71,004,824 012 CANNABIS PUBLIC BENEFIT 22,023,030 016 CASP CERTIFICATION & TRAINING 322,777 020 OTS-TRAFFIC OFFENDER PROGRAM 37,917 021 PRCSA CATV FUND 1,697,200 022 PRCSA FEE & DONATION 943,477 023 INMATE WELFARE FUND 1,722,510 024 PD ATHLETIC ACTIVITIES LEAGUE (109,132) 025 IDB & EZ VOUCHER MONITORING 317,635 026 ASSET FORFEITURE FUND 144,383 027 PARKING FUND 1,168,595 029 SPECIAL GAS TAX 27,958,885 030 PROP 1B BOND ACT OF 2006 153,434 031 AIR QUALITY IMPR. (AB 2766) 1,707,810 032 MEASURE M-STREET CONSTRUCTION (6,672,951) 033 NEW TRANSPO SYS IMPR AREA B 573,706 034 NEW TRANSPO SYS IMPR AREA E 1,543,626 035 NEW TRANSPO SYS IMPR AREA F 1,752,417 041 TRANSP SYS IMPR AREA A-2 698,342 042 TRANSPO SYS IMPR AREA B 9,562 048 TRANSPO SYS IMPR AREA C-2 213,572 049 TRANSPO SYS IMPR AREA G 98,439 051 CAPITAL OUTLAY FUND 4,643,593 053 CITY SERVICES 7,270,657 054 SANITARY SEWER CAPITAL 18,617,076 055 SEWER CONNECTION FEE 9,488,970 056 SANITARY SEWER SERVICE 7,433,523 057 FED CLEAN WATER PROTECTION ENT 4,632,348 058 RESIDENTIAL STREET IMPROVEMENT 5,098,675 059 SELECT STREET CONSTRUCTION 18,359,550 060 WATER REVENUE 47,825,436 066 ACQUISITION & CONSTRUCTION 2,474,447 067 REGIONAL TRANSP CENTER 433,038 4//,SS L,04/ 477,532,647 City Council Page 1 of 3 13 — 11 5/17/2022 Quarterly Report of Investments as of March 31, 2022 Exhibit 2 - Cash held by Bank and Cash by Fund(s) Listing 068 069 070 071 073 074 075 076 078 080 081 082 083 085 086 087 088 089 090 093 094 095 096 097 100 101 103 104 106 107 109 110 120 121 122 123 124 125 127 128 130 131 133 135 136 137 138 139 140 142 143 144 145 147 148 149 152 153 154 155 157 158 160 161 162 164 165 166 167 169 170 172 175 176 SANITATION FUND 7,378,975 REFUSE COLLECTION SERVICE 6,442,264 EQUIPMENT REPLACEMENT FUND 7,953,467 CENTRAL SERVICES 165,763 BUILDING MAINT FUND 2,864,778 CIVIC CENTER MAINTENANCE (694,099) FLEET MAINTENANCE/STORES 1,156,780 STORES & PROPERTY CONTROL (588,435) RETIREMENT SYSTEM 1,844,039 LIABILITY AND PROPERTY INS FND 16,283,746 EMPLOYEE GROUP INSURANCE 436,693 WORKERS COMPENSATION FUND 16,604,235 PAYROLL REVOLVING 7,014,528 CITY YARD OPERATION 94,782 PUB WKS ENG/PROJ MGMT (908,049) PT RETIREMENT FUND 8,702 QUALITY SERVICE TRAINING 375,463 CA SEISMIC HAZARD PROGRAM 5,436 ORANGE CO SANITATION DIST 2&3 731,306 BUSINESS IMPROVEMENT DISTRICT 182,620 INTEREST AGENCY - POLICE COMMISSARY ACCOUNT 331,988 SA TOURISM MARKETING DISTRICT 76,790 POLICE SEIZED ASSETS 1,444,557 SECTION 457 FIDUCIARY ADMIN 90,737 PUB WKS-ADMIN & PLANNING (2,176,633) PMA RETIREE HEALTH INSURANCE 7,768 SEIU RETIREE HEALTH INSURANCE 23,813 MGMT RETIREE HEALTH INSURANCE 5,703 UC RETIREE HEALTH INSURANCE 1,814 INFO SYS STRATEGIC PLAN 13,000,828 STRONG MOTION INSTRUMENTATION 100,840 FIRE FACILITIES FUND 2,542,698 SPECIAL REPAIR/DEMOLITION 636,137 EMERGENCY & HEALTH GRANTS 5,141,707 WORKFORCE INVESTMENT ACT (1,453,714) ORANGE COUNTY SSA GRANTS (61,420) OES UASI (832,444) D.O.J. GRANT FUND (242,862) POLICE BLOCK GRANTS 1,281,852 HOME PROGRAM FEDERAL GRANT 2,174,951 MISC GRANTS 531 HOUSING AUTHORITY -ISSUER FEE 2,746,975 COMMUNITY DEV BLOCK GRANT (629,535) HOUSING AUTHORITY -VOUCHER HAP 989,754 HOUSING AUTHORITY- MAINSTREAM - HOUSING AUTHORITY -MS 5 1,064,028 HOUSING AUTHORITY -NEW CONSTR 136,374 HOUSING AUTHORITY -VOUCHER ADM 2,144,227 NSP FEDERAL GRANT 1,404,838 CALHOME MFGD HSG LOAN 646,635 PRISON TO EMPLOYMENT PROGRAM (310,720) RENTAL REHABILITATION GRANT 395,722 FEDERAL AID SAFETY PROGRAM (805,776) TRAFFIC SYSTEM MGMT GRANT (9,129,339) WIC ASSESSMENT DIST ST IMPRV 32,765 PUBLIC LIBRARY GRANT FUND (6,592) LIBRARY GRANTS 42,388 LIBRARY SVCS & TECHNOLOGY ACT 1,375 OCJP GRANT 36,355 HSG ADMIN CARES ACT COVID-19 544 PLANNING GRANTS PROGRAM (202,131) HSG HAP CARES ACT COVID-19 PRCSA CAPITAL GRANTS (1,278,344) ENERGY CONSERVATION PROGRAM 16,404 PUB WKS-WTR QUALITY & CONTROL (3,072,844) OFFICE OF SAFETY GRANT 129,300 US DOJ ASSET FORFEITURE FUND 1,139,429 US TREASURY ASSET FORFEITURE 139,442 RECREATION GRANTS FUND 443,062 MS5 HAP CARES ACT COVID-19 (1,062,375) NATL RECREATION TRAILS FND ACT 17,161 CARES ACT - CESF - CARES ACT - State City Council Page 2 of 3 13 — 12 5/17/2022 Quarterly Report of Investments as of March 31, 2022 Exhibit 2 - Cash held by Bank and Cash by Fund(s) Listing 177 EMERGENCY RENTAL ASSISTANCE PG 7,917,119 178 COVID RELIEF FUND (18,323) 179 GENERAL FIXED ASSETS 529,419 180 ARPA EHV ADMIN FEES 198,516 181 AMERICAN RESCUE PLAN ACT 54,710,984 201 LOCAL DRAINAGE AREA NO 1 133 202 LOCAL DRAINAGE AREA NO 2 1,431 203 LOCAL DRAINAGE AREA NO 3 755,753 204 LOCAL DRAINAGE AREA NO 4 1,057 205 LOCAL DRAINAGE AREA NO 5 600 206 LOCAL DRAINAGE AREA NO 6 881 207 LOCAL DRAINAGE AREA NO 7 194,358 209 LOCAL DRAINAGE AREA NO 9 733 210 LOCAL DRAINAGE AREA NO 10 17,186 211 LOCAL DRAINAGE AREA NO 11 223 212 LOCAL DRAINAGE AREA NO 12 13 213 LOCAL DRAINAGE AREA NO 13 2,700 221 LOCAL DRAINAGE AREA I 1,009,683 222 LOCAL DRAINAGE AREA II 245,093 223 LOCAL DRAINAGE AREA III 419,769 224 LOCAL DRAINAGE AREA IV 411,735 225 LOCAL DRAINAGE AREA V 267,441 226 LOCAL DRAINAGE AREA VI 217,704 301 REC/COMM SVS 6,047 311 RESIDENTIAL DEVELOP DISTRICT 1 2,853,669 312 RESIDENTIAL DEVELOP DISTRICT 2 6,154,042 313 RESIDENTIAL DEVELOP DISTRICT 3 14,107,830 314 RESIDENTIAL DEVELOP DISTRICT 4 615,329 400 POLICE UUT LEASE REVENUE BONDS 3,084,604 403 SCAG GRANTS - 404 COSA 2014 LEASE FINANCING 3,067,315 417 INCLUSIONARY HOUSING FEE 16,487,841 418 CDA - PEEBLER CAPITAL FUND 1,891,322 607 HOUSING AUTHORITY LMIHF 4,771,069 652 2003A SERIES TAX ALLOC BOND - 654 2011A SERIES TAX ALLOC BOND - 655 2018A SERIES TAX ALLOC BOND 11,768 658 2003B SERIES ALLOC BOND - 670 COSA RDA 349,843 671 COSA RDA OBLIGATION RETIREMENT 514,898 980 SAN JUANQUIN TRANS CORRIDOR - 981 EASTERN FOOTHILL TRANS CORRIDO - 991 TRAN SYS IMP AUT C-2 TUSTIN 2,575,261 992 TRAN SYS IMP AUT AREA D-TUSTIN 10,739,079 993 WIC ASSESSMENT DISTRICT 345,434 998 TREASURERS AGENCY COLLECTIONS 30,697 999 Lawson Clearing 8,310 Reconciling Item(s) - Outstanding Checks * 3,994,805 Reconciling Item(s) - Bank Direct Deposits* 45,541 Reconciling Item(s) - Deposits in Transit* (1,485,398) Reconciling Item(s) - Withdrawals in Transit* 2,405,158 Reconciling Item(s) - Various* 8,852 Reconciling Item(s) - Various: A difference between Cash held by Financial Institution, Fiscal Agent and Cash on Hand exists when comparing to Cash by Fund due, to reconciling items such as timing of payments; outstanding checks; and deposits in transit City Council Page 3 of 3 13-13 5/17/2022 Parks, Recreation, and Community Services www.santa-ana.org/parks i Item # 14 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Parks, Facilities, Trails and Open Space Master Plan AGENDA TITLE: Adopt a Resolution Approving the Parks, Facilities, Trails and Open Space Master Plan RECOMMENDED ACTION Adopt a resolution approving the Parks, Facilities, Trails and Open Space Master Plan. DISCUSSION Today is a historic and exciting time for Santa Ana, as this is the very first Parks Master Plan ("PMP") that will guide our investment in parks, facilities, trails, and open space over the next ten years! They say you can tell the health of a community by the condition of its parks. For decades, our parks have needed a significant investment to keep them safe, inclusive, enjoyable, and comfortable for our children, families and residents. Now is the time to provide a park system that will support and promote healthy lifestyles, improve inequities in greenspace, and support community livability, park safety, trail connectivity, and our quality of life. The PMP was developed through an 18-month process that combined broad resident and stakeholder engagement with a data -driven technical analysis to identify community needs. City staff, key stakeholders, and City leaders together formed a Project Advisory Group to guide the four -phased planning process. More than 2,000 residents, 6 committees, commissions, and advisory groups, 24 partner or stakeholder organizations, participants at 16 pop-up activities, and three staff groups shared their insights and comments to help develop the PMP. The City of Santa Ana recently updated its General Plan in a process that included extensive outreach and an environmental justice element to define the community's vision, values, and goals for the future. The PMP engagement process built upon General Plan findings to identify specific community priorities for parks, recreation, and trails. These priorities guide our park investment strategy. The PMP defines the community's values for parks and recreation. It shows how parks City Council 14 — 1 5/17/2022 Parks, Facilities, Trails and Open Space Master Plan May 17, 2022 Page 2 and recreation are integral to achieving the City's five core values. Given the critical role parks, recreation facilities, trails, and programs play in supporting our quality of life, a new mission statement defines the City's commitment to parks and recreation. "We steward our parks, offer engaging recreation opportunities, and connect our diverse community through trails and programs to create a vibrant, livable city'. The PMP identifies eight key initiatives for the park and recreation system, along with polices and implementation strategies that will guide the provision of parks, recreation, and related services over the next ten years. Key Initiatives 1. PARKLAN D Acquire and develop parks to create an integrated park and open space system. 2. EQUITY, ACCESS, AND ENVIRONMENTAL JUSTICE Ensure that all residents in Santa Ana have equitable access to inclusive parks and healthy recreation opportunities that serve all ages, abilities, and unserved or underserved areas in the City. 3. TRAIL CONNECTIVITY Create a walkable, bikeable, and interconnected city by providing a network of off-street bicycle and pedestrian trials. 4. RECREATION DIVERSITY Create unique and vibrant recreation facilities that reflect the character, identity, and needs of Santa Ana's diverse community. 5. ACTIVITY Facilitate events, programs, sports, and indoor recreation activities to support community health, fitness, empowerment, development, and lifelong learning. 6. STEWARDSHIP Manage and maintain Santa Ana's parks and recreation assets through good stewardship, proactive asset management, and the wise use of resources to support a sustainable, resilient, safe, and comfortable park system. 7. COLLABORATION Engage residents, partners, volunteers, local businesses, and other agencies in enhancing parks and recreation opportunities. 8. INVESTMENT Diversify funding, generate revenues, and support the capital and operational investment needed to enhance the park and recreation system. City Council 14 — 2 5/17/2022 Parks, Facilities, Trails and Open Space Master Plan May 17, 2022 Page 3 10-Year Recommendations Santa Ana is anticipated to grow to a population of 362,591 over the next 10 years. In addition to adding parks to meet the needs of new growth, the community is demanding a significant increase in parkland to support improved park access for all. The recently adopted General Plan sets a long-range goal to provide three acres of parkland for every 1,000 residents in the future. As a 10-year investment strategy and action plan, the PMP provides detailed guidance and priorities to take the first step: increasing the City's parkland to 1.5 acres per 1,000 residents. This acquisition strategy includes acquiring many smaller Neighborhood Parks and Pocket Parks, as well as acquiring or expanding existing Community Parks and Citywide Parks. If feasible, the greatest acreage would stem from acquiring the Willowick Golf Course and converting it to a multiuse Citywide Park. While focusing on new acquisitions, the PMP also recommends a variety of improvements and enhancements to existing sites. Cost And Investment Strategy If park acquisition requires purchasing new parkland at market rates, the total cost for all park acquisition, development, enhancements, and improvements could be $679 million. Adding new land and facilities could increase park maintenance costs to $5.2 million annually. These costs do not include the maintenance and development of trail corridors, which are identified in conjunction with transportation planning. It does not include costs associated with increased park activation, programming, administration, and operations. To implement these recommendations, the PMP identifies potential funding sources, prioritization tools, and a 12-step action plan for the next 10 years. Action Plan 1. Prioritize maintenance and asset management. 2. Increase park impact fees for new development. 3. Redirect other funds to parks. 4. Explore voter -approved tax measures and other public and private support. 5. Create a park opportunity fund. 6. Pursue key land acquisition opportunities. 7. Develop the Golden Loop and Key trail corridors. 8. Evaluate additional park acquisition opportunities. 9. Explore other acquisition mechanisms as an alternative to direct purchase. 10. Update joint -use agreements with SAUSD. 11. Evaluate the return on investment before proceeding with major facility development. 12. Extend cost recovery recommendations to new programs and services. The PMP is a community -driven document, created because of the significant community interest in enhancing Santa Ana's park and recreation system. While the level of service recommended in this plan is not as high as some residents would like to see, a substantial investment will be necessary to provide 1.5 acres of parkland per 1,000 residents, plus the quality facilities, trails, programs, events, and services desired. To achieve this vision, elected officials, voters, businesses, community organizations, volunteers, donors, and City Council 14 — 3 5/17/2022 Parks, Facilities, Trails and Open Space Master Plan May 17, 2022 Page 4 residents will have to work together to make continuous progress in enhancing parks and recreation opportunities. This will be an important investment in Santa Ana's quality of life. On April 28, 2022, the Parks, Recreation and Community Services Commission, by majority vote, recommended that the City Council approve the PMP. Comments from the Commission and Parks Master Plan Advisory Group are included in Exhibit 2. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impacted associated with this action. EXHIBIT(S) 1. Resolution — Parks Master Plan 2. April 28, 2022 Parks, Recreation and Community Services Commission and Parks Master Plan Advisory Group Comments 3. Parks Master Plan Power Point Submitted By: Lisa Rudloff, Executive Dir. of Parks, Recreation and Community Services Approved By: Kristine Ridge, City Manager City Council 14 — 4 5/17/2022 Exhibit 1 RESOLUTION NO. 2022-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE PARKS, FACILITIES, TRAILS, AND OPEN SPACE MASTER PLAN WHEREAS, parks, recreation facilities, trails, open space and community programs play a critical role in supporting quality of life of the residents of the City of Santa Ana; WHEREAS, the City through its Parks, Recreation and Community Services Agency engaged in an eighteen -month process to identify community needs as part of the drafting of the Parks, Facilities, Trails, and Open Space Master Plan ("PMP"); and WHEREAS, the process to draft the PMP included broad resident and stakeholder engagement with a data -driven technical analysis to identify community needs; and WHEREAS, City staff, key stakeholders, and city leaders together formed a Project Advisory Group to guide the four -phased planning process; and WHEREAS, more than 2,000 residents, six committees, commissions, advisory groups, twenty-four partner or stakeholder organizations, three staff groups, and participants at sixteen pop-up activities shared their insights and comments to help develop the PMP; and WHEREAS, the City recently adopted its General Plan Amendment and the PMP built upon the General Plan findings to identify specific community priorities for parks, recreation, and trails. These priorities will guide the City's park investment strategy; and WHEREAS, the PMP identifies eight key initiatives for the City's parks and recreation system, along with policies and implementation strategies that will guide the provision of parks, recreation, and related services over the next ten years; and WHEREAS, utilizing the PMP, the City will have a transparent and collaborative vision for the future of parks, facilities, trails and open space to guide the City for the next ten years with a strategy for both maintaining current facilities and improving facilities and services through PMP initiatives such as park acquisition where opportunities arise. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The Parks, Facilities, Trails, and Open Space Master Plan attached as Exhibit A, is hereby approved. City Council 14 — 5 ResMir 022-XXX Nege 1 of 2 Exhibit 1 Section 2. 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 May, 2022. Vicente Sarmiento Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By:'Tc."' Laura A. Rossini Chief Assistant City Attorney 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. 2022-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on May , 2022. Date: Daisy Gomez Clerk of the Council City of Santa Ana City Council 14 — 6 Res'Mir 022-XXX Nege2of2 PARKS nnASTER PLAn Santa Ana Parks, Facilities, Trails & Open Space F bAXTA ANA PARKS MASTER PLAn Santa Ana Parks, Facilities, Trails &Open Space Draft Plan I April 2022 IN CONJUNCTION WITH: Economic & Planning Systems (EPS) rl� ER FROM THE DIRECTOR DEAR SANTA ANA COMMUNITY, Today is a historic and exciting time for Santa Ana, as this is the very first Parks Master Plan that will guide our investment in parks, facilities, trails, and open space over the next ten years! They say you can tell the health of a community by the condition of its parks. For decades, our parks have needed a significant investment to keep them safe, inclusive, enjoyable, and comfortable for our children, families and residents. Now is the time to provide a park system that will support and promote healthy lifestyles, improve inequities in green space, and support community livability, park safety, trail connectivity, and our quality of life. The Master Plan process started in 2020. Despite the constraints of working during the pandemic and coordinating with Open Space Element of the General Plan, the process was extremely thorough. We received input from the public through multiple methods, including virtual and in -person meetings, online surveys, and the creation of a diverse Parks Advisory Group that represented various City Boards and Commissions, a num- ber of community -based organizations, demographic groups, age groups, activities and geographic areas within the city. Now that we are at the starting line of these changes, what can the community expect to see in the upcoming years? Fortunately the City has received a once -in -a -lifetime influx of Federal and State funds, Cannabis Public Benefit funds, and Grant awards that we can invest in improvements to our park system immediately. The community can ex- pect to see development of two new parks (Raiff & Myrtle and Standard & McFadden), the City's first dog park at Centennial Park, new splash pads at six park sites, the City's first universally -accessible playground at Thornton Park, and Amazon's Edge -Giant Riv- er Otter Habitat and Primate Trails at the Santa Ana Zoo. In addition, there are several park and trail renovation projects happening, such as new park restrooms, synthetic turf installation, electronic marquees, lake renovation, and trail and park security lighting. Much gratitude is due to the thousands of residents who gave their input. Congratula- tions to the dozens of staff members who worked hard over the past few years to see the Parks Master Plan completed. This is a time to celebrate and enjoy the moment, because soon the heavy lifting begins. Looking forward, we will work together to identify additional funds, finalize construction documents, and break ground on new projects that will be celebrated through ribbon cutting ceremonies! Together we will create amazing new amenities for our residents to enjoy. Lisa Rudloff Executive Director of Parks, Recreation and Community Services ACKnOWLEDGEMEnTS We appreciate the support of the Mayor's office, City Council, our Parks Master Plan Advisory Group, and many other City commissions and committees, City staff, and the residents, stakeholders, interest groups, community leaders and organizations who have given their time, energy, and ideas to this Master Plan. Together, we will create the parks and recreation system that will continue to foster Santa Ana's quality of life. CITY COUNCIL Vicente Sarmiento, Mayor Thai Viet Phan, Ward 1 David Penaloza, Ward 2 Jessie Lopez, Ward 3 Phil Bacerra, Ward 4, Mayor Pro Tem Johnathan Ryan Hernandez, Ward 5 Nelida Mendoza, Ward 6 PARKS MASTER PLAN ADVISORY GROUP Carl Benninger, Santa Ana Communication - Linkage, Vice President Citlali Ruiz, Invest In Youth Santa Ana Cynthia Guerra, Rise Up Willowick Coalition Dale Helvig, Northern Santa Ana Preservation Alliance (NSAPA), Chairperson Dave Elliott, Santa Ana Chamber of Commerce, President & CEO Dorian Romero, Santa Ana Active Street (SAAS) Flor Barajas, Rise Up Willowick Coalition Frank Bejarano, KidWorks, Community Development Corporation Frank Gutierrez, Arts and Cultural Commission, Chairperson Gabrielle Gutierrez, PRCSA, Ward 1 Representative & Chairperson Hatefas Yop, The Cambodian Family Community Center Hector Bustos, Santa Ana Youth Ballot Hilda Ortiz, Latino Health Access, Program Coordinator Jennifer S. Wang, Asian American Senior Citizens Service Center (AASCSC), C00 Jim Burns, AASCSC Joel Cazares, SA Buildino Healthv Communities (SABHC) Karla Juarez, T HRIVE Santa Ana Ken Nguyen, Little Saigon Foundation Kristopher Fortin, Santa Ana Active Street (SAAS) Laura Pantoja, Latino Health Access Maricela Castro, VELA Mark McLoughlin, Planning Commission, Chairperson Ray Diaz, Youth Commission, Chairperson Richard Santana, Community Development Comm., Chairperson Robyn MacNair, Santa Ana Unified School District Ruben Barreto, Santa Aana Building Healthy Communities (SABHC) Vattana Peong, The Cambodian Family Community Center PARKS, RECREATION AND COMMUNITY SERVICES COMMISSION Amina Sen-Matthews, Ward 1, Commission Member Angie Gomez, Ward 2, Commission Member Cory Nelson, Ward 4, Commission Member Ruby Woo, Ward 5, Commission Member Alfredo Torreblanca, Ward 6, Commission Member Andres Ramirez, City-wide Representative, Commission Member DIVISION STAFF PARKS MASTER PLAN AND ADDITIONAL LEADERSHIP TEAM COMMISSIONS Kristine Ridge, Arts and Culture Commission City Manager Santa Ana Parks and Facilities Lisa Rudloff, Division Executive Director of Parks, Recreation and Community Communication Linkage Forum Services Agency Santa Ana Recreation and Community Services Division Youth Commission KEY COMMUNITY ORGANIZATIONS Asian American Senior Citizens Service Center Communication Linkage Forum KidWorks Latino Health Access Santa Ana Building Healthy Communities Santa Ana Neighborhood Association THRIVE San Suzi Furjanic, Associate Park & Landscape Planner Ron Ono, Parks Services Manager Melanie McCann, Associate Planner Hiram Uribe, Graphics Designer r 7. II+.` Exhibit 1 CFI °.trig r� yxt cor'PEnTS Executive Summary ii {i s Ch 1: Introduction ii Ch 2: Park System Overview 26 Ch 3: Santa Ana Community 44 Ch 4: Park Access, Equity and Opportunities 70 14 Ch 5: Facility, Trails, and Program Needs 104 y _ . Ch b: Systemwide Recommendations 128 Ch 7: Site Recommendations 162 .. ';�-s- •r,1;. - .A _ •I, — -., Ch 8: Action Plan 186 Glossary 206 - Appendices 214 A. Park and Facility Inventory 214 B. Park Access and Equity Analysis 224 C. Site Recommendations 266 D. Acquisition, Design and Development Guidelines 284 a E. Capital Improvement Plan 306 9 ' List of Tables i Table 2-1: City Parkland by Classification Table 2-2: Joint -Use Sites Table 2-3: City Trail Corridors } Table 4-1: Severity of Need Summary Table 4-2: Key Unserved Areas With a High Severity of Need �.Eel Table 4-3: Summary of Key Opportunities and Acquisition Needs Table 5-1: Santa Ana Parkland Standards and Future Acreage Needs Table 5-2: Summary of Proposed Parkland Standards and Future Needs Table 5-3: Facility Guidelines and Future Needs Table 5-4: Potential Recreation Facilities Table 6-1: Community Values for Parks and Recreation Table 7-1: Number of Parks Proposed for Improvement by Park Type School Sites y OU IICI l Table 8-1: Capital and Operations Cost Summary for Existing and PMF 1 �ds�d A { Exhibit 1 Table 8-2: Capital Costs by Recommendation Table 8-3: Two -Step Project Evaluation and Prioritization Scorecard Table 8-4: Santa Ana Parks Acquisition and Development Fund Collections, 2018-2021 Table 8-5: Projected Fee generation Estimate Through 2030 Based on Current Fee Levels Table 8-6: Implied Parkland Acreage Costs Based on City Service Standard Table A-1: City of Santa Ana Park Inventory by Classification Table A-2: Existing Trail Corridors Table A-3: Joint -Use School Sites Table A-4: Major Facilities Inventory Table B-1: Analysis of Severity of Need Table B-2: Analysis of Opportunities to Serve Park Gaps Table B-3: Detailed Summary of Key Needs and Alternative Interventions Table B-4: Areas Serves with Join -Use School Agreement Opportunities Table B-5: Summary of Joint -Use School Agreement Priorities Table C-1: Summary of Maintenance Levels Table C-2: Additional Recommendations for PRCSA Trails and Joint -use School Parks Table C-3: Recommendations for Existing and Proposed Parks Table E-1: Summary of Estimated Capital and Operations Costs by Site Table E-2: Estimated Planning and Project Costs by Site and Category Table E-3: Planning Level Costs by Park Type List of Figures Figure 1-1: The Planning Process Figure 2-1: Santa Ana's Parks and Recreation Facilities Figure 3-1: Parks Master Plan Poster Figure 3-2: A Trilingual Utility Insert to Advertise the Survey Figure 3-3: How would you rate parks in Santa Ana on each of the following? Figure 3-4: What would make parks even better for you and your family? Figure 3-5: What features or facilities would you like to see more of in Santa Ana's parks? Figure 3-6: What makes a great park? Figure 3-7: What types of program and events should be added or expanded in Santa Ana? Figure 3-8: Are more trails, pathways and bike routes needed in Santa Ana? Figure 3-9: What type of trail or pathway is most needed in Santa Ana? Figure 3-10: G Figure 3-11: V\ and events should be added or expanded in Santa Ana? 14 - 12 Figure 4-1: TPL Parkland Metrics Figure 5-1: Orange County Park Acres per 1,000 Residents Figure 7-1: Recommended Capital Project by Category Figure 7-2: Percent of Existing and Proposed Sites and Acreage Identified for Capital Projects Figure 7-3: Recommended Parkland Acquisition and Expansion by Park Type Figure 7-4: Maintenance Needs at Existing and Proposed Sites Figure 8-1: Capital Cost Breakdown for Existing and Proposed Parks Figure 8-2: Capital Cost Breakdown for Existing and Proposed Parks by Park Type List of Maps Map 2-1: Existing Parks and Facilities Map 4-1: Park Access Map 4-2: Key Park System Needs Map 4-3: Environmental Justice and LUE Focus Map 4-4: Trail Corridors and Key Connections Map 4-5: Major Recreation Facilities Distribution Map 4-6: Active Recreation Facilities Distribution Map 4-7: Potential Acquisition Opportunities Map 6-1: Interventions to Increase Access to Parks and Trails Map 6-2: Park Condition Map 8-1: Park Development District Map Map B-1: Access Analysis - City Parks Map 13-2: Access Analysis — All Parks + Facilities Map B-3: Access Analysis — Service Areas + Gaps Map B-4: Equity Analysis — EJ + LUE Map B-5: Equity Analysis — Poverty Status Map B-6: Equity Analysis — Maj. Non -White Map 13-7: Equity Analysis — Res. Density Map B-8: Access + Equity Analysis — Synthesis 5/17/2022 Exhibit A DR DEGFiUESv RnTA AnA'S Pf ECREpTlOf1 Ff nD TRAILS HfiI EEDED A SIGni IVESTM1EflT TC RIID Ef1J0YH6LE FOR OUR CHILDREn, FAMILIES, Anc RESIDEf1TS. THIS MASTER PLRf1 PROVIDES OUR CITY FIRST COMPREHEnsIVE STRATEGY TO Ef1HRf10E OUR PARKS AnD RECRERTIOfI Sv, STEM.� 14 — 13 Exhibit A SANTA ANA PARKS MASTER PLAN Exhibit 1 EXECUTIVE SUMMARY The City of Santa Ana has developed its first Parks Master Plan (PMP) to guide the City's investment in parks, recreation facilities, trails, open space, programs, and events over the next 10 years. This plan: • Defines our mission for parks and recreation • Identifies community priorities for park system enhancements and improvements. • Addresses park access and equity issues on a citywide scale. • Provides an overarching investment strategy to increase parkland, diversify recreation options, and sustain existing assets to support community livability, park safety, trail connectivity, health and wellness, and our quality of life. 5/17/2022 EXECUTIVE SUMMARY Exhibit 1 PLANNING PROCESS The PMP was developed through an 18-month process that combined broad resident and stakeholder engagement with a data -driven technical analysis to identify community needs. City staff, key stakeholders, and city leaders together formed a Project Advisory Group to guide the four -phased planning process. q PHASE Parks Evaluation Evaluate current City parks, facilities, trails, programs, and operations. 0Q0 rKLil PHASE 2 Community Needs Conduct community outreach and a technical assessment of park needs. o= J� J� PHASE 3 Priority Projects Define park recommendations and prioritize projects. PHASE 4 Plan Adoption Present the Draft Parks Master Plan for review, refinement, and adoption. nr PROJECT TIMELINE December2020 May 2022 City Council 14 — 14 Exhibit A EXISTING PARK AND RECREATION ASSETS The City of Santa Ana manages 54 parks, nine joint -use school sites, and approximately 13 miles of off-street trails for recreation use. These sites support a variety of indoor and outdoor facilities and programs. TOTAL: 370.8 acres ■ Community -Serving Parks (City Parks: 5, Community Parks: 17) ■ Neighborhood Parks (Neighborhood Parks:11) ■ Other Parks al as (Pocket Parks: 8, Urban Plazas: 3, Special Use Facilities: 4) Other Resources (Park Resources: 3, Undeveloped Parkland: 3) OUTDOOR RECREATION 77 TOTAL 4 COMMUNITY GARDENS 2 SKATE PARKS 32 PLAYGROUNDS 32 SITES WITH PICNIC AREAS M7T TRAILS/NATURAL FEATURES �.... 21 TOTAL 7 TRAILS 1 2 LAKES MAJOR/SPECIAL USE ATHLETIC/ FACILITIES SPORTS 8,393Field 45 TOTAL 141.5 TOTAL & Facility reservations 2 TENNIS CENTERS 6 SOCCER in 2019 FIELDS 10 RECREATION/ 4 COMMUNITY VOLLEYBALL CENTERS COURTS 2 LOG CABINS 2 SENIOR CENTERS 5 MUNICIPAL 37,894 POOLS visitors in 2019 SPECIAL USE 1 z00 270,000 Santa Ana Zoo at visitors Prentice Park annually 1 STADIUM Santa Ana Stadium i 35 BALL • DIAMONDS 36.5 BASKETBALL COURTS 30 TENNIS COURTS t 5/17/2022 SANTA ANA PARKS MASTER PLAN EXECUTIVE SUMMARY OUR COMMUNITY WILL WORK TOGETHER TO CREATE A PARK AND RECREATION SYSTEM THAT SUPPORTS: • Safe and inclusive parks • Diverse parks and green spaces • Dynamic programming • Equitable recreation opportunities • Green connections • Community culture and identity • Youth engagement and development • Health and wellness More than 2,000 residents, 6 different committees, commissions and advisory groups, 24 partner or stakeholder organizations, participants at 16 pop-up activities, and three staff groups shared their insiahts and comments to help lop the PMP (see Chapter 3). A 0 We steward our parks, offer engaging recreation opportunities, and connect our diverse community through trails and programs to create a vibrant, livable city. r a t. V;i NEEDS FOR IMPROVED PARK ACCESS The City strives to provide parks within a 10-minute walking or biking distance of all residents (approximately 1/4 to 1/2 mile). The PMP identified 43 areas that are park deficient. Of these, 23 are categorized as "high needs," because they are below the poverty level, have a majority non -white population, have a higher residential density, and/or are in Environmental Justice Communities or Focus Areas for redevelopment. High needs areas are outlined in red on the map. A detailed analysis of these gap areas shows that many (shaded in yellow) have schools, private or public recreation facilities, other City -owned land, or existing or planned off-street trails that could help address recreation needs. The remaining areas, shaded in green, do not have any similar opportunities. These are the areas where park acquisition is more critical. The park service and equity analysis was part of a more extensive evaluation of acquisition opportunities, since Santa Ana provides considerably less parkland than U.S. cities on Note: See full map, legend, and details in Chapter 4, page 83 .� III • 'ihl•4{ 6a. I '�. I'S 95Iv deg �l. F !IMP qq� MS ePark •,} •i j h ill_-IFi yk•F. UNMC ' {0 M0.0.1 FAA 4' FxAii Park FCSIIN+AIN VALLEY pyh •-. `- City Council P' SANTA ANA PARKS MASTER PLAN 14 — 16 Exhibit A Exhibit 1 NEEDS FOR IMPROVED TRAIL CONNECTIVITY Santa Ana residents want a more walkable, bikeable city, along with improved access to parks. While the City is planning a more comprehensive bikeway system, the PMP focuses on the off-street trail corridors (Class I or IV bikeways) that connect parks and support recreation. • Proposed Key Connections: These trails, shown in red on the map, were identified as priority opportunities to enhance pedestrian and bicycle connections to local parks and regional trails. Approximately 20.6 miles of trails are needed. • Proposed Golden Loop Trail: When completed, the Golden Loop Trail, shown in gold, will be a 17-mile multiuse path connecting the Santa Ana River corridor to other destinations. Approximately 4.5 miles of trails are needed to complete the loop. Note: See full map, legend, and ?ate details in Chapter 4, page 97 {i{r prI py� �... R N r El Xltll a _ , hMahfr�' N 4 PPYYii,• Liar UB'o ~4'.�� .... ' Is 1r +Ti? i9} r:, Err ed. paeE,O r L f•iI Hsi Arica Pail fG t ...,i .L 0 . _ irr. NmwA I ± Peef� y ` i[ — Z . -------J . rdm Park �' I x�aaii eglm rlCnrli F3.4 i yyk��� thdi 0 Pdr1 NaePark � 4 4P EXECUTIVE SUMMARY PARKS MASTER PLAN INITIATIV The Parks Master Plan identifies eight key initiatives for the park and recreation system, along with the polices and implementation strategies that will guide the provision of parks, recreation, and related services over the next ten years. INITIATIVE: PARKLAND 04 Acquire and develop parks to increase the amount of parkland and create an integrated park and open space system. INITIATIVE: EQUITY, ACCESS, AND ENVIRONMENTAL JUSTICE Ensure that all residents in Santa Ana have equitable access to inclusive parks and healthy recreation opportunities that serve all ages, abilities, and unserved or underserved areas in the City. INITIATIVE: TRAIL CONNECTIVITY Create a walkable, bikeable, and interconnected city by providing a network of off-street bicycle and pedestrian trails. INITIATIVE: RECREATION DIVERSITY Create unique and vibrant recreation facilities that reflect the character, identity, and needs of Santa Ana's diverse community. INITIATIVE: ACTIVITY Facilitate events, programs, sports, and indoor and outdoor recreation activities to support community health, fitness, empowerment, development, and lifelong learning. INITIATIVE: STEWARDSHIP Manage and maintain Santa Ana's parks and recreation assets through good stewardship, proactive asset management, and the wise use of resources to support a sustainable, resilient, safe, and comfortable park system. 01 INITIATIVE: COLLABORATION Engage residents, partners, volunteers, local businesses, and other agencies in enhancing parks and recreation opportunities. INITIATIVE: INVESTMENT (fit Diversify funding, generate revenues, and support the capital and operational investment needed to enhance the park and recreation system. Note: See details on these initiatives and policies in Chapter 6. Exhibit 1 10-YEAR RECOMMENDATIONS Santa Ana is anticipated to grow to a population of 362,591 over the next 10 years. In addition to adding parks to meet the needs of new growth, the community is demanding a significant increase in parkland to support improved park access for all. The recently adopted General Plan sets a long-range goal to provide three acres of parkland for every 1,000 residents in the future. As a 10-year investment strategy and action plan, the PIMP provides detailed guidance and priorities to take the first step: increasing the City's parkland to 1.5 acres per 1,000 residents. This acquisition strategy includes acquiring many smaller Neighborhood Parks and Pocket Parks, as well as acquiring or expanding existing Community Parks and Citywide Parks. If feasible, the greatest acreage would stem from acquiring the Willowick Golf Course and converting it to a multiuse Citywide Park. While focusing on new acquisitions, the PIMP also recommends a variety of improvements and enhancements to existing sites. "tt h. City Counc % OF SITES RECOMMENDED FOR THESE CAPITAL PROJECTS 50 i 43 % 40 % 40% 37% 30 % 20 i 10% 0% p.Q a�a y.Ac Qa� O wa' ecc` ecc``°o �+Q pe °Q ceh Qa ec eF eF 4a eao a� °� aat Sao° Qe'e r °�.P� ccaaC�e�° k G°o' `cA0 Q P Q 0 a cl Pa L°cc °< a�°0 ay�et rO Qa` cayca °Q <°,e x�°1 e FQ 10 �a CC cc l le ca Q,c NEW PARKLAND (ACRES) Special Use Facilities I . Additional Acres Pocket Parks . Neighborhood Parks Community Parks Citywide Parks 0 20 40 60 80 100 120 Note: See figure details and explanations in Chapter 7, pages 166 and 169.. 5/17/2022 SANTA ANA PARKS MASTER PLAN EXECUTIVE SUMMARY Council COSTS AND INVESTMENT STRATEGY If park acquisition requires purchasing new parkland at market rates, the total cost for all park acquisition, development, enhancements, and improvements could be $679 million. Adding new land and facilities could increase park maintenance costs to $5.2 million annually. These costs do not include the maintenance and development of trail corridors, which are identified in conjunction with transportation planning. It does not include costs associated with increased park activation, programming, administration, and operations. To implement these recommendations, the PIMP identifies potential funding sources, prioritization tools, and a 12-step action plan for the next 10 years. Existing Park $127.8 million $3.7 million Sites Planned, $551.4 million $1.5 million Proposed, and Expanded Parks Note: See details on capital and operation costs in Chapter 8. 14 — 19 FINAL WORD The Parks Master Plan is a community -driven document, created because of the significant community interest in enhancing Santa Ana's park and recreation system. While the level of service recommended in this plan is not as high as some residents would like to see, a substantial investment will be necessary to provide 1.5 acres of parkland per 1,000 residents, plus the quality facilities, trails, programs, events, and services desired. To achieve this vision, elected officials, voters, businesses, community organizations, volunteers, donors, and residents will have to work together to make continuous progress in enhancing parks and recreation opportunities. This will be an important investment in Santa Ana's quality of life. 5/17/2022 Exhibit A EXECUTIVE SUMMARY 5 inTRODUCTion This chapter introduces the plan, planning process and document organization. The City of Santa Ana's parks, recreation facilities, trails, and open space are vital to the community's quality of life. These places inspire, educate and connect people of all ages and backgrounds through opportunities to play, exercise and relax. 12 SANTA ANA PARKS MASTER PLAN CHAPTER 1: INTRODUCTION 13 More than 2,000 residents, 6 different committees, commissions and advisory groups, 24 partner or stakeholder organizations, participants at 16 pop- up activities, and three staff groups shared their insights and comments to help develop the PMP (see Chapter 3). PLANNING PROCESS OVERVIEW This Parks Master Plan was developed through an 18-month process that combined broad resident and stakeholder engagement with a data -driven technical analysis to identify community needs. City staff, key stakeholders and city leaders together formed a Project Advisory Group that worked together to ensure the plan reflects the aspirations and goals of Santa Ana. While the plan was developed during the COVID-19 pandemic, the process included in -person, online, and virtual outreach activities to ensure all residents and traditionally underrepresented groups had an opportunity to participate. With outreach in English, Spanish and Vietnamese, a wide range of residents, stakeholders, partners, committees, city leaders, and community liaisons who represented diverse Ylvupb anu 11] tWtsis welt invuivtu. MIUit than 2,000 residents, 6 different committees, commissions and advisory groups, 24 partner or stakeholder organizations, participants at 16 pop-up activities, and three staff groups shared their insights and comments to help develop the PMP (see Chapter 3). As noted in Figure 1-1, the four -phased planning process included updating the City's park inventory and evaluating the existing system, identifying park needs, defining key initiatives and recommended projects, and preparing the PMP for community review, refinement and adoption. The PMP will allow City staff and leaders to incorporate Santa Ana's unique character and community vision into an action plan that supports vibrant parks and recreation experiences for residents, employees anu vlblivla. MSANTA ANA PARKS MASTER PLAN CHAPTER 1: INTRODUCTION f PRECEDENT PLANNING DOCUMENTS The PIMP builds on findings from several previous plans and studies. GENERAL PLAN UPDATE AND EIR (2022) The PIMP was developed concurrently as the City of Santa Ana completed its General Plan update, a process that extended from 2015- 2022. The General Plan sets forth the City's long-range goals and policies that reflect the aspirations and values of residents, landowners, businesses and organizations within the community. The Open Space Element of the General Plan defines policies and actions to guide the provision and future development of parks and open space. In doing so, it recognizes the critical role open space plays with regards to quality of life, environmental impacts due to climate change and urbanization, neighborhood character, and balancing the city's overall health. Since parks and recreation is integral to many City services, the Community Element, Mobility Element, and Conservation Element of the General Plan also include policies related to the City's park and recreation system. PARKS RECREATION & COMMUNITY SERVICES AGENCY SERVICE & FINANCIAL SUSTAINABILITY STUDY (2020) In an effort to continually improve and enhance services and overall organizational effectiveness, City staff and community members participated in a comprehensive process to address financial City Council sustainability of the park and recreation system through the creation of a Resource Allocation and Cost Recovery Philosophy, Model, Policy, and a Services Assessment. This process and its outcomes will serve to guide the City in evaluating service provision strategies to ensure they are running at optimal levels, and the system is sustainable in the long term. SANTA ANA ZOO FACILITIES MASTER PLAN (2018) Adopted in 2018, the Santa Ana Zoo Facilities Master Plan identifies the goals and principles that will guide the development and enhancement of the Santa Ana Zoo over the next 15-20 years. Findings were based on a facility inventory, evaluation, and review of development concepts to define the City's approach for site management and improvements. COMMUNITY ARTS AND CULTURAL MASTER PLAN (2016) Santa Ana's first Arts and Cultural Master Plan was completed following the 2014 formation of the City's Arts Commission. This plan identifies the infrastructure and resources needed to support and promote Santa Ana's heritage and identity through the arts, by fostering cultural and creative industries in the city over the next ten years. 14-22 SOUTH MAIN VISION PLAN (2016) The South Main Vision Plan re -imagined the south Main Street corridor, a 2-mile segment from First Street to Warner Avenue with direct adjacencies to six park -deficient neighborhoods. Although the plan's objectives were to revitalize the area, encourage redevelopment, and foster local businesses, two other priorities emerged: increasing walkability and protecting open space. Plan recommendations pointed to opportunities to provide greenspace within the right-of-way and a via a public -private "pop-up" park collaborative. THE IMPORTANCE OF PARKS AND RECREATION Until now, Santa Ana has not had a Parks Master Plan to help prioritize investment. While the City offers less park acreage than many neighboring cities, Santa Ana has not had a cohesive strategy to improve existing parks and increase green space. Today, the City of Santa Ana is looking to adopt a new approach to ensure that all residents have access to quality parks and recreation opportunities. The approach responds to the realization that parks are integral to our quality of life. 5/17/2022 SANTA ANA PARKS MASTER PLAN CHAPTER 1: INTRODUCTION Exhibit 1 SUPPORTING COMMUNITY HEALTH At no other time in recent history has the value of parks been more apparent than during COVID-19 pandemic that began in the spring of 2020. As public health experts learned more about COVID's transmission, they began recommending the everyone spend more time outdoors to take advantage of the physical and mental health benefits of green space —which created an unprecedented demand on parks, trails, playgrounds, and associated amenities. While COVID transmission rates decline, the Parks Master Plan identifies ways that parks and recreation programs can continue to support individual and community health. Research shows that access to nature can lower risks of circulatory and cardiovascular disease. Relaxation and physical exercise not only support personal fitness, but also support psychological benefits, such as improved mental health and mood, stress reduction, and increased personal resilience. INCREASING PARKS AND GREEN SPACE The increased demand for parks and outdoor activities sparked the realization that many areas in Santa Ana are park deficient. In fact, the City overall has a lower level of service for ADVANCING EQUITABLE ACCESS Not all of Santa Ana's residents enjoy the same access to parks and recreation services. Many neighborhoods across the city do not have parks. Some residential areas have higher density development and more residents that place greater demand on nearby parks. In some cases, communities of color and low-income residents must travel further to enjoy the benefits of the parks and recreation system. This PMP analyzed existing demographics, park locations, and key environmental justice and focus areas, and residential density to identify which geographic areas and residents have the green space. greatest need for parks. There is work to do to ensure that all residents have equitable access unities. City Council 14 — 23 5/17/2029 parkland than many nearby cities, including Tustin, Orange, Fullerton, and Anaheim. With approximately 371 acres of parks, the City of Santa Ana provides just over one acre of park space for every one thousand residents in the city. Many residents would like to double or triple that amount. The PIMP includes an in- depth evaluation of parkland needs to create a realistic strategy for increasing parks and SANTA ANA PARKS MASTER PLAN CHAPTER 1: INTRODUCTION Exhibit 1 FOSTERING MULTI -FACETED BENEFITS In addition to health benefits, parks are important for their ability to support social, recreational, environmental and economic benefits. The PIMP includes strategies to foster the following types of benefits: • Social: Parks and recreation provide opportunities to strengthen family and community relationships, foster community pride, and increase community identity. In addition, recreation programs have been shown to reduce loneliness in older adults and seniors and prevent youth crime and violence. Aquatics and learn -to -swim programs promote water safety. • Recreational: Parks, facilities and programs provide the spaces and opportunities to play; participate in sports; engage in fitness activities; learn new skills; embrace community history, art and culture; join a team; and develop a sense of camaraderie from participating in city programs and events. • Environmental: Parks and open space provide important green infrastructure that support the urban tree canopy, protect wildlife habitat, reduce air and water pollution, provide stormwater benefits, promote biodiversity, reduced urban heat, and provide other ecological benefits. • Economic: Not only do quality parks and programs attract new residents and businesses to cities, but facilities such as the Santa Ana Zoo also support the City's economic vitality ALIGNING WITH OTHER CITY VALUES Santa Ana's parks, recreation facilities and programs also play an important role in contributing to the City's vision and values. The PIMP includes policies, strategies and recommended projects to support City efforts to advance: • Health • Equity • Sustainability • Culture • Education The five elements were identified in the 2022 General Plan as the by attracting visitors to spend money nearby. Furthermore, homes nearest to parks often core values and aspirations our residents have for our city. enjoy higherprgMt vd& nd1 14 - 24 5/17/2022 ESANTA ANA PARKS MASTER PLAN CHAPTER 1: INTRODUCTION PLAN ORGANIZATION The PIMP provides direction for the City's enhancement, preservation and maintenance of parks, trails, open space and recreation facilities over the next 10 years. In addition to this chapter (Chapter 1. Introduction), the remainder of this document is organized as follows: 0W 1- NOW CHAPTER 2. PARK SYSTEM OVERVIEW Introduces a new park classification system and provides an overview of key amenities, facilities and services. CHAPTER 3. SANTA ANA COMMUNITY Describes community demographics and priorities from outreach findings. ow k Council 22 CHAPTER 4. PARK ACCESS, EQUITY AND OPPORTUNITIES Presents a series of maps that show the distribution of parks, service gaps and deficiencies, and areas of greatest needs. CHAPTER 5. FACILITY, TRAILS, AND PROGRAM NEEDS Summarizes findings for parks facilities, trails and programs to define the level of service desired by the community. A CHAPTER 6. SYSTEMWIDE RECOMMENDATIONS Identifies the vision, values and mission, along with key park and recreation initiatives, policies and implementation strategies. CHAPTER 7. SITE RECOMMENDATIONS Summarizes recommendations for existing and proposed parks, introduces park acquisition and development guidelines, and shares case studies iV nivuai UN iiviu 1., ruiu,,, Nair .L1011 rV11110 UVII. CHAPTER 8. ACTION PLAN APPENDIX B. PARK ACCESS ANALYSIS Presents a short-term action plan, prioritization Presents the mapping analysis of park gaps and criteria and potential funding strategies. high -need areas. rc - -.. "Y:i ., ":� APPENDIX A. PARK AND FACILITY INVENTORY Summarizes and classifies existing park and facility data. APPENDIX C. SITE RECOMMENDATIONS Provides a matrix that summarizes recommendations for all existing and propose parks. • APPENDIX D. ACQUISITION, DESIGN AND DEVELOPMENT GUIDELINES Presents guidelines for the acquisition, design, development, and renovation of parkland systemwide. Win. .� APPENDIX E. CAPITAL AND OPERATIONS °+, ;. ,, Y; COSTS Summarizes planning -level costs to carry out recommended capital projects and maintain the park system. — �+ 24 77., 7'1f , _ y 1: It � . Syr yr ■ �'.r+ fi '.r 26 SANTA ANA PARKS MASTER PLAN �1 IU r` PARK SYSTEM ..fir '�'+�, y�' i.:f f '� •' ..f . !±, � p`��tii�•� �1 .'�:.� :S. �• it ,: .. - _ VERVIEW • ��� ��"�- -:�. �'�-�- � <:..:� This chapter presents a new park `•-�- _ _: "�=r I classification system and overview of key amenities, facilities, and programs. xm7t17w Santa Ana's residents enjoy a varied park system, ranging from small pocket parks such as Garfield Fitness Park to large city parks such as Centennial Park. These green spaces support a variety of indoor and outdoor recreation facilities, plus recreation programs, sports and enrichment activities. in 1 CHAPTER 2: PARK SYSTEM OVERVIEW 27 Exhibit 1 SANTA ANXS PARK AND RECREATION SYSTEM The City of Santa Ana's park and recreation system collectively refers to the City's recreation spaces, infrastructure and resources that are managed, maintained and programmed for recreation or park use. Currently, this system is managed by the Parks, Recreation and Community Services Agency (PRCSA). Park maintenance responsibilities are anticipated to transition to the Public Works Department in Fiscal Year 2022-2023. THE PARK SYSTEM The park system describes the lands and facilities provided by City of Santa Ana to support recreation. There are three different types of lands managed as part of this park system: • City Parkland: These publicly accessible sites and green spaces are owned and managed by the City of Santa Ana to support recreation and social gathering (or were acquired for this purpose). • Joint -use Sites: Owned by other agencies, Joint -Use Sites are managed or maintained by the City of Santa Ana through a joint - use agreement to increase access and opportunities for fitness and recreation. Examples include school sports fields and other facilities owned by the School District. • Trail Corridors: These linear corridors with off-street trails support recreation, non - motorized transportation, and bicycle and pedestrian access to parks. These may be located in street rights -of -way, flood control channels, or lands owned by other entities. (Note: Additional classes of on -street trails and bikeways are managed separately as part of the City's transportation system.) The entire park system includes 371 acres of City parkland at 54 sites, supplemented by 32 acres at 9 joint -use sites, and approximately 13 miles of off-street trails. Each of these elements are also considered part of the City's open space network. To distinguish parkland from open space and landscaped areas, the following are defined: • Landscaped Areas: Landscaped Areas are a type of open space that is maintained for community aesthetics and beautification, but not for park use. These may include medians, street rights -of -way, gateways, public grounds around buildings, etc. • Open Space: Open space encompasses recreational and green spaces, including parks, commercial open space, vacant lands, manicured landscaped areas, trail corridors, water channels and rail infrastructure.' Not all open space areas are suitable for use as parkland. City Council — 28 This definition is consistent with the General Plan land use designation description of Open Space, page LU-20. i CITY PARKLAND The City of Santa Ana classifies and categorizes parks to distinguish them by their function. Classifications consider site size, use, service area, as well as available amenities and facilities. The categorization helps the City make decisions about development, improvements, park maintenance and programming based on the intent and level of use each park site. Santa Ana's parks are classified in four categories, which are further subdivided into eight types of parks. 5/17/2022 ® SANTA ANA PARKS MASTER PLAN CHAPTER 2: PARK SYSTEM OVERVIEW Exhibit 1 COMMUNITY -SERVING PARKS Community -serving parks provide recreation opportunities for all or a substantial portion of the Santa Ana community. Santa Ana has two types of community -serving parks: Centennial Park Lake (Citywide Park) Citywide Parks are Santa Ana's largest parks. Typically, more than 15 acres in size, these sites provide major recreation facilities, cultural venues and natural areas that serve as destinations for events, programs and activities, attracting visitors from across the entire city and beyond. Typical facilities and features include recreation centers, amphitheaters, swimming pools, sports courts and fields, skate parks, lakes, trails and trailheads, destination playgrounds and group picnic areas. In addition to a variety of support facilities, citywide parks may also include concessions, reservable facilities or other revenue -generating activities and infrastructure. Campesino Park (Community Park) Community Parks are mid -size parks, typically 5 to 10 acres in size, which support sports and group gatherings for several neighborhoods or a portion of the city. Typical facilities include sports fields and courts, small group picnic areas, and specialized or unique facilities such as swimming pools, recreation/ community centers and senior centers that NEIGHBORHOOD -SERVING PARKS Neighborhood -serving parks provide close -to - home recreation opportunities. Currently, Santa Ana offers only one type of neighborhood park defined below. Mariposa Park (Neighborhood Park) 3 OTHER PARKS AND FACILITIES The City provides three other types of open space to support recreation and community aesthetics: Garfield Fitness Park (Pocket Park) Pocket Parks are small sites, typically less than 1 acre, which provide green space, passive social space, and in some cases a small-scale recreation feature. Urban Plazas are small parks with hardscape and green space that provide social gathering opportunities in urban and commercial areas. Special Use Facilities are sites that support stand-alone major recreation facilities not located within a larger park. These facilities are typically fee -based and are only open when programmed or reserved for use. Their hours of operation and public use are limited. a Zoo, stadium City Council 14 — 29 and tennis cel`��rl.7/2022 support programming. Community parks typically include on -site parking, restrooms and similar support amenities for longer site visits. However, these sites typically have less variety and less green space than larger citywide parks. Neighborhood Parks are small parks, typically 1 to 5 acres in size, intended to serve nearby neighbors. These sites provide small-scale opportunities for play, picnicking and leisure activities for residents that live within walking or biking distance. Typical facilities include playgrounds, picnic tables and open lawn areas. Sports fields, sports courts and trailheads also may be located within neighborhood parks to provide opportunities for local recreation. SANTA ANA PARKS MASTER PLAN CHAPTER 2: PARK SYSTEM OVERVIEW Exhibit 1 OTHER RESOURCES The City owns other lands that currently are not used for public recreation. These are counted as agency resources within the parkland inventory. Civic Center (Urban Plaza) Park Resources are managed by other entities for non -park use as defined through long-term leases or agreements with the City. Examples include sites operated by Santa Ana Unified School District (SAUSD) and the Santa Ana Police Department (SAPD). Depending on the terms of the joint -use agreement, these sites are not accessible to the general public. Undeveloped Parkland are unimproved City - owned properties being held for future park development and recreation use. Sites may not allow current park access. Santa Ana's parkland is distributed throughout the city. Map 2-1 on the following pages shows the location of existing parks and trails. Table 2-1, below, provides a summary of the inventory. The macilytepbl miI Santa Ana Zoo at Prentice Park (Special Use Facility) Thirty-three of these parks (317 acres) are developed as community -serving parks or neighborhood parks, providing places to play, gather, and experience nature. Fifteen sites (42 acres) are developed as smaller pocket parks, urban plazas, or special use facilities, such as the Santa Ana Zoo at Prentice Park and the Cabrillo Tennis Court. Additionally, the City has six sites (11.7 acres) of undeveloped land or park resources such as the SAPID Training Center. These are not currently used for recreation but are considered a potential resources for future park use. ® SANTA ANA PARKS MASTER PLAN Exhibit CHAPTER 2: PARK SYSTEM OVERVIEW TABLE 2-1: CITY PARKLAND BY CLASSIFICATION COMMUNITY -SERVING PARKS I Citywide Parks Community Parks Community -Serving Parks Subtotal NEIGHBORHOOD -SERVING PARKS Neighborhood Parks Neighborhood Parks Subtotal OTHER PARKS AND FACILITIES Pocket Parks Urban Plazas Special Use Facilities Other Parks and Facilities Subtotal OTHER RESOURCES Park Resources Undeveloped Parkland Other Resources Subtotal Source: City of Santa Ana For more detail inventory information, see Appendix A. City Council 5 168.2 Centennial Park, Santiago Park 17 129.0 Windsor Park, Bomo Koral Park 22 297.2 EL 11 19.5 Mabury Park, Edna Park 11 19.5 jw 8 3.7 Sarah May Downie Herb Garden, French Park 3 6.0 Plaza Calle Cuatro, Sasscer Park 4 32.7 Santa Ana Zoo at Prentice Park, Cabrillo Tennis Center 15 42.4 3 9.2 Griset Park, SAPD Training Center, SAPID Canine Training Facility 3 2.5 Myrtle and Raitt Park, Standard and McFadden Park, Flower & 10th Park 6 11.7 14-31 'M�rrlsdn �a � Eldndage�aikL._ I Men�ary Lane oo r4 a^�k RJR !f �% + ffirer+new Park r—--------•-- +� I Exhibit 1 I'Vo A)hl il�Ir. �PWe 4 cv jPa*VryPA R r_1 �aPak�aak�� Fa S�Ior e} Ma psa 4 d a va 4 ar An Is r• Aar y Fa i Ce �r Cnrarrdax Car9�nity ►f: {r • �'(cl ex' C8 PParl�i Par r WFSTMINSTEI+j I _h EirchPwk J HcrtagnyPark � ,[��� . A An Ia�ark 0 7 I rL _ Jwwo Park e! r MWndsa Park Cenlennial Park TTJsiIN wd wl Park 1 � POLIMAiN VALLEY y; jjDelhPark Adams Park 55 `� jTi�ariglelr�ai: `} � I. PA % Carl Thmn" Pj - K - — - — SxPlnt �.. 9mo oA raV �._.B— Park-.._..� +:07A 41ESA MAP 2-1: EXISTING PARKS AND FACILITIES joint -Use School s1tes Pocket Parks '. [� wgardlntermediateSchool 0 SarahWynownkHr<bGarden Placa(alleCuairo © Goft ElementaisUpl is FrerK NA Q SaZorpara CC] ltuoserell-Wa6nrFlenrerrltary5chaol 19 17thSlle67uanoePalk Q {jyxCifiTer O Monretltsla Elemenrrary 5chool IS Falmew TRaree HaNTat Resterauon d dadisorlFlemenraryWWI ® hirFatldmTrangle Park Special Anse Facilities iq `ea Ana Ind at MOM Park QF Godinti Ho Schad 0 Maple and Mdenial Exerdst Park Ana Stadium kkorimf Elerntlwq sdw i 0 Friendship Park Caltaft�a io for 0 Wriiew rinm Park Neal admIlTennis i Tenn io Neal Aiashantler ienns Censer Legend CajAAawfdiN 0ol i4raadroeiae WPDd4d. txPufagnva�vmes Coy Park Park PorlS and Facihlre1 Pronded by Others CDT nunlly Park Nwmmoad Park = Urbdn Plats 111111110 SpaClal UW Facility Wjor Roms i neeways RdR'Ri1eMRIPRC1E71� — TrallCafat AkP'�nev@r Maw Aner[dyParkRrxre Park Resource — � • Fa[Ilitp Undereloped Park +ueas aVNnSe ar1dL�Tn� S•hwl. mJO,Iy U5e5Chgol5Re WalerbMil!5 ESANTA ANA PARKS MASTER PLAN CHAPTER 2: PARK SYSTEM OVERVIEW Exhibit 1 JOINT -USE SITES Owned by other agencies, joint -use sites are managed or maintained by the City of Santa Ana through a joint -use agreements. In turn, these sites are open (or partially open) to the public to increase access and opportunities for fitness and recreation. Examples include school sports fields, playgrounds and other facilities owned by the Santa Ana Unified School District (SAUSD). A complete list of joint -use sites is included in Appendix A and a summary is provided in Table 2-2. TABLE 2-2: JOINT -USE SITES Garfield Elementary School 0.4 SAUSD Madison Elementary School (Madison Park) 0.03 SAUSD Monroe Elementary School (Delhi Park) 2.9 SAUSD Monte Vista Elementary School (Jerome Park) 2.4 SAUSD Roosevelt -Walker Elementary School* 1.5 SAUSD Roosevelt -Walker Elementary School 1.1 SAUSD Willard Intermediate School* 0.1 SAUSD Willard Intermediate School 4.9 SAUSD Godinez High School (Centennial Park) 18.6 CSA _ -- 32 Roosevelt -Walker Elementary School is one of two schools in the SAUSD that is considered a public facility and has "City Hours" for full time public use. it SANTA ANA PARKS MASTER PLAN TRAILS The City of Santa Ana provides approximately 13 miles of Class I trails that will be maintained and managed by PWA (Table 2-3). Located in public rights -of -ways and flood control channels, these corridors support non -motorized transportation, recreation and access to parks. A key component of the City's trail system is the proposed "Golden Loop." This future bike trail will eventually provide 15 miles of connected facilities around the periphery of the city, running along the Santa Ana River and connecting to other local and regional trails. Currently, segments of the loop are constructed, yet there are gaps that are not yet completed. In TABLE 2-3: CITY TRAIL CORRIDORS Santiago Creek Bike Trail 1.0 Pacific Electric (Maple Street) Bike Trail 2.1 Alton Avenue Bike Trail 2.9 Raitt Street Bike Trail 0.2 Bear Street Bike Trail 0.7 MacArthur Bike Trail 0.1 Santa Ana River Bike Trail 3.6 Flower Street Bike Trail 1.5 Santa Ana Gardens Bike Trail 0.7 The Flower Street Bike Trail provides southern Santa Ana with north/south neighborhood connections. / 17/2. CHAPTER 2: PARK SYSTEM OVERVIEW Exhibit 1 RECREATION FACILITIES Santa Ana's parks support a variety of recreation amenities and facilities. The PIMP uses the following terms to distinguish and categorize features in parks: • Facilities: Facilities are outdoor elements or structures that provide recreation opportunities in parks. Examples include playgrounds, sports fields, sports courts, picnic shelters, outdoor fitness equipment, skate parks, and community gardens. • Major Facilities: Some facilities in parks require a greater investment in maintenance, operations, and programming. These are referred to as "major facilities." They include facilities such as amphitheaters, recreation and community centers, senior centers, gymnasiums, the zoo, indoor and outdoor swimming pools, sports stadiums, and tennis centers. • Specialized Facilities: Some facilities have a singular function or use that may require specialized maintenance or operations, although these may not require as extensive resources as a Major Facility. Examples include concessions, formal gardens, and stages. • Amenities: The support features that facilitate the comfort, functionality, and use of parks are called amenities. These include elements such as restrooms, parking lots, trash receptacles, benches and tables, barbecues, lighting, bike racks, drinking fountains, art, and signage. City Council • Trails: Considered a facility, trails can be soft - surfaced or hard -surfaced linear paths intended for recreation and active transportation. In addition to these, some temporary programming spaces may be identified to support short-term, pop-up activities and community events. Examples may include neighborhood streets or parking lots for schools, businesses and public buildings. These temporary spaces do not count as parkland or as recreation facilities. Appendix A provides details on amenities and facilities in parks by site. It also itemizes major facilities and trails in separate tables. Figure 2-1 illustrates park and facilities by the numbers. W. Q 14-33 FIGURE 2-1: SANTA ANA'S PARKS AND RECREATION FACILITIES SANTA ANXS PARKS AND RECREATION FACILITIES TOTAL: 370.8 acres ■ Community -Serving Parks (City Parks: 5, Community Parks:17) ■ Neighborhood Parks (Neighborhood Parks:11) 0 Other Parks and Facilities (Pocket Parks: 8, Urban Plazas: 3, Special Use Facilities: 4) 0 Other Resources (Park Resources: 3, Undeveloped Parkland: 3) OUTDOOR RECREATION MAJOR/SPECIAL USE ATHLETIC/ 77 TOTAL FACILITIES SPORTS 8,393 Field 45 TOTAL 141.5 TOTAL & Facility COMMUNITY reservations GARDENS 3 TENNIS CENTERS 6 SOCCER in 2019 FIELDS COMMUNITY 2 SKATE PARKS 'IO RECREATION/ 4 VOLLEYBALL •`•� 32 PLAYGROUNDS Ohl CENTERS COURTS LOG CABINS 35 BALL 32 SITES WITH DIAMONDis PICNIC AREAS SENIOR CENTERS 36.5 5 BASKETBALL MUNICIPAL 37894 COURTS POOLS visitors in 2019 TRAILS/NATURAL SPECIAL USE 30 TENNIS COURTS FEATURES �.••O 21 TOTAL t, ZOO 270,000 •��� Santa Ana Zoo at visitors Prentice Park annually 7 TRAILS , • • 2 LAKES 1 STADIUM �'it Santa Ana Stadium 5/17/2022 ® SANTA ANA PARKS MASTER PLAN CHAPTER 2: PARK SYSTEM OVERVIEW Exhibit 1 PROGRAMS AND SERVICES The City of Santa Ana provides several types of events and recreation programs for the community. These include scheduled classes and camps, sports league play and activities. PRCSA's current core recreation service areas are outlined below: Aquatics recreational swim, swim team, learn to swim classes, water fitness Health, Wellness & Fitness physical activity, nutrition and fitness classes including karate and martial arts, yoga, Zumba, etc Arts, Music & Culture visual, fine and performing arts, art clubs and classes, dance and cultural heritage j Preschool Programs age -appropriate development programs for children (up to 5 years old) Special Interest & Enrichment classes, lectures, instruction and learning Teen Development & Leadership age -appropriate development programs for teens Sports organized recreational and competitive leagues and tournaments, including youth and adult sports and tennis Volunteerism volunteer service projects and activities Senior Services Special Events Youth Programs Zoo Programs programs, activities and se � pities for learning run by fitness & nutrition, technologoit y,'C.:it�r eifame nights 14 — 34 or held at the Santa5h_ 1202`L and excursions �! ESANTA ANA PARKS MASTER PLAN CHAPTER 2: PARK SYSTEM OVERVIEW Exhibit 1 OTHER LOCAL AND REGIONAL RESOURCES In addition to City park, facilities and programs provided or managed by the City of Santa Ana, residents have access to a variety of other recreation resources in the region. Several of these recreation resources are noted below: • Santa Ana Unified School District Facilities: In addition to the joint -use sites that the City maintains, many other schools in Santa Ana provide indoor and outdoor amenities and green space managed by SAUSD. • Private Facilities: Private facilities, campuses, and green space in Santa Ana also help meet the needs of members. Examples include: • Santa Ana College: This campus includes baseball, softball and soccer fields, a track stadium, swimming pool, tennis courts, and other facilities for students and staff. • CCCM Field: Located in the southwest corner of Santa Ana, CCCM field is used as an outdoor meeting space for the church congregation of Calvary Chapel Costa Mesa in addition to being used as a practice space for our Calvary Schools softball team and others. City Council • Willowick Golf Course: Located on the west side of the Santa Ana River is a 100-acre golf course owned and operated by the City of Garden Grove. The 18-hole golf course has the highest usage of all courses in the county. It provides two sets of tees, a grass driving range, three practice putting greens, pro shop and new, 5,000 square -foot full -service bar and restaurant. • River View Golf Course: This 18-hole golf course is located along the river in north Santa Ana. River View has a lighted driving range, putting course, driving range, pro shop, bar, grill, and outdoor patio. • Mile Square Regional Park: This 640-acre park in Fountain Valley, near the southwest boundary of Santa Ana, includes two lakes, sports fields, picnic areas, a recreational and cultural center, clubhouse, golf course, archery range, and radio -controlled airplane field. —IJAmr 35 • Irvine Regional Park: Managed by Orange County, this 495-acre historic park is located in the City of Orange. It provides an amphitheater, four large group picnic areas, six playgrounds, four softball fields, two horseshoe pits, a lake, boathouse, wedding venue, interpretive programs center, paved bicycle/walking trail, and an equestrian trail. A parking/entry fee is required. Additional concessions include pony rides, bicycle and aquacycle rentals, train rides, and snack shops. • Fairview Regional Park: Located on Placentia Avenue in Costa Mesa, southwest of Santa Ana, this 210-acre park and is developed with a mini railroad, vernal pools, cove chaparral, and open fields for games, and gliders. • Nearby local parks: Adjacent cities own and operate parks, with some located within a mile of Santa Ana's City limits. However, these parks were not designed to accommodate use by Santa Ana residents. For example, in the City of Orange, Hart Park provides dog -friendly green space, ball fields, a seasonal community swimming pool and summer concerts just north of Santa Ana. In Costa Mesa, Wimbledon Park and Wakeham Park serve its residents with green space and play areas. 5/17/2022 k, ESANTA ANA PARKS MASTER PLAN i J L _ , R PAP- AL Al communITY � L'r • �... 1. �� ' V � •� , r y it 4 y,.• • This chapter includes background k err'. and context about the community of Santa Ana and the park '•�- r :. priorities identified through outreach and engagement, The input of diverse residents and stakeholders from across the City ensures that the Parks Master Plan re community needs. i 44 SANTA ANA PARKS MASTER PLAN CHAPTER 3: SANTA ANA COMMUNITY 45 Exhibit 1 COMMUNITY CONTEXT AND DEMOGRAPHICS Santa Ana is a vibrant community in Orange County, California with a diverse population that is passionate about their community and community's well-being. Residents of Santa Ana have a strong desire to strengthen and revitalize their parks for the benefit of all residents and visitors. Santa Ana is often referred to as "Orange County's downtown" (Santa Ana Housing Element). The city was incorporated in 1886 and today is the County seat, has an eclectic urban environment, strong employment center, transit hub, and historic neighborhoods and downtown. Santa Ana has one of the most diverse and international populations in Orange County, contributing historically to the City's steady growth. According to the latest Housing Element, the city experienced a rapid period of growth in the 1980s and 1990s, with a 44 percent increase in residents. However, the city did not experience a residential construction boom to keep pace with the growing population and instead experienced an increase in household size. Orange County Projections (OCP) project that Santa Ana's population will grow to 362,5911 by 2030. As of 2019, Santa Ana had a population of 334,774 residents.z 15.7 percent of Santa Ana residents lived in poverty which is higher than the 10.9 percent of residents in Orange County who live in poverty. 12020 U.S. Census data projections. When State n eeA 2Source: Santa Ana Draft General Plan Santa Ana has a robust international population with many residents coming from Latin America, Southeast Asia, and the Philippines. According to the 2014- 2018 ACS, 45 percent of Santa Ana residents were foreign born, higher than the 30 percent of foreign born residents in Orange County. As of 2020, 78 percent of the city's residents were Hispanic, followed by Asian residents at 12 percent, and White residents at 8.5 percent. Over the past ten years the Hispanic population has decreased by six percent, the White population has decreased by 12 percent and the Asian population has increased by 11 percent, the majority of which are Vietnamese residents. According to ACS data from 2014-2018 the majority of Santa Ana residents are aged between 25 to 44 years (31 %) followed by residents aged 0 to 19 (300/.). The smallest percentage of residents are those aged 20 to 24 (8.6%) and 65 and over (8.6 percent). The median age of residents is 31.4 years. are updated in 2022, these trends may change 14 — 37 5/17/2022 r f SANTA ANA PARKS MASTER PLAN Exhibit 1 OUTREACH FIGURE 3-1: PARKS MASTER PLAN POSTER The PMP website served as the digital home Community ambassadors served an important— for information on the Parks Master Plan. It role in the community outreach process. contained an overview of the planning process, These ambassadors helped to create a Let's talk about ways links to the survey, fact sheets, plan documents, trusting relationship with underserved groups to improve our parks! information about meetings and events, and FAQs. in Santa Ana. Ambassadors connected with A number of outreach methods were employed a diverse array of group types. Ambassadors ", iHoblemos de maneras de mejorar to inform community members of the PMP and were individuals that represented 24 ' nuestros parques! engagement opportunities, including: community and youth serving organizations. In addition to communicating the PMP Hdy ban ve cdch cdi thien tong Mn • Email blasts information to their respective groups, they `= do chdng tol • Press releases reached two neighborhood groups, two city • Social media — Facebook, Instagram, NextDoor facilities groups, four school districts, nine„ ./ e • Announcements during City Council meetings schools, three local businesses, and 22 sports � ' • - - organizations. All organizations, including �- • Flyers at City Hallpublic libraries, community y y , p �' those affiliated with the Ambassadors, utilized • • centers, and downtown businesses their email databases to send out email blasts • Utility bill inserts about the parks survey. To incentivize survey individuals were entered into a ❑' ❑' 10 00 • Transit stop posters participation, drawing. • Electronic billboards $50 prize • Newsletters • Channel 3 news promotion ■SANTA ANA PARKS, FACILITIES, TRAILS & OPEN SPACE TAKE THE SURVEY! Tell us how we can make parks, trails, and recreation activities better for you, your family, and our entire community. The survey is open to ages 12 and over. Anyone who completes it is eligible to enter a drawing fora $50 gift card. I■, For a paper copy, pleaCjf''tyqCf6flnacommunityrenterorcallthisphonenumber:(714)571-4292. These were placed on bus shelters and in many City facilities to advertise the survey. FIGURE 3-2: A TRILINGUAL UTILITY INSERT TO ADVERTISE THE SURVEY PLAn MAESTRO DE PARQUES MARQUES, INSTALACIONES, SENDEROS YES PACIOABIERTO DE SANTA ANA iPAUICIPE EN NUE91M ENC MA! Watenoscomo patients mejorarlos parques, sendemsyactividades mcna6m pan usted,su fanilia ytoda nuestra mnuaidad. La encuesn est5 abierta a mayores de t2 anox Cualquiem que to complete eselegible pam patticipar en un wneo de una tarjeta de regalo de $50. Nm obtener una copia impre*vishe su Centro comundario local de Santa Ana o flame a este nina m de telefonn:(714)571-4292. eayisurrre:uorih'gs: At Apt KE HOACK TOnG THE COnG VIEn M CONG VIEN, TIEN ICH, DUfJNG WIN & KHONG GIAN Md M i I HAY THAM GIA mAO SAT! bidyl Sum Chun n. Cuoc khan sat nayg Snhc 9 9 ita II s.Bat ohs nth6nhtansat 6d6 di Win than is SiParl QQ gdanh Cho nguditvl2tuoi trb'Ien.BSt ky ai ho5nth5nh kh5o sat deu du dieu kien Nam giar 1 °'} JU pe'ctibdnsao gi6y, vuildn den trun Mat cnn don Santa Ana tai diaphuang cua quyvih0pc9ais0`:(714)571-4292. bA,lylSdGuHONe(ong WSANTA ANA PARKS MASTER PLAN CHAPTER 3: SANTA ANA COMMUNITY COMMUNITY ENGAGEMENT The PMP outreach engagement utilized multiple channels to reach community members, leaders, and organizations. PARKS MASTER PLAN SURVEY The PMP survey was available online from April 15th, 2021, to September 15th, 2021. There were 1,801 total survey responses collected both online and in person. The survey link was distributed via email, social media, press releases, and on poster and utility bills. Paper copies were handed out at movies in the park and available at City Hall and public libraries. Local groups also encouraged community participation. The PMP survey had seven sections of questions related to COVID-19 impact, parks, facilities, equity and access, trails, programs and events, funding priorities and policy direction, and a section for community members to provide demographic information. This section was optional. The survey took about 10 minutes to complete and was suitable for anyone 12 and over. The survey was translated into Spanish and Vietnamese and a virtual version was available on the project website. POP-UP EVENTS To encourage survey participation, the City staff hosted 16 pop-up community engagement activities where they handed out the survey and were available to answer questions about the PMP process. To garner as much feedback as possible 14 pop-up events were held in conjunction with movies in the park at different City parks, and two were held at COVID vaccine clinics. City Council ESANTA ANA PARKS MASTER PLAN KEY LEADER INTERVIEWS The MIG team held key leader interviews with the Mayor and City Council to gather their perspective on the City's park and recreation priorities to guide the planning process. Seven interviews were conducted between Thursday, February 18, 2021, and Wednesday February 24, 2021. The following Council members participated: Mayor Vicente Sarmiento, Thai Viet Phan (Ward 1), David Penaloza (Ward 2), Jessie Lopez (Ward 3), Phil Bacerra (Ward 4), Johnathan Ryan Hernandez (Ward 5), and Nelida Mendoza (Ward 6). COMMUNITY ORGANIZATION COORDINATION Local community organizations were also an invaluable asset in support of the community engagement efforts. The community partners with existing relationships and trust in high need areas partnered with the City staff to support with implementing a more inclusive outreach process. Five local groups were involved in engagement: Kidworks, Asian American Senior Citizens Service Center (AASCSC,) THRIVE Santa Ana, Latino Health Access, and Santa Ana Building Healthy Communities (SA BHC). The PMP team met with community partners in early summer 2021 to share the PMP and requested that the partners to share their vision for the Plan. Partners were asked about what their vision is for City parks, what needs the Plan should address, and what the key opportunities are for Santa Ana's park and recreation system. In addition to these five local groups, the City shared information about the plan with 24 community organizations who utilized their F 14-39 y- Exhibit A.- �r- Exhibit 1 5/17/2022 :_ _' CHAPTER 3: SANTA ANA COMMUNITY STAFF AND ADVISORY GROUP ENGAGEMENT As part of the PMP engagement process the PMP team met with an advisory group, multiple city commissions, and attended staff meetings. Each of these bodies serves a distinct role in the community and addresses different needs. It was important to engage this array of groups to better understand how parks are currently functioning in Santa Ana and the vision for the future. PARKS MASTER PLAN ADVISORY GROUP To ensure that the Plan addresses the diverse needs of the Santa Ana community, the PMP Advisory Group included liaisons to the Parks, Recreation, and Community Services Commission, Youth Commission, Planning Commission, Community Development Commission, and Arts & Culture Commission, and key community partners. The group was charged with providing policy guidance and direction for the planning process. The PMP team met with the Advisory Group three times during the planning process to receive direction on engagement opportunities, key issues for the PMP to address, as well as goals and ke ;n;t at; es for the f t re The Ad ;— PARKS, RECREATION AND COMMUNITY SERVICES COMMISSION The PMP team met with the Commission in the spring of 2021 to gather feedback on the planning process and hear from the committee about their future vision, opportunities and challenges, and the most pressing needs for Santa Ana parks, facilities and programs. The Commission, along with the Advisory Group, also reviewed the Draft Parks Master Plan to help refine this document into its final form. YOUTH COMMISSION The Santa Ana Youth Commission engages residents from 7th to 12th grade in advising the City Council on matters related to youth and teen services and programs including Parks and Recreation services. The PMP team met with the ARTS AND CULTURE COMMISSION The Arts and Culture Commission advises Santa Ana City Council on the development and improvement of arts and cultural activities, promotes arts and cultural excellence as a tool for economic development, encourages public art pieces, encourages employment of local artists, and promotes activities that celebrate the city and its cultural heritage. The PMP team met with the Arts Commission in summer of 2021 and discussed how they would describe the arts and culture in Santa Ana's parks and how arts and culture could be enhanced. COMMUNICATION LINKAGE FORUM (COM-LINK) PARKS MASTER PLAN LEADERSHIP TEAM The PRCSA leadership team met multiple times throughout the planning process to provide direction, coordinate with the General Plan update, and ensure the PMP reflects City and community needs. RECREATION DIVISION STAFF MEETING The Recreation Division Staff provide recreation programs and services to the Santa Ana Community. During the July 2021 meeting the PMP team presented the PMP development process, discussed recreation and community services strengths and challenges, documented division needs and resources, and identified top priorities to address in the Parks Master Plan. The Com-Link Forum works on exchanging ideas MAINTENANCE & FACILITIES DIVISION g g STAFF MEETING between neighborhoods and community leaders yi ii ro uu w ry Group, along with the PRCS Commission, Youth Commission in June of 2021 to present the with the goal of improving life in Santa Ana. Over Maintenance and Facilities Staff handle the caretaking also reviewed the Draft Parks Master Plan to PMP and gather feedback from the committee on 60 Santa Ana Neighborhood associations are and management of City parks. The PMP team held help refine this document into its final form. their vision for City parks, facilities, and trails and represented. The PMP team met with the Com- a meeting with the Parks Services & Facilities Division identify youth needs and opportunities. Link Forum in spring of 2021 to present the PMP Staff in July 2021 to introduce the PMP, discuss and discussed ways in which Parks and Recreation maintenance opportunities and challenges, and begin rr++c;e�eee;�eteepbee�rja-i,ate to rinriimant maintananra rn artires and needs. City Council 14 — 40 playgrounds, picnic tables, and shade structures. 5/17/2022 ® SANTA ANA PARKS MASTER PLAN CHAPTER 3: SANTA ANA COMMUNITY Exhibit 1 EMERGING THEMES SAFE AND INCLUSIVE Santa Ana community members value safe, clean, and welcoming park facilities for all. While many topics arose across the Community members identified safety in Santa Ana parks and facilities as a priority. multiple engagement activities, a few Input received through the community engagement for the PMP, General Plan Update key themes emerged as important and Revive Santa Ana expressed thoughts about personal safety at public parks. The to the future of parks for Santa Ana community supports improvements and interventions to improve the user experience at residents. This is not an exhaustive list all Santa Ana Parks. Residents envision appropriate lighting and activation at existing and of all feedback but shows cross cutting all future park facilities. While monitoring and enforcement of park rules was identified themes from the PIMP survey, advisory as important, there is a strong desire to establish alternatives to policing such as group, commission meetings, and establishing a park ranger program. In addition, keeping parks well maintained will make staff meetings: them more inviting and increase the sense of safety. • Safe and inclusive Parks should feel welcoming, safe, and inclusive to all Santa Ana community members • Diverse parks and green spaces — families, youth, seniors, users with different abilities, and the unhoused. Respondents across all outreach activities expressed concerns about unhoused individuals in parks. There • Dynamic programming was a clear message that care should be taken to treat unhoused residents with respect and • Equitable prioritize community -oriented programs and services to meet the needs of this population. • Green connections • Community culture and identity • Youth engagement and development • Health and wellness • Partnerships 14-41 SANTA ANA PARKS MASTER PLAN FIGURE 3.3 How would you rate parks in Santa Ana on each of the following: Cleanliness 30.7% E Fun 19.5% 1 j% Safety 17.0% 2r'/o 0% 20% 40% 60% 80% 100% 120% ■ Very Poor ■ Poor ■ Neither poor nor good Good ■ Very Good FIGURE 3-4 What would make parks even better for you and your family? More frequent cleaning, mowing, etc. 60.3% anitiac or facilities in hattar ronditinn 59.0% 5/17/2022 CHAPTER 3: SANTA ANA COMMUNITY Exhibit 1 DIVERSE PARKS AND GREEN SPACES Identify and activate areas throughout Santa Ana to be used as park space and ensure these areas offer diverse activities and amenities. According to the PMP survey, most Santa Ana residents walk or bike to parks, so improving safe routes to parks by enhancing existing infrastructure as well as adding green spaces integrated strategically throughout neighborhoods will make green space more accessible to all residents. Finding creative solutions like expanding joint -use agreements with SAUSD to provide active recreation and other programming was identified as a great opportunity for the city to consider. Community members felt strongly that converting City owned land to green space improve community access without requiring the acquisition of additional land. This could include public right-of-way such as medians and small swaths of land in neighborhoods that could be considered for pocket parks. Community members made it clear that existing parks need to provide a variety of recreation and open space experiences to community members throughout the city. ,.. � ,.�•=-- - FIGURE 3-5 What features or facilities would you like to see more of in Santa Ana's parks? 0.0% 10.0% 20.0% 30.0% 40.0% Unique play features (e.g., nature play, water play,... 31.6% Picnic areas or shelters 23.1% Passive areas (trees, lawn, benches, etc.) 22.2% Exercise areas and fitness courts 19.3% Dog parks 19.2% Multi -use trails connecting parks and other... 1 17.0% Challenge elements (e.g., climbing walls, bike skills... 16.6% Sports courts (e.g., pickleball, shuffleboard, futsal,... 14.9% Community gardens 14.3% Sports fields (e.g., softball, soccer, cricket, lacrosse,... 13.4% Soft -surfaced trails for jogging and hiking 12.8% Community event spaces 9.1% Other 8.3% Art in public spaces 7.7% Bike pump track or BMX track 5.2% Interpretive trails 3.3% 1 don't think anything is missing ■ 1.0% FIGURE 3-6 What makes a great park? 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% Convenient location 69.7% Natural features/wildlife - 27.5% Condition of site and its facilities � 22.9% Sports fields or courts 22.7% Trail connections to other locations � 19.3% Fun play areas 18.8% Variety of things to do 14.3% Availability of restrooms and drinking fountains 13.1% Other 11.6% Classes or activities offered 6.5% Culture, history, or heritage of site 6.2% Accessible for those with different abilities 5.5% 5/17/2022 SANTA ANA PARKS MASTER PLAN CHAPTER 3: SANTA ANA COMMUNITY Exhibit 1 DYNAMIC PROGRAMMING Diversify recreation opportunities and facilities to support community gathering and a variety of recreation programs. Community members prioritized opening more park facilities throughout the city to increase access to active recreation, education opportunities and life-long learning, and access to nature. Park and recreation facilities should respond to the needs of the entire Santa Ana community by providing opportunities related to diverse activities and uses such as sports and fitness, art, music and performance, health and nutrition education, wildlife education, gardening, food distribution, and homeless outreach services. Many community members called for public events that celebrate the culture of Santa Ana including exhibits, competitions, movies, garden days, parades, and local art showcases. Such events provide financially accessible ways for Santa Ana residents to connect, socialize, and celebrate their city. FIGURE 3-7 What types of programs and events should be added or expanded in Santa Ana? 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% Special events (i.e. music and movies in the park,... 46.9% Arts, performing arts, and crafts 32.3% Adult fitness and wellness classes 28.0% Environmental education or nature interpretation 27.9% Youth sports 26.5% Youth before and after school programs 24.5% Enrichment and learning activities 23.9% Teen programs or classes 22.5% Events to attract visitors to Santa Ana 21.1% Senior activities and socials 20.5% Adult sports 19.0% Activities to bring people downtown 18.5% Competitions, races and tournaments 18.4% Other 3.3% City Council 14-43 EQUITABLE Ensure activities and programs are available and accessible to all Santa Ana residents with intentional outreach made to historically underrepresented groups. Santa Ana community members shared that not all areas of the city have equal access to park space. Some areas of the city have been described as older and poorer with less access to parks and to the programs and activities that parks provide. Bringing programs and activities to Santa Ana residents of all ages, abilities, backgrounds, and resources can help to reach these communities that have been historically underserved and underfunded. Santa Ana residents mentioned specifically needing childcare programs, public library access, study hall spaces, after school programs, summer camps, senior recreation, food services, and health services. Currently, some Santa Ana residents travel to nearby cities to receive these services and access park space which means further barriers for residents who may not have access to cars or the financial means to travel out of the city. For any future projects to truly serve the needs of Santa Ana residents they need to be evaluated and prioritized using an equity lens to reach across the socio- economic spectrum. This means continuing to employ diverse engagement strategies when seeking input for future projects. ® SANTA ANA PARKS MASTER PLAN CHAPTER 3: SANTA ANA COMMUNITY Exhibit 1 GREEN CONNECTIONS Creating better connections between parks and green spaces in Santa Ana will not only improve the pedestrian and bicyclist experience but also create more opportunities for experiencing green space throughout the city. Santa Ana has a limited number of parks, but there are opportunities to better connect existing park and green spaces through improved pedestrian and bicycle networks. Community members have mentioned the importance of having safe routes to parks to provide access for residents in park poor areas as well as improve mental and physical health. Improving existing infrastructure to provide safe trails between existing open space was identified a priority. Trails should be multi -purpose and green. Creating a bike lane that is painted green is insufficient. Community members stated that existing trails need to be safe, clean, and maintained. Expanding the trail network will contribute to increasing access to much needed open space. Trails can be used for recreation and open space and can also facilitate community members getting to other park and open space facilities. Shade and native ecological features will bring more green space to the neighborhood level and improve the pedestrian and bike experience. Identifying small public owned underutilized sites can be considered for pocket parks that are accessible at a neighborhood level and can help to bring green space to more community members and can create a network that connects to larger city parks. Figure 3-s: Are more trails, pathways and bike routes needed in Santa Ana? 70.0% 65.3% 60.0% 50.0% 40.0% 30.0% 22.8% 20.0% 11.8% 10.0% 0.0% No Unsure/don't know Yes Figure 3.9: What type of trail or pathway is most needed in Santa Ana? 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% Paved trails for walking, bicycling, skateboarding, etc. 31.4% Unpaved trails for recreation/exercise (walking, jogging,... 30.1% Nature trails with interpretive signage 24.5% Paths and sidewalks to walk or bike to nearby parks 1 13.2% Bicycle lanes (in the street) � 9.1% Connections to the regional trail system 11.4% Connections to shopping and schools 7.3% Other = 2.3% City Council 14 — 44 5/17/2022 Exhibit A SANTA ANA PARKS MASTER PLAN CHAPTER 3: SANTA ANA COMMUNITY COMMUNITY CULTURE AND IDENTITY Parks and recreation opportunities should reflect and celebrate Santa Ana's history, culture, vibrancy, and diverse community. Santa Ana residents are proud of their community and want to have their parks and park programs reflect their shared community identity, history, and culture. Residents would like to see art and interpretive elements included in their parks. This is a way to support and uplift local artists while bringing art, music, and play elements to local parks. Additionally, integrating art elements throughout the city such as on local bus stops is a way to make the city more interactive and engaging even when park space is not nearby. At the parks, residents would like to see more programs that center around art and culture like dance, music, and art classes as well as art competitions and exhibitions that showcase local talent. City Council ® SANTA ANA PARKS MASTER PLAN r4r. �-Aa 14-45 s Exhibit A 1q" .4 Exhibit 1 5/.1 ,20 CHAPTER 3: SANTA ANA COMMUNITY YOUTH ENGAGEMENT AND DEVELOPMENT Youth oriented programs will help to provide a positive outlet for Santa Ana p 9 p p p �" KL� y • •►, r youth to explore art, leadership, and community connection. There was a clear message from Santa Ana residents that young people need activities and programs to help them build community, especially offering youth a way to engage mentally and physically while taking a break from technology. Younger school aged children also need programs after school and in the summer that help to foster community spirit at a young age. Specifically, r community members called for programs around life skills, independence, leadership, employment, expression through art, sports, and community service. Many community members mentioned their concern around gang activity. Having a multitude of program options for young people can help provide healthy alternatives and social support especially for underserved youth. Young children t are also in need of safe spaces to play and connect like playgrounds, community gardens, and after school programs that can offer childcare support to parents. s?a tw City Council WSANTA ANA PARKS MASTER PLAN 14-46 Exhibl, +& CHAPTER 3: SANTA ANA COMMUNITY HEALTH AND WELLNESS Support the health and wellbeing of Santa Ana residents by providing spaces for rest and relaxation as well as opportunities for physical activity. Santa Ana residents prioritize their mental and physical health and well-being and make a clear connection between outdoor space and health. There is a large need for well -maintained and beautiful outdoor spaces that offer residents a place to both relax and de -stress as well as move and exercise. Green spaces on their own foster community connection which improves mental health and activating these spaces with programs such as yoga, meditation, gardening, and aerobics can help improve both physical and mental wellness. Going forward there is a desire for projects to prioritize opportunities that focus on the connection between nature and mental health and to create additional green spaces especially in high need neighborhoods. City Council 14-47 FIGURE 3-10: Given changes in the last year... Parks are much more important to me and my family 70.8/ My feelings about parks haven't changed 13.7% Parks are a little more important to me and my family 13.2% Parks are much less important to me and my family 1 1.2% Parks area little less important tome and my family 1 1.2% 0.0% 20.0% 40.0% 60.0% 80.0% FIGURE 3-11: What types of programs and events should be added or expanded in Santa Ana? 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% Special events (i.e. music and movies in the park,... 46.9% Arts, performing arts, and crafts 32.3% Adult fitness and wellness classes 28.0% 5/17/2022 SANTA ANA PARKS MASTER PLAN INK CHAPTER 3: SANTA ANA COMMUNITY PARTNERSHIPS Increase community investment in Santa Ana parks by partnering with existing groups and organizations who have existing resources and a history of advocacy. Santa Ana has existing community -based, youth, civic, and business organizations, that have strong and trusted relationships with the Santa Ana community. These groups have deep ties to the community as well as resources to support park programming. Partnerships with the city should be established to co -locate programming provided by these groups at Santa Ana parks and facilities. Many of these groups serve youth and could offer service opportunities such as park cleanups. Partnering with local business, arts groups, and cultural groups serves to support local organizations and receive volunteer support for park programs and maintenance. Despite limited resources for new park development, there are many opportunities to integrate play elements and green spaces throughout the city, especially in neighborhoods that have limited park access. SAUSD was identified as a potential partner to create a joint - use agreement with the city to open underutilized open space to the public. Underutilized parcels in business districts were also identified as opportunities for the city to partner with the business community to provide more park and green spaces. As new parks are developed, or existing spaces are transformed, the City needs to lead meaningful community engagement to ensure that the needs of all Santa Ana residents are being heard. Recognize that indigenous communities are stakeholders in the process and ensure acknowledgment of the indigenous land when planning for projects. City Council 5/17/2022 00•' Exhibit ® SANTA ANA PARKS MASTER PLAN CHAPTER 3: SANTA ANA COMMUNITY . 1 _ ■ JW x V PARK ACCESS, - OPPORTuniTIES This chapter maps and evaluates the distribution of parks, park deficiencies, and areas of greatest needs. Everyone in Santa Ana will benefit from having equitable access to quality parks, trails and recreation facilities. These elements are critical to our quality of life. 70 SANTA ANA PARKS MASTER PLAN CHAPTER 4: PARK ACCESS, EQUITY AND OPPORTUNITIES 71 Exhibit 1 MEASURING PARK AND PARK ACCESS AND RECREATION SERVICE EQUITY Cities must look at several different factors to measure the number, types, and sufficiency of parks, recreation facilities and trails. A common metric is the distance that residents must travel (walk, bike, drive, or use transport) to reach nearby parks. However, park and facility distribution, trail connectivity, population density, varying demographic characteristics, anticipated future growth and redevelopment, and land use characteristics all affect residents' access to park and recreation opportunities. This chapter presents a series of maps to evaluate access to green space and recreation opportunities, while also characterizing areas of greater needs. The evaluation focuses on: • Park access and equity • Trail corridor connectivity Not all of Santa Ana's residents have the same level of access to parks and recreation opportunities. Furthermore, environmental contributors and barriers such as freeways, the Santa Ana River, and private or industrial land uses adversely affect and limit access in some parts of Santa Ana more than others. The PMP included a park access and equity analysis to identify 1) residential areas currently unserved by parks (known as park gaps), and 2) opportunities to address Santa Ana's park needs. Understanding the implications of park gaps informs the recommendations presented in this PMP. The Master Plan identifies barriers to park access so that the City of Santa Ana can make informed decisions on how to concentrate efforts and funding in neighborhoods with the greatest need. 10-MINUTE AND 5-MINUTE WALK TO PARKS An important way to measure the sufficiency of parkland is based on the percentage of residents who have access to a park within walking distance from home. This metric helps highlight whether the City offers the right number and distribution of parks. Research shows that park proximity improves park use and increases health benefits. The National Recreation and Park Association (NRPA) and the Trust for Public Land (TPL) have championed the industry standard of providing parks within a 10-minute walk (or 1/2 mile) of all residents. This distance is typically the farthest Americans will walk on average reach a destination. According to TPUs ParkServe data, one -quarter (25%) of Santa Ana residents do not have a developed park within a 10-minute walk from their home. Santa Ana also tends to have less parkland and smaller parks than other cities of a similar size. In fact, only four percent of Santa Ana's land use is devoted to parks and recreation, which is about a third of the national average. Although Santa Ana's parks are well distributed, this means is that some of Santa Ana parks are too small and underdeveloped to attract people from a 10-minute walking distance. For smaller parks, the City applies a 5-minute (quarter -mile) standard to measure park access. • Facility distribution NRPA Recommended Standard: FIGURE 4-1: TPL PARKLAND METRICS • Focus areas for new growth Provide parks within - 1 0 -minute walk 4%of Santa Ana's city land is used for parks and recreation. • Other acquisition opportunities Standard:City of Santa Ana Provide Citywide and Community Parks— within a 1 0-minute walk (1 /2 mile) National median 15°% The Trust for Public Land publishes park metrics for cities across the nation. The City of Santa Ana devotes far less space to parks, recreation facilities, and trails than most other cities in the United States. City Council 14 — 50 5/17/2022 ® SANTA ANA PARKS MASTER PLAN CHAPTER 4: PARK ACCESS, EQUITY AND OPPORTUNITIES .. � - - •`�; may: } r - �r ti y 1 City -Council SANTA ANA PARKS MASTER PLAN Exhibit 1 � EldndgePnikL._. •ti,� fr 12 M � Sa�er � • 2 —.N -EJnd � 13 J a, I R1 ` Park r Rive u e 4 $ ^� 17 �� � Murk' ir 1 Rnv[a Park ti"--� r) .ka B• i f CPP>i �llo- Mariposa 23 a f C� r (} g Lh 1 G mppC #r 7 �[c Frnty Pk �a k, ;Y L4 u N a Px r 22 a 4 29 21 r I . • r 7 }} ��}} QQ 26 25 � 6 7 J —LO F.vi le r'IC Je-n� Park Park La Windsor Park 3� ' rennial Park 1�32 34 MP AM �AM ` ) �a f � �rMEm6nal Dark � A<tam5 P..1 k 1 39- 55 rrpp iia�rylelPa�. T 4 ' 7 CyI PArMrnlo, KR�� .J7 ■ 38 I1 F4 2' rHVlht: y, v: P 1 I AAP 4-1: PARK ACCESS (SERVICE AREAS AND GAPS) Joint-UseSchoWSftes PDcketParks . 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Unserved residential gap areas were considered "high severity of need" if three or more of the following metrics applied to them: • Below the Poverty Level: Using U.S. Census data, tracts with greater than 20% of it residents living below the poverty threshold were noted. (The overall U.S. 5-year ACS poverty rate from 2015-2019 was 13.4%). • Majority Non -White: Census tracts with populations for which the racial majority (50% or more) is non -white or Hispanic/ Latino were identified. TABLE 4-2: KEY UNSERVED AREAS WITH A HIGH SEVERITY OF NEED* AREAS WITH 5 HIGH -NEED CHARACTERISTICS 3 X X X X X 9 X X X X X 16 X X X X X 23 X X X X X • Environmental Justice Communities: • High Projected Population Density: High Environmental Justice (EJ) Communities were density areas with 15 dwelling units per acre 24 X X X X X identified through the General Plan process using or more were identified based on General 27 X X X X X CalEnviroScreen 4.0 data. These disadvantaged Plan residential land use designations and AREAS WITH 4 HIGH -NEED CHARACTERISTICS areas are disproportionately burdened by densities. 17 X X X X multiple sources of pollution, socioeconomic issues, and health issues (see sidebar). These Of the 43 unserved residential areas (park 25 X X X X areas also tend to experience lower rates of gaps), 23 are affected by three or more these 35 X X X X investment and improvement. Santa Ana has characteristics and have a greater need. 36 X X X X 24 census tracts identified as environmental Map 4-1 outlines in red the unserved areas justice communities. Addressing ways to provide with a "high severity of need." Table 4-1 37 X X X X residents within these communities with park summarizes the results of the equity analysis, AREAS WITH 3 HIGH -NEED CHARACTERISTICS resources and increased access to open space is and Table 4-2 rates areas by their level of 8 X X X a priority for the City of Santa Ana. need. Six areas within Santa Ana check all five 10 X X X of the characteristics, representing acquisition • Land Use Element Focus Areas: The City has priorities for the City. For more details, see 19 X X X identified five focus areas along major corridors Appendix B for the analysis maps and tables. 26 X X X as most suitable for new development. Focus 28 X X X Area boundaries are taken from the General Plan, Land Use Element (LUE). 29 X X X 30 X X X TABLE 4-1: SEVERITY OF NEED SUMMARY 31 X X X � PROJECTED 38 X X X '#WITHIN A LUE BELOW THE MAJORITY TO HAVE 39 X X X AREAS NOT AN EJA FOCUS•O COMMUNITYSERVED BY AREA LEVEL HIGH O• • POPULATION 40 X X X 41 X X X 43 City Muncil 22 19 41 21 14 — 52 � *Note: Areas are categorized by ratings. These sites are not ranked in terms of priority. SANTA ANA PARKS MASTER PLAN CHAPTER 4: PARK ACCESS, EQUITY AND OPPORTUNITIES The Nature Gap' Clean drinking water, clean air, public parks, biodiversity, and open spaces are shared goods to which every person in the United States has an equal right. Nature is supposed to be a "great equalizer" whose services are free, universal, and accessible to all humans without discrimination. In reality, however, American society distributes nature's benefits —and the effects of its destruction and decline —unequally by race, income, and age. Communities of color are three times more likely than white communities to live in nature -deprived places. Seventy-four percent of communities of color in the contiguous United States live in nature -deprived areas, compared with just 23 percent of white communities. Seventy percent of low-income communities across the country live in nature deprived areas. This figure is 20 percent higher than the figure for those with moderate or high incomes. Nature destruction has had the largest impact on low- income communities of color. More than 76 percent of people who live in low-income communities of color live in nature -deprived places. Nature deprivation has consequences. The communities that are shouldering more of the impacts and costs of nature destruction are also receiving less of nature's benefits, including air and water purification, climate mitigation, biodiversity and disease control, and opportunities for leisure and recreation. ' Rowland -Shea, Jenny. The Nature Gap: Confronting Racial and Economic Disparities in the Destruction and Protection of Nature in America, 2020. CALENVIRCISCREEN 4.0 An environmental justice community is an area where residents have the highest risk of exposure to pollution (in the air, water, and soil). Residents in these areas also tend to be burdened by socioeconomic and health issues, such as higher rates of language barriers, poverty, asthma, etc. These areas also tend to experience lower rates of investment and improvements. All of these factors can lead to unequal opportunities. To address the cumulative effects of both pollution burden and population characteristic factors, and to identify which communities might be in need of policy, investment, or programmatic interventions, the City of Santa Ana as part of their General Plan used a mapping tool from CalEPA (CalEnviroScreen, Version 4.0) to identify the most vulnerable and disadvantaged areas. The CES tool measures 21 indicators for every census tract in California. The results for each census tract are combined and measured against every other census tract, producing a composite score that ranks census tracts from the least impacted to the most impacted. Those ranked in the top 25 percent —with values between 75 and 100 percent —are considered disadvantaqed or environmental justice communities. aSANTA ANA PARKS MASTER PLAN CHAPTER 4: PARK ACCESS, EQUITY AND OPPORTUNITIES a Exhibit 1 TABLE 4-3: SUMMARY OF KEY OPPORTUNITIES AND ACQUISITION NEEDS OPPORTUNITIES ANALYSIS TO SERVE PARK GAPS While many of the unserved areas have a high severity of need, it's important to recognize that these areas also have different capacities to meet park needs. The PMP created criteria to identify a range of potential opportunities for meeting recreation needs beyond land acquisition and park development. Opportunities considered included: • Existing Park Enhancements: The expansion or development of additional facilities at a nearby park could attract and serve residents from a greater distance (within a 10-minute or 1/2 mile walk). • Improved Access to Existing Park: Needs could be met by improving access to existing parks located within a 5-minute (1/4 mile) walk. • Other City -Owned Property: The City owns a property in an unserved area that may have the potential to be developed as a park. • Public School: A public school is located within a 5-minute (1/4 mile) walk of residents in this • Existing Trail Corridor (Class I): An existing Class I trail corridor passes though the unserved area. While off-street trails do not meet park needs, they do provide nearby recreation amenities and make it easier to walk or bike to a park. • Planned Trail Corridor (Class I/IV): A Class I or Class IV (off-street) trail corridor is planned for development within this unserved area, potentially supporting recreation and improving access to other parks in the future. Data for the long term bicycle network was taken from the General Plan, Mobility Element. • Other: Other opportunities include improving access to surrounding regional parks and potential acquisition opportunities. Table 4-3 summarizes these opportunities and needs, showing in red the unserved areas with a high severity of need. Refer to Appendix B for the detailed opportunities analysis matrix that explains opportunities and needs for each unserved area. In AREAS THAT MAY BE SERVED THROUGH AN EXISTING OR PLANNED OPPORTUNITY Improve Existing 14 areas would benefit from investments and improvements to 10,11,12,13, 14, 16,19, 23, Park Neighborhood Parks to attract and serve residents within a 10-minute (1/2 24, 26, 27, 28, mile) walk 29, 35, 39, 40 Improve Access b areas would benefit from addressing barriers to existing City parks 1, 7, 11 a, 12a, 23,41 to Existing Park 1 area would benefit from improved access to Mile Square Regional Park 5 2 neighborhoods would be served by developing 2 undeveloped parks 26,30 Other City- Owned Property Reclaiming a park resource (Griset Park) would add a community park to one 42 area 23 areas have schools within the gap area or nearby, which may present an opportunity to expand joint -use agreements See Appendix Public School 3 • 20 elementary schools B, Table B-2, for a full list • 11 intermediate/high schools Private Park, School, Facility or Recreation 2 new partnerships may improve service in 3 areas 20, 28, 31 Opportunity 3, 8, 9,16, 22, Existing or 10 areas would have access to Class I or IV trail corridors (if built as planned) 24, 29, 31, 33, Planned Trail 37 Corridor 3 areas would have access to the Golden Loop Trail (if built as planned) 24, 27, 40 AREAS THAT MAY BE SERVED THROUGH NEW PARK ACQUISITION AND DEVELOPMENT The addition of 1 citywide park would serve three areas. 3, 9,10 area. Most schools provide green space and several cases, a park, trail, or school may be 1,14,19, 21, The addition of 9 neighborhood parks would serve 9 neighborhoods. 25, 32, 36, 37, some type of recreation facilities. located so that one intervention or project Park Acquisition 43 affect portion of two or more areas. and Development" • Private Park, School, Facility or Recreation may aa p The addition of 6 pocket parks would serve 6 smaller unserved areas. 8,12, 17, 27, 38,41 Opportunity: A private park or facility is The addition of 2 linear pocket parks along trail corridors may serve 2 areas. 29,34 located in the area, which may meet some nearby needs already, even though public I This column summarizes the most cost-effective and likely interventions to serve a gap area, recognizing that acquiring parkland access is not guaranteed. Additional recreation is not feasible in all areas. In some areas, both trail development and another intervention are warranted. Some acquisition opportunities for larger parks may serve more than one gap area. opportunities potentially could become Areas served listed as bold/red indicate ahigh-need unserved area available by establishing a partnership with a ' The presence of schools within a park gap area presents an opportunity for a partnership orjoint-use agreement to ensure private provider. public access to recreation space. However, it does not guarantee that the SALISD is open to this type of arrangement, nor does it add green space in these deficient areas. See Chapter 6 and 7 for additional information and recommendations. e Potential Litywicle rarK acquisition is norecl Saseclon a potential tu ure opportunity to acquirGe,, i o��w//ic o ourse, if it CityCouncil 14 - 54 becomes available. The Potential Linear Pocket Park acquisitions include two potential propertiea�Uelil/e®1I Street. Other Neighborhood and Pocket Parks noted in this table indicate a need, without any opportunities or potential sites identified. aSANTA ANA PARKS MASTER PLAN CHAPTER 4: PARK ACCESS, EQUITY AND OPPORTUNITIES Map 4-2 summarizes key park system needs. It shows how current unserved residential areas overlap with designated Environmental Justice Communities and Land Use Element Focus Areas. On the map, the areas shaded in yellow show park gaps where potential partnerships or other opportunities have been identified to meet needs. Park gaps areas shaded in green note show unserved residential areas where parkland acquisition —either within or near the gap —is likely needed. For some areas, more than one opportunity exists to address needs. This analysis combined with level of service analysis in Chapter 5 together inform Park Master Plan recommendations. I W}SiMIkSTElI� f MMEI n GARDEN GR,}',r / I Y �} --•----J — — o6ahibit 1 r. - tfWrNC. �PPark . k— A FIN r ,: P r TURIN .rG 1 ° a`r i Cad TmM1 r. Park r i I MAP 4-2: KEY PARK SYSTEM NEEDS joint-USeSchool s1tes pocket Parks [:N1 r l ra *. [A�Willard lntermedialeSchool lQSarahM?yOownoHerbGaaden plamcalk C"W Garfield Elementary Sthool i1e4 PaN S,aSxelara [C]Ruosereh-Wa�erClenenary5[haQ! 1017thSireet7darrjePart CiAcififer U MonreVw ElemenrrarySchool [Ei Wdison Flemenrary 51hNi 0 Palmew irrarge Hahrat Re5roranon ® kddatlden kiar%g Pad Ilse Facilitiesetie Q Godmel Hit Schad g Maple and Ouidenial EwdsePark 19 5argl SamaMa Tao at Prentl[e Park �n um � Monrot Elementary S[holal hienftp PA CabrCaMa ® eirnis Ce or oienn&iTen GartlefrlFIMPark Meal kdashander Tenon Cemer Neal Legend Cr,Jhptmj aw*miox.W IavoWPWrAW" CisP'G�Pa»aai'iljLFs trnvormQntaa Jusn {ep Cwm k,.q!e5 � 1[4W,de''Ark Packet Rack Parks and Fxllitr s ProvdM by UrherS LJ rand J.% Fjemr+t fl UEJ;=5 dread t� COm rty Park HfigaC6rhaod Park.. 40 Urban PUZ. = ive-al Jse — Malor R&Vd 4 Rj- tiMys $W,, 9ra &W 0 95 mtq+" IAW f>,1M1ih4uan -. rot L-56MM6Ra11 — ,n4c...I. an. &W A*&/r$,.V't EMAniwt-m G - 55 _ haalm Rl�a eali�a F-4 t�Park ReS YCP Undeveloped Park �.I{'Kiww'Fww`ww R� S4rroui�ng 0*5 and l rimpordrefL%V�F/w' ^i^ LFd�P /^ pine Use a Site $Stggi JJ �Ndl@rd%APS LL J i er gprar{,mlues mnr— �Parklpnd kqulstbn L14e1� Needeu HIgh SC,enry orear� Exhibit A SANTA ANA PARKS MASTER PLAN CHAPTER 4: PARK ACCESS, EQUITY AND OPPORTUNITIES Exhibit 1 rJ 1+lemar _6, .vg .,.�•.ril L 13akDE� i :t° }`A f ane Ra� gk y 'a l .4]. O�Park I:N�hrC 4 DPW ------ — � a� .�/xirgrujew �l 1 Parh r�- it iJ c�y:,,;yy'ra r ,...r_y-pp r•Aah ry r J R;:I,P;tiF '.." kt. •CP,}kae Pdr� Mares ` I _ _ F Park S�tl�lh P.,; sar Cliawr "L� tpA�nAgieUln�Y--�,Fl�� ly PdrM; ` 1!nn P.t: �C "�I� H�it�e i i r D I f .,...,, P� a IC"Fr>r I� v .1 L _ , JB+9rrtC Parrr'.v k e L .—., — — — 4 — WWPAor Park �Cenrenrmal Park — f M 't' 1uSllh 71j. k _ GI DHhi Raric Carl TPhnron 'ice � � M � �San�ppiM1tQ Bomo Kerr.l bb kk r MAP 4-3: ENVIRONMENTAL JUSTICE AND LUE FOCUS joint -Use Shoal Sites ® Willard Ir lermedele SOW Gar Wfl moalSchaal [C] Rowed[-WallierHemenu 75dsod @ Monleft eemeNragw wl []E MakmRmoMaohool Q GadlRerHl�Sdwol O Monoflerwarykhdvl Legend Cd'rarucsGre w cayde Pare - Commvrrl Park w Neighborhood Park — Trait (orrrdor ■ Mayor Reorearaon Fa[Ilny �r[�Pdbwlla�lder � Px�r PFrk urban Plaza Special Use wlay Park Resource Undeveloped Paw � Jpinialse 5[haoY Site Pocket Parks 0 iarah May @mime Herb Garden 0 frErllhpdrk 0 I-M Sueet Tria re@ Park 0 ralrvewrnsnoHabiwRooraudrl 0 M[raddCRTrIarotPart to Maple and Ilcddental Exercise Palk 0 }•wr%x,. Pa:k ID Ga'fdd[;messPark Q Plaza (alleCuaa4 SaSSSaf Rark Cbic Curter Special Use Padlhles 0 Santa AnZoo a ftenlicePm ® Sanu Aria Wdlum ® Cabrillo TenmsCenter 0 Hui MachanderTemFis CAw radaMA�arpl�arars Park- a,O Pacirltles Prvrded t� Others — wI or {loads o Freemys Roll LinP2)l Rall a a a T_ Surrauding CiOLs and Unlncorpo6bi School Water6odlgs r,endm+7hr"kea r I Erwixwrmen alJusslce ITjI Cemr I= Land tae Elemenc R lEI Focus, R;iw" "lIhEStw Ill SANTA ANA PARKS MASTER PLAN HAPTER 4: PARK ACCESS, EQUITY AND OPPORTUNITIES AREA 1: SOUTH MAIN STREET The South Main Street Focus Area introduces the opportunity for greater flexibility and a more dynamic mix of land uses and urban design along the properties fronting Main Street. The intent is to transition an auto -dominated corridor into a transit- and pedestrian -friendly corridor through infill development while respecting the historic past of South Main Street and maintaining compatibility with the surrounding lower density neighborhoods. Relevant General Plan Goals & Initiatives • Support transit, pedestrian, and nonmotorized travel. • Provide new development that supports public outdoor spaces • Provide landscaping, shade trees, promenades and enhanced crosswalks to improve the pedestrian experience in the corridor, and. • Establish public and private outdoor space to improve the experience of walking and living in the focus area. • Provide bike lanes along Main Street adjacent to the Industrial/Flex area south of Warner Avenue. Existing Conditions and Key Needs • Within this Focus Area, there are no existing parks. • The Pacific Electric (Maple Street) Bike Trail extends along the southern border. • More than half of the area overlaps an environmental justice community, providing opportunities for health -related partnerships and grant funding to address pollution and inequities. • Projected population growth includes densities of approximately 15 dwelling units per acre. • Three unserved areas overlap the South Main Street LUE Focus Area, all of which are high need (27, 35, 36). Potential Opportunities • Improve wayfinding to the existing Class I trail corridor (existing Golden Loop segment). • Increase access to Santa Ana's park system by completing the Golden Loop. • Develop the proposed Class IV protected bikeway between Main Street and the Pacific Electric (Maple Street) Bike Trail to improve access to the following. • Pacific Electric Park (Neighborhood Park) • Maple and Occidental Exercise Park (Pocket Park) • Delhi Park (Community Park), and • Monroe Elementary School (Joint -Use School Site) • Develop the proposed Class IV protected bikeway between Main Street and the Pacific Electric (Maple Street) Bike Trail. • Develop the Golden Loop Connection between the Pacific Electric (Maple Street) Bike Trail and the railroad to improve access to Roosevelt -Walker Elementary School (Joint -Use School Site) • Explore the potential opportunities identified to address needs within the three unserved, high -need areas (27, 35, 36): • Invest in improvements to Pacific Electric Park and Community Garden to attract and serve residents within a 10-minute walk. • Explore options for JUAs with: • Benjamin Franklin Elementary School • Lathrop Intermediate School • Edison Elementary School • Cesar E Chavez High School • Explore options to acquire parkland to serve future high density residential areas: • Neighborhood Park along or west of Main Street • Pocket Park along Golden Loop Corridor or Main Street 4TH ST Exhibit 1R' pry V IST ST w r RICHrnNu 5* !>>�� MCFApDEN AVE s' WILSHIRE AL+E m 3i]FCr�aRn .AVE EDINGERAVE A�X_ � 1 i Ir � c 411UR5` SI i ARNER AVE P i 4C] City Council 14 — 57 5/1 T/2022 WALWA S; CMiRAI. Avg AGAMS [T rr„ T7 ;;' 4 � Exhibit A SANTA ANA PARKS MASTER PLAN CHAPTER 4: PARK ACCESS, EQUITY AND OPPORTUNITIES 22 AREA 2: GRAND AVENUE/17TH STREET The Grand Avenue and 17th Street Focus Area will foster the development of an urban mixed - use corridor connecting to the city's downtown and transit core. The intent is to create opportunities for a new mix of land uses and design to transition Grand Avenue from a series of auto oriented shopping plazas to a series of community -serving, dynamic urban spaces. Relevant General Plan Goals & Initiatives • Create mixed -use corridors and urban villages. • Foster community spaces and neighborhood - serving amenities. • Support new development that establishes public and private outdoor space to improve the experience of walking and living along and around Grand Avenue. Existing Conditions and Key Needs • Within this Focus Area, there are no existing parks or trail corridors. • This area does not overlap with any environmental justice communities. • Projected population growth includes densities of approximately 20 dwelling units per acre. • Three unserved areas overlap the Grand Avenue/17th Street LUE Focus Area, all of which are high need , , «j. Potential Opportunities • Increase access to Santa Ana's park system by completing the Golden Loop. • Explore potential opportunities to address needs within the three unserved, high -need areas (19, 23, 24): • Improve access to Chepa's Park, if possible, by investing in north/south pedestrian/ bicycle improvements across E Santa Ana Blvd • Invest in improvements to Mabury Park to attract and serve residents within a 10-minute walk • Explore options for JUAs with: • Sierra Preparatory Academy (Elementary School) • Reach Academy (High School) • Raymond A Villa Fundamental Intermediate School (6-8 grade) • Explore options to acquire a neighborhood park. a UN-3D o� z a 0 SANTA ANA PARKS MASTER PLAN CHAPTER 4: PARK ACCESS, EQUITY AND OPPORTUNITIES a FEE �� N I■ QUATRO AVE w o o r �� < w = u Q AREA 3: WEST SANTA ANA , ! _WESTMINSTER AVE N BOULEVARD I ~ KEEL AVE w O The West Santa Ana Boulevard Focus Area . . I = connects the Harbor Mixed Use Transit Corridor ! LL and Downtown Santa Ana, with the CC Streetcar Project improvements creating a physical transit link in 2022. The intent is to transition a group UN-20 of auto oriented neighborhoods, businesses, ' HAZARD AVE and institutions into a series of transit -oriented ~ 0 o w w neighborhoods that support and benefit from m 3 Z future streetcar stops. o 4 . 2........ co ...-------i1......--- Relevant General Plan Goals & Initiatives = E� o N G • Explore options for nontraditional public Z Q FLEX 1 ID.ai�i� spaces to provide permanent and/or L I. ................................. temporary open spaces that improve the Eel experience of living and visiting the focus area. Q • Support more mixed -use and transit -oriented development near future streetcar stops. Existing Conditions and Key Needs • Within this Focus Area, there are two existing parks and one trail corridor: • Cesar Chavez Campesino Park (Community Park) • Angeles Community Park (Neighborhood Park) • Santa Ana River Trail City Council • The entire area is considered an environmental justice community, providing opportunities for health -related partnerships and grant funding to address pollution and inequities. • Projected population growth includes densities of approximately 30 dwelling units per acre. • Three unserved areas overlap the West Santa Ana Boulevard LUE Focus Area, all of which are high need (3, 9,16). 14-59 �■w � 21ST Z 0 20TH ST w o w 6_ xhibit 1 --��■■■M11 3 19TH ST o o _ 18TH ST 3 = m 17TH ST z a z Z 16TH ST FZ MERIDAY Vy 15TH ST a y MARTHA LN 3 aQ p WASHINGTON AVE m .n w 3 0 O = a 12TH ST m ~ 0 ME ST ¢ v ] N J a N 11TH ST > w m 10THST w a a z o _AIM I u S� 9TH ST V o z °� z qw�,,. CIVIC CENTER BJHST� C��EPo c c GN 20 z 7THsr 1■ : �c FLEX 1.5 UN-30 ` PAO-2_�6TH•S--•�.............r 8 ; �w ....STI I -���W.-•- 5TH ST - -- �------ - •---SANTAANABLVD -- •--- '�------•�---4THST�-4THST SY� N 3RD ST a UN=20ST tea! mmh D .I � � �.1-OR ■ ■ � 1 ........... •• ..... •1ST•ST------------------------ .......•-•-•-•----•-•-•-•-•-••-•---•-•----•---............•............ �■1�>iF>�l�N z wnLN�Tsr < PiNEsT ■r ChSTNUTAU2 o���� Potential Opportunities • Explore acquisition of Spurgeon Park. • Increase access to Santa Ana's park system by • Explore options to acquire and develop completing the Golden Loop. Willowick Golf Course as a Citywide Park. • Develop and connect two Key Trail Connections corridors, including east/west along W 1 st St and east/west north of Willowick Golf Course. • Explore potential opportunities to address needs within the three unserved, high -need areas (3, 9, 16): • Invest in improvements to Angels Community Park. • Explore options for JUAs with: • Heroes Elementary School • Carver Elementary School • Romero -Cruz Academy (Elementary School) 5/17/2022 aSANTA ANA PARKS MASTER PLAN Ell CHAPTER 4: PARK ACCESS, EQUITY AND OPPORTUNITIES AREA 4: 55 FREEWAY/DYER ROAD The 55 Freeway and Dyer Road Focus Area will transition from a portion of the city that is almost exclusively focused on professional office jobs to one that supports a range of commercial, industrial/flex, and mixed -use development. The intent is to create opportunities for a truly urban lifestyle with easy access to Downtown Santa Ana, multiple transit options, and the new investments and amenities in adjacent communities. Relevant General Plan Goals & Initiatives • Provide open space and recreation amenities for residents, such as an outdoor recreation area, open space plazas, courtyards, and roof decks. Existing Conditions and Key Needs • Within this Focus Area, there are no existing parks or trail corridors. • The area west of State Route 55 (less than half of the total area) overlaps an environmental justice community. Any park and recreation opportunities developed east of State Route 55 should prioritize access to those in neighboring environmental justice communities. • Projected population growth includes densities of approximately 90 dwelling units per acre. • One, high -need unserved area '- " overlaps the 55 Freeway/Dyer Road LUE Focus Area. Potential Opportunities • Explore potential opportunities to acquire a new Neighborhood Park. • Develop the Key Connection trail corridor, east along West Warner Avenue from the Pacific Electric (Maple Street) Bike Trail. • Extend the Class IV trail corridor along West Warner Avenue and East Dyer Road. 0 SANTA ANA PARKS MASTER PLAN N CHAPTER 4: PARK ACCESS, EQUITY AND OPPORTUNITIES S AREA 5: SOUTH BRISTOL STREET The South Bristol Street Focus Area represents Santa Ana's southern gateway and is a part of the successful South Coast Metro area. Between Sunflower and Alton Avenues, the District Center land use designation will create opportunities to transform auto -oriented shopping plazas to walkable, bike -friendly, and transit -friendly urban villages that incorporate a mix of high intensity office and residential living with experiential commercial uses. Relevant General Plan Goals & Initiatives • Introduce mixed -use urban villages and encourage experiential commercial uses that are more walkable, bike friendly, and transit oriented. • Place new structures in and around vibrant spaces accessible to future occupants and the general public. Existing Conditions and Key Needs • Within this Focus Area, there are no existing parks. • The Alton Avenue Bike Trail crosses through the area east/west along West Alton Avenue. • This area does not overlap with any environmental justice communities. • Projected population growth includes densities of approximately 125 dwelling units per acre. • Three unserved areas overlap the South Bristol Street LUE Focus Area, all of which are high need (39, 40, 41). Potential Opportunities Explore potential opportunities to address needs within the three unserved, high -need areas (39, 40, 41): • Invest in improvements to Segerstrom Triangle Park to attract and serve residents within a 10-minute walk. • Improve access to Bomo Koral Park, if possible, by investing in east/west connection needed at southwest corner of park through Southcoast Terrace Condominiums. • Explore options for JUAs with: • Thomas Jefferson Elementary School • Saddleback High School • Explore options to acquire a Pocket Park along trail corridor or east of Bear Street and west of Bristol Street. Ewalt w � A✓ r FLORA ST HALL AVE 1. x CE j} kNi7LFTON ��c SEGERSTROM AVE CARRIAGE DIZ GARRY A''`. WARNERAVE �i1 � Exhibit 1 ..ii A. L ; j < O w :l n z a HE11ALOCK :Wk DYER AD FdFC� u, Cr Ld 0 Ili CQliBvlB1NE A1Vk r� 1". B AVE _ ALPINE AV. CARTHUR BLVD I.y, r;,: ;As:: ❑(� 1 J SUNFLOWER AVE- '- �-•- 2i BEG.ONIAAVE ^ CARNATIOti AVE 0 UA441_1A AVE D 010 6� City Council 14 — 61 50���G° 5/17/2022 a Exhibit A ESANTA ANA PARKS MASTER PLAN HAPTER 4: PARK ACCESS, EQUITY AND OPPORTUNITIES TRAIL CORRIDOR CONNECTIVITY Data shows that trail use is one of the top recreation activities in California. Moreover, trail use has increased in most communities since the start of the COVID-19 pandemic. In Santa Ana, several City departments collaborate to support Santa Ana's non - motorized transportation network, including on- and off-street pedestrian and bicycle routes and trails (Class I, II, III, IV bikeways). Within this broader network, the City of Santa Ana maintains a 12.8 mile network of off-street (Class 1) trail corridors for recreation. However, the City lacks interconnected, off-street hike and bike opportunities. Trail corridors do not replace park space, but they do provide recreation space and can improve bike and pedestrian access to parks and other destinations. Some trail corridors also provide amenities such as benches, play elements, fitness equipment, par courses or similar park -like amenities. Investing in the development of trail corridors is, for this reason, a cost effective means of extending the reach of existing parks and supporting recreation. The PMP evaluated existing and proposed Class I and Class IV bike trails to identify priority connections that would support recreation in unserved areas and improve access to parks. Map 4-3 illustrates these key trail needs. The map shows: City Council • Proposed Key Connections: These trail miles were identified as priority opportunities to enhance pedestrian and bicycle connections. • The Proposed Golden Loop Trail: The Golden Loop bike trail is an approximately 17-mile multiuse corridor, providing residents with increased bicycle and pedestrian access to parks. Key Findings and Needs • Santa Ana has one existing off-street trail, limiting trail use. • Approximately 4.5 trail miles still need to be developed to complete the Golden Loop. • Approximately 20.6 trail miles need to be developed to provide Key Connections within the city's park system, also connecting to the Golden Loop. • Multi -use trails are needed to improve park access and non -motorized transportation. • The City's focus on Class I trails is a key part of the Santa Ana's broader bikeway system, with on - and off-street bike trails and routes developed in conjunction with transportation improvements. • Additional recreational trails in parks, such as soft -surfaced mountain bike loops, nature trails, and jogging trails, as well as hard -surfaced accessible walking trails and paths, would also expand trail opportunities. • Safe bike and pedestrian routes to parks would help improve park access. 14-62 GARDEN &OVE 5 i am na w�SiMlusrEr+� Em" ' � H�i jaPt� G ttrr Anqa Pgl rJ `TrdAHe�twor�k r �l � I . Lonneccl0n RgionA Park Centen F ,�... w, ' i r' Adams Pa:k .:FS. I r ff f i I i 'Pro + M,n a• a 'aiNY,.•4LA..�raf .Zj. J McPark G fff/// �yger Triangle or� Park A �Lll�a � n �� ROa ko al �Sand�incc ,�' RRi ��• MAP 4-4: TRAIL CORRIDORS AND KEY CONNECTIONS Exisdng Trail Corridors Q Santiago Creek Bike Trail vacMK Electric (Maple S;i Bike la I MWA tOw BAe frad Raimis e 04Trail i� WrSi81kTrill maddia Bike Trail (Gj Same Ana RWr 014 Trill II (Ipwer $feel BFk2Trall Sam Ana Gardens 80TraB Legend -�•��dbr+Bir 44dnrryaatMdkydPe r CIIyAVdBPajR M PG�kr[ Party commkimypark lubuiPl.ua (� Neighb]rhd°d Park 5peda1 Ule i AiIii r Major Recreation Pam Resource -Try unddeloped 41are i jdlnt,ow, School Sltr r�: o aAa�v�'ApSaM Gqu'arkres m14Nrrrvniwxn andAgrkrwxr+an i and radliti4s Prwul2d try iXhers ka [{agai BM Trails — Mapar Roaua , ko".s m Oas. N pro[etLed i - - Rall LIne1A{euu fta► � rev Connecrlgr�s _ Ciry of $dnLaa4ld. _... __..,-"-._.. ,._.. �• Proposed Golden LOOP 5/17/2022 , •••• P�Lyre AIIVPment ni pC ScrttK Car SANTA ANA PARKS MASTER PLAN CHAPTER 4: PARK ACCESS, EQUITY AND OPPORTUNITIES FACILITIES DISTRIBUTION Santa Ana residents should have access to diverse park amenities and facilities, including ones that support active and passive recreation. While the next chapter discusses the number and types of facilities needed, this chapter consider the distribution of major facilities and active recreation facilities to support access to healthy indoor and outdoor recreation spaces. MAJOR FACILITIES Santa Ana provides a mix of recreation and community centers, senior centers, gymnasiums, the zoo, indoor and outdoor swimming pools, sports stadiums, and tennis centers. However, these major facilities are not evenly distributed across the city. As shown in Map 4-4, the City's major recreation facilities are clustered. While more recreation opportunities may be desired to improve access and recreation options, the challenge for major facilities is that they are costly in terms of both capital development and operations. Key Findings and Needs • Only three major recreation facilities are located south of West McFadden Avenue. • Memorial Recreation Center, which includes a community room and pool as well as additional amenities such as restrooms, parking, locker rooms, and office space. • Sandpoint Mini Center, which only provides community meeting space • There is a need for improved distribution of new recreation facilities; location is an important factor to consider if new facilities are added. In the meantime, the City could consider options such as facilitating transportation to existing major recreation facilities from targeted environmental justice communities, where residents are less likely to drive to parks and facilities. • Improvements are needed at several recreation/community Centers, tennis centers, and special use facilities to improve their functionality and continue to attract residents from across the city. While the city's pools were renovated in 2019-2020, they are nearly at the end of their lifecycle. • New facilities or the conversion of existing building to recreation centers may be considered especially in unserved areas. Public/private partnerships (entertainment, hospitality, and mixed -use development) may be considered if an equity partner would furl ongoing operations. 0 SANTA ANA PARKS MASTER PLAN CHAPTER 4: PARK ACCESS, EQUITY AND OPPORTUNITIES a ACTIVE RECREATION DISTRIBUTION While access to parks is critical for all residents, a small green space with a bench is not sufficient. It's just as important to have access to active recreation opportunities that support health and fitness. This can be more challenging because of the amount of park space needed to support sports fields, sports courts, skate parks, gymnasiums, and other active features. Map 4-5 shows the distribution of existing indoor and outdoor active recreation facilities in Santa Ana. The City does a good job of ensuring that active opportunities are dispersed and available in most areas that have existing parks. However, some neighborhoods lack active recreation. Key Findings and Needs • There is a more equitable distribution of active recreation facilities throughout the city than major recreation facilities. • The following Santa Ana parks provide options for active recreation. • 5 Citywide Parks out of 5 total • 17 Community Parks out of 17 total • 5 Neighborhood Parks out of 11 total • 5 Joint -Use School Sites out of 8 total City Council • Primary needs include the repair and replacement of existing sports fields and courts to ensure that residents continue to have access to nearby active recreation options • The addition of multi -purpose and all-purpose fields is also needed if large parks can be acquired to do so. • Secondary needs include improving support amenities, such as shade, restrooms, drinking fountains, moveable furniture, bleachers or other seating, etc. that support active recreation at these sites. • Adding sports lighting would extend the use and availability of recreation opportunities. The Santa Ana Stadium is the only facility that currently provides lighting, and it has limited access to the public. • The City currently provides several sports field overlays (ball diamonds, soccer fields, and all- purpose fields), meaning not all facilities noted on the map are playable at the same time. While overlays efficiently use limited park space, they have been increasing problematic as "off- season" sports play continues to expand. • Ball diamonds, basketball courts, and tennis courts are the most available/ offered active recreation options in Santa Ana. However, diverse communities may see a need for more soccer fields, cricket fields, badminton, futsal and pickleball courts. These types of sports fields and courts are not easily accessible in Santa Ana. -.Exhibit 1 �ip o-n2eyylyy -__- M En n mPyk L_�.. _Tr 1:rZ,13 GAF N Gi O J[ I i I 9�n10 y ¢�s ek, �]. .iv Park pParkr prt�a �PPa+ka r� ari Rlver Park� +. �._.�.�.�----•—•� j � `^r-----f,, is LI '� I .'9 it 5a3rada ��jLjr,�d 9 jM�er�� r 1 Rnai a Park p, a 'y:. Jf! P . � � C$6rala ark r $ pps 1 �� � YP� MYa•k � � S,aAdl'ahar} � I ms Safr•£r'rG. Car gr r no ' nity iii c°"dark J —1 w9iMINSTE ° � 11 - — — — •�Y r Jowe Park••. �H4ndsa Park - Pdric r L.._..—.� ] I - LmlmGial Park ' I rMPefk Ut4jNC — -- ® kkm0611 Par FOUNTAIN VALLEY Adaw Whi Park wr, rElm VIM 1. iI ° ascm } Pir UP p f� L ------•-- Bomo Park Kordl l vo a.s r z um, v MAP 4-6: ACTIVE RECREATION FACILITIES DISTRIBUTION joint -Use sehoot Sikes dA Willard lneMlaleSdal Garfield Elementary Sdwol Roakevek_4d KElernefRarySthaad Ea kFonleVtMElen rile Srhool E Aiadimn fornenrary Sd aol L1 Wine Ho Srhod d Momt Etemenlarp Sdacl Legend CfyiEn wfosi)[n C"4e Park ifs Commuriny Park Nelghnnrhmd Park 1 ^`�F— —Tf 0cod F wtr 4 • Major Rerreall6h Fadllry Pocket Parks 10 Sarah FAayDownie Herb Garden ® FM4 Part 17thSiren7dan4eW i� FakryewTRar�lo Hahttat Re5laranan (� MrFaaden Trartgl@ park Q Maple and OcddemalExerdstPark Ftiend*p Park 0 GaffiEMFIr�sAark Q plamcalk Caro Q ksxerpara Q Ci cifRer Special lase Facilities Q 504Ana 2110 at Pfentke Park ® S M* Ma Stadium ® Cabrillo Tennis Center io Neal Madmndm Tennis Censer mra ery+mnaxrrr tarldmd"no+ NKkel Park PWks 00 FadiceS ArGHdCd by Orneri Urban Plana Ii 5peczl iYA FocIlRy ka *r l wds - Freeways .. Qair l w.a)Ul Gail ��I Resource—$frLOudlrF$[I[rpS an llln�nr,-,r1mr �F17. rq IWd Par¢ 5clnaal LISe 5rhonl5lle Waterbodies Q�avw#tksrbrMae @u'edkrr IN spans ridd W5 Court other ouwwr Faciru'S ""'���ww�ddeedd Com U5eSdaool Srte 02 Ednor GymNslum EsANTA ANA PARKS MASTER PLAN CHAPTER 4: PARK ACCESS, EQUITY AND OPPORTUNITIES OTHER POTENTIAL ACQUISITION OPPORTUNITIES Residents in Santa Ana have expressed a desire for more park space —not only to meet recreation needs within walking distance, but also to connect people to nature and provide the types of recreation opportunities desired. The City should consider opportunities to acquire additional green space to meet these needs. In evaluating acquisition opportunities, the City and stakeholder must recognize that not all small vacant lands are suitable for parkland. The City should adopt and adhere to new acquisition, design and development guidelines so that any green space acquired will advance the values and directions of the PMP. Acquiring miscellaneous sites that have limited or no recreation value will add to City costs without providing a good return on this investment. (See Appendix D for more details.) Map 4-7 illustrates the locations of potential spaces and places noted by City staff or outreach respondents where additional parkland may be considered. These sites fall outside of the unserved areas document earlier in this chapter. The acquisition opportunities are noted for planning purposes only. Many of these lands are not currently available for acquisition. These are noted in case an opportunity arises to acquire land in these areas. Key Findings and Needs • Opportunities may be explored to expand several existing parks: • Santiago Park • Centennial Park • El Salvador Park • Santa Anita Park • Cesar Chavez Campesino Park • Delhi Park • 17th Street Triangle Park • Move to new land acquisition • Development of an undeveloped pocket park at Flower & 10th Street is needed. • Potential new land acquisitions should be considered, such as but not limited to: • Willowick Golf Course • Two linear pocket parks along Bristol Street, at Walnut Street and Wilshire Avenue to McFadden Avenue • A site near Warner Avenue PW IMM Councilmmi 0 SANTA ANA PARKS MASTER PLAN CHAPTER 4: PARK ACCESS, EQUITY AND OPPORTUNITIES 0 jr — 104 SANTA ANA PARKS MASTER PLAN FACILITIES, TRAILS, AnD PROGRAM SEEDS This chapter summarizes findings for parks, facilities, trails and programs to define the level of service desired by the community. The ideal park and recreation system for Santa Ana provides the right amounts and variety of parkland, amenities, activities and events to offer something for everyone. CHAPTER 5: FACILITIES, TRAILS, AND PROGRAM NEEDS 105 Exhibit 1 COMMUNITY NEEDS f All communities strive for a great park and recreation system that incorporates parks, recreation facilities, trails, programs, and events. However, the investment needed to provide everything that the community desires is often more than the community can, or is willing to, afford. As such, a technical analysis was conducted of Santa Ana's parkland, trails, facilities, and programs to help cross- check outreach findings and determine what is truly needed. This chapter defines the desired level of service (LOS) in the context of the needs analysis, describing the number and types of parks, trails and facilities, and the types of recreation and cultural programs and events needed. It builds on the findings of the park y4 = 9 i access and equity analysis to inform future standards. City Council 14-67 PARKLAND LEVEL OF SERVICE With 362 acres of City parks and another 37 acres of trail corridors and joint -use school sites serving 334,774 residents, the City of Santa Ana needs more parkland and recreation opportunities for its residents. This deficiency was noted in the access and equity analysis presented in Chapter 4. However, as a community that is mostly built out, Santa Ana has limited opportunities to develop new parkland. To accommodate future growth the City will need to think creatively about how to meet the needs of its residents. For this reason, the PIMP includes a level of service (LOS) analysis to evaluate Santa Ana's parkland standard and determine the right amount of parkland to provide in the future. 5/17/2022 SANTA ANA PARKS MASTER PLAN CHAPTER 5: FACILITIES, TRAILS, AND PROGRAM NEEDS Exhibit 1 EXISTING LEVEL OF SERVICE The City of Santa Ana currently provides parkland at a level of service of 1.1 acres per 1,000 residents. This standard is significantly less than the 3 acres per 1,000 recommended in the revised General Plan or the higher level of service desired by residents. Santa Ana's parkland is also far less than typically provided by cities of a comparable size. Most cities in California strive to provide a minimum of 3 acres per 1,000 residents, as advised in the California's Quimby Act. The Quimby Act allows cities to require that developers set aside 3 acres of land per 1,000 residents for neighborhood and community parks. The requirement typically applies when land is subdivided for new residential development. Since Santa Ana is already built out, and it currently has substantially less parkland, it would be very difficult and may be cost -prohibitive to increase its LOS standard to 3 acres per 1,000 residents in the next 10 years. A phased approach over a longer timeline should be considered to pursue that goal.. Santa Ana is not the only city in Orange County that is deficient in parkland. In March 2022, an informal email survey was conducted by Community Services Directors to compare LOS across neighboring Orange County cities. The result shows Santa Ana below the average of neighboring communities (Figure 5-1). City Council EQ PARK LOS EVALUATION To see how realistic it would be for the City of Santa Ana to increase its LOS to 2 or even 3 acres per 1,000 residents, the results of the access, equity, and opportunities analysis were used to identify parkland needs and LOS implications. The analysis considered how much parkland could potentially be added over the next ten years to serve the City's forecasted 2030 population of 362,591 residents. FIGURE 5-1: ORANGE COUNTY PARK ACRES PER 1,000 RESIDENTS Anaheim Fullerton Garden Grove Orange Santa Ana Tustin Note: Totals include city -owned parkland for most cities. However, Garden Grove and Orange countjoint-use sites, and Tustin counts trails. Note: Santa Ana counts some joint -use sites where long-term leases grant management rights. It does not count sites maintained through a joint -use agreement with SAUSD. Exhi SANTA ANA PARKS MASTER PLAN CHAPTER 5: FACILITIES, TRAILS, AND PROGRAM NEEDS TABLE 5-1: SANTA ANA PARKLAND STANDARDS AND FUTURE ACREAGE NEEDS Exhibit 1 Community -Serving Parks CITY PARKS 168.2 0.50 0.76 107.4 New acquisition of Willowick GC (101 acres) + (2 city park expansions) =107 acres total COMMUNITY 129.0 0.39 0.46 37.8 New acquisition of Warner Ave Site (16 acres) PARKS + Reclaim Griset as parkland (6.5 acres) + (4 community park expansions) = 37.15 acres total Community - Serving Parks Subtotal Neighborhood -Serving Parks NEIGHBORHOOD 19.5 0.06 0.11 20.4 Development of Myrtle & Raitt Park (1.1 acres) PARKS + Additional sites to serve gap areas (9 sites x Neighborhood Parks Subtotal Other Parks and Facilities POCKET PARKS URBAN PLAZAS SPECIAL USE FACILITIES Other Parks and Facilities Subtotal Other Resources PARK RESOURCES' Totals for All Parkland Other City Sites JOINT -USE SCHOOL SITES' TRAIL CORRIDORS° 3.7 0.01 0.04 6.0 0.02 0.02 32.7 0.10 0.09 MI-M 2.7 0.01 361.8 2 acres) = 19.1 acres total 10.8 New acquisition of Bristol Pocket Parks A and B; development of two undeveloped parks of Standard & McFadden and Flower & 10th; expansion of 17th St Triangle, + 8 additional sites to serve gap areas = 9.9 acres total 0.0 None (0 acres) (0.1) New potential neighborhood center (0.2 acres) 101 PARK LOS EVALUATION Table 5-1 shows the City's future park level of service when these new sites are brought online. It divides all acreage by classification and park type to show the type of acreage that is needed and potentially feasible. The table factors in existing park acres to show the existing LOS, which is compared to the guideline needed to support acquisitions in the key areas noted. Table 5-2 summarizes proposed service levels and needs by classification only. TABLE 5-2: SUMMARY OF PROPOSED PARKLAND STANDARDS AND FUTURE NEEDS Community -Serving Parks 297.2 0.89 1.22 145.2 9 Neighborhood -Serving 19.5 0.06 0.11 20.4 10 Parks Other Parks and Facilities 42.4 0.13 0.15 10.8 13 Other Resources 2.7 0.0 - None (0 acres) = 1.1 I ■ Trails and School JUAs 13.3 0.04 0.15 41.1 (18 elementary sites x 1 acre) + (8 intermediate/ high school sites x 3 acres) = 42 acres total 23.3 0.07 0.20 49.2 Key connection trails (20.6 mile x 15 feet = 37.5 acres) + Golden Loop trail (4.5 miles x 15 feet = 8.2 acres) = 45.7 acres total Joint -use School Sites4 13.3 0.04 0.0 0.0 1 1.5 -m� 0.15 41.1 26 Trail Corridors5 23.3 0.07 0.20 49.2 25 miles 'LOS = level of service 'Existing LOS is based on a 2019 population of 334,774 residents. Existing LOS does not count undeveloped park acreage 'Existing LOS does not count undeveloped park acreage 'Proposed standards are based on the need to serve 362,591 future residents (2018 Orange County Projections) 'Proposed guidelines are based on the need to serve 362,591 future residents (2018 Orange County Projections). J Net future need for parks subtracts existing ark acreage to identily the acreage deficient y. sExisting LOS is consistent with the new Draft General Plan, based on a 2019 population of 334,774 residents. 'Does not include G dinez High School (18.1acres) since the site is no longer accessible as recreation space. 2020 U.S. Census data show that population growth in Santa Ana has been slower than the 2018 OCP projections. When State and Orange County Includes Class I and IV connections only. Acreage calculated with the assumption of a 15-foot wide corridor projections are updated in 2022, these trends may change. ' Net future need for parks subtracts existing park acreage to identify the acreage deficiency. 'Projected population 7Existing undeveloped park in A r a e � .,v k 9 Does not include Griset park W�E�aq��r ��sggjj�� ge is included as a potential new Community Park. 14 - 69 5/ 17/2022 'Does not include Godinez Hii 1( Ci�KoIIY'$`7'�c4 e the site is no longer accessible as recreation space. 10 Includes Class I and IV connections only. Acreage calculated with the assumption of a 15-foot wide corridor " Projected population Exhibit A SANTA ANA PARKS MASTER PLAN CHAPTER 5: FACILITIES, TRAILS, AND PROGRAM NEEDS TABLE 5-3: FACILITY GUIDELINES AND FUTURE NEEDS Exhibit 1 FACILITY LEVEL OF SERVICE As the City of Santa Ana adds parkland, it will also need to provide a variety of amenities and recreation facilities across the city. Based on a parkland standard of 1.5 acres per 1,000, the PMP assumes the City will need to develop approximately 33 new parks or expanded park areas. Table 5-3 identifies the existing level of service for recreation facilities in Santa Ana. Based on recreation trends, needs identified though community outreach, and best practices in providing outdoor and indoor facilities, this Parks Master Plan proposes a future level of service to guide City staff when developing new parks and expanding or renovating existing ones. This numerical guideline is one metric for making decisions about park development. (See also Chapter 7 and Appendix D, which introduce new Acquisition, Design and Development Guidelines). CI 14-70 4� �V CRICKET FIELDS BASKETBALL COURTS (OUTDOORS) TENNIS/PICKLEBALL COURTS FUTSAL SPORTS COURT VARIETY (VOLLEYBALL, HANDBALL, SHUFFLEBOARD OR OTHERS) FITNESS COURT/FITNESS EQUIPMENT OUTDOOR RECREATION VARIETY PLAYGROUND/PLAY EQUIPMENT PLAY OR ACTIVITY ELEMENTS COMMUNITY GARDENS DOG PARKS PICNIC AREA SKATE PARKS RECREATION / COMMUNITY/ SENIOR CENTER MUNICIPAL POOL SPRAYGROUND STAGE/AMPHITHEATER TENNIS CENTER TRAILHEAD / REST STOP HARD -SURFACED TRAILS (MILES) SOFT -SURFACED TRAILS (MILES) SHADE (SHELTER, SAIL, UMBRELLA) - 1/ 1/ 250,000 1 36.5 1/ 9,172 1/ 8,500 6 30 1/ 11,159 1/ 10,000 6 - 1/ 1/ 60,000 6 17 1/ 19,693 1/ 20,000 14 1/ 23,912 1/ 20,000 1/ 1/ 60,000 32 1/ 10,462 1/ 6,000 - 1/ - 1/ 25,000 5 1/ 66,955 1/ 50,000 - 1/ 1/ 100,000 32 1/ 10,462 1/ 8,500 2 1/ 167,387 1/ 100,000 12 1/ 27,898 1/ 40,000 5 1/ 66,955 1/ 60,000 - 1/ 1/ 50,000 9 1/ 37,197 1/ 35,000 2 1/ 167,387 1/ 200,000 7 1/ 47,825 1/ 25,000 13 1/ 26,154 1/ 10,000 - 1/ ND 1/ 100,000 14 1/ 23,912 1/ 7,500 4 6 28 15 2 4 2 0 1 7 0 8 23 4 34 ' LOS = level of service. Existing LOS is based on a 2019 population of 334,774 residA .1 7/2022 1 Proposed guidelines and facilty needs are identified based on a 2030 population of 362,591 residents (2018 Orange County Projections). SANTA ANA PARKS MASTER PLAN CHAPTER 5: FACILITIES, TRAILS, AND PROGRAM NEEDS Exhibit 1 VARIETY IN RECREATION FACILITIES Table 5-4: Additional Needs for Recreation TABLE 5-4: POTENTIAL RECREATION FACILITIES The Santa Ana community desires more diverse Facilities includes the following information: parks and recreation opportunities. To help . Facility Type: Various facilities are organized by identify the variety of facilities to provide, Table category. 5-4 describes potential recreation facilities POTENTIAL for Santa Ana. The table describes facilities • Needs: Needs related to the provision and and amenities to consider adding to existing distribution are noted. City parks and potential future sites (parks, . Potential Elements: A description of potential recreation facilities and trails) upon renovation design elements and materials is provided. FACILITYTYPIE and development. The needs identified in Nature Play Provide at least four • climbable elements such as logs, stumps, this table are intended to provide context • Where Appropriate: A checklist indicates Areas nature play areas to add boulders, mounds and trees regarding the numbers and types of facilities w here potential elements would be appropriate pconnect variety to play options, people to nature, • sand, mud, wood chips, rocks • movable pieces, such as branches forfort- to provide, and where these elements would to add to the park sstem b ark e. Y Y p type. and support experiential play. building • other natural play elements consistent with the be appropriate. Details are provided about site character • LOS Facility Standards: Level of service plants and trees each facility type, and in some cases, notes standards note the minimum number of facilities All -Inclusive Provide at least one •large play areas with unique play elements are added about design intent and user that should be provided per population. Destination Play Area destination and universal/ • play areas designed for all ages and abilities • for (tactile/touch; experience. This table can be consulted when all-inclusive play area at a community -serving park. stimulation multiple senses auditory/hearing; visual/sight; gustatory/ opportunities to develop new facilities arise. pp p • Number of Facilities Needed: Estimates taste; olfactory/smell; fibulaproprr processing [body awareness]; vestibular processing the number of facilities currently needed and [understanding changes in location, orientation in space, and balance]; and interoception) projected for the net future population (2030). parallel play with different levels of challenge These totals take into account existing facilities. • shade Playground/ Provide a play area in play equipment to support the following: • Notes: Additional considerations for unique Play each new neighborhood • Climbing Equipment and community park. • Jumping circumstances or conditions about design intent (Thematic or In community parks, • Swinging Traditional) consider unique play • Sliding or more specific location recommendations. opportunities, such as • Twirling or spinning sand and water play, • Balancing ziplines, climbing walls, • Hiding and exploring etc. • Imaginative and dramatic play • Self -challenge and risk -taking • Cooperative play • universal play elements Additional Locate these in smaller • Outdoor games (e.g., outdoor ping gong, Play or Activity pocket parks and along giant -size Jenga or chess, cornhole, game Elements trails to support play, tables, putting green) or in larger parks to • Par course elements or outdoor fitness expand and diversity equipment play options. Consider • Musical play instruments adding dispersed nature • Interactive interpretive/discovery stations or play elements along trails "thinkscape" features (puzzle walls, interactive where appropriate. signs • Lawn areas for informal play and gatherings • limbable rocks or sculptures • Sidewalk and trail paintings (e.g., hopscotch) • Nature viewpoints (platform, interpretive feature, bird blind, ear trumpets, viewers, etc.) City Council 14-71 x x x x X X X X X X X 5/17/2022 Exhibit A SANTA ANA PARKS MASTER PLAN CHAPTER 5: FACILITIES, TRAILS, AND PROGRAM NEEDS Exhibit 1 Soft -Surfaced Establish soft -surfaced • nature trails Trails trails in parks or along • jogging trails parallel to multi -use paved trails corridors to provide • support amenities along trails, such as benches recreational walking, and shade features X X X X X jogging, hiking, and biking options, as well as nature walks. Hard -Surfaced Provide paved multi - Trails use trails to support the development of the non - motorized transportation system and improve park access. Prioritize extensions of existing trails and connections to fill missing linkages. Provide looped internal pathways or trails at parks. Improved Provide one new event Outdoor Event space with a stage or Space amphitheater seating and infrastructure and utilities to support large group events and programs (500+ people). City Council • multi -use trails for biking, walking and jogging • trailheads or access points with bike racks, seating, shade, drinking, fountains, restrooms, trash receptacles, and self-service bike repair stations • support amenities along trails, such as benches and shade features • infrastructure • utilities (electricity, water, restrooms, lighting) • stage or amphitheater (may include portable stage) • loading and unloading zones • large group amphitheaters • event hardscape or lawn • portable stage and other equipment • improved park circulation • support amenities (mix of permanent and portable elements, including shade, seating, restrooms, parking, bike parking, drinking fountains, trash receptacles) X X X X X X X 14-72 Soccer Fields Add 10-11 new multi -use rectangular fields. Strive for regulation -sized fields that can be divided into smaller youth fields to support both youth and adult play. Allow youth fields ifthe opportunity arises to acquire/develop a smaller field. Consider rectangular field overlays on ballfields where space is available. Consider partnership opportunities with schools. • regulation -size rectangular field painted for soccer and potentially for other sports (football and lacrosse) • turf or artificial turf • field lighting, if feasible • amenities such as bleachers, concessions, and shade X X Ball Diamonds Consider adding one • regulation -size diamond field designed for new field to maintain the baseball/softball existing level of service as • overlay on diamond field if feasible the community grows. • turf or artificial turf X X • field lighting, if feasible • amenities such as bleachers, dugouts, concessions, and shade Cricket Fields Provide at least one • full-size courts are strongly preferred cricket field. Given space • consider half-size courts or hoops where space requirements, this will be does not allow full-size X at a new citywide park. Basketball Add six new basketball • full-size courts are strongly preferred Court courts to incrase the • consider half-size courts or hoops where space (Outdoor) level of service as the does not allow full-size community grows. • lighting, if feasible X X X Consider lighted paired courts in city-wide and community parks. Futsal Courts Provide at least six futsal • one or paired regulation futsal court courts in a community- • fencing serving parks or large • permanent goals neighborhood parks with • adjacent seating/bleachers X X X parking. Consider joint -use • lighting, if feasible opportunities with schools. 5/17/2022 X X X Exhibit A SANTA ANA PARKS MASTER PLAN CHAPTER 5: FACILITIES, TRAILS, AND PROGRAM NEEDS Exhibit 1 Sports Court Add multi -use sport • full-size courts are strongly preferred Variety courts, basketball, tennis/ • consider half-size courts or hoops where space pickleball, badminton, does not allow full-size volleyball, shuffleboard, • lighting, if feasible bocce, lawn bowling or other active use amenity in new parks to support active recreation and sports. When renovating existing parks, diversify sports courts to expand active recreation opportunities. Tennis/ Provide at least six new • paired pickleball courts (paired if possible) Pickleball pickleball courts to • tournament -friendly pickleball venue (6+ courts) Courts diversify recreation and at community park only sports opportunities. • lighting, if feasible Consider converting existing tennis courts to pickleball courts as demand increase. Fitness Courts Provide four new fitness equipment or Outdoor outdoor fitness areas, Fitness with equipment either Equipment grouped in a court or potentailly spread out as stations along a trail. Dog Parks/ "Provide four dog parks in Dog Off -Leash Santa Ana with separate Areas large and small dog areas. Consider small dog runs and/or off -leash areas in lieu of a full scale dog park where space is limited. Coordinate pop- up dog parks, including puppy training courses. City Council • unfenced off -leash area; may be temporary or permanent and demarcated by signage, cones or similar features • smaller dog run, mid -size dog area, or full size dog park with different fenced areas for small and large dogs • fence, suited to character of park • double entry gate • turf, decomposed granite, other suitable surfacing, or combination • dog waste dispensers • dog drinking stations • seating and picnic tables • shade shelter • lighting • topography and landscaping" X X X X X X X X X X 14-73 Picnic Areas "Provide picnic areas • large group shelter or pavilion with support in all new citywide, amenities such as barbecues, sinks, and food community, and prep areas neighborhood parks, • small and medium sized shelters considering a vareity • long tables or mixed table sizes of styles of tables and • uncovered grouped or individual tables chairs. Community Gardens Provide at least one picnic pavilion or large group shelter in new citywide parks, plus additional medium and small covered picnic areas as per park guidelines." "Establish 2 more community gardens city-wide, either with reservable plots or adjacent to a school site. Coordinate with partner groups or volunteers on garden upkeep and maintenance. Consider opportunities for gardens of other types in parks, such as demonstration gardens, rain gardens and water conservation gardens." X X X X X X For community gardens: • combination of in -ground, raised beds, and accessible planting areas • individual reservable plots and group spaces • fencing, water, composting/green waste recycling • seating, shade Other gardens: X X • demonstration garden showcasing methods of gardening or different plant palettes such as organic gardening techniques, xeriscaping, native species, plantings for pollinators, birds and wildlife • bird baths and bird houses • rain garden and stormwater garden elements 5/17/2022 X SANTA ANA PARKS MASTER PLANNow CHAPTER 5: FACILITIES, TRAILS, AND PROGRAM NEEDS ' Exhibit 1 Indoor Recreation Facilities Consider advantageous opportunities to add more capacity to existing indoor facilities or convert an existing building to support indoor recreation and community use. Conduct a financial feasibility and operations study and create a business plan to program this facility. Identify any potential equity partner or partners to share renovation and operations costs. Amenities and program spaces will depend on the size and scale of the building. Consider needs for social space, active recreation/fitness space, program/meeting space, senior space, and administrative and storage space. Ideally, the facility will also have outdoor plaza or space to support indoor/outdoor programs and events. • full size basketball court with bleachers and dividing walls • badminton, futsal, and pickleball overlays • fitness studio(s) • multipurpose banquet room / lunch room with kitchen • flexible classrooms and meeting rooms • social space (senior space) • childcare room • possible features such as climbing wall ortrack • locker rooms, family style restrooms • office space • lobby/front desk/reception • equipment room and storage • outdoor space for indoor/outdoor programs • drop-off zone for accessible entry • nearby parking" Sprayground Provide spraygrounds • interactive water play feature at several community • playable water channel serving -parks or • spray play areas neighborhood parks to • splash pads support water play. • hand pump and sand play area" Provide one new water play area in an accessible park with nearby parking. Consider a different type of water play activity, such as a hand pump and water channel fora different type of water play experience. Outdoor Integrate a greater variety • loop paths & mile markers Recreation of recreation facilities and • skate parks or spots Variety opportunities to appeal • outdoor table tennis (ping pong) to Santa Ana's diverse • outdoor chess population and reflect the • badminton city's unique character. • tai chi • disc golf Plan and develop one • bike skills area/pump track pilot project at one park • parkour obstacle course to add a unique element • climbing spire in the first 1-2 years. Then • zip line rotate through parks • outdoor "living rooms' and update one park • family -style long tables X X X X X X X X X X X Swimming Consider partnerships • lap and swimming pool with at least 6 lanes, every two years with new • thematic play areas Pool to add one additional potentially designed with a shallow end to elements (or add new • sound garden aquatic facility or pool. accommodate swimming lessons and a deep elements in a new park). • self -directed hike/app stations end for diving • leisure or recreation pool designed for water other facilities to respond to new trends and diverse cultural needs play, with zero -depth entry, slides and water play features. This pool typically has a more free -form design and is maintained at a higher temperature than the lap pool. Popular elements of leisure pools include splash or spray areas, slides, or other water play features. Generous poolside deck space for lounging and socializing • entry point and reception desk. These may be X X co -located with the recreation center to support efficient staffing and operations • office space for lifeguards and aquatics staff • storage space for supplies and equipment • locker rooms with showers, restrooms, changing rooms and locker areas. Current trends favor single occupancy changing rooms, which are more flexible and offer more privacy than traditional gender -separated locker rooms. Council rt efficient sharing cenCity to uapo/tainng 14 — 74 5/17/2022 • reetrvableer roomavilionacilities P rtY P • rental cabanas Exhibit A SANTA ANA PARKS MASTER PLAN CHAPTER 5: FACILITIES, TRAILS, AND PROGRAM NEEDS Exhibit 1 Shade Shelters Add shade to all new and and Elements existing parks. Consider covering new play areas and outdoor fitness equipment, adding shade to seating areas, and/or covering picnic areas. Identify needs to improve shade in existing parks upon renovation or facility replacement. Improved Comfort & Amenities Update amenities and furnishings to create welcoming, inclusive, safe, and comfortable parks for people of all ages and cultural groups. Integrate amenities to reflect park character. Integrated Introduce a pollinator Natural patches with interpretive Areas and signage in parks to Vegetation support nature education. Enhancements Integrate natural elements into parks upon renovation or development. • seating with shade through structures or plantings • shade shelters (with movable tables/chairs, picnic tables, or other seating) • shade sails over play areas • pergolas, gazebos, or other shaded structure • Canopies, umbrellas and temporary shade elements in high -use parks, plazas and events spaces • Added tree canopy • variety of seating options and groupings • restrooms where appropriate • drinking fountains/ bottle fillers/ dog drinking dishes • lighting • trash/recycling receptacles • parking • permeable paving • bike racks, docking stations • alternative transportation pickup/drop offs • art (playable, integrated, stand-alone, and/or temporary displays) • signage and wayfinding • interpretive elements, information kiosks • WIFI • co -working stations/outdoor work space • multilingual or icon -based signage" • native plantings • natural area protection/restoration • habitat enhancements • bioswales • lawn reduction • invasive plant removal • tree preservation and protection (including orchards, park forests) • successional tree plantings • pollinator patches, gardens and corridors • bee hives Reduce turf areas where • bird habitat, baths and houses not used for recreation. X X X =J,,, X X X X X X X Xz X X X X X X PROGRAMS AND SERVICE NEEDS Santa Ana has become known for its events and recreation programs including Movies in the Park, the 4th of July Celebration, scheduled classes and camps, sports league play and activities, and community services. The City's facilitates these types of programs and services, including: • Sports • Aquatics • Health, Wellness & Fitness • Arts, Music & Culture • Special Events • Zoo Programs • Special Interest & Enrichment • Preschool Programs • Youth Programs • Teen Development & Leadership • Senior Services • Volunteerism While the availability of recreation programming is strong in Santa Ana, there are several opportunities for the City to strengthen and diversify other programs and services to meet the needs of the community. Program needs are noted below. An increase in both indoor and outdoor programs will be needed. Consider replacing with Expand Special Events: As noted in outreach findings, special events are the top type of program a range of alternative plantings while desired. More citywide, community and neighborhood -scale events, fairs, festivals, markets, and social considering maintenance needs. activities are needed. Specifically, community events celebrating the culture of Santa Ana are desired, City Council 14 — 75 Including x Icompetitions,movies, days, parales, an 1 RvXcses. SANTA ANA PARKS MASTER PLAN CHAPTER 5: FACILITIES, TRAILS, AND PROGRAM NEEDS Exhibit 1 'alksaw= Activate New Facilities: Especially as new facilities are added, there will be a need to staff and operate new facilities and provide programs such as aquatics, arts and crafts, music and performance, health and wellness, and community enrichment programs. Increase Sports Field and Facility Rentals and Programs: The diversification of sports courts will provide opportunities for introductory and skill -building classes for futsal, bocce, badminton, pickleball and others. As more sports fields are developed —particularly multi -use rectangular fields and a cricket pitch —sports providers will have greater opportunities to support league play, with the City continuing to provide camps and classes for youth and adults. Empower Disadvantaged Youth and Residents: While the City focuses mainly on the provision of recreation programs, community outreach noted a need for community and social services provided at local recreation centers. These include empowerment and skill -building classes for youth and young ® " % adults, resource connections for seniors and disadvantaged residents, homeless outreach and services Connect People to Nature: As more natural areas are integrated into parks, the City will have an in parks, shuttles or transportation to recreation facilities, parenting and caretaker programs, etc. The opportunity to prt g na re In erprg a Ion, environmental education, an gardening programs.41 /1 such as before l.liy oun 11 14 — 76 and after school programs and enrichment, and teen programs or cl Se5?�2�22 SANTA ANA PARKS MASTER PLAN CHAPTER 5: FACILITIES, TRAILS, AND PROGRAM NEEDS MARKET POSITION AND FINANCIAL SUSTAINABILITY Santa Ana's programs are in part limited by the funding available to invest in programs and services. While some programs are anticipated to generate revenues and offset costs, the City typically subsidizes most programs and services. To identify an appropriate cost recovery strategy for providing and managing recreation programs, the City of Santa Ana conducted a Service and Financial Sustainability Study in 2020. It identified facilities and programs where the City should strive to increase revenues, coordinate activities, or divest programs. Programs were categorized as follows: Affirm Market Position: Competitive pricing strategies for programs at existing sites may be able to increase program reviews. The following programs and facilities were identified for affirm market position: • Zoo camps • El Salvador Center • Garfield Community Center • Jerome Center • Lawn Bowling Clubhouse • Roosevelt -Walker Community Center • Salgado Center • Santa Ana Senior Center • Southwest Senior Center • Pre-school classes Advance Market Position: There are several types of programs that the City could expand and increase fees to capture more of the market. Examples include: • Film permits • Concessions • Vendor agreements • Equipment rentals • Sports field and facility reservations • Zoo programs, and admissions • Arts, music and culture programs, such as Creative Drawing, Salsa, Ballroom & Line Dancing, Jewelry Making, Hip Hop, Ballet • Fitness and wellness classes, such as Toning, Yoga, Zumba, Brain Wellness, Judo, • FOSAZ rentals and events • Sports, including boxing tournaments and multi -sport camps • Most special events ?'!1P Wr7 IF ` Complementary Development: Recognizing that other providers are active in these areas, Santa Ana should carefully plan the following types of programs to avoid duplication: • Youth Leagues • Camps and After School Programs • Youth Classes and Sports • Preschool Classes and Sports • All Ages Classes and Sports Investment: Investment is advised where opportunities exist to strengthen the current weak market position. This applies to: • Picnic reservations • Movies in the Park Collaboration or Divestment: Santa Ana may consider partnerships or divestment to minimize or eliminate duplicative services. Collaborate or Divest was identified for two facilities that are out of date making them less attractive for programs or rentals, as well as a small number of programs in various categories. • Memorial Center • Santa Anita Center • Programs such as Aerobics and Zumba Latin 126 127 ,a n r ' tip~. � � +R�y• : � t fk . fL+_L`• �t "�: ,� `' SYSTEMWIDE ;ECOn1tYlEf1DATIOf1S This chapter defines the City's values, :� `� �► = ' �' _ w vision, mission, and key initiatives for parks, recreation facilities, trails, programs, and related services. = ».: ,_''� ��``''� _ Santa Ana's vision and priorities create a framework for the policies and -"" implementation strategies that support improvements, enhancements, and .t investment throughout the City's parks and Iryrf'.,. recreation system. l 45/17/2022 Exhibit A 128 SANTA ANA PARKS MASTER PLAN CHAPTER 6: SYSTEMWIDE RECOMMENDATIONS 129 Exhibit 1 OUR SHARED VISION AND VALUES Parks, recreation, and open space are integral to VALUES the vision and values of the City of Santa Ana. As part of the General Plan process, the VISION In the 2022 General Plan, the City of Santa Ana defines a vision that expresses our community's aspirations and dreams. "Santa Ana is a city that promotes the health and wellness of all residents, with a civic culture that actively embraces the power of diversity. Our City invests in resources that create economic opportunities for the next generation, and it is a community that celebrates our past while working together to create a sustainable future." community defined its core values --those traits or qualities that represent the community's highest priorities. The values for the parks and recreation system, as articulated through community outreach, support the City's core values for the future. The table on the next page shows this relationship. goldencity beyond A SHARED VISION FOR SANTA ANA TABLE 6-1: COMMUNITY VALUES FOR PARKS AND RECREATION EQUITY & ENVIRONMENTAL JUSTICE Our residents value taking all necessary steps to ensure equitable outcomes, expanding access to the tools and resources that residents need, and to balance competing interests in an open and democratic manner. • Equitable Access: Parks, facilities, and programs are located throughout the City to ensure easy and equitable access for all residents, no matter their age, income, race, culture, housing status, or ability. • Inclusion: Our parks offer welcoming and inclusive spaces for people of all ages and backgrounds to gather, socialize, and recreate. • Environmental Justice: We strive to offset the disproportionate impacts of pollution and support the health of residents in our environmental justice communities. SUSTAINABILITY • Stewardship: We are committed to the responsible and Santa Ana values land use sound maintenance and stewardship of our park assets. decisions that benefit future • Environmental Protection: We protect our natural generations, plan for the resources, including our trees, lakes, rivers, and greenspaces, impacts of climate change, and to promote ecological benefits. incorporate sustainable design • Resiliency: We manage our parks, facilities, and programs to practices at all levels of the be adaptable and responsive to challenges such as climate planning process. change, pandemics, pollution, and housing shortages. CULTURE • Diversity: We respect residents of diverse cultures, Our community values efforts languages, and interests, offering a variety of recreation that celebrate our differences as opportunities to respond to diverse community needs. a source of strength, preserve • Vibrancy: We provide unique events and facilities to attract and build upon existing cultural residents and visitors to our business districts and support resources, and nurture a citywide the economic vitality of our community. culture of empowered residents. • Social Cohesion: Our residents are connected through events, programs and gathering spaces that foster a sense of community. • Culture and Identity: Our parks reflect our community's heritage, identity, and culture to cultivate civic pride. HEALTH • Active Lifestyles: Great parks, recreation facilities, and trails The people of Santa Ana value contribute to active recreation, sports, and fitness. EDUCATION • Enrichment: By providing activities, programs, and a physical environment that • Safety: Our parks and facilities are designed and maintained We are a city that values the "thinkscapes" in our parks, we are committed to supporting encourages healthy lifestyles, to prioritize public safety, comfort, and well-being. creation of lifelong learners, lifelong learning, personal development and growth, and a a planning process that • Access to Nature: Parks and open space support the importance of opening high quality of life. ensures that health impacts are environmental health and opportunities to experience educational opportunities to • Play: We support play and recreation as essential considered, and a community nature. all residents and investing in components of human development and well-being. that actively pursues policies and • Connectivity: We promote a walkable, bikeable city by educational programs that • Youth Empowerment: We create and help navigate critical practices that improve the health providing interconnected regional and local trails. advance our residents' economic pathways for youth development, leadership, safety, and of our residents City Council 14 — 79 5/17/2022 * From 2022 General Plan ® SANTA ANA PARKS MASTER PLAN CHAPTER 6: SYSTEMWIDE RECOMMENDATIONS The initiatives, policies, and strategies represent a mix of systemwide recommendations tha 'ZIECREATION MISSIONfial MISSION We steward our parks, offer engaging recreation opportunities, and connect our diverse community through trails and programs to create a vibrant, livable city. policies:he next ten years. Key mentation strategies that will guide the . ..rks, recreation, numbered . �ppear in.. ..and .. I INITIATIVE 6: STEWARDSHIP Manage and maintain Santa Ana's parks and recreation assets through good stewardship, proactive asset management, and the wise use of resources to support a sustainable, resilient, safe, and comfortable park system. INITIATIVE 7: COLLABORATION Engage residents, partners, volunteers, local businesses, and other agencies in zli f ` * ; �.. enhancing parks and recreation opportunities. INITIATIVE 8: INVESTMENT _______ _ __ __ __J _ -�iL_ __ :i_I 2ratl0nal investment needed to enhance the park and recreatiun system. rIES v fr ease ilted in the 2022 General Plan. These are marked with the syml (GP). f r� l City I SANTA ANA PARKS MA should be taken to enhance the park and recreation system. The eight initiatives include: INITIATIVE 1: PARKLAND Acquire and develop parks to increase the amount of parkland and create an integrated park and open space system. INITIATIVE 1: EQUITY, ACCESS, AND ENVIRONMENTAL JUSTICE Ensure that all residents in Santa Ana have equitable access to inclusive parks and healthy recreation opportunities that se e all ages, abilities, and unserved or underserved areas in the City. INITIATIVE 3: TRAIL CONNECTIVITY Create a walkable, bikeable, and interconnected city by providing a network of o - • street bicycle and pedestrian trails. INITIATIVE 4: RECREATION DIVERSITY Create unique and vibrant recreation facilities that reflect the character, identity, and needs of Santa Ana's diverse community. INITIATIVE 5: ACTIVITY Facilitate events, programs, sports, and indoor and outdoor recreation activities to support community health, fitness, empowerment, development, and lifelong learning. 133 Exhibit 1 INITIATIVE 1: PARKLAND Acquire and develop parks to create an integrated park and open space system. 1.1 Support an integrated network of parks, recreation facilities, and trails as a critical components of Santa Ana's open space system. a. Distinguish parkland from other types of open space, as defined in the PMP. b. Acquire parkland primarily to provide recreation and social gathering opportunities, and secondarily to support other open space benefits, such as greenspace protection, ecological function, beautification, visual aesthetics, and buffers between land uses. c. Prioritize park resources to acquire parkland that supports the values and initiatives of the PMP. Avoid acquiring open space, such as landscaped areas or vacant lands, which are not suitable for park uses. d. Coordinate with Public Works in the provision of a comprehensive trail and bikeway system. (See Initiative 3.) 1.2 Increase the amount of parkland in Santa Ana to meet the needs of City residents. a. Provide parkland at a minimum level of service of 1.5 acres per 1,000 residents. b. Re-evaluate and, if possible, reclaim the use of City parkland that is currently designated as "park resources" (spaces managed by others for non -park uses). c. Where feasible, such as in new development or redevelopment areas, strive to provide 2 or 3 acres of parkland per 1,000 residents to serve residents, employees, and visitors. d. Create a level -of -service report card to annually track and report on progress in achieving the City's parkland standards. e. Establish land use provisions in the Municipal Code that prevent a net loss of public parkland in the City. Require at least a 1:1 replacement if there is any loss of public parkland due to public or private development. (GP) through the provision of trail corridors and joint -use sites that support recreation. a. Maintain Class I and Class IV trails to support park access, recreation, and active transportation. (See Initiative 3.) b. Collaborate with public school districts, private schools, faith -based organizations, and community organizations to expand shared -use sites and facilities through cooperative agreements to maximize recreation options. (GP) 1.4 Balance the types of parkland and recreation options provided across the City. a. Adopt new park classifications to plan and provide a comprehensive and integrated network of parkland. Provide citywide parks, community parks, neighborhood parks, pocket parks, urban plazas, and special use facilities. 1.5 Protect natural areas, water resources, the urban tree canopy, and greenspace through the provision of parkland. a. Maintain, protect, and program the City's lakes, river, and creek to support recreation, resource and water quality protection, and community aesthetics. (G P) b. Explore options to designate Santiago Park, Santiago Creek, Centennial Lake and Thornton Park Lake, and park sites adjacent to the Santa Ana River to be Environmentally Sensitive Habitat Areas (ESHAs) to protect these sites against significant disruption of habitat values, prevent impacts which would significantly degrade those areas and only allow for development which is compatible with the continuance of those habitat and recreation areas. (GP) c. Reintroduce natural elements, increase habitat, and provide more recreational opportunities along the Santa Ana River. Update the Santa Ana River Vision Plan. (G P) d. Maintain, preserve, and enhance the City's urban forest as an environmental, economic, and aesthetic resource to recreation, as well as preserve and improve residents' quality of life. (GP) interpret the City's natural resources, landmarks, urban tree canopy, and designated historical and cultural City Council 14 — 81 5/17/2022 f. Collaborate with other agencies, community leaders, and public and private groups to identify opportunities for acquisition. (See Initiative 7.) 1.3 Augment the City's park level of service b. Balance needs to provide close -to - home recreation opportunities with needs for larger parks that have spaces for specialized and unique recreation options. c. Select new park sites to support Exhibit A SANTA ANA PARKS MASTER PLAN CHAPTER 6: SYSTEMWIDE RECOMMENDATIONS jb her pip Nb 04 km, m,I' 136 4h. I 4 Al 1F NL 17� 14, t IDE RECOMMENDATIONS 137 cifixhibit 1 INITIATIVE 2: EQUITY, ACCESS, AND ENVIRONMENTAL JUSTICE Ensure that all residents in Santa Ana have 2.2 Prioritize park provision, programs, equitable access to inclusive parks and healthy and partnerships in park deficient and recreation opportunities that serve all ages, environmental justice areas. (GP) abilities, and unserved or underserved areas in a. Consider a variety of park interventions, the City. illustrated in Map 6-1, to improve access 2.1 Distribute parkland to support equitable park access throughout Santa Ana. a. Ensure City residents have access to public or private parks, recreation facilities, or trails in the City of Santa Ana within 10-minute walking and cycling distance of home. (GP) b. Where feasible, strive to provide access to City parkland within a 10-minute walk (112 mile) from home. c. Renovate existing pocket parks and develop new pocket parks to provide more neighborhood -serving parks amenities that attract residents from 1/2 mile (rather than the current standard of mile). d. Ensure that all new development effectively integrates parks and trails. For new development within park deficient and environmental justice areas, prioritize the creation and dedication of new public parkland over the collection of impact fees. (GP) to parks and recreation opportunities in park deficient and unserved areas. (See also Chapter 4.) b. Prioritize the development of new parks in unserved areas characterized by a "high severity of need." These tend to be environmental justice areas or Land Use Element (LUE) focus areas that are higher density, more diverse, and with a greater proportion of residents living below the poverty level. (See Chapter 4.) c. Explore options to acquire land through purchase, land dedication, easements, and land leases that would allow for permanent or temporary use of land for recreational opportunities. (GP) d. Evaluate opportunities to convert City - owned properties, public rights -of -way, and easements for railroads to parkland or trail corridors. (GP) e. Reclaim park resources that are located within park deficient or unserved areas for use as parkland. Examples include Griset Park. Mar�ItlM1d9E i l La. Iri +tJf Rirgrojew �, r•_-,. Y-•------- --� I Parham � ' i IfL •nl j : Rasta Park 2p J r sir i l Chp I �amy�sno rJ Hit A0 L(> sal rT„ Y I n1a k 0 r•`"-- , J4rana Pad l 4 Awndsa Park 7Cmrennial Park I f Adams Pail " U a rM 9p ai-�aa ak... 0�1� it {,p�fghe�� ParkIlo r nb Cc�k Pu k IVI C] •, I vM 6c F, ectrit I — Carl Th4Mron . dr Memobal Park ��e Park a.0 [■' �Saa�d kiM1ta, �r r R9m9 kwal .Park ­6Whi Park fir, MAP 6-1: INTERVENTIONS TO INCREASE ACCESS TO PARKS AND TRAILS Joint -Use Shoot Sites wgard lnterrnediale SOW Q wold Elftenwi Sthgnf d Fdoosevel-WattnrFlenlerliarySchuW MonreVista ElemenuarySthool d Madimn Flemenlaq $dal Q Wiwi Hit Schad Monroe ElementarySi 1 prdc kk't park 5 Q Sarah Map Downie Herb Garden ireadr Parr 0 17th Streeildan�e Park 10 FaWewTRa* Hah at Aest6raon ® kirFiddva TOO Pak ® klapleanditdema ExeniseAark ilp WriRe Finm Park rh. , I. Q PWa Calle tuairo 4 kss[erPara Cise[{errlieer Speclal IJse Facilities 10 SoaArla On at RleRtO Park S<*Ma Wium {abdlolermCenter io Neal MaNndeiTenrnsCemr Legend mPensuatlrcr�er r'6gr �v�a+x lroNmae"WAWm clt"e Park `01kEL Park Parks and Faxdiiz ftvidee by Werl i� Cammunlry Park urban Plaxd Major NerghMoa rhd FUrk `SpEtial Llse Fanllty D.I inaDs+ Freew oruar.,, n,n City Council 14 — 83 --•Trail Corridor ral _Cey4l5 • MawAev@arrpn ParkResauce .51Jrroudln Faillitp Undeveloped Park CAGpl i111111111Jains us uh0ol5ae Wgftrx i Exhibit A SANTA ANA PARKS MASTER PLAN CHAPTER 6: SYSTEMWIDE RECOMMENDATIONS Exhibit 1 f. Collaborate with the SAUSD through joint -use agreements to ensure public access to outdoor recreation facilities at schools located in park deficient and environmental justice areas. (See Initiative 7.) g. Develop creative and flexible solutions to provide greenspace and recreation activities in neighborhoods where traditional parks are not feasible. Encourage public, private, and commercial recreational facilities in areas that are park deficient. (GP) (See Models for Transformative Projects in Chapter 7.) h. Implement programmatic solutions to provide recreation activities in park deficient and environmental justice areas. These may include, but are not limited to, mobile or pop-up programs (staff -led activities and supplies) and movable facilities (e.g., climbing wall, dance floor, movie screen that can be set up in various locations.) I. Partner with community organizations to offer programs that are accessible to residents who live in park deficient and environmental justice areas. (GP) City Council j. Explore shuttle/transportation support at selected times/locations to transport residents in park deficient and environmental justice areas to community or citywide parks and programs. 2.3 Support the health of residents in environmental justice areas to offset the disproportionate impacts of pollution. a. Prioritize the protection of natural areas and integrate natural features in environmental justice areas to support environmental health benefits. b. Coordinate park acquisition, renovation, and development to address air quality, urban heat, and climate impacts by providing green infrastructure and shade and reducing air pollution by providing vegetation that removes pollutants and air particles. (GP) c. Explore options to incentivize or require the provision of indoor recreation space, particularly in environmental justice areas that experience elevated levels of exposure to air pollution. (GP) 2.4 Provide diverse, welcoming, inclusive parks, facilities, and programs to support equitable park experiences. a. Provide parks, recreation facilities, and programs that reflect the demographics of the Santa Ana community, including diverse races, ethnic groups, identities, family configurations, abilities, and incomes. (GP) b. Design new and renovate existing parks, recreation facilities, and trails to provide access to residents of varying abilities, including people with special needs. Consider multigenerational groups and people with mobility issues, sight and hearing impairments, allergies, autism - spectrum disorders, and other special needs. (GP) c. Develop and renovate parks to ensure these spaces meet or exceed the requirements of the Americans with Disabilities Act (ADA). Explore options for the systematic completion of ADA compliance upgrades in Santa Ana's parks. (GP) d. Integrate all-inclusive, universally accessible recreation elements into destination play areas, as well as accessible play components into recreation elements citywide. e. Design and develop parks, greenspace, and trail corridors to support community respite, wellness, and the mental health and stress reduction benefits found in connections to nature. (GP) Balance cost recovery with affordability when providing programs and services. Define and integrate scholarships, credit for volunteerism, reduced fees, and similar programs to offset costs. g. Diversify signage and information, providing information in easy -to -interpret graphics and multiple languages to make parks welcoming to residents of all cultures. h. Provide Intentional outreach to historically underrepresented groups and nearby neighbors when designing, developing, and conducting major park renovations to ensure diverse community needs are met. 5/17/2022 Exhibit A SANTA ANA PARKS MASTER PLAN CHAPTER 6: SYSTEMWIDE RECOMMENDATIONS Exhibit 1 INITIATIVE 3: TRAIL CONNECTIVITY Create a walkable, bikeable, and interconnected city by providing a network of off-street bicycle and pedestrian trails. 3.1 Collaborate with other agencies to provide an integrated trail system. a. Collaborate with other City agencies, partners, and regional entities to provide an interconnected system of regional and local trails, travelways, and access corridors to support recreation, active transportation, and park and program access. (GP) b. Work with the Public Works Agency to implement the Bicycle Master Plan and provide a system of Class I, 11, III, and IV trails. c. Coordinate with adjacent cities to connect existing and planned trail corridors to surrounding regional and local trail networks. 3.2 Prioritize off-street trail connections to support park access, recreation, and active transportation. a. Increase pedestrian and bicycle connectivity to and between parks and recreation facilities as noted in the PMP to improve park access. Prioritize trail connections to citywide parks, community c. Focus off-street trail development on the "Key Connections" that provide internal trail loops and access to key destinations. d. Create, adopt, and implement a "Safe Routes to Parks" program that promotes walking and bicycling to parks through infrastructure improvements, enforcement, tools, and safety education, and improves accessibility to parks, facilities, trails, and open space. (GP) e. Develop park entries, trail access points, and trail rest stops to foster walking and bicycling to parks. f. Coordinate with Public Works to evaluate and improve pedestrian travel routes to parks, providing sidewalks, painted crosswalks, and signalized crossings where needed, while also removing barriers that impede park access. 3.3 Provide greenspace, parks, and rest stops along trails to enhance trail experiences. a. Where feasible, create landscaped or natural buffers between trails and adjacent uses, including streets. b. Explore options to acquire linear pocket parks along trails, providing recreation activity stations and social gathering space, especially in park deficient and parks, major facilities, and regional parks environmental justice areas. a. Coordinate with Public Works to provide such as Mile Square Park. (See Chapter 4). a comprehensive wayfinding and signage c. Consider wider greenways along the Orange program along trails, at trail rest stops, b. Complete the City's "Golden Loop" Trail County Streetcar route, flood control and in parks that serve as trailheads. by constru existing gap..i�*)Cioundl 14 - 85 signage, as well as mileage markers. 5/17/2022 d. Identify parks to serve as trailheads and b. Brand and market the "Golden Loop" provide trail rest stops along the corridor. through a public awareness campaign Provide bicycle racks, seating, shade, which highlights the route and trail trash receptacles, and self-service bicycle access points. (GP) repair stations where appropriate. Provide c. Publish a trail system map and post this restrooms and drinking fountains (or water on the City's website, in the recreation bottle filling stations) at citywide parks, program guide, and at trail rest stops. community parks, or special use parks with trail connections d. Enable and encourage children to walk 3.4 Increase trail -related recreation and bicycle to school and parks by embracing "Safe Routes to Parks" and opportunities in parks. "Safe Routes to Schools" objectives. a. Provide looped internal trails or e. Implement bicycle safety programs to promenades of sufficient width to support educate children, youth and families multiple uses in parks (pedestrians, about trail etiquette and use. bicycles, scooters, strollers, skateboards) and space to pass each other comfortably. f. Develop a multi -modal "share the road" These looped trails should be wider than public awareness program. access paths to facilities. g. Develop a citywide database to monitor b. Establish a mix of soft -and hard -surfaced bicycle and pedestrian accidents. trails in parks that provide a variety of h. Coordinate trail programs, drop -in walks, recreational hiking and bicycling options, nature hikes, and community -wide trail such as nature trails, mountain biking events and bicycle rides to encourage trails, bicycle pump tracks, jogging trails, use of the pedestrian -bicycle network. big wheel and tricycle tracks, walking tracks, etc. i. Explore a trail sponsorship program that 3.5 Foster walking and bicycling opportunities encourages or incentivizes businesses through signage, branding, education, and to sponsor the development and/or maintenance of trail links that provide programs. nearby bicycle and pedestrian access. Exhibit SANTA ANA PARKS MASTER PLAN dM 0 CHAPTER 6: SYSTEMWIDE RECOMMENDATIONS Im Exhibit 1 INITIATIVE 4: RECREATION DIVERSITY Create unique and vibrant recreation facilities 4.2 Strategically invest in the renovation, that reflect the character, identity, and needs expansion, or development of major of Santa Ana's diverse community. facilities to meet community priorities. 4.1 Provide a variety of recreation facilities to meet the diverse needs of the community. a. Use the PMP design and development guidelines, facility level of service standards, and recommendations to guide decisions and incorporate new trends in facility replacement. (See Chapters 5 and 7 and Appendix D. b. Provide a variety of amenities and facilities to support active and passive recreation, indoor and outdoor recreation, as well as traditional and trending activities. (GP) c. Consider the distribution and the location of existing facilities when adding new ones to improve access and equitable use. d. Consider trends and changing needs before making like -for -like replacements of old, worn, or damaged facilities. Ensure that best practices and current and future recreation needs are addressed. e. Integrate playable art and customized features in citywide parks and a. Prepare business and operations plans prior to developing or renovating major facilities to help identify the optimal size, amenities, location, programming, revenue -generating strategies, cost recovery, and operating model for facilities with high operating costs. b. Evaluate options for joint -use partnerships to use or improve existing facilities prior to building new ones. c. Explore potential equity partners, operating partners, and sponsors before planning and designing major facilities, including aquatic facilities and recreation centers. d. Provide multi -use, multi -generational facilities that address a variety of indoor needs, including active recreation and fitness, arts and culture, community meetings and social gatherings. f. Provide flexible spaces and programmable spaces with revenue - generating capacity. g. Ensure that facility design, development and operations factor in best practices and costs for routine/ preventative maintenance as well as longer -term asset management. h. Evaluate all costs before acquiring and repurposing any existing building or facility for recreation uses. Factor in the return on investment, balancing renovation and ADA accessibility costs with the building's recreation or social gathering value, recognizing any limitations the building may have to desired functionality. I. Consider whether smaller buildings or facilities should be phased out or repurposed once uses can be incorporated into a facility that better accommodates programs. 4.3 Diversify park experiences by supporting unique and varied facilities. c. Provide innovative play opportunities for all ages and abilities. Incorporate nature play, adventure play, imaginative play, and water play opportunities, plus universal, all-inclusive play elements. d. Increase adventure play opportunities for older children and teens, adding facilities such as challenge courses, zip lines, rope swings, net climbers, and climbing spires. e. Increase the variety of sport courts and recreation options, including court complexes to support programs and tournaments. Increase sports options by renovating fields and courts to provide lighted, multi -use fields, sports fields with overlays, and designated fields that respond to needs for year-round play. g. Expand urban agriculture opportunities in parks, including community gardens and, potentially, urban farms. (GP) h. Provide dog parks and designated dog off -leash areas to support dog walking and minimize conflicts between parks users. i. Provide activity hubs in parks, such as b. Provide at least one differentiating game tables, outdoor chess and table community parks to support recreation with flexible use space to support feature or facility at each neighborhood tennis, skate spots, etc. other types of programs, rentals, and interest. park, so that each park offers something reservations. unique in addition to the traditional park City Council 14 — 86 picnic tables. 5/17/2022 SANTA ANA PARKS MASTER PLAN CHAPTER 6: SYSTEMWIDE RECOMMENDATIONS in e. Avoid investing in smaller single - purpose or limited use buildings, such as neighborhood and community centers, senior centers, teen centers. Design facilities such as nature centers a. Test or pilot options for new or expanded facilities as defined in the PMP. (See Chapter 5). INITIATIVE 5: ACTIVITY Facilitate events, programs, sports, and indoor and outdoor recreation activities to support community health, fitness, empowerment, development, and lifelong learning. 5.1 Diversify recreation programs, events, and activities to meet the varied needs of the community. a. Activate parks, recreation facilities, and trails to support active lifestyles, mental health, youth development, lifelong learning and environmental health benefits that support individual and community well-being. (GP) b. Provide a variety of programs and events to support active and passive recreation, indoor and outdoor recreation opportunities, as well as traditional and trending activities. (GP) c. Diversify types of activities to respond to busy lifestyles, including a mix of programmed and self -directed opportunities, as well as scheduled and drop -in activities. d. Provide and promote a variety of events, programs and activities for residents and visitors to create inclusive, multigenerational, family -friendly recreation and art experiences for all ages, interests, abilities, incomes, and cultures. e. Continue to support events, activities, fairs, and festivals that celebrate Santa Ana's heritage, history, and racial and cultural divaitg Council 5.2 Provide, facilitate, or expand programs to offer the types of opportunities desired. a. Continue to support the program service areas noted in the PMP. (See Chapter 5.) b. Expand special events, sports, and activities such as aquatics, arts and crafts, music and performance, health and wellness, and community enrichment programs as new facilities are developed. Increase programming staff, materials, supplies, and support services (marketing, communications, technology, human resources) to support this expansion. c. Coordinate with partners to expand "educational" enrichment programs to respond to City goals. Consider partnerships with theater, art, and music groups and Santa Ana educational institutions to support science, technology, engineering, art, and math (STEAM) programs and camps, as well as history programs and youth homework support in afterschool programs. Coordinate with the goals and initiatives of the Community Arts and Cultural Master Plan to support art programs for children and youth. d. Invest in mobile recreation and pop-up activities to bring recreation, art, nature interpretation, social activities and games to community events and areas not served by park land within a 10-minute walk. Provide pop-up programs periodically throughout the City to creatively involve residents who might not otherwise 44 _ 87 aware of or participate in programs. SANTA ANA PARKS MASTER PLAN CHAPTER 6: SYSTEMWIDE RECOMMENDATIONS Exhibit 1 e. Increase outdoor programs and events 5.3 Provide high -quality recreation services f. Explore options to improve the that support health, wellness, and through customer service, staffing, and efficiency, consistency, and user fitness, such as races, walkathons, facility operations. experience of the registration and walking groups, boot camps, outdoor a. Develop an outreach mechanism reservations process. yoga, and tai chi, and 10,000 step to solicit and evaluate community g. Evaluate program and facility rental challenges —in addition to sports suggestions for new programs, fees to ensure that programming is leagues, camps, and classes for all ages. activities, or offerings. sustainable, and fees are equitable f. Increase nature interpretation and b. Evaluate hours of operation for parks, and appropriate. (GP) environmental education programs community centers, and other facilities. h. Enhance recreation program quality in parks through initiatives such as Consider the option to extend hours of by ensuring that staff receive programming at Centennial and operation to meet community needs. program training, certifications, Thornton Park lakes (e.g., fishing (GP) and professional development derby, paddleboards), activating a new opportunities, as well as direction, nature center, expanding community c. Increase drop -in programs, short retention support, and mentorship. gardening (in conjunction with the Zoo's duration programs with three or Lil' Farmers Program), and connect park fewer classes, and flexible program i. Re-evaluate contracts for facility habitat conservation projects to the registration options to meet the needs operations to assess revenue -sharing Zoo's conservation initiatives. of busy residents. arrangements, subsidies, maintenance g. Teach outdoor skills by providing d. Periodically re-evaluate options for park levels, and support for long-term asset nature -based activities in parks, such and facility rentals to expand options reinvestment. as tree climbing, orienteering, learn- for partial, half, and full -day reservations 5.4 Promote Santa Ana's parks and programs to -camp programs, and canoe/kayak to support more family gatherings and through media, social media, and programs in pools and lakes. group activities and minimize conflicts. communications. h. Consider whether the City should e. Encourage all staff who have customer a. Provide dedicated staff time to expand programs beyond recreation contact (including maintenance, enhance public information, marketing, to include more focused community administrative, and recreation staff) and promotions regarding park and services. Provide empowerment and to participate in customer service and recreation activities, programs, and skill -building classes for youth, teens, cultural diversity training to strengthen services to increase participation and and young adults, resource connections staff's ability to deliver a positive, park and facility use. for seniors and disadvantaged welcoming experience for all customers. residents, homeless outreach b. Regularly update the City's parks and and services in parks, shuttles or recreation webpage and social media to transportation to recreation facilities, communicate information related to City parenting, and caretaker programs, etc. parks, recreation events and activities, programs, policies, and services. City Council M .. c. Collect contact information for people who would like to be on mailing lists to receive updates about programs, events, and services. d. Continue to offer communication support in multiple languages to diverse groups. In the long term, continue to monitor needs to provide information, signage, and materials in different languages. 5.5 Track, monitor, and report participation data to measure performance. a. Evaluate recreational programming through participant service assessment and online public opinion surveys on a periodic basis to identify needed and desired programs. (GP) b. For major facilities, track recreation participation, programs offered, revenues, and expenditures to use in annual business and operations planning. For each facility, identify gross and net per -capita expenditures to compare operational investment. c. Request demographic and geographic data from participants where feasible to track which segments of the City's population are being served. 5/17/2022 SANTA ANA PARKS MASTER PLAN CHAPTER 6: SYSTEMWIDE RECOMMENDATIONS Exhibit 1 INITIATIVE 6: STEWARDSHIP Manage and maintain Santa Ana's parks and 6.2 Establish maintenance teams and protocols recreation assets through good stewardship, for addressing "urgent" maintenance and proactive asset management, and the wise use park needs. of resources to support a sustainable, resilient, a. Add flexible maintenance staff or safe, and comfortable park system. contracted staff teams who can respond 6.1 Ensure that all parks, recreation facilities, and trails are well -maintained. (GP). a. Proactively anticipate and schedule routine maintenance tasks, task frequencies, and staffing needed to take care of City parks and facilities. b. Create a maintenance management plan to guide the long-term maintenance of parks and trails. This plan will identify the maintenance tasks, frequencies, staffing, and resources needed to manage and maintain facilities and landscaping. (G P) c. Implement the maintenance tiers identified in the PIMP to align maintenance efforts with varying levels of park use, visibility, and the presence of specialized amenities and facilities. d. Ensure that funding, staffing, and other resources are available to maintain existing parks and facilities, as well as new ones when added to the park and open space system. (GP) City Council to maintenance issues prioritized by safety needs and urgency, so that "urgent tasks" do not preempt the routine maintenance required in all park sites. 6.3 Enhance the condition of parks and facilities by implementing an asset management plan. a. Prioritize improvements for parks in fair to poor condition as identified in the PMP park evaluation. (See Map 6-2.): I. Friendship Park ii. 17th Street Triangle Park iii. Santiago Park iv. Dan Young Soccer Complex v. Sasscer Park b. Establish an annual dedicated funding allocation to have funds on hand when needed to repair or replace landscaping, infrastructure, facilities, and equipment. Set aside sufficient funds for issues associated with plumbing, electrical, irrigation, maintenance equipment, fabrication, and construction management. (See Appendix E.) c. Periodically assess the condition of parks and facilities, identifying deferred maintenance projects, deficiencies, repairs, and replacements needed, including cost estimates. Include facility improvements in the Capital Improvement Program. (GP) d. Document and track facility lifecycles to plan for the ongoing needs for park and landscaping renovations and replacement. (GP) e. Consult with major facility business plans before investing in major repairs or replacements in facilities such as recreation centers, community centers, senior centers, aquatic facilities, stadiums, and other park buildings. f. When replacing facilities, avoid "like - for -like" replacements. Use the PIMP design and development guidelines, facility level of service standards, and recommendations to guide decisions and incorporate trends in facility replacement. (See Chapters 5 and 7 and Appendix D.) 5/17/2022 Exhibit A SANTA ANA PARKS MASTER PLAN CHAPTER 6: SYSTEMWIDE RECOMMENDATIONS Exhibit 1 r--� ry PArk Samiago �A-• �'�� ink iF, �.�rRu�JE � � i I larre�Rark � �k', Parr �} PpRai3 1 Pdrk cl a------------ ' RirP rojew � S �• y� h {' I CI `dark IX , �paas � M 6 I+ 1 Rosaa Park �ar ppsa R C�br lb I _ • M.6 ark � dlpgt� • Brk � —y' �gq r An k F rC • Camr�Yna �f'm �n-�' ' •Y�' a • Birch + re L': ru+,51Err� E P � Park S N�xr�c AmlSgt� a Pg4 ' r' + PaciSc F�tttr t rL - � J4�4m4 yy r 1 L.-..-_.� ` - -'� l .--- Wndsa Paik � r l `Centennial Park @ ir e' e:�-,+ter., � i•.:r.r � � �'• Memorial Park l� I ...... J oeihi Park `_:I: `•I r.C!I I::.:Lt Adams Park ��� ,� 7riahyle Park '> Carl �hmt❑n er v! BOmo Park o a.s awe r,'; MAP 6-2: PARK CONDITION Joint -Use 5000151tes O WiViod intermediate School a Gaftd HemenlaiyAnml C0 4mvelt-Walker Elemenaq Schad ((0 Monk Vim E1wauseySchool E AladisonElemenwyStlwnl F GodMMr Nigh Schad G �khmefGemenlary3Nhao Legend CAyln odkole s - - Trall Corrldar radllry Pocket Parks Sa la h may Downie Heib Gard@n FRO Park 0 1711l Sireet%dnO Nd Falrmwirlangle Nahliat YeSdrailn6 McfadAeeTri %0Park Mapleand CkridenMal Faer¢se Park Fnends* Pad Galreld Fitness Park Urban Plazas Plan Call@ Cdalro Sasacer park k� Cvic center Special Use Facilities Santa Ana mo at Nenllm Pad N Santa Ana Stadwm tabci TennaCenter Heal Machum iennls C2nter 6.4 Support community health through effective maintenance protocols. a. Reduce or eliminate, where feasible, the use of pesticides and herbicides that negatively impact human health at parks and recreation facilities (GP) b. Continue to use of pesticides and herbicides selectively to maintain specialized recreation greenspace, such as sports fields. c. Prior to treating parks with pesticides or herbicides, inform the public through signage posted in impacted areas, direct mailers, and announcements on the City website, cable channels, publications, and the City's social media platforms. (GP) d. Prioritize maintenance tasks such as sanitation, janitorial care, trash and litter pickup, illegal dumping, debris removal, human and pet waste removal in parks. e. Install pet waste bag dispensers in all parks, especially near sports fields. If. Consider placing sharps disposal containers in key locations to minimize the health risk to staff and park visitors associate with used needles left in trash receptacles, landscaping, and playground safety surfacing. g. Steward trees and other shade 6.5 Steward natural resources and the City's tree canopy to support community safety, aesthetics, habitat, and ecological functions. a. Give added attention to the stewardship of natural resources in parks identified in the PMP. (See Appendix C.) b. Improve existing infrastructure that supports access to Santa Ana's natural areas and lakes, especially in high - use parks such as Centennial Park, as recommended in the PMP. c. Coordinate with other City agencies to develop, implement and maintain a citywide tree preservation ordinance and Urban Forestry Plan for parks and open space that supports air pollution mitigation, microclimate modification, noise reduction, recreation, and education. (GP) mar+(P�IhlknPrS ixnpdAu features to protect community health 1111110 I"'"; 11, " -^^, yrq Parks and racodrtles Provlded by(hhers Goad .I--' Far by minimizing heat and direct sun `Maimli0ads Freeways - Poor + City Council -.�51ffwd61veAna CRyParKsaAmv%rka Fall lR, r4 90 5/17/2022 r:+cF,lded 1n A,e„.,� Y Sirrrchlding Gilles and IJn+nmrporated Areas Scna01 %yoterpndlo SANTA ANA PARKS MASTER PLAN CHAPTER 6: SYSTEMWIDE RECOMMENDATIONS Exhibit 1 6.6 Implement best practices to support sustainability, climate resiliency, and green infrastructure in parks. a. Integrate drought tolerant or native plantings, waterwise irrigation, energy -efficient fixtures, design and maintenance efficiencies, and sustainable development practices to reduce water use and energy consumption. (GP) b. Implement environmental design practices such as integrating and maintaining native plants, additional trees, bioswales, and other natural and green infrastructure into targeted sites to support sustainability, reduced water and maintenance costs, natural resource protection, environmental education/ interpretation, and connections to nature. (GP) c. Work with partners to inventory, assess, protect, and restore habitat and significant natural resources in parks, trail corridors, and open space throughout the City to preserve vital ecological functions, improve water quality, protect habitat, and increase biodiversity. City Council d. Implement long-term climate adaptation strategies to prepare parks and natural resources for future climate change (e.g., increased extreme weather, warmer temperatures, wildfires, droughts, etc.). e. Encourage the planting of native and diverse tree species in public and private spaces to reduce heat island effect, reduce energy consumption, and contribute to carbon mitigation. (GP) 6.7 Manage parks to support park safety. a. Ensure the safety of park visitors and staff through facility upkeep, landscaping maintenance, surveillance, recreation and social service programs, and partnerships with public and private entities that address public safety and related issues in parks. (GP) b. Conduct public safety audits every three years to determine areas with the highest levels of crime; pursue funding to create public safety programs based on the recommendations from the audits. Avoid aspects of public safety that privatize or segregate open space and recreation facilities. (GP) c. Provide enhanced lighting, cameras, or other security features that would enhance the safety or perceived safety of parks, trails, and other public spaces. (G P) 14-91 d. Establish and expand a Park Rangers Program, staffed and operated by through PRCSA or Public Works in collaboration with SAPD, to strengthen the park security, address park safety as new parks and trails are developed, and enforce park rules and regulations. e. Consider the formation and/or strengthen neighborhood watch groups, park hosts, adopt -a -park volunteers, and similar program to increase eyes in parks. (GP) f. Create clear processes and tools for park visitors to report non -emergency park safety issues, facility condition issues, and maintenance concerns to staff. 6.8 Separate responsibilities and funding for open space maintenance, management, and beatification. a. To have a clearer picture of park investment needs, define and budget separately for the provision, maintenance, and management of non -park areas such as street medians and corridors, City gateways, landscaped areas, plantings around public buildings, hazard maintenance for vacant lands, etc. b. Audit funds spent on these additional open space areas, including acquisition, development, maintenance, and management, to see if adjustments are warranted to better support the City's investment in parks, recreation facilities, and trails. Exhibit A = i� SANTA ANA PARKS MASTER PLAN CHAPTER 6: SYSTEMWIDE RECOMMENDATIONS Exhibit 1 INITIATIVE 7: COLLABORATION Engage residents, partners, volunteers, local e. Explore formal public/public and public/ businesses, and other agencies in enhancing private partnerships with an equity parks and recreation opportunities. investor or contracted operators for 7.1 Increase community involvement major facility planning, development, through effective volunteer and partner operations, and reinvestment. engagement and management. a. Encourage residents, stakeholders, neighborhood groups, businesses, schools, social organizations, and public agencies to volunteer and partner or provide resources and support in the development, maintenance, and activation of publicly owned parks and recreation facilities. (GP) b. Develop a comprehensive partnership policy to guide protocols for establishing park and recreation partnership with public, private, and non-profit entities. c. Improve relationships and communication with partners, volunteers, and contract providers by providing dedicated staff time for volunteer/partner recruitment, coordination, and recognition. d. Identify and utilize multilingual and interactive community engagement tools, initiated through the PMP, for residents and facility users to provide ongoing input about open space needs, park design, facility improverc t ,ar%.L' ng. (GP) 7.2 Expand joint -use opportunities with schools. a. Coordinate with public school districts, private schools, and other community organizations to provide community members with access to recreational resources. (GP) b. Continue coordinating with Santa Ana educational institutions to identify joint -use opportunities for indoor and outdoor facilities, co -development opportunities for new parks and facilities, coordinated sport field scheduling, and opportunities to support joint program initiatives by sharing information and facilitating regular coordination meetings. c. Update the joint -use agreement with SAUSD to explore options to ensure public access to sports fields and outdoor facilities especially in park deficient and unserved areas. 14-92 7.3 Coordinate with others to identify potential solutions for improving recreation opportunities and greenspace in park deficient areas and for underserved demographic groups. a. Convene a work group that brings together City interagency staff, community leaders, and private enterprise to identify and evaluate acquisition opportunities, creating a status report and metrics to measure progress. (GP) b. Convene an interagency forum to coordinate and evaluate the feasibility for converting City -owned properties to parkland, with special focus in park deficient and environmental justice areas. (GP) c. Coordinate with public agencies, railroads, and utilities to determine the feasibility of acquiring the use of rights - of -way for restricted use as parks or trail corridors. (GP) d. Coordinate with property owners to explore permanent or temporary options to provide recreational opportunities in park deficient areas, including land purchases, land dedication, easements, land or facility leases, and/or temporary use agreement. (GP) e. Partner with community organizations to offer programs that are accessible to residents who live in areas underserved by open space and recreational facilities. f. Continue building partnerships with community -based organizations that administer social services to the elderly, youth, and other special needs groups; create use agreements for these providers to use public park facilities to meet the recreational and educational needs of these groups. (GP) 7.4 Continue coordinating with existing and new partners in the provision of recreation opportunities. a. Renew long-term lease agreements with the Orange County Flood Control District for the provision of bikeway and pedestrian trails. b. Continue the long-term lease agreement with the Delhi Center to provide programs in health, education, financial stability, and community engagement. c. Continue agreements with the Orange County Water Division and Centennial Education Center/SAUSD for the provision of land and facilities at Centennial Park. d. Strengthen relationships with surrounding cities to discuss potential options for coordinated trail, park and 17 Exhibit A SANTA ANA PARKS MASTER PLAN CHAPTER 6: SYSTEMWIDE RECOMMENDATIONS Exhibit 1 INITIATIVE 8: FUNDING Diversify funding, generate revenues, and f. Implement the funding and I. Revisit Santa Ana's Quimby 8.3 Identify dedicated funds for maintenance, support the capital and operational investment implementation strategies described in requirements as defined by the operations, and asset management. needed to enhance the park and recreation the PMR (See Chapter 8.) Santa Ana Municipal Code. Under a. Ensure that funding is earmarked for system. g. When pursuing voter -approved tax the Quimby Act, Government the repair, replacement, and renovation 8.1 Increase funds and resources to enhance initiatives, diversify the funding request Code Section 66477, cities may of old or worn amenities, facilities and the parks and recreation system. to include a mix of projects that will require that subdivisions dedicate landscaping in parks when needed or increase popular support. Consider three (3) acres per 1,000 residents at the end or their lifecycles. This would a. Explore and pursue all available new park acquisition and development, for neighborhood and community include deferred maintenance and new funding, including nontraditional improvements to popular existing parks, park use. capital projects. (GP) funding sources, for park acquisition, Santa Ana Zoo enhancements, sports ii. Update the Residential facility development, programming, projects, and trail development. Development Fee Ordinance for b. Ensure that funding, staffing, and other and maintenance of existing and new resources are available to maintain, parks and trails. (GP) 8.2 Create a cohesive strategy for land large residential projects to require operate, and program existing parks dedication, acquisition, maintenance and public parkland within the City and facilities, as well as new ones when b. Establish a 501(c)(3) Parks and operations for new parks and trails. limits and a 10-minute walking added to the park system. (GP) Recreation Foundation to establish distance of the new residential fundraising support for Santa Ana's a. Set aside park funding in an established projects. (GP) c. Seek grant funding to improve park park system. Identify communication Park Opportunity Fund to leverage iii. Allow developers a reduction safety and facility condition, integrating protocols, roles and responsibilities, for matching grants and have monies in on -site open space by giving projects into the Capital Improvement and bylaws. (GP) available when opportunities arise credits for park land for public use. Program each year. (GP) c. Continue to leverage and support the for new park acquisition. Incorporate Establish a process and program d. Identify and implement permitting fees efforts of the Friends of the Santa Ana General Funds, cannabis revenues, and to incentivize developers to for vendors, concessionaires, sport Zoo (FOSAZ). private donations (GP) provide additional on -site and/or trainers, private recreation providers, b. Complete a Nexus Study to evaluate the publicly accessible open space to photographers, filmmakers, and others d. Expand staff capacity for grant writing, fees required by the City's Residential create public park land and open who use City parks and facilities to grant management, solicitation of Development Fee Ordinance and adjust space. Research and collaborate support their businesses or affiliated sponsorships and donations, and them to better reflect current costs and with residents, developers, and services. exploration of new revenue sources. needs. Update requirements regarding community organizations to design e. Increase the financial sustainability of the e. Collaborate with Public Works to where fees are spent. (GP) (See Chapter and implement an open space Santa Ana Zoo by increasing operational encourage the use of transportation 8.) As part of this process, consider the density bonus to incentivize the revenue streams (admission, programs, funding, (State and Federal), matching following: creation of additional on -site membership, rides, rentals, gifts, events) grants, private funds, and other open space in exchange for more and donations. funding sources to build the trail density in the project. (GP) network. City Council 14 — 93 5/17/2022 Exhibit A SANTA ANA PARKS MASTER PLAN CHAPTER 6: SYSTEMWIDE RECOMMENDATIONS 8.4 Identify funding efficiencies and strategies through sound planning and financial decisions. a. Develop a fee philosophy and cost recovery strategy for programs and rental facilities to reflect changing market conditions and the community's ability to pay. b. Develop annual business and operations plans, including tracked recreation participation revenues, to inform annual budgeting and facility operations. City Council c. Prior to the development, renovation, or assumption of a major new facility (e.g., one that requires and investment in staffing and programming), develop a business plan and market study to assess funding and operational requirements. d. Carefully evaluate proposed partnerships to minimize the City's short- and long- term risk and operational commitments. e. Enhance and leverage parks and events to support City prosperity, economic impacts from visitation, and the recruitment of new residents and businesses. 14-94 Exhibit 1 r ! A�Y►P w �: Exhi�'_��" SANTA ANA PARKS MASTER PLAN CHAPTER 6: SYSTEMWIDE RECOMMENDATIONS ` � 1. ,�.�'��� � j�.•r� ,. ^'r;' ,.� •��' `"+� ' ` NOF tali �k1�p :Fi'i"x1►r4' .. ' f y i,�'�-'--��� AW i� ����� • ��*. i .'7.. _' ... 7Ytf'�;.. - r} �� lk&�G�i'u�i.`it�i�F �i. C?�Y,_� � �- -s * �A �`p� 1, ,�• : � , . E ' ��` �' �I�"mot b �•A''�``"31�`�A� '.. r � � a "`ems ., �6�. . �A v34' �._ �� �.5��'� ` `•} �b�3:;'','`� ;� h��� , 1:a '4 4� r - a �\ � 4,�• w��i ; `S�K .'�.• ..k 9'�".`i�f.� .'.>•l�'R; _�' .. �`'y�:�.� - �i�+"•v�{�111F+ 741, . - fR , r. : P `I ''�V ' ..^ f • 1� + y7'YS^y1�S .� I>� `I Y` SITE , --' ; ® RECOMMEnDATIOnS 5 irq i. 1 1 I This chapter summarizes recommendations for existing and proposed parks, introduces park acquisition and development - - guidelines, and shares case studies to model options for future park transformations. Strategically acquired, developed, and renovated parkland and recreation facilities will enhance Santa Ana's park and recreation system. • • 1 162 SANTA ANA PARKS MASTER PLAN CHAPTER 7: SITE RECOMMENDATIONS 163 Exhibit 1 PARKLAND RECOMMENDATIONS Over the next 10 years, the City of Santa Ana will enhance its park system through new park acquisition and development, as well as through improvements, enhancements, and/ or restoration of existing sites. All parks and facilities also will require quality maintenance, and the desired maintenance level of service for a site may change once a park is developed or improved. All sites also will require the City's ability to replace or reinvest in amenities and facilities at the end of their lifecycles. The Park Master Plan describes these types of recommendations to support quality parks and recreation opportunities for all. A detailed site recommendations matrix, presented in Appendix C, identifies site interventions, capital projects, and maintenance needs for every existing and proposed park site for the City's future park system. It categorizes recommended capital projects to make it easier to identify the range and types of funding that may be needed to carry out these recommendations. (See Chapter 8 for details on estimated costs and funding options.) City Council PARKLAND RECOMMENDATIONS BY CATEGORY Appendix C defines recommended projects by type and presents a matrix to show how these recommendations apply to each existing and proposed park site. Recommended Site Interventions • Site Intervention: Explore opportunities to expand existing parks, enhance recreation features to attract residents from greater distances, and/or improve access to existing sites where noted. These are the interventions to existing parks that will help serve the park gap areas and increase parkland as noted in Chapter 4. The following apply to existing sites only: • Expand site • Enhance the park to serve a greater area (and attract residents from farther away) • Improve access 14-96 Recommended Capital Projects • Acquire/Develop: Where noted, obtain new parkland, design and develop parks (either alone or through partnership), and build new major facilities where recommended. Action items include: • Acquire or expand park • Master plan or design park • Develop park • Develop park or facility through partnership • Add major facility • Improve/Enhance: Renovate key parks to improve aging and old infrastructure and add to the recreation opportunities available at key sites. As noted in Appendix C, the scale of improvements may range from improving comfort amenities, to making minor or major site renovations, to renovating major facilities. Action items include: • Improve comfort amenities (benches, tables, restrooms, etc.) • Make minor enhancements • Make major enhancements • Renovate a major facility • Repair/Restore: Revitalize declining landscape areas and convert turf to native plantings to reduce water costs. Action items include: • Convert turf to native plantings • Enhance landscaping and plantings Ongoing Stewardship • Maintain: Provide a standard or enhanced level of maintenance for developed facilities and steward natural areas, lakes, and the tree canopy with particular attention on key sites with more extensive natural features. Different levels of maintenance are noted: • Standard maintenance • Enhanced maintenance • Natural resource stewardship • Reinvest/Replace: Set aside funding for the replacement of old, damaged, or worn facilities in all existing, planned, proposed and expanded parks to have funds on hand when needed. All sites should be included in asset management. 5/17/2022 ® SANTA ANA PARKS MASTER PLAN CHAPTER 7: SITE RECOMMENDATIONS Exhibit 1 SUMMARY OF PARKLAND RECOMMENDATIONS Over the next ten years, most parkland in Santa Ana will need some level of improvements to continue to meet growing recreation demands and needs. Additionally, extensive resources should be invested in the acquisition, design, and development of new parkland to serve residents in currently unserved areas. As shown in Table 7-1, the PMP recommends various capital projects and maintenance at 48 existing parks and 34 new parks. To see where the greatest efforts are needed, Figure 7-1 summarizes the percent of existing, planned, proposed and expanded park sites recommended for the capital projects. Specifically, the most sites (35) are recommended for park master planning and design, because site plans and construction documents will be needed for all new parks plus existing parks slated for extensive renovations. Thirty (30) sites should be acquired or expanded, and because some sites have already been acquired, 33 sites are recommended for development. FIGURE 7-1: RECOMMENDED CAPITAL PROJECTS BY CATEGORY (PERCENT OF SITES INVOLVED) % OF SITES RECOMMENDED FOR THESE CAPITAL PROJECTS 50 % 43 % nnw_ 40% 30% 20% 10% 0% oy y eP wf cAy Qaca e e�e s0e o o i`°,4e e �ecey e °A oorc�y�1 al° e �a Qc e \ e°eo �.lo iQt°J Crake Cra oe 0 oa City Council 14-97 TABLE 7-1: NUMBER OF PARKS PROPOSED FOR IMPROVEMENT BY PARK TYPE EXISTING Citywide Parks (5) Community Parks (17) Neighborhood Parks (11) Pocket Parks (8) Urban Plazas (3) Special Use Facilities (4) 2 3 1 3 5 5 3 3 5 3 5 4 3 1 1 9 7 4 10 10 17 17 8 2 3 6 1 2 11 11 1 1 5 1 8 8 1 1 2 3 2 1 4 4 SUBTOTAL 7 8 6'1100000I19 21 9 14 15 20 28 3 48 PLANNED, PROPOSED AND EXPANDED PARK SITES Citywide Parks (3) 3 1 3 3 1 3 Community Parks 5 5 6 6 6 (6) Neighborhood 9 10 10 10 10 Parks (10) Pocket Parks (13) 13 13 13 13 13 Urban Plazas (0) 0 Special Use 2 1 2 2 2 Facilities (2) EPMW-WMW 0 1F1W'P'F■■■■■■9 23 11 1 34 ® SANTA ANA PARKS MASTER PLAN AM- CHAPTER 7: SITE RECOMMENDATIONS Exhibit 1 While the types of capital projects emphasized are new acquisition, design, and development, all capital projects together will affect more existing sites and existing park acreage (Figure 7-2). FIGURE 7-2: PERCENT OF EXISTING AND PROPOSED SITES AND ACREAGE IDENTIFIED FOR CAPITAL PROJECTS SITES . Existing Parks ACQUISITION AND EXPANSION ACRES Planned, Proposed, and Expanded Parks The Parks Master Plan recommends an aggressive strategy to acquire more parkland over the next ten years. Specifically, the City of Santa Ana should strive to add approximately 173 additional acres of parkland, which would grow the park system to 532 acres. If achieved, this would increase the City's park system by 32.5%. It would provide parkland level of service of 1.5 acres per 1,000 residents. While residents would like to see the City of Santa Ana invest in more parkland over time, this represents and aggressive 10-year acquisition strategy. FIGURE 7-3: RECOMMENDED PARKLAND ACQUISITION AND EXPANSION BY PARK TYPE NEW PARKLAND (ACRES) Special Use Facilities I . Additional Acres Pocket Parks Neighborhood Parks Community Parks Citywide Parks 0 20 40 60 80 100 120 PARK MAINTENANCE All parks will require some level of park maintenance. The City of Santa Ana should identify the additional operations funding needed before developing new parks. Figure 7-4 illustrates recommended maintenance. All Citywide and Community Parks should receive an enhanced level of maintenance to take care of specialized assets and support heavier or more frequent use, including events and programs. All other sites should receive a standard level of maintenance. Natural resource stewardship applies to parks with significant natural resources. (See Appendix C for details on recommended maintenance tasks and frequencies). FIGURE 7-4: MAINTENANCE NEEDS AT EXISTING AND PROPOSED SITES 60 % 50% 40% 30 % 20% MAINTENANCE RECOMMENDATIONS (% OF SITES) 52% Figure 7-3 shows the amount of acreage recommended for acquisition or expansion by park type. 10% 5% The greatest opportunity for adding park acreage is associated with acquiring and developing the Willowick Golf CQ-- — a rr,,- irao PnrU 0 % City Council 14 — 98 Maintenance Maf ten nce 5/1S'tA�6aid?-F Exhibit A SANTA ANA PARKS MASTER PLAN CHAPTER 7: SITE RECOMMENDATIONS Exhibit 1 RECOMMENDATIONS FOR TRAILS AND JOINT -USE SCHOOL SITES While not counted as City parkland, off-street trail corridors and joint -use school sites are anticipated to play an important role in the future park system. As noted in Chapters 4 and 5, trails are proposed to enhance connectivity and access to parks. Increasing the number of joint -use school sites is proposed as a cost-effective way to ensure recreation opportunities are available in park gap areas where schools are well situated to meet local needs. Table 7-2 presents the recommended and current mileage and/or acreage associated with these existing and proposed assets. TABLE 7-2: SUMMARY OF RECOMMENDATIONS FOR PROPOSED TRAIL CORRIDORS AND JOINT -USE SCHOOL SITES ,TRAIL CORRIDORS Existing Trail Corridors Proposed Golden Loop Trail Proposed Key Connection Trails Subtotal FOINT-USE SITES im Existing Joint -Use School Sites Proposed Joint -Use School Sites Subtotal ACREAGE MILES 23.3 12.8 8.2 4.5 37.5 20.6 68.9 37.9 ACREAGE wr 13.3 42.0 55.3 NUMBER OF SITES 9 26 35 Note(s): 'Acreage for Key Connection Trails and the Golden Loop Trail is calculated based on an average corridor width of 15 feet. 3 Acreage for Joint -Use Schools are based on counts of 18 elementary sites atone acre each, plus eight intermediate or high school sites at three acres each. These planning level estimates are based on the range of sizes of existing joint -use sites. City Council M •• ACQUISITION, DESIGN AND DEVELOPMEN GUIDELINES The City of Santa Ana is poised to increase its investment in parks, providing more and better greenspace and recreation facilities across the community. The magnitude of this investment is huge, as shown in the numbers of recommended planned, proposed or expanded parks noted. To guide new park acquisition and development, plus the renovation of existing parks, the PMP defines Level of Service (LOS) standards and policies (Chapters 5 and 6) and introduces new guidelines for park acquisition, design and development (Appendix D). Park guidelines channel the values and aspirations of Santa Ana residents to help the City make decisions about future recreation and open space acquisitions, improvements, and adjacent uses. Given Santa Ana's deficiency in park space, the City of Santa Ana should consider all options to acquire additional parkland. However, this does not suggest that the City should acquire any or all lands available. The new guidelines present a strategic approach to expanding and enhancing parkland. ACQUISITION GUIDELINES Appendix D presents clear guidelines for land acquisition. These consider the following principles: • Land Suitability: Ensure the intended site has the topography, size and shape desired for recreation use and is not overly hampered by easements or development restrictions. • Land Value: Before investing in a site, ensure the return on investment warrants the cost. Avoid sites affected by contamination, safety hazards, or existing development that is too costly to renovate and revitalize. • Recreation Value: Seek sites that support park uses and community recreation needs. Avoid acquiring "landscaped areas" intended only for beautification. • Location: Seek sites that are reasonably centralized to the areas they intend to serve, avoiding adjacencies such as busy roadways and nearby uses that may restrict site uses. 5/17/2022 Exhibit A III 0 SANTA ANA PARKS MASTER PLAN CHAPTER 7: SITE RECOMMENDATIONS Exhibit 1 DESIGN AND DEVELOPMENT GUIDELINES The guidelines presented in Appendix D provide direction for park development systemwide as well as parks by classification. In addition to these guidelines, site master plans, facility designs, and business plans may be needed to provide additional design guidance, and all projects should adhere to national, state and local regulations. Guidelines are built on the following principles: • Inclusivity: Integrate design features and facilities to ensure parks are welcoming and engaging for residents and visitors of all ages, ethnicities, cultures, abilities, and incomes. • Universal Access: Create equitable points of access and opportunities for people of different abilities, ages, and incomes to experience each site, considering all options of modality and accessibility. Meet and, where possible, exceed the standards of the Americans with Disabilities Act (ADA) to provide parks and facilities that accommodate multigenerational groups and people with mobility issues, sight, and hearing impairments, allergies, and other special needs. • Heritage and Diversity: Integrate Santa Ana's culture and identity within the thematic approach to site design, the use of materials, the inclusion of public art and interpretive elements, and/or the choice of recreation elements and support features. City Council • Gathering Places: Diversify and provide various scales and types of gathering spaces throughout the park system, creating opportunities for individuals to pause, for groups to gather, and for residents and visitors to celebrate and play. Consider both reservable and drop -in gathering spaces. • Comfort and Use: Provide support amenities such as shade, bike racks, trash receptacles, benches, and restrooms where appropriate by park type to allow people to gather and stay for longer periods. • Safety: Implement Crime Prevention through Environmental Design (CPTED) strategies and enhance park safety through playground design, crime prevention technology, night lighting, natural surveillance, unobtrusive landscaping, and increased staff, police, and community -based patrols if needed. • Recreation Variety: Provide a mix of active and passive recreation opportunities to serve a variety of recreation interests. Balance energetic, programmed active use sites with spaces designed for contemplation and quiet social gatherings. • Landscape Design: Balance both natural and manicured landscapes as appropriate in each park. Reserve ornamental plantings and annuals for the City's most visible, high - use parks. Integrate more low -maintenance, drought -tolerant plantings and native plant species into other parks to reduce systemwide maintenance costs. • Park Greening, Trees, and Native Plantings: • Continuity in Furnishings: Establish Protect green space in parks by balancing the use of native plantings, turf, trees, and landscaping to promote aesthetics, connect people to nature, reduce stress, and improve site ecological function. Plant and protect native or large canopy trees to provide shade, break the wind, and reduce urban heat in the summer • Connections to Nature: Create opportunities for residents and visitors to connect with nature, both physically and visually, including the expansion of pollinator patches, protection or integration of native plants, and protection and access to natural areas. Note by park type what portion of a site could remain natural vs. developed for recreation uses. • Sustainability: Incorporate sustainable landscaping and facilities that limit water usage and energy consumption, such as drought -resistant landscaping and low impact development. • Function over Form or Space: Balance artistic design and site beauty with needs to provide functional park spaces and facilities with reasonable maintenance costs and a high return on the investment. Avoid acquiring spaces that cannot be enhanced to provide quality park space and recreation value. and integrate a consistent furnishing palette systemwide and by site for ease of maintenance (including items such as seating, light fixtures, trash receptacles, bike racks, etc.), but allow for variations in high -use parks to signify key nodes within a given park or to emphasize a unique park theme or identity. • Maximizing Impact: Consider the ability of parks to support community aesthetics, support quiet spaces separate from the busy urban buzz, provide cooling spaces, preserve trees and ecological quality, while also meeting recreation needs. • Flexibility of Use: Allow for a variety of programmed and self -directed activities to occur by not precluding activities with unnecessary physical constraints or regulations. • Adaptability: Design multi -use spaces and facilities to be easily adaptable to address changing community needs overtime. These guidelines build on the information presented in Chapter 5 regarding the integration of recreation elements that will add to the diversity, character, social experiences, and recreation value of Santa Ana's parks. 14 — 100 5/17/2022 ® SANTA ANA PARKS MASTER PLAN Exhibit A CHAPTER 7: SITE RECOMMENDATIONS Wqp� qQw p im 40 Exhabot A SANTA ANA PARKS MASTER PLAN CHAPTER 7: SITE RECOMMENDATIONS Exhibit 1 New trends in park design favor diversifying play opportunities to include playable art, pop-up play spaces, nature play elements, colorful safety surfacing, unique climbers, sand + water play, added topography, and universal play elements. City Council A variety of active recreation opportunities should be provided in Santa Ana's parks to support community health, fitness, and diverse cultural needs. New trends include the provision of futsal, pickleball, bocce, badminton, sepak takraw, tai chi, tricycle and big wheel tracks, bike pump tracks, fitness equipment, and other features in addition to more traditional sports fields and courts. r r�S j �v y ,. 5/17/2022 1� 4` 1 ® SANTA ANA PARKS MASTER PLAN CHAPTER 7: SITE RECOMMENDATIONS jot GOLF COURSE CONVERSION 6,Exhibit 1 CASE STUDY CRAIG RANCH REGIONAL PARK, NORTH LAS VEGAS, CA As recreational leisure trends have changed through the years and water conservation has become critical, the conversion of aging golf courses to parkland has become a welcome option for many cities. The following project showcases a 40-year-old,132-acre private golf course that was transformed into a well -loved landscape to serve the Las Vegas community's diverse population. A similar prospect exists with the Willowick Golf Course and presents opportunities to incorporate larger recreational features that typically require more land. These include features such as soccer and cricket fields, space for large open outdoor events, larger dog parks that can create two to three areas for different sized dogs, disc golf, full-size basketball courts, restroom and concession buildings, natural areas for passive recreation, and ecological improvements such as bioswales, butterfly gardens, bird habitats, and native plantings. _ A 50,000 square -foot skatepark was designed to accommodate both skaters and BMX riders with similar elements. A custom children's play area referenced the local flora and fauna, creating a popular destination for families. The City of North Las 1 �+f,'1jjPT*W*,;e acreage inherited from a former golf course to create an extensive regional park with sports fields, skatepark, playgrounds, dog park and gathering spaces. SANTA ANA PARKS MASTER PLAN CHAPTER 7: SITE RECOMMENDATIONS PARKING LOT CONVERSION CASE STUDY TOWN AND COUNTRY RIVER PARK, SAN DIEGO, CA In most cities, surface parking lot pavement traps heat and creates an impervious surface where oils and pollutants run off into the surrounding environment. To address deficiencies in park acreage, more efficient parking solutions can be developed allowing surface lots to be reclaimed as park landscapes. In San Diego, underutilized surface parking lots were converted to Town and Country River Park. The new park provides both recreational and ecological benefits for the community. Where there was once a parking lot, San Diego residents now enjoy spending time in a beautiful new park that helps to support the health of the nearby river habitat. 180 NEIGHBORHOOD/POCKET PARK ALONG TRAIL CASE STUDY ORION PARK, CHULA VISTA, CA These smaller sites provide opportunities to bring recreational park space into existing trail systems. These smaller parks are accessible to the neighborhood community and enhance the trail experience. Orion Park is an excellent example of a greenbelt trail that ties seamlessly into a neighborhood park, providing recreational opportunities for all ages. This project also demonstrates the trend through which parks are funded and built by private developers and turned over to the city as a public parks after construction. Additional opportunities include the ability to include amenities such as dog runs, par courses, picnic areas, outdoor fitness stations, and active and passive play areas for all age groups. Orion Park features a colorful play area and restrooms surrounded by a rain garden that filters stormwater. C•i.7 nile itial 181 Exhibit 1 PARKING LOT CONVERSION CASE STUDY TOWN AND COUNTRY RIVER PARK, SAN DIEGO, CA EXISTING PARK EXPANSION CASE STUDY SANTA ANITA PARK, SANTA ANA, CA In most cities, surface parking lot pavement traps heat and creates an impervious surface where oils Where existing parks occur, surrounding may become available for acquisition by the City, providing and pollutants run off into the surrounding environment. To address deficiencies in park acreage, potential opportunities for park expansion. This may be achieved through building support, funding more efficient parking solutions can be developed allowing surface lots to be reclaimed as park and partnerships as illustrated in the example below of the Santa Anita Park. landscapes. In San Diego, underutilized surface parking lots were converted to Town and Country The new park provides both recreational and ecological benefits for the community. Where there was once a parking lot, San Diego residents now enjoy spending time in a beautiful new park that helps to support the health of the nearby river habitat. The existing site for T+i; N ri con sistOFMen> ve surface parking lots located adjacent to the San Diego River. •_ `'eft. �:.. �a .4 t The City of North Las Vegas re -purposed the acreage inherinO a former golf course to create an extensive regional park with sF fields, skatepark, playgrounds, dog park and gathering spaces. If expanded, visibility into Santa Anita Park would be improved and additional recreational opportunities could be provided. 182 ADDITION OF SMALL-SCALE RECREATION AMENITIES CASE STUDY EL CAJON 2030: CONNECTING PEOPLE WITH PARKS, EL CAJON, CA Asa recipient of the first round of NRPA and TPUs 10-Minute Walk Planning and Technical Assistance grants, the City of El Cajon created a plan to increase access to parks for everyone in the city. El Cajon is a built- out city with diverse residents and a legacy of limited and varyingly distributed parkland. Consequently, the new plan introduced innovative options to add parkland, including creating small - footprint parks, adding small-scale park amenities to available spaces, repurposing underperforming spaces, and increasing joint -use opportunities with schools and public facilities. The City explored adding small recreation and gathering spots that support fitness and play near homes, along trails, at the edge of school campuses, in utility corridors, and in other public spaces. For smaller settings, specific play elements may stand alone or be one of a series of experiences linked by a trail system. Connecting People with 'arks 184 V Jp - ., ;, Ae , ACTION PLAN This chapter presents capital and - =Wo operations costs, prioritization criteria, and potential funding strategies to create a short-term action plan for implementation. A substantial investment in existing and new parks and facilities is needed to achieve the community's vision for parks and recreation. CHAPTER 8: ACTION PLAN 187 PARKLAND CAPITAL AND OPERATIONS COSTS Building Santa Ana's future park and recreation system will require substantial funding beyond the resources the City currently invests in parks, facilities, and programs. Appendix E introduces the planning -level cost estimates associated with PMP recommendations. The estimates are based on order -of -magnitude costs to assist in evaluating and prioritizing projects for future consideration in the City's Capital Improvement Plan (CIP). Costs are in 2022 dollars not accounting for inflation. Recognizing the current volatility of pricing and supply chain issues, these costs provide general guidance for project planning. These costs will inform conversations, budgeting, and level of service decisions for parkland only. The PMP does not include costs for: • Trail corridor acquisition, development, or maintenance, which are calculated in conjunction with transportation planning • Capital or operations dollars for any type of partner investment in joint -use school sites • Programs and events to activate parks The total planning -level capital cost for implementing the improvements recommended in Chapter 7 and Appendix C is approximately $679.2 million (Table 8-1). Nearly $5.2 million annually would be needed to maintain the system when built out. Another $6.3 million should be set aside annually to have funds on hand to repair and replace old or worn facilities at the end of their lifecycle. TABLE 8-1: CAPITAL AND OPERATIONS COST SUMMARY FOR EXISTING AND PROPOSED PARKS Existing Park Sites Planned, Proposed, and Expanded Parks $127.8 million $3.7 million $4.4 million $551.4 million $1.5 million $1.9 million 5/17/2022 ® SANTA ANA PARKS MASTER PLAN CHAPTER 8: ACTION PLAN Exhibit 1 CAPITAL COSTS Capital costs represent one-time costs to acquire, develop, build, or renovate park infrastructure and features. Because some funding sources are restricted in the type of expenditures they can support, it is important to consider capital costs separately from operations costs. The high capital costs shown in the Park Master Plan reflect the current costs of land acquisition in Santa Ana, plus the higher -than -normal development costs that park agencies are seeing in 2022. While Chapter 7 noted that more recommended projects affect existing park sites and acreage, the greatest cost by far is associated with planned, proposed, and expanded parks (Figure 8-1). The greatest investment by park type for both existing and proposed parks is in Citywide Parks (Figure 8-2). The greatest cost is associated with land acquisition, followed by the development of new or expanded parks (Figure 8-3). FIGURE 8-1: CAPITAL COST BREAKDOWN FOR EXISTING AND PROPOSED PARKS $600,000,000 $500,000,000 $400,000,000 $300,000,000 $200,000,000 $100,000,000 $0 CAPITAL INVESTMENT Existing Parks Planned, Proposed, and Expanded Parks Capital Investment FIGURE 8-2: CAPITAL COST BREAKDOWN FOR EXISTING AND PROPOSED PARKS BY PARK TYPE CAPITAL COSTS FOR EXISTING PARKS Citywide Parks Pocket Parks CAPITAL COSTS FOR PLANNED, PROPOSED & EXPANDED PARKS Community Parks Urban Plazas Neighborhood Parks Special Use Facilities TABLE 8-2: CAPITAL COSTS BY RECOMMENDATION (DOLLARS IN MILLIONS) Existing Park Sites $5.3 $14.3 $20.0 $0.3 $19.9 $56.3 $8.3 $3.4 Planned, Proposed, $372.1 $12.5 $154.3 $7.5 $5.0 and Expanded Parks City Council 14 — 109 /17/2022 MM Exhibit ® SANTA ANA PARKS MASTER PLAN CHAPTER 8: ACTION PLAN Exhibit 1 PROJECT EVALUATION AND PRIORITIZATION These capital costs —and associated operations cost —exceed what the City will be likely to implement in the next ten years. To assist the City in focusing on priority projects, the PMP introduces a two-step evaluation process for evaluating and prioritizing recommended capital projects. Since this Master Park cannot anticipate all project needs as circumstances change over the next ten years, this evaluation framework will help vet new projects as they arise. Projects that are consistent with PMP initiatives may advance to Step 2. Projects aligned with multiple PMP initiatives are important. However, projects that meet multiple criteria in Step 2 are most likely to be implemented quickly. For this reason, Step 2 is weighted more heavily. Final scores should be used to sequence capital projects in annual capital improvement planning and budgeting. TABLE 8-3: TWO-STEP PROJECT EVALUATION AND PRIORITIZATION SCORECARD STEP 1: ALIGNMENT WITH PMP INITIATIVES Check if 1 point Does the proposed project address one or more of the following Parks Master Yes each Plan Initiatives? Parkland: Acquire and develop parks to create an integrated park and recreation system. Equity, Access, and Environmental Justice: Ensure that all residents in Santa Ana have equitable access to inclusive parks and healthy recreation opportunities that serve all ages, abilities, and unserved or underserved areas in the city. Trail Connectivity: Create a walkable, bikeable, and interconnected city by creating a network of off-street bike and pedestrian trails. Recreation Diversity: Create unique and vibrant parks and recreation facilities that reflect the character, identity, and needs of Santa Ana's diverse community Activity: Facilitate events, programs, sports, and indoor and outdoor recreation activities to support community health, fitness, empowerment, development, and lifelong learning. Stewardship: Manage and maintain Santa Ana's parks and recreation assets through good stewardship, proactive asset management, and the wise use of resources to support a sustainable, resilient, safe, and comfortable park system. Collaboration: Engage residents, partners, stakeholders, volunteers, and local businesses in enhancing parks and recreation opportunities. Investment: Diversify funding, generate revenues, and support the capital operational inveell r�g�rhance the park and recreation system. 14 — 110 TABLE 8-3: TWO-STEP PROJECT EVALUATION AND PRIORITIZATION SCORECARD (CON'T) STEP 2: ALIGNMENT WITH PARK SYSTEM REALITIES How well does the proposed project address the following criteria? Safety and Use: Does the project improve park safety or restore use? Feasibility: Does the project use or leverage available resources, such as existing staffing or volunteers, equipment, sites, and facilities? Existing Opportunity: Can the City implement the project using existing park space or available public space (e.g., property already acquired, vacant lands, existing rights of way)? Funding Availability: Does the project leverage existing funding for implementation, such as City capital and operations funding, grants, partnerships, and donations? Cost Savings: Does the project reduce costs, increase revenues, increase sustainability, or increase maintenance and operational efficiencies? Ease of Implementation: Can the project be done quickly and easily (i.e., are advanced planning, feasibility studies, and permitting already completed)? Acquisition Urgency: Does the project acquire parkland while the opportunity exists to do so? (or before the opportunity is lost?) Value: Does the project deliver high value for the cost or resources needed, relative to other projects? City Priority: Does the project coincide with or support another City project or City Council initiative? Community Priority: Does the project provide or renovate a high -use, popular park or facility to address top community needs (e.g., sports fields, event space, play areas, trails, dog parks)? Multiple Benefits: Does the project benefit a large number of people and/or support multiple or flexible uses? Underserved or Underrepresented Groups: Does the project serve underrepresented groups or unserved geographic areas to balance park access and provide equitable opportunities for all? Check if 2 points Yes each CHAPTER 8: ACTION PLAN Exhibit 1 GENERAL FUNDING STRATEGIES The City of Santa Ana does not have the capital or operations funding needed to provide the parkland level of service desired by the community. To build recommended features, sustain the community's investment in existing resources, and keep Santa Ana's parks safe, clean, and green, the City must identify additional sources of funding. Eight funding strategies are noted below. DEVELOP PARTNERSHIPS The City has active and ongoing partnerships and long-term lease agreements that support existing parks and joint -use school sites. As noted in Chapters 4 and 5, the City should consider additional joint -use agreements to support access to greenspace and recreation facilities in many gap areas, since it is not financially feasible to the City to acquire parkland in all unserved areas. SEEK SPONSORSHIPS AND DONATIONS In addition to traditional partnerships for facility development, the City should explore all options to increase philanthropic contributions to Santa Ana's park system. The establishment of a 501(c)(3) Parks and Recreation Foundation would introduce new fundraising support for City parks, facilities, and programs. In addition, the City of Santa Ana could offer to sell naming rights to large new parks and/or major facilities. Business sponsorships —in exchange for marketing promotion through signage, the agency's website, or other agency materials such as the recreation guide —present another opportunity to increase revenues. INCREASE RESOURCES FOR NEW DEVELOPMENT The City should update its Residential Development Fee Ordinance to increase funds available for park acquisition and development. Since this is a critically important source of funding for implementing the PIMP, the next section of this chapter provides guidance on fee changes. CONSIDER BONDS AND DEBT FOR CAPITAL IMPROVEMENTS For the portion of park projects left unfunded by fees and charges, the primary alternative to consider is bonded debt. The City has two options for funding bonds to provide the capital resources needed for projects. The first and most common is the General Obligation (GO) bond which requires voter approval for property taxes to cover the repayment. The second, called full faith and credit, or bonds approved by the City Council only, require repayment from the general operating funds of the City (with income from existing taxes and fees). INCREASE FEES AND CHARGES As noted in Chapter 5, RCSA recently completed a Service and Financial Sustainability Study to evaluate cost recovery targets for facility operations, programs, and services. That Several recommended projects may be eligible document provides guidance for increasing PURSUE GRANTS STRATEGICALLY In conjunction with the park impact fee study, Santa Ana's Municipal Code should be revisited to determine whether Santa Ana's parkland dedication requirements should be amended under the Quimby Act, Government Code Section 66477, which allows cities to require subdivisions dedicate parkland sufficient to provide up to three (3) acres of park area per 1,000 subdivision residents. DIVERSIFY FUNDING for grants tied to Land & Water Conservation revenues through fees and charges. In addition, recommendations in Appendix E Fund (LWCF) or transportation grants. Typically, In addition to the General Fund dollars that show where additional partnerships may be grants applications are competitive processes typically support Santa Ana's parks and related IDENTIFY SUSTAINING FUNDING warranted to share costs with the SAUSD in that fund only capital costs. Some grants services, Proposition 68 funding, cannabis As the City brings new parks and facilities the development of a new Aquatic Facility at require a City to commit to the maintenance funding, and funding reserved for stormwater g, 9 online, it will need additional maintenance and Centennial Park. In addition, the City of Santa and operation of the resulting facilities into and non -motorized transportation projects P P 1 operations funding to maintain and sustain city Ana should actively seek equity partners for all perpetuity (as in the case with LWCF grants). all provide additional revenues that could p arks. Landscape and Lighting districts (LLD's) and P P 9 9 major facility development and/or renovations, Most grants also require matching funds. To be support park projects. Most of these funds Community Facilities District (CFD's) establish a tax plus identify other partnerships to expand effective at competing for grant funding, the are restricted in how they can be spent. For basis to collect maintenance funding. However, Santa Ana's recreation opportunities. For City will need to invest staff time in tracking le, Santa Ana's cannabis funding P 9 is these districts are typically established when new outdoor facility development, the City should and applying for grants. earmarked for youth services, but these funds residential areas are developed. It is more difficult P look for community -based organizations may be used to support infrastructure that to obtain voter approval for maintenance districts willing to sponsor facilities aligned with group support youth programs. in established residential areas. They City should interests. Typically, this involves a donation explore various taxing strategies, such as operational of capital funds, but it may also include IPy4P whirh ma cii nrt ark m �, ,LpfLp_.aintenance. operations fundin0jtyl U-nyJ#ort. 14 — 111 5/17/2022 CHAPTER 8: ACTION PLAN Exhibit 1 RESIDENTIAL DEVELOPMENT IMPACT FEE The City of Santa Ana's Residential Development Impact Fee is an important source of funding for parks and recreation facility improvements. The fee program, originally adopted in the 1980s, levies development impact fees on new residential development projects for the purpose of constructing parks and recreation facilities to serve the needs of new City residents associated with those projects. As part of the PIMP development, Economic & Planning Systems (EPS) evaluated Santa Ana's park impact fees to consider their current and future capacity to fund parks and recreational facilities. Preliminary findings are noted here. A full Nexus Study process as prescribed by the State's Mitigation Fee Act (AB 1600) should be undertaken to fully consider the ways in which impact fees may fund parks and facilities. CURRENT FEE PROGRAM Chapter 35, Article IV of the City's Municipal Code states: "Development of parks within the city will require the construction of park and recreation facilities sufficient to provide two (2) acres of such facilities per one thousand (1,000) population in the city... Any person adding net residential units or converting apartments to condominiums in the City of Santa Ana shall pay to the City fees ... for the purpose of preserving an appropriate balance between the demand by residents for use of park and recreational facilities and the availability of such park and recreational facilities and to preclude residential development which would create an excess demand on such facilities."i City Councill 14-112 Santa Ana, CA Municipal Code, Section 35-108 and 35-110. The Code further specifies that the fees paid under this article "shall be placed in a special fund to be known as the 'Park Acquisition and Development Fund.' Moneys in such fund shall be expended for the acquisition, construction and renovation of park and recreation facilities. In the event the City meets the standard of two (2) acres of such facilities per one thousand (1,000) population, and will meet such criterion following all developments for which fees have been collected, any moneys remaining in such fund may be used for renovation of the City's existing parks.112 Fee Structure and Level The Residential Development Impact Fee is levied specifically on new residential development in Santa Ana. The fee levels are calculated based on the number of bedrooms in the new residential units. Since program adoption, the fee levels have been regularly increased based on the Consumer Price Index (CPI) to keep pace with escalating costs over time. The City collects Residential Development Impact Fees in four districts (Figure 8-3). The fees collected from each district are deposited into a district -specific A&D Fund and can only be used to fund parks and recreation facilities within that specific district. The intention of the district structure is to target fee revenues towards the development of parks and facilities in close proximity to new residents. Recent Fee Collection Table 8-4 summarizes the City's Residential Development Impact fee collections from 2018 to 2021, broken out by district. As shown, the City collected approximately $11.7M over these three fiscal years, an average of $3.9 million annually. However, the fee collection was not evenly distributed across the four districts. Nearly three-quarters of the total fee collection took place in District 3, while fees collected in Districts 1 and 4 accounted for less than ten percent each of the total fee amount. TABLE 84: SANTA ANA PARKS ACQUISITION AND DEVELOPMENT FUND COLLECTIONS, 2018-2021 District 1 $433,682.66 $57,793.46 $451,702.00 District 2 $270,284.17 $876,298.48 $529,089.00 District 3 $4,796,801.94 $84,567.71 $3,557,383.00 District 4 $486,576.03 $131,245.58 $46,052.00 Source: City of Santa Ana; EPS 2Santa Ana, CA Municipal Code, Section 35-108. 5/17/2022 SANTA ANA PARKS MASTER PLAN CHAPTER 8: ACTION PLAN MAP 8-1: PARK DEVELOPMENT DISTRICT MAP Exhibit 1 IAYUA AY- i FAIRHVE.. AN r RaAgt N. i 1 � SAPPAUAA AV Irnr sr �WA NNGTGH AV � ,s �� f WILC HnR STH Si' AN ST. F L SAHiAANAer- stHST. ` WOO Nt4A=NAV. 1.., G 1 1rFkLN AY.4 3 . It C �[ t s1. dim w PL. axrrni. L' WAi4iN AV. r n .C' 155 ur�nslaoAt srrENRp, ALTON AV.. P� OTON AV + r, Z-11111 ;� 1 Adams 9 Dellrl 2 Angels Community 14 Edna 3 84ch 11 El Salvador 4 Boma Koral 12 FisheF 5 Cabdlla 13 French 6 Campesino 14 Friendship 7 Centennial Regional 15 &11et $ Colonel W.C. E o e en aoe ` nnre SANTA ANA PARKS Parke, RecreallonB,C❑mmumly SeivKKA4en.y 17 Jerome 25 Porto4 33 Sarah May Downle 19 LIAre King 76 ReoticaiSanta Ana Zoo Herb Garden 19 Logan 27 RlveMew 34 5asscet 20 Lowell 2S %slta 35 Seger stromTrlatsgle 21 Mabury 29 Sandpointe 36 Spurgeon 77 Madison 30 Santakita 37 Thomtnn 23 Memorial 31 Sarogo 3$ Windsor 14�- 113 FUTURE PARKS NEEDS AND FEE Projected Fee Collection LEVELS EPS calculated a planning -level estimate of While a development impact fee is only one the potential Citywide fee collection based on of the financing tools typically used to fund the existing fee levels and population growth parks and recreation capital improvements, projections. As shown in Table 8-5, the City is it is often a critical funding source and projected to add approximately 28,000 new the most frequently used mechanism for residents through 2030 — an 8.3% increase ensuring new development contributes over the current population. This translates funding proportional to its needs/ demands into approximately 6,700 new residential units, and associated improvement costs. based on the City's average household size of To explore the ways in which the current fee 4.15 persons. program would contribute to covering the $551.4 million in capital costs identified for Using the median fee level of $6,415.00 planned, proposed, and expanded parks, for athree-bedroom unit, EPS estimated EPS considered the potential of the current that, at current impact fee levels, future fee levels on a citywide basis (not on a development will generate approximately district -level) to fund these projects. A formal $43 million in fee revenues through 2030. Nexus Study as prescribed by the State's This only covers approximately 7.8% of Mitigation Fee Act (AB 1600) is needed to the proposed $551 million investment for precisely determine the potential updated new and expanded parks. parks and recreation fee levels. TABLE 8-5: PROJECTED FEE GENERATION ESTIMATE THROUGH 2O30 BASED ON CURRENT FEE LEVELS 2019 City Population [1] a 334,774 Projected Population Growth through 2030 [1] b 27,817 Percentage Growth in Population, 2019-2030 c=b/a 8.3% Average Persons Per Household for City [2] d 4.15 Projected New Residential Units e=b/d 6,703 Median Unit Bedroom Size 3 2020-2021 Fee on Median Unit b $6,415 Est. Fee Revenue Generated by New Units ' 9=3*f $42,999,049 ' 2019 population and population growth projections provided by City of Santa Ana. 2020 U.S. Census data show that population growth in Santa Ana has been slower than the 2018 Orange County projections. When State and Orange County projections are updated in 2022, �`g= Based on 2016-2020 American Community Survey Data 5/ 17/2022 Sources: City of Santa Ana; American Community Survey; EPS ® SANTA ANA PARKS MASTER PLAN CHAPTER 8: ACTION PLAN Exhibit 1 Implied Costs Per Acre of Parkland Another approach to assessing the appropriateness of the current fee level is to focus more specifically on the future parks needs of new residents and the costs and fees associated with meeting those needs. While the PIMP recommends 1.5 acres per 1,000 residents for parkland, the City's Municipal Code sets a parkland standard of two acres per 1,000 residents. To meet this standard for the projected new residents, the City would need to provide nearly 56 additional acres of parkland. If the current fee levels generate $43M in revenues, then the City could provide this additional park acreage only if parkland acquisition costs are approximately $775,000 per acre (Table 8-6). However, the City of Santa Ana estimates that park acquisition will cost approximately $2.25 million per acre (see Appendix E) — three times the cost that could be funded through current fee levels. If the City updated its Nexus Study to include these higher acreage costs, the maximum justifiable fee could increase by close to three times. If such a fee increase were justified and adopted, the expected fee revenues would increase substantially, and fee funding from new residential development would cover a larger proportion of the City's envisioned parks and recreation investments. The City's current fees are inadequate to support the investments needed to achieve PIMP recommendations for new residential developments. Impact fees also do not address the current deficiencies in parkland in existing residential areas. TABLE 8-6: IMPLIED PARKLAND ACREAGE COSTS BASED ON CITY SERVICE STANDARD FEE UPDATE OPTIONS To implement the Master Plan, the City should consider three primary changes as part of a potential fee program update: • Increase the fee; • Remove the district structure; and • Charge fees on wider range of land uses. These changes are not mutually exclusive, and the City may undertake them in any combination. Approaches to these potential changes are detailed below. However, the fee program, even when updated, will be limited in its potential to fund recommended improvements. The City will have to pursue additional funding sources, including other municipal revenue sources and grant programs, to fully realized the community's vision for the park and recreation system. Increase the Fee Level time. To set the fee at an appropriate level, the City should compare current and potential new fees with neighboring and peer cities in the region. Remove the District Structure The current district structure for fee collection and expenditures targets new park investments in the same areas that experience new residential growth. While there is a logic to this "return -to - source" approach, it is also limiting. For example, the distribution of fee revenues in recent years has been weighted towards one district. The City must spend fee revenues in that district. This is true even if there are no realistic opportunities for parkland acquisition in that district and even if a new park may serve residents in several districts or Citywide. If the City were to shift to a citywide fee, it would have more flexibility in directing financial resources to areas with the best opportunities for developing new parks. A citywide fee is more common approach among California jurisdictions. Charge Fee to Additional Land Uses The existing Residential Development Impact Fee is only charged on new residential development. However, there are cities throughout California that also charge park impact fees on non- residential land uses, such as hotel, office, and industrial uses (among others). Charging non- residential impact fees recognizes that workers and visitors use City parks as well. If the City is expecting significant new employment growth, it should consider this change. Depending on City policy, this shift may not increase the total fee revenue generation, but spreads the costs associated with new development more widely See Table 2. lull t1 m fee-bat—t'tcthemazi.rnmmiivov across new projects. The result, however, is that Sources: City of Santa A�ia;ityride®Ufgdt.rvey, EPS 1 4 — 1 1 4 level and/or to phase in the fee increase over fees for resider7tA71 1202e2might decrease. Exhibit A ® SANTA ANA PARKS MASTER PLAN CHAPTER 8: ACTION PLAN Projected Population Growth through 2030 [1] a 27,817 Parkland Acreage Standard Per 1,000 People [2] b 2 Parkland Acreage Needs for New Population c=(a/1000)*b 55.63 Est. Fee Revenue Generated by New Units [3] d $42,999,049 The City of Santa Ana should complete a Development Impact Fee Nexus Study to determine the appropriate level for impact fees to help implement PIMP recommendations. The Nexus Study would consider the appropriate approach to determining the parks and recreation facility costs associated with new development. It would also determine the legally supportable fee level that the City could charge based on the requirements of the Mitigation Fee Act. Implied Cost Per Parkland Acre I e=d/c $772,892 As part of a Nexus Study, the City should consider 2019 population and population growth projections provided by City of Santa Ana. 2020 U.S. Census data show that population the impact that an increased fee level would have growth in Santa Ana has been slower than the 2018 Orange County projections. When State and Orange County projections are updated in 2022, these trends may change. on the costs of new development. If the potential IAs adopted in City of Santa Ana's Municipal Code Chapter35 Article IV. fee increase is significant the City may choose to Exhibit 1 ACTION PLAN The Santa Ana community— including neighbors, stakeholders, activists, organized groups, City staff, and elected leaders — together recognize the value of parks and recreation. Key groups and City leaders have endorsed the notion of providing a higher level of service. As part of the General Plan update, conversations continue around setting a parkland standard at 2 or even 3 acres per 1,000 residents. The Parks Master Plan takes a more realistic approach, identifying the key unserved areas and opportunities to increase the City's level of service to 1.5 acres per 1,000 residents for parkland, with trail corridors and other joint -use school sites adding important recreation opportunities. Still, the costs outlined in this plan are exorbitant — likely far more than the City can implement over the next ten years. The PMP advises focusing on the following actions to make progress towards the community's vision for the parks and recreation system. Although numbered, the following actions do not appear in priority order. Together, they represent first steps in implementing the Park Master Plan. City Council 1. Prioritize Maintenance and Asset Management: Ensure that the City of Santa Ana can continue to steward existing park assets and replace facilities at the end of their lifecycles to sustain their use. Identify maintenance funds for new parks prior to development. 2. Increase Park Resources for New Development: Undertake a Nexus Study and increase impact fees so that Santa Ana can provide parks and facilities that support new residential development. Consider changes to other fee program parameters/policies, such as districting, to have more flexibility in spending funds where lands may be available. Review the City's land dedication requirements as per the Quimby Act to determine overarching City requirements for new residential development through both land dedication and impact fees. 3. Redirect Other Funds to Parks: Even if an impact fee increase is enacted, earmark and invest a greater amount of existing funds in parks and recreation. As part of the annual budgeting process, prioritize park projects funding through sources such as cannabis funding and increase General Fund support for ongoing staffing, operations and maintenance as the City's parks and facilities expand. 14-115 4. Explore Voter -Approved Tax Measures and Other Public and Private Support: Given current community demands to provide more parkland, begin a public information and communications campaign to share the results of the Parks Master Plan —so that residents and groups are clear about their role and the level of community support that will be required to make this investment. a. Establish a Parks Foundation to raise funds for parks and recreation. b. Create a park sponsorship program for all parks to leverage local investment into individual sites. Similar to an "Adopt -a - Park" program that recruits volunteers to support park operations and maintenance, the "Park Sponsorship" program will recruit one-time or ongoing donors and sponsors to fund capital projects and operations at a particular site. c. Conduct a random -sample voter survey to measure public support for a bond measure or other voter -approved funding measures. d. Track, recognize, and promote community support for park projects and program, calling attention to the individuals, groups, and businesses supporting parks and recreation. S. Create a Park Opportunity Fund: Incorporate General Funds, cannabis revenues, private donations, and other available funding into an established Park Opportunity Fund to leverage for matching grants and have monies available when opportunities arise for new park acquisition. 6. Pursue Key Land Acquisition Opportunities: Aggressively pursue opportunities to acquire available lands that meet multiple PMP criteria for enhancing the park and recreation system. Explore options to acquire the Willowick Golf Course as the greatest singular opportunity to increase the City's level of service and to provide sufficient space for the larger -scale recreation options desired by residents. Also, prioritize park acquisition in the key park gaps noted for their "high severity of need" to support the City's equity and environmental justice goals. 7. Develop the Golden Loop and Key Trail Corridors: Coordinate with Santa Ana's Public Works Agency to prioritize development of the Class I and Class IV trails noted in the PMP. While these linear trails do not count as parkland per City definitions, recognize that these trail corridors —even when located along streets or in street rights - of -way —represent one of the most valuable opportunities to increase recreation options and improve park access. 5/17/2022 CHAPTER 8: ACTION PLAN 8. Evaluate Park Acquisition Opportunities: Convene a work group that brings together City interagency staff, community leaders, and private enterprise to identify and evaluate acquisition opportunities, creating a status report and metrics to measure progress. 9. Explore Other Acquisition Mechanisms: Consider code updates or City policy changes that support options beyond direct purchase or donations to acquire parkland. Consider easements, conditions of approval, land swaps, conversion of uses, land trusts, long-term leases, building code changes, and similar mechanisms to be vetted by the City. 10. Update Joint -Use Agreements with SAUSD: Begin conversations with the Santa Ana United School District to ensure that outdoor recreation facilities located in areas that are unserved by parks remain publicly accessible. Explore cost -share options for the maintenance of these recreation spaces or consider a trade-off such as the one-time City partnership investment in a new SAUSD aquatic facility. 11. Evaluate the ROI on Major Facility Development: Before renovating or building major new facilities, complete a business plan and operations study that considers revenue -generating options and measures the return on investment (R01). Identify and involve equity partners in the development and renovation of all new major facilities. 12. Extend Cost Recovery Recommendations to New Programs and Services: Expand recreation programs to support additional community -wide events, connect people to nature, increase sports to support health and fitness, and empower residents living in identified Environmental Justice Areas. Apply the cost recovery findings from the Service and Financial Sustainability Study to strengthen the City's market presence and ensure affordable programs for all. 1_ AV CALL TO ACTION The Parks Master Plan is a community -driven document, created because of the substantial community interest in enhancing Santa Ana's park and recreation system. It is the City's first guiding document and strategy for making park improvements and focusing the City's investment where most needed. The level of service recommended in this plan is not as high as some Santa Ana residents would like to see. However, a substantial investment is needed for Santa Ana to provide 1.5 acres of parkland per 1,000 residents, plus the quality facilities, trails, programs, events, and services desired. What should be clear from the action plan noted above is that the City of Santa will not be able to implement this plan alone. The involvement of elected officials, voters, businesses, community organizations, volunteers, donors, and residents will be critical to achieving the community's vision for parks and recreation. By working together, we can make progress in enhancing the parks and recreation opportunities that are central to Santa Ana's quality of life. 116 5/17/2022 CHAPTER 8: ACTION PLAN r r i ol 4lor:1 5 4ix�At► �� c .. _ -r ,n...i.ti � `.•f � t �� df' ,.` ..'.� R `l`�.y` LL'� •S c�1• � 4+ : 'r•t ._ *�.. r�•,. ems: r - ._ �,y,,'��,�, ,' _ I y 4 t ti' ti • rIF, -F1 i' r-� �411- C ~ r 206 SANTA ANA PARKS MASTER PLAN Exhibit 1 0 • All -Purpose Field: All-purpose fields, often called an open turf area, are grass areas of various shapes, sizes and configurations intended for sports and non -sports play, social gathering, and similar recreation uses (e.g., playing catch, throwing a frisbee, sunbathing, etc.). • Amenities: These support features facilitate the comfort, functionality, and use of parks. Amenities include elements such as restrooms, parking lots, trash receptacles, benches and tables, barbecues, lighting, bike racks, drinking fountains, art, and signage. • Americans With Disabilities Act (ADA): A federal law that prohibits discrimination based on disability. Titles II and III of the ADA Act of 1990 include enforceable accessibility standards called the 2010 ADA Standards for Accessible Design. The standards set minimum requirements for state and local government facilities, public accommodations, and commercial facilities to be readily accessible to and usable by individuals with disabilities. • Ball Diamond: Ball diamonds include designated baseball, softball, Little League, and T-ball fields. Typically, does not include playfield back stops (e.g., for kickball). • Baseball Fields: Baseball fields must have a backstop and dugouts and may have a grass or dirt infield. Outfield and baseline dimensions vary according to intended age group and league. An outfield fence, although desirable, is not required. Fields must be level without hazards or major variations in grade. • Bicycle facilities: A general term used to describe all types of bicycle -related infrastructure, including linear bikeways and other provisions to accommodate or encourage bicycling, such as bicycle racks and lockers, bikeways, and showers at employment destinations. On- and off-street spaces delineated for safe use by bicycles, designated in one of four classes: • Class I (shared use or bike path). This type of bike path or multi -use trail is physically separated from any street or highway. Shared use paths are intended to support use by pedestrians, bicyclists, skaters, wheelchair users, joggers, and other nonmotorized users. • Class II (bike lane). A bike lane is a portion of roadway that has been designated by striping, signaling, and pavement markings for the preferential or exclusive use of bicyclists. • Class III (bike route). A generic term for any road, street, path, or way that is specifically designated for bicycle travel, but shared with other transportation modes. City Council 14 — 118 • Class IV (cycle track or separated bikeway). Designated for the exclusive use of bicycles, Class IV bikeways are corridors along or in roadways that are separated from vehicular traffic. The separation may include, but is not limited to, grade separation, flexible posts, inflexible posts, inflexible barriers, or on -street parking. • Bikeway: A generic term for any road, street, or path that is designed for bicycle travel, regardless of whether it is designated for the exclusive use of bicycles or is to be shared with other transportation modes. A bikeway network refers collectively to all types of bikeways and facilities. r • Capacity: The ability to provide a service in the desired manner or at a desired level of service. • City Parks or Parkland: These publicly accessible sites and green space are owned by the City of Santa Ana and managed by PRCSA to support recreation and social gathering (or were acquired for this purpose). • Citywide Parks: This park classification includes Santa Ana's largest parks. Typically more than 15 acres in size, Citywide Parks provide major recreation facilities, cultural venues and natural areas that serve as citywide destinations for events, programs and activities, attracting visitors from across the entire city and beyond. Typical facilities and features include recreation centers, amphitheaters, swimming pools, sports courts and fields, skate parks, lakes, trails and trailheads, destination playgrounds and group picnic areas. In addition to a variety of support facilities, city parks may also include concessions, reservable facilities or other revenue -generating activities and infrastructure. • Community Parks: This park classification includes mid -size parks, typically 5 to10 acres in size, which support sports and group gatherings for several neighborhoods or a portion of the city. Typical facilities include sports fields and courts, small group picnic areas, and specialized or unique facilities such as swimming pools, recreation/ community centers and senior centers that support programming. Community parks typically include on -site parking, restrooms and similar support amenities for longer site visits. However, these sites typically have less variety and less greenspace than larger city parks. • Community -Serving Parks: City parkland that provide recreation opportunities for all or a substantial portion (several neighborhoods) of the Santa Ana community. Santa Ana has two types of community - serving parks (Citywide Parks and Community Parks). 5/17/2022 GLOSSARY Exhibit 1 • Density: Dwelling units per acre; a measure of residential development. E • Environmental Justice (EJ) Community or Area: The City uses a mapping tool from CaIEPA called CalEnviroScreen (CES) to identify the most vulnerable and disadvantaged areas in Santa Ana (in the context of SB 1000). The CES tool measures indicators for every census tract in California related to people's exposure to pollution and quality of life. The results for each census tract are combined and measured against every other census tract, producing a composite score that ranks census tracts from the least impacted to the most impacted. Those ranked in the top 25 percent —shown with values between 75 and 100 percent —are considered disadvantaged or environmental justice communities. These communities are frequently discussed in terms of the geographic areas where they are located. • Equitable: A condition or treatment that is fair and impartial. Equity recognizes individuals, neighborhoods and communities have different circumstances and needs, and therefore different groups of people need different resources and opportunities allocated to them in order to thrive. F • Facilities: Facilities are elements or structures that provide recreation opportunities in parks. Examples of outdoor facilities include playgrounds, sports fields, sports courts, picnic shelters, outdoor fitness equipment, dog parks, skate parks, amphitheaters, and community gardens. Because of their specialized uses and operational requirements, some larger facilities, such as pools and recreation centers, are classified as major facilities or specialized facilities. W • High Need Unserved Area: Unserved areas were further evaluated to determine the severity of community need. Unserved residential gap areas were considered "high severity of need" if three or more of the equity metrics applied per area (Environmental Justice Community, Land Use Element Focus Area, Below the Poverty Level, Majority Non -White, and/or High Projected Population Density). J • Joint -Use Sites: Owned by other agencies, joint -use sites are managed or maintained by PRCSA through a joint use agreement, to increase access and opportunities for fitness and recreation. Examples include school sports fields and other facilities owned by the School District. • Landscaped Areas: Landscaped Areas are a type of open space that is maintained for community aesthetics and beautification, but not for park use. These may include medians, street rights -of -way, gateways, public grounds around buildings, etc. • Land Use Element (LUE) Focus Areas: LUE Focus Areas were defined in the 2022 General Plan as areas targeted for more specific land use planning and design guidance. These areas were selected based on their ability to provide new housing options, encourage a range of businesses, promote access and linkages to leisure amenities, preserve industrial land, and concentrate development along transit corridors. • Level of Service (LOS): LOS is qualitative or quantitative measure describing the scale or amount of service desired or provided. For parkland, LOS is typically measured as a ratio of acres per 1,000 residents. For facilities, LOS is measured in terms of one facility per number of people served. "Existing LOS" is calculated based on the City's current inventory and population numbers. "Proposed LOS" is based on anticipated future needs and future population forecasts. City Council 14 — 119 M • Major Facilities: Some facilities in parks require a greater investment in maintenance, operations, and programming. These are referred to as "major facilities." They include facilities such as amphitheaters, recreation and community centers, senior centers, gymnasiums, the zoo, indoor and outdoor swimming pools, sports stadiums, and tennis centers. • Multi -Use Fields: Multi -use fields typically are rectangular sports fields with dimensions and markings that accommodate a variety of sports, such as soccer, football, and lacrosse. Fields may include amenities such as lighting, bleachers and permanent or movable goals of multiple configurations. 1 • Neighborhood Parks: This park classification includes small parks, typically 1 to 5 acres in size, intended to serve nearby neighbors. These sites provide small-scale opportunities for play, picnicking and leisure activities for residents that live within walking or biking distance. Typical facilities include playgrounds, picnic tables and open lawn areas. Sports fields, sports courts and trailheads also may be located within neighborhood parks to provide opportunities for local recreation. 5/17/2022 Exhibit A GLOSSARY Exhibit 1 • Open Space: Recreational and green spaces, including parks, commercial open space, manicured landscaped areas, and public facilities such as trail corridors, water channels, and rail infrastructure. • Overlay: Overlay is a term used to describe athletic facilities where part of one sport field lays over part of a second sports field, so that the two cannot support games at the same time. Typically, these are fields of different types that have different primary playing seasons, e.g., a youth soccer field over a softball outfield, or a cricket field over the end of a soccer field. To be counted as two fields, both fields must meet individual field requirements. • Park and Parkland: Publicly accessible sites and green space that are owned and/ or managed to support recreation and social gathering. Parks owned by the City of Santa Ana are collectively called City parkland. • Park Deficient Area: Typically, an area of the community that is outside the standard public parkland service radius such as'/z mile for Community Parks and mile for Neighborhood Parks, respectively. This term may also be used more broadly to describe an area where parks are deficient in one or more ways, such as being too small or in poor condition, having insufficient acreage or no park acreage, or having land not developable for recreation uses. • Park Resources: This park classification includes City parkland managed by other entities for non - park use as defined through long-term leases or agreements with PRCSA. Examples include sites operated by Santa Ana Unified School District (School District) and the Santa Ana Police Department (SAPD). Depending on the terms of the joint use agreement, these sites are not accessible to the general public. • Pocket Parks: This park classification includes small sites, typically less than 1 acre, which provide greenspace, passive social space, and in some cases a small-scale recreation feature. • Practice Fields: Practice fields are fields that are not game quality and do not support regulation league play. They may be deficient in size, shape, condition, amenities, etc., but still suitable for use as practice space. 1► • Regulation Fields: Regulation fields are a standardized fields in (in terms of size, condition and amenities) suitable for league play. These may be youth regulation or adult regulation -sized fields. • Soccer Fields: Soccer fields can vary in • Softball Fields: Softball fields must have a backstop and a skinned infield, as well as dugouts or player benches. Outfield and baseline dimensions vary with intended use. An outfield fence is not required, but fields must be level without holes or mounds. • Specialized Facilities: Some facilities have a singular function or use that may require specialized maintenance or operations, although these may not require as extensive resources as a Major Facility. Examples include concession stands, formal gardens, and stages. • Special Use Facilities: This park classification includes sites that support stand-alone major recreation facilities not located within a larger park. These facilities are typically fee -based and only open when programmed or reserved for use. Their hours of operation and public use are limited. Examples include the Santa Ana Zoo, stadium and tennis centers. • Synthetic/Artificial Turf Fields: Synthetic/ artificial turf fields have a non -natural, artificial surfacing. Sports fields of various types may have artificial surfacing. Unlike grass fields, these are playable year-round and do not require field rest. T • Trail Corridors: This classification describes linear corridors with Class I trails that support non -motorized transportation, recreation, and bicycle and pedestrian access to parks. These may be located in street ROWs, flood control channels, or lands owned by other entities. • Trails: Considered a facility, trails can be soft - or hard -surfaced linear paths intended for recreation and active transportation. Trails in Santa Ana consist of both on- and off-street multi -use trails, including off-street (Class 1) bike paths. i • Undeveloped Parkland: This park classification includes unimproved City - owned properties being held for future park development and recreation use. Sites may not allow current park access. III Unserved Area (Also Called a Park Gap): Residential areas that fall beyond a 10-minute walk (1/2-mile access) to City and Community Parks, and a 5-minute walk (1/4- mile access) to Neighborhood Parks and all similar small parks. • Urban Plazas: This park classification includes small parks with hardscape and greenspace that provide social gathering pp p opportunities in urban and commercial areas. soccer field must be at least 50 yards x 80 yards and/or pop-up activities and community for youth and 60-75 yards x 110-120 yards for events. Examples may include neighborhood adults. Portable goals may be used. Fields must streets or parking lots for schools, businesses be level without holes or mounds. Soccer fields and public buildings. These temporary spaces City Council Frisbee or football. 14 — 120 5/17/2022 dimension according to the intended age group. However in order to su ort regulation lay a • Temporary Programming Spaces: Some spaces may be identified to support temporary GLOSSARY yTi't'; L� F. i4F; .y Nh '� {�,. y � VP� ,�, Apr J `S' `•' k r'' � •}+. ",� �� - ; '� iL1 Jyy, +)' al K•�.��5 'AC; J rr'�1'•'�'V a.��4..�,Y t � :,�'e` _ ''i:. At "+` r kt` r ,OX cc tii:i f' 1 iyi .Rh.f a -~ • � �1 �.1� � R �-id �� �' �,e •� �a h : Y,`� yY+ , � 3� ��l{��l,�,, A,Y a"j' 1 ' �,i ��. +'�__•f ,f7-�-` Ti, dAiI�r :•r�.. Z"•i _p ra .Cvr �'f' . *.}-` �"�ti=4• _ ��"��• �.'�:w.:is^'�7.• �:yyN �'� ,.w�rrii3y�.'��4f, �..�.• n,�,:h�.k�._; ; 1Ci r�,.,� 'pf..�� �` ! ,:t�' .t •f={' h �',� ;.f�` 4 - _ ".� '_'rt�+sY� , • :.�d.s...r ,#' ,r + ;mot d. l• p ,', a. i ".. I i. iti7 - I, t r r -.ni k4 t•'+„!+ IV `1� -� !• ,,, .i; MY ` �_ 1,� a'! F,� -,•4 Ihi" r�' _ rl L - . �''. VO a} Y t,� •r .r!i'r t C•,: 4 : i.!G:'��V; r� '�,� \?� F. � a ��' ` �` � •rs..1r �ti' tSs' „ I. �,� �'• ;�` � : � �4 , L �4a�J n� :, 7+ � `+4= K e �� i�,�,-r 1 • rk 4�1 �S � �.. • ii _ ,�, �. � �'r-•.,• Ti?f � �.. r. r- v �r :. 4, •`� .. y�"i lYr�� �``1' � t � V iC T•� 5'x� ��! • APPENDIX A This appendix presents guidelines for t' } the acquisition, design, development, • tl': �' .. li r. �.--1-. - ...V, ,- ill' y1 �T 1 i:u'trrr�r..�r, =r� .,-;,..=;'' - :IF • and renovation of existing and new parks systemwide. Quality parks are noted by how successfully they provide welcoming, inclusive greenspace and facilities that support safety, sustainability, access, maintenance efficiencies, ecological values, community character, and diverse needs. 214 SANTA ANA PARKS MASTER PLAN APPENDICES Athletic / Snorts Outdoor Recreation Maior/Snecialimd Facilities Trails/ Natural Features Park Amenities Other 'E ^ m t v c 'E c J v E v E v a o c w E E w E 0o U t± T E m 1 J o c I m Y °co E m W _ v N c IL__m 'O CO O L O V N y,, J U J Uo J 4L _a J l7 N V m y 09 C C C a C N a C m v \ v Ol �" N �n ' u 1 N Q w m O E m LL ii m a° io a = m u m o w n v, c J o m ¢ m a o o c '� `w v u c a A a v N O E Q o m v > E o s u, ° v o a v v v Q Total i] u Y u C o Y E: c v v v L a w c E E m m � v m w 3 u o .E u m .� J c c E y u c p — o '` 2 '` Y m v_ ._ * v_ « o �' w m c Y c > 'o ? c m c O r Acreage o in '- u` a yr m m L in v t- o > m x _ ` — _ Q Q o u a 'a y rn w v z u v rn o v r- LL`o 0 u o N F H m m` Q v z s yr m v a m O ro a .o o u �n Parks Community -Serving Parks Subtotal 297.2 34 5 0 0 33.5 2 10 4 11 8 1 6 2 3 22 21 1 1 9 2 1 5 0 1 4 9 0 2 2 2 1 3 3 22 11 26 Neighborhood -Serving Parks 19.5 1 0 0 0 3 0 0 0 0 0 o n 2 t R C 1 0 1 0 1 0 0 1 1 0 0 2 2 0 1 0 1 3 3 1 SANTA ANA PARKS MASTER PLAN APPENDICES Athletic / Snorts Outdoor Recreation Mainr/Snecialized Facilities Trails/ Natural Features Park Amenities Other T r c C w E o C c E co -o E w 'af0 -O0. 0 E`. uQoTotal V to E O u 3" E U C C a 0@ ;� WpO � U Qvw E EiiLL ° u ° o 3 mo u 9 a m a.°". w E c w o ?mv » PRCSA Sites Acreage UU v E o C = m CE'Eoo 'o C o L m no y - > 2 u u F It: O a in Other Parks and Facilities ■ Other Parks and Facilities Subtotal 42.4 0 1 0 1 0 0 20 0 0 0 0 0 2 0 2 2 0 0 0 0 0 0 2 1 4 2 1 3 3 0 0 0 1 8 0 3 Other Resources Other Resources Subtotal 11.7 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 M SANTA ANA PARKS MASTER PLAN 0 APPENDICES U Exhibit 1 TABLE A-2: EXISTING TRAIL CORRIDORS (CLASS I BIKE TRAILS) Corridors Length - OwnershipTrail Westfield Mall parking lot @ Owned and maintained by City Santiago Creek Bike Trail 2.0 Broadway Ave. (west) City limits (east) Pacific Electric (Maple Street) Bike Owned and maintained by City Trail 2.1 Chestnue Ave. (north) Adams Ave. (south) Owned and maintained by City (except for portion at Bristol St. owned by SCE); CSA/SCE License Alton Avenue Bike Trail 2.9 Susan St. (west) Adams Ave (east) Agreement Owned and maintained by City Raitt Street Bike Trail 0.2 Edinger Ave. (north) Occidental Ave. (south) Divided (striped lane becomes sidewalk, just Owned and maintained by city Bear Street Bike Trail 0.7 Segerstrom Ave. (north) north of MacArthur Blvd.) Maintained by City; CSA/SCE License Agreement MacArthur Bike Trail 0.1 City limit (west)/SA River 1400' east of SA River Owned and maintained by OCFCD Santa Ana River Bike Trail 3.6 Memory Ln.(north) MacArthur Blvd. (south) Owned by OCFCD and maintained by City Flower Street Bike Trail 1.5 Warner Ave. (north) Sunflower Ave. (south) Owned by OCFCD; maintained by City Santa Ana Gardens Bike Tail 0.7 First St. (north) Monte Vista Ave. (south) GRANDTOTAL City Council 14 — 124 TABLE A-3: JOINT -USE SCHOOL SITES Joint -Use School Sites Total Acreage Owner Agreennent -Community Center (Use of 2nd floor lobby, restrooms, classrooms, plus 1st floor lobby and multi -purpose room after school hours Garfield Elementary School 0.4 SAUSD - Parking lot (at Brown and Garfield) - Ballfield Madison Elementary School (Madison Park) 0.03 SAUSD - Teaching area adjacent to community garden Monroe Elementary School (Delhi Park) 2.9 SAUSD - Ballfield (Overlay field) Monte Vista Elementary School (Jerome Park) 2.4 SAUSD -4 basketball courts and one lighted ballfield (CSA can use after school hours) - Community Center - Parking lot Roosevelt -Walker Elementary School* I.S SAUSD -On-site facilities (basketball courts,playgrounds, exercise area, hydroponics) Roosevelt -Walker Elementary School 1.1 SAUSD -Athletic field Willard Intermediate School* 0.1 SAUSD -Playground - Athletic field with lighting -Running track Willard Intermediate School 4.9 SAUSD - 4 basketball courts Godinez High School(Centennial Park) CSA - Used as school property, no longer accessible as recreation space (18.6 acres) GRANDTOTAL 9W 13.3 *Note: SAUSD has priority use of facilities unless noted with (),in which case the site is considered a public facility and has "City Hours" (full time public use). 5/17/2022 Exhibit A ® SANTA ANA PARKS MASTER PLAN APPENDICES Exhibit 1 TABLE A-4: MAJOR FACILITIES INVENTORY Recreation / Community Centers Area D :3 Year Built Santiago Wildlife & Watershed Center 600 E. Memory Lane Santiago Park 1,000 f I 2007 Albert D. Salgado Recreation Center 706 N. Newhope St. Rosita Park 19,069 1I f f 1995 Santiago Lawn Bowling Clubhouse 2615 Valencia St. N Santiago Park 4,161 f f f 1990 1994 Corbin Center 2215 W. McFadden Ave. Jerome Park 6,914 f 4 1973 Jerome Recreation Center 726 S. Center St. Jerome Park 15,932 J J 1970 2008 Sandpointe Mini Center 3700 S. Birch St. Sandpointe Park 1,210 1970 1992 Santa Anita Center 300 S. Figueroa St. Santa Anita Park 2,770 4 1970 1992 Logan Community Center 1009 N. Custer St. Chepes Park 1,380 J J 1965 2002 EI Salvador Center 1825 W. Civic Center Dr. EJ Salvador Park 8,504 4 1959 2008 Memorial Recreation Center 2102 S. Flower S. Memorial Park 1 5,701 J J 1955 Senior Centers Southwest Senior Center 2201 W. McFadden Ave. Jerome Park 10,264 d d J J d 4 d 1989 2020 Santa Ana Senior Center Log Cabins Santiago Cabin* 424 W. 3rd St. 2535 N. Main St. Birch Park Santiago Park 9,447 1,201 1 4 4 1976 1967 2020 2016 Fisher Park Cabin* 2501 N. Flower St. Fisher Park 567 4 1966 no records Swimming Pools Salgado Pool 706 N. Newhope St. Rosita Park J 4 4 1996 2019 El Salvador Pool 1825 W. Civic Center Dr. FJ Salvador Park J J 4 1974 2020 Santa Anita Pool Jerome Pool Memorial Pool 300 S. Figueroa St. 726 S. Center St. 2102 S. Flower St. Santa Anita Park Jerome Park Memorial Park J J 4 1974 1969 1956 2019 2020 2019 Tennis Centers Cabrillo Tennis Center 800 N. Cabrillo Park Dr. 156,816 1974 2007 Neal Machander Tennis Center 722 W. First St. 152,460 1971 Special Use Facilities Santa Ana Stadium 602 N. Flower St. f Santa Ana Zoo at Prentice Park 1801 E. Chestnut Ave. Urban Plazas Plaza Calls Cuatro 325 E. 4th St. Sasscer Park 600 W. Santa Ana Blvd. Civic Center Plaza W Santa Ana Blvd. & Civic Center Plaza *Note: Facility is only open by reservation. City Council 14 — 125 5/17/2022 Exhibit A r ff ti llla :�.• r a i - = APPEnDIX B• PARK ACCESS AnD EQUITY AnALYSIS This chapter presents the detailed _ — - analysis of the parkland to identify the characteristics of areas that are • unserved by parks. The City of Santa Ana must establish t priorities and make data -informed ~� decisions to determine how to invest •+ �`' `�' in park deficient area 224 SANTA ANA PARKS MASTER PLAN APPENDICES Exhibit 1 EVALUATING PARK ACCESS AND EQUITY A park access analysis evaluates park service based on the actual routes and distances people must travel to get to parks or recreation facilities. It is based on the notion that everyone benefits from living within walking distance of park. The park equity analysis evaluates level of need to help inform and prioritize future investment in the park system. Together, they provide a more detailed snapshot of Santa Ana's need and opportunities. The maps and analysis tables in Appendix B inform the findings presented in Chapter 4. Maps and supporting analysis tables are described below. ACCESS ANALYSIS Using ArcGIS Network AnalystTM, the following maps take into account the actual paths of travel to parks to identify residential areas that are served and unserved by parks. • Map B-1: Park Access (City Parks): This map notes the areas that served with walking distance to Citywide, Community and Neighborhood parks. • Map B-2: Park Access (All Parks and Facilities): This map notes the areas that served with walking distance to all classifications and types of Santa Ana parks. • Map B-3: Park Access (Service Areas and Gaps): Unseved residential areas are illustrated by applying current City of Santa Ana standards, as noted below: • Provide Citywide and Community Parks within a 10-minute walk (112 mile) • Provide smaller parks, including Neighborhood Parks, joint -use school sites and special use facilities, within a 5-minute walk (1/4 mile) EQUITY ANALYSIS The 43 unserved residential areas were further evaluated using equity -based characteristics to note areas with a higher severity of need. All equity analysis maps are shown with the unserved residential areas (identified in the access analysis). • Map B-4: Environmental Justice + LUE Focus Areas: Environmental Justice (EJ) Communities were identified through the General Plan process using CalEnviroScreen 4.0 data. See Chapter 4 for additional detail. The City has identified five focus areas along major corridors as most suitable for new development. Focus Area boundaries are taken from the General Plan, Land Use Element (LUE). • Map B-5: Below Poverty Level: Using U.S. Census data, tracts with greater than 20% of its residents living below the poverty threshold were noted. (The overall U.S. 5-year ACS poverty rate from 2015-2019 was 13.4%). • Map B-6: Majority Non -White or Hispanic/ Latino: Block groups with populations for which the racial majority (51 % or more) is non -white or Hispanic/ Latino were identified. • Map B-7: Projected Residential Unit Density: High density areas with 15 dwelling units per acre or more were identified based on General Plan residential land use designations and densities. • Table B-1: Analysis of Severity of Need: This table summarizes the characteristics of each unserved area, indicating which are impacted by the equity metrics outlined above. If three or more the equity analysis characteristics were present, the area was considered as having a greater need. SYNTHESIS Results of the combined access and equity analysis identified a baseline for the opportunities analysis. • Map B-8: Park Access and Equity Analysis Synthesis: This map summarized the access and equity analysis, highlighting 43 unserved residential areas with limited access to parks and recreation opportunities. Of which, 23 unserved residential areas were considered "high severity of need." OPPORTUNITIES ANALYSIS All underserved areas were further assessed to identify recreation opportunities. Considering Santa Ana's built -out nature and limited resources, acquiring new parkland was only considered as an option if the combination of identified opportunities did not have the potential to serve the entire gap area. The following tables include details that support this analysis. Map B-8: Park Access and Equity Analysis Synthesis: This map summarized the access and equity analysis, highlighting 43 unserved residential areas with limited access to parks and recreation opportunities. Of which, 23 unserved residential areas were considered "high severity of need." • Table B-2: Analysis of Opportunities to Serve Park Gaps: This table describes other park or recreation opportunities in each of the 43 park deficient areas. • Table B-3: Detailed Summary of Key Needs and Alternative Interventions: This table summarizes opportunities and key needs used to inform systemwide recommendations (see Chapter 6). City Council 14 — 127 5/17/2022 • Table B-4: Areas Served with Joint -Use School Agreement Opportunities: This table includes a detailed summary of unserved areas that have schools in the park gap or nearby. These may create an opportunity to ensure public access to school recreation facilities during non -school hours through a school joint -use agreement (JUA). The presence of a public school(s) with is an opportunity for the City of Santa to explore. However, it does not guarantee that the SAUSD is open to this type of arrangement, nor does it add greenspace in these deficient areas. Unserved areas with more than one school listed as a Key Need or Alternative Intervention in Table B-2 is meant to provide options. More than one JUA per unserved area is not necessarily recommended. The location of schools makes some suitable to serve the entire gap area, while others on the periphery may only serve part of the park gap. 'Full' and 'partial' service is noted to provide additional detail. • Full Service areas are ones where all residents within the identified unserved residential area would gain public access to recreation space with a joint -use school agreement. • Partial Service areas are ones where only a portion of the unserved residential area would benefit from a joint -use school agreement. City Council • Table B-5: Summary of Joint -Use School Agreement Priorities: The table summarizes the opportunities to consider a JUA for each unserved area, indicating where this may be a preferred option (a Key Need) or an additional solution (Alternative Intervention) in an area that may have more than one opportunity to meet needs. The table also highlights which unserved areas are characterized as "high need." • Key Needs summarize the most cost- effective and likely interventions to serve a gap area, recognizing that acquiring park land is not feasible in all areas. In some areas, both trail development and another intervention are warranted. Some acquisition opportunities for larger parks may serve more than one gap area. • Alternative Interventions describe opportunities to consider if the Key Need(s) identified is not feasible. 14 — 128 Exhibit A e 5/17/2022 ® SANTA ANA PARKS MASTER PLAN APPENDICES MAP B-1: ACCESS ANALYSIS -CITY PARKS Exhibit 1 ss, plane) , � • f�rll am W. �•� J r v £Idn4e Park Mgrrirn Memoryy Park 5antiago —� GARDEN GROVE % i Lane Pak • P1sher Park [ Park 1 rfi i I Edna Partva Park .... //// Park �.. Riverview i Park 4 r._. r '0 El S Iv dor Mabpry Rosita Park w .jar CPpk's Par[c ' f Q0 C,Q, �C�I]rj o Mar ` rposa + ark Ci ' Park y Saddleback h C sm C oven. Co mclnity • 'rr' dew Park _ Park In girth WESTMINSTER� 1 Park kie�ratage _ sE3j Arirta Park Paciir Electric iiii Jerome Park ark s L — �'— =Windsor Park Centennial Park IJNINC J >1 FOUNTAIN VALLEY ; Adams Park ' °;SCily Qoupcij r t"'IteS Memorial Park W yrE . a M�diSon h ark Delhi Park Ir ahgfe Park Carl Thornton Park • °5 ' Lillie King Parkk f• ` i Sail ��irite / Rorno KoraI — 1 — — Park ✓. 14-1 i TUSTIN �•} Joins -Use SchoolSRes �) Willard In1errned41E School ! 0 GarfieW%MenAgSchad f` CC) Ramdl•Walkerfl"nug5rhnol (] hlwrelhseEemeMraryS hnd f Q kladismrEkaneiNnry3dnal F tbdumrN�S�haal G hlwrraeElernerrtarySclraar { l W Access Analysis (City Parks) Legend (eyP&tt 09F0d9,,,S Citywide Paris Community Park Neighborhood Park Trail Corridor s Maor Recreation Facility ONerCrryPmks dndke7filrrs Packet Park Urban Plaza Special Use Facility 011re copakResaur{{es Park Resource Undeveloped Park Joint -Use School Site i o rnl and Regmnrzl NPSrTUI[es Parks and Facilities Provided by Others -- Major Roads + Freeways Rail Line/Metro Rail r_ City of Santa Ana �� 5urroudirig Citiesand Unincorporated Areas 5«vol Waterbodies ResIdential Areas pmkAaess 112W = 10-minute walk to a City ol• Community Park Pal Arressl/4W S-minute walk to a Neighborhood Park Pocket Parks tlrbnr 8 Sarah MayDow-it Nefh Golden 4 PWra Uke cua.iri 0 FrudiPark Sa%capara ® 1* SAer Trlande park Cnittemer 0 fainiew man& HAM hstorAon {ricfadAn mark Park ;re�i, 111 se F.161,7l 0Maple and Omde�lExK%ePark QSenraAne2WgmreNkeParN ID Sanailo 0 fr*Wship Piro TennisCe (1 Caffirlo Tenn s tenor ® vG405Firnes Park Q Neal yenmr{enae 96u0a: Uy Or Santa ASW29, SCgG open taata, 2822 rrldreh 2022 Exhibit A MAP B-2: ACCESS ANALYSIS -ALL PARKS + FACILITIES Exhibit 1 ^��. 1 as j ! lapelW 1IPa' r Z �•� Jr £I r gme Par,k 1—.—_ X A ] Mgrrrk irn Memoryy Pa5anti go GARDEN GROVE f Lane Pafk ' )ackr Par�C Pori E1Nll�: Edna P�rtVa Park ar Riverview i Park, a wraps------------ 41Ce I A El d S Iv or ? Mab�rry _J Rasita Park w » . ar� . C Paprk s Par& ' j ' M rrp4sa : dark rl An els ° ark, 5addleh2ck (S f C4amCganpZ Commypity g View L Park to girth WESTtvlltd5TER� _ Park ` 3 CrJ Anrta Park � {� � 3f!I 4,. II M r . Paciir� E�ectric _ Tome park ar a r�1•—y-- --•----- ' `Windsor Park ` Centennial Park E ' TUSTI.N M�diSon hharkk IJNINC J ,Aff I� / Memorial Park / �LLLLDelhi Park FOUNTAIN VALLEY ; Adams Park l� / .' S5eger ,Trn joint -Use School SRus Tria�agise Park } Willard lnoerwrigieschool ti ®BarfiedNrfleotarySc W Carl Thornton ai f` CC) RooawdldwbflemenrarPhool Park O j Q MemenlrarySrhud ' Lillie King n f QMa�>h VlLs E.Ekmema Sdwl L_ ----, Park f' '\ /' [F} CydnetN� Sdroal t aai :ail �•v G 5animte MonweNmentarys(Wr . Fdd` L_ ------• gorno Koral if Park { °,Scily Qoupcij r iMiles 14-1 Access Analysis (All City Parks and Facilities) Legend CeyP&t WFoddies Citywide Park Community Park Neighborhood Park — Trail Corridor • Major Recreation Facility arnercayPmksoner kos Pocket Park Urban Plaza Special Use Facility Olfer City Wescames Park Resource Undeveloped Park Moint-Use school site ivtalundINesiwl[er Parks and Facilities Provided by Others -- Major Roads+ Freeways Rail Line/Metro Rail r City of Santa Ana Surrouding Cities and Unincorporated Areas school Warerbodies Residential Areas kkSerar kus T a -minute walk to a City or Community Park 5-minute walk to a Neighborhood Park 5-minute walk to a Pocket Park or Urban Plaza 5-mil walk to a Special Use Facility 5-minute walk to a Undeveloped Paris 5-minute walk to ajoint Use School Site Pocket Parks U "nr' Sarah MdfDgwnie Hefh Garden Q Plard Gk cudeo �FrudhPark �Sasszmw ltrh 5uee Tdante park tnittenter ® FalryiewNangleHAM Bestor*n {dc 9AP rran%k Park speGi, r 11se Fa0117ws 0Maple and Dmde�lEMeru2Park BSanralad2oaaPeMkeParN 0 SanraAwSraaiam 0 FerndshipNrk 0 GWo Tennis tenkr ® vW111¢Fimm Park Q NulkierhanaerTo%{enrel $6—mt: Cdp ar Santa /S/* r9- SLAG Open DaW. 2822 rr mh 2022 Exhibit A MAP B-3: ACCESS ANALYSIS -SERVICE AREAS + GAPS Exhibit 1 r i W�571vIlN5TER� � f GARDEN GROVE_ = I11 t!2 , Id Pa 1Q ^u I / / 1 28 lapel -1 " • ridgream W. ' :.•,. EI '11a�~J Murr rr�ar 1Z a 5anti'r 20 `I qo.Yaib • +�'lshor Par 1 t UNl ParkI1 fl�. I J lk 13°� Portpla Park RivgaYje 14 g ° .., 17 19 El 5 atfdor 15 CA]rChe PaI r Roslta Park w;,,H,,I J Q . P I ti01% - FOUNTAIN VALLEY 0 o °,,city QOU ® SANTA ANA PARKS MASTER P C sarpCho 9IN \�2 klamP �SInO 4 $rta V. a Aork I ■ Mariposa �3 ►" An els • Park r 5 ddle62ck L Co mVnity w Park 16 ar — 22 Park � J kid �s. 29 27 31 7 ci@lectr c 1—ma P.rk s ark �Ceritennial 'Windsor Park Park l—r— urvlNc.-� 32 35 TUSTIN 33 36 Memorial Park M ■ YVww ,Am <' Adams Park 391, 43 naTlgle Park Carl Thornton Park - --� eC i -�---" 41 Bo Park cal Mad i n le Park Delhi Park Lillie Ding Parkk 3�f �San��inte, r 14-1 Exhibit U Q7 joint -Use School Sites O Wild In{ rmedole School ® Gaikld HernerlaqScrwd QC Rooserd[NdkuEkernenlaryS(haol © More toPemerifaryschoq QE kladrswElememary5dwl GPdirRiH@)5chaal O MomoeDernerwry5chool SANFA ANA Access Analysis (Service Areas and Gaps) Legend Cryftr sdii Citywide Park Community Park Neighborhood Park Trail Corridor a Major Recreation Facility fkAcr Cuy Pmk s artd FQrrf+!'res Pocket Park Urban Plaza Special Use Facility orwryiohw(6 Park Resource Undeveloped Park 1, Join[ -Use School Site loralandROonaIki mm Parks and Facilities Provided by Others — Major Roads + Freeways Rail Line/Metro Rail r , City of Santa Ana Surmuding Cities and Unincorporated Areas School Waterbodies Residential Areas fttSendreAreX 1 aminute walk to a City or Community Park 5-minute walk to a Neighborhood Park 5•minute walk to a Pocket Park or Urban Plaza 5-mil walk to a Special Use Facility 5-minute walk to a Undeveloped Park 5-minute walk to a Joint Use School Site Park Gaps 0 Unnerved Areas Pocket Parks 0Sarah4Donii lip bGarden ® Frer6h Park ® 1lmSueett6angePark ® Fainim Triangle ka6let Rtoniion ® McFeddenTrargkPark ®Maple and pwdergalEwTr Park 0 Friendship Park ® Garfield fonds Park >d PWre Cali [uaiio Sasscer Park � [irlrtemer special U94 Facilities o Santa NraZoo aiPremlepark g Santa Ana5Wium rablllo Tennis tear 0 Heal varill Term(Mler SOuft & Cap of Santa AW R'r'T 2g. SCAG Open Data. 2W2. March 2022 MAP B-4: EQUITY ANALYSIS-EJ+LUE I 1 W ESTMINSTE R _- GARDEN GROVE n ORANG; 12a Ion amPUV. ' �•� 1 �SgEI riAge Park L--eal r 11 j�ye 12 'r ci o� no a i- tk ParOF k dna rJ Park 13 ` Riv r lie '� 4 i � 10 . r � Bar18 I s� 17 15 'd EI5 Iv dor �Cf�e ROSIta Park was 6 �ar�i C SarpCh�ver ark ,v 1 , , �: t 4 anta Anita Park I a o 7 ■ r �:. Jerome Park ~ �Ceritenflial `Windsor Park Park ! Mrc sv.,no rRgr �I r'aA FOUNTAIN VALLEY 49 LIN I NC. H ` ` Adams Park 39 43 Carl Thornton Park Q Cc u ','City gounci4 i Nines W - , AAWnpQ4 ark-asa ,. -0 , Exhibit 1 C ' I M, ar.1 r20 -� 21 j -�I UN'NC- EJ Communities and LUE Focus Areas Partpla Park j I�— _' Legend CuyPQlksara�Fa^.a ; 4rherC' emksartd Fodi& iWt Park Citywide Park t Community Park Urban Plaza _ Neighborhood Park Special Use Facility Maa p F ' — Trail Corridor vff(#pQiReroarres v Major Recreation 1♦ Park Resource k�Carklo Facility Undeveloped Park Jolm-Use School Site o I_ ItxdIORdNP�pRQ1RPSNfrC2f 22 Parks and Facilities Provided by Others ^� Q' _ .� — Major Roads + Freeways 29 �fC ' Rail Line/Metro Rail r City of Santa Ana �� Surrouding CKies and Unincorporated Areas 1 Z School if Elect 0 Waterbodies ark ! " _ .! Generalft ft4*eus 34 0 Environmental Justice (EJ) Communities i u STIN [] Land Use Elemenr{LUE} Focus Areas '� ■ SdkhAPau15UP¢[ ®SSFret�yl�yerknad 3 �Madirn 1 AG1GldAIrr+1P1111hAree( ®50u'r8rrltWSrreet �Q Park 1 � w�tSanmAnoBorrinlvrd Pak ceg IvrennWial Park Q Unserved Areas A Delhi Park Tna7ti 5�per T. Joint -Use School Sites Pocket Parks t ,, •:.,:a glrr Park d wlard Inte wdale school a Sarah 4 tmrm 110h raratn Q Pbra Cale ruarlo ® GarSeld Bementag56W ® French Park Sawer Park 7 Qe Roan4edbwaiberElemenrarykhool ® 171 Sve(TnarttPark 01(enler @ Wr etbBemenrarykhoa ® FainiewTliarglekahhatlte pAon Lillie King Special use Facil tics kk Q kladlsonElementary5clnal ®McFatldenTnal�k?alk 0 Par a 5antamehoalPratlkell 3$ QF Godinrtkl�[5[lgal®}Aapleand O[DtlelrtalEzerrr�ePark �Fu �® Sannklawiam kAamoeB4memary5choul erldshipPark San irate ® Wield FinessPark II oT4nnKreao Ter r 0 Neal Nell �aA[hand4f t4NY5tealer o ral i IRVIhaF `�� 14—lk 9nl, m& City of Sania 1�/�n��f�, 5CAG Open nata, 2022 March 2022 ® SANTA ANA PARKS MASTER PLAN APPENDICES MAPB-5: EQUITY ANALYSIS -POVERTY STATUS Exhibit 1 WESTMINSTER PDUNTAI GARDEN GROVE 9 �n 12a { Ion l "12amPPa r �•� �� El++�nri ge Park L 11 ae 12 M Pa cl n %e �J fl¢k . 11 L 7 b' aFParkr r r-� - LOfia 'I 1 Park - f �. Riv rvie ark �._. 1Q C'a'hge or _ Rosita Park •� 15 ar CgsarrpC�haff An els 1 am_pe51n0 1 �Co Unit E k HeP�age ... i LJ Santa ` 29 Anita Park �1 1 v 31 = bJerome Par - - — — �Ceritenriial `Windsor Park 3/� Park 32 re.. x ps � F I!rJll,� 33 Memorial I ■ WV:..o A.p N VALLEY Adams Park I au 39 5�per5tr 43 � na gle f Carl Thornton Park --� X40 ® i Q I Fl — r L a r a.sClly Qoupci� 2'""'°' III 14 18 19 A -Ca 4` ripasa 23 ark S ddleE B;�iwA' 4� 35 1W sc 2021 _- UNINC- Partpla I � Park -- arbrk , i k 12 9� 161.1 \21 �� o rL------ Mad1$on 1 36 Park ) 'ark Delhi Park (�iAllf drrrr�� ark r Lillie 1 ing 55. 7 Parkk 21 \ �5ats��inte �� f 14-1 -, S Joint -Use School Sites aA WII&A InvWnieciile School ® Gockid RemeNag5cl% W Qe Roonen�bwai'certlemeoraryirhool © ktwrel4slaftemenrarySchoW Wdrsw ElemeararySdol QF WdirwH4150901 M moe Derner¢arp5c4d I 1 Below the Poverty Level Legend (IryP0t*Z Citywide Park Community Park Neighborhood Park — Trail Corridor 9 Major Recreation Facility 4rherC' Pmksartdroa4rres Pocket Park Urban Plaza Special Use Facility Mfr(#ftkR50ff 6 Park Resource Undeveloped Park Jolm-Use School Site Iota mtdA*RdIResnumer Parks and Facilities Provided by Qrhers Major Roads+ Freeways Rail Line/Metro Rail r City of Santa Ana 0 Surrouding Cities and Unincorporated Areas School Waterbodies Po�rryuarus (rer�,u rrDr�,t��T��als Less than10% 1 D%- 20% 2D%- 30% 31)% 40% Greater than 40% Pmtfdps 0 Unserved Areas Pocket Parks 0 Sardll Mal Dana ki tlh Gmd" ® French Park ® 171 SueelNutt Park ® Fainiew Tian* R&Wt "rAon ® McFaddenTnargk Park ® Wple and Owdool Err" Park ! Friendship Park ® Wield Fom Park l,lrhdn PI Jr_ij 10 Pkrd Cale cuslo Saw Patk tivircenler SPerial Ust Facilhtip5 a Sanlawmal"kePan ® Santgkwa ladiom IQ cahnlloTennh(emr Neal Marhander Term(tmu Sources: City al Santa A5/151!)LN, SCAG Open Data, 2422 March 2022 0 SANTA ANA PARKS MASTER PLAN APPENDICES MAP B-6: EQUITY ANALYSIS-MAJ NON -WHITE Exhibit 1 GARDEN 13ROVE II 11 ,�_11 A 1 128—plan -!A`I'�� rlframPSN ' �•� £I ridge Park L MorriSan 1 1 a' error � 1 Pa it Park �nelYar�e' _ :e1dCk% / Park J 71 Park T IF 10 F3 71 I '\ 1 '0 El S Iv dor _ Rosita Parkar� Cpsa—rpCeh�ver 9 CamF ksinp ar WES-rPnINSTr_R Mt�r tr ge n 8 Santa i Anita Park L F7�0' U Jerome Park Q An els 1 6Co mc nity ar- 30 29 31 28 — —'— �Cariterinial =Windsor Park 34 Park Mh Squort ' Memorial 1 FOUNTAIN'•/AL:_^S' ' Adams Park 3943 Trrahe Ee f = Carl Thornton Park --� 40 i 4, Park 20 2 1 Partgla Park A17 8 19 Mabufy i ChPe Park Q C bril Maripgsa •Park Park •Q 5 ddl6il � w Park . •° 24 firth ark 2 27 26 25 Cris rctr c Madi5on r 6 IQ Park ) t� 'ark % Delhi Park i �a lr c +''� �} 55, 37 Lillie Y ng Park 3r San Pinte f ; ar ----I ININ•:: Majority Non -White or Hispanic/ Latino Legend (eyP&tt WFoddres Citywide Park Community Park Neighborhood Park — Trail Corridor • Major Recreation Facility iM0ddd arks dUal Parks annF d Facilities Provided by Others Major Roads+ Freeways Rail Line/Metro Rail r City of Santa Ana Surrouding Cines and Unincorporated Areas 5cnool Waterbodies Rnc�fG'rmagruyhiaPerrers',4ar•Whue(9lodGrodp)A(S1r1 i8 Less than 51'k (0 - 50.9%) xUSTIN 51%-60•9% 61 %- 70.9% 71 %- 80.9% 81 %- SO:9% 91%- 100% =40 Unserved Areas mucayft�odero kos Packet Park Urban Plaza Special Use Fdcility 0IfWt#P0res Park Resource Undeveloped Park �JOiRt-U59 school site joint -Use School Sites Wltard Inoerwd4it School ® GarfieW NnfleolarySch W Rooserdidva4er flemenrargsehool Q MorgalhsirEemewagsrh Q MAL=!I rnerlaySdwl F GodreiNil G MarrraeEkmerrtary3crtaar Pocket Parks U "nr01. Sarah May )i W.ie Hefh Garden Q Plaza Ude cua.io �FrudhPark �Sasskp.)s ltrh 5uee Tdante park tnittenter ® ralniew r6angle Hahiw b5lor4an McFkArr rran%k Park spe[i. r Uw F.101.7ws 0Maple and tlmdenmlEaeru2Park BSanralae2oaaPeMkeParN 0 SanraAwSraaiam 0 FerndshipPA 0 UNO Tennis [ewr ® GA114Frmm Park Q Nul.M rhanaerTo%(enrei 0 C.5 2 Mites V Cily Coupci� 14 — 134 $amh2 22 sa wAS/V^7 +9,scnG Open oaw,x � rrrdrrh 2022 Exhibit A MAP B-7: EQUITY ANALYSIS-RES DENSITY Exhibit 1 ORANGE 12a lorlel dam W '.oL "i1i i EI rti ge Park l-- 'F �' M rri5an �_ r 11 a' e 12 ark Santi go GARDEN GRAVE R `aneaa� Jdtekr Par 24 rjq f Projected Residential : J 111 L--Park L I I JNINC. i Unit Density dna PartgEa - Park as 13 Park — Legend 44} River vie 4 (eyPdltWFoduci iNhFrciryPd1 01dk�fif5 { Park r `a ' 11111 Citywide Parll Packet Park -- a 19 1 Community Park Urban Plaza P-1ca, „ Neighborhood Park Spedal Use Facility ad El S Iv dor A e� Mab ry —Trail Corridor 011rrrCiryPm�k'Resow[es .� gar - rcli Pars • Major Recreation Park Resource _ Rosita Park u.. ,M. r 0 ■ C brillo 11 Facility = Undeveloped Park i Ma�eripo9a ar€ � Joint -Use school site An els�rnniF.ark- I dleknadc' r i �G' r Chavez C� Co m nit ; }rg r w Park taralundwral�esnxrer m_psina L ar�s Y�"� Parks and Facilities Provided by Others r.Far 6 �� -.. _ 24111 ' 6 .. WESTivlIIVSTFR He t ge tpa (0 .psi akMajor Roads+Freeways $QRail Line/Metro Rail Q I �7 t T" r_ City of Santa Ana Surrouding Cil and Unincorporated Areas = 28 p 26 25 shoal b 1:1 liar k ctr t 5Wa[erbodies Jerome Park' E _—.—. PrtyettedRrntleroultadihrfkrsrry�2D95GearrafNhnl ----'—. �Ceritennial MaWindsor Park 3435 Less than 15 41 - 50 dulacre Park 2 (E ` TUSTIN dulacre � 51-100 dulacre 15 - 20 dulacre Greater than 100 Madi5on 1� 21 -30 dulacre dulacre P f 36., I� Park 31 40 dulacre PmkGa Memorial Park / Mnserved Areas FOUNTAIN VALLEY Delhi Park j AdamS Park / 39 �. 55e erstr rr� joint -Use sthaoESltes Pocket Parks �.� "nr� �°• y I J 43 Tria gle mark 0 w1ard Inlermedule School @ Sarah MayDnwnie Hefh Golden Q Plard Calk (ua.iri ® Garfied NnfleolarySch W frudh Nrll Sa%capara Carl Thgmton 3°} C) kooscwdidvafl ;l"nrarphool 19 11rh suer Tdante park tnittenter Park C]klwl V� lK Eemewagsrh ®ralniewiriangleWiwb5tor4an 0 Lillie ing 0 Safl111se saubrivs Q kladlsml EkmeituySd:ool � �lcfadAen iral�k dark _•--, Par �• `� tbftli�rSchaol 0Mapleand DmdenmlEMeru2Park BSamalaa2oaaPeMkeParN /l G hlonra Nmentarys(wr 0 fwdship Nrk nra vaSuaium i r f San w_/F ®wdKldE tress park �h�o iemis (ewt cc < Q NulkierhanaerTo%(Prou -� ---r —.—. ark ral i I t T R llhl� "Cily QOl 2 lurs 14 — 13b $6—mt:C.tyar8AMA / ^7 scncopenoaw,zazz Mw,d h 2022 ® SANTA ANA PARKS MASTER PLAN APPENDICES MAP B-8: ACCESS + EQUITY ANALYSIS -SYNTHESIS Exhibit 1 GARDEN GROVE _J Rpsita Park ® GuHCesr WESTNIINSTER FOUNTAIN VALLEY as mA� ORANGE —•— �x — j 1 2a lonel f ■ £Idr ge Park X A` a' f~.?•-a M4rri5an r 11 e 12 Park Santiago Za L-,—•---I ne ar ' Jack Park l dna r r P rtgla Park13 l'ti V ark Rivervie 14 18 Park 19 �.,., 17 J El SIvdor 15 Malarry ar _ Cltepa'sPar ' IIf Park C br'IIo 1 23 �. Mariposa • ar . Park Saddleback Commyclnity • etr=lfj View ?ark -16 Park '� $ir[h L`t . Park g � � � .tea ++ �� - #8 �I. — 27 �8 26 25 3 PaCi� Electric =t i! N %; v Jerome Park- - J l'� `windsor Park JL34 35 i r 1Centennial Park E ;.' �MdiSon 36 �� Narkk , N Memorial Park 1 ■ f, �Delhi Park Adams Park 39 I /r 3 ( J Sm J ,Z94.7.rk _ Carl Thornton Park Lillie Kin g Parkk cr 4 San 001nte/. r r, T - 22 rr3s L _--- 1 8o Parkoral Z-_-------------- 0- ;' °;SCily Qoupci 4 itsI'e5 14 — 13�6 Exhibit A ® SANTA ANA PARKS MASTER PLAN Cggsar Chovez i [-arra—p s1110 I ar IL 4 Anita Park 6IL7 j Jo1 hore School Sites W wltard Inrer(Wute School ® tar W DereeolarySC W 37 (C) bmdidw4er tlemenrarPhool (] htomeVKrEemenrarykhud Q UALM Ekmema Sdwl WineiNll G MonweNmentarys(Wr 1 Park Access + Equity Analysis Synthesis Legend (eyP&tt WFoddies Citywide Park Community Park Neighborhood Park — Trail Corridor • Major Recreation Facility arnercryPmks one rkft Pocket Park Urban Plaza Special Use Facility Outer City Wescames Park Resource Undeveloped Park Joint -Use school site ivtaluddINesiwl[er Parks and Facilities Provided by Others -- Major Roads+ Freeways Rail Line/Metro Rail r City of Santa Ana Surrouding Cities and Unincorporated Areas School Warerbodies Residential Areas CmkSerar kus Fm T 6-minute walk to a City or Community Park -minute walk to a Neighborhood Park y` 5-minute walk to a Pocket Park or Urban Plaza 5-mil walk to a Special Use Facility 5-minute walk to a Undeveloped Paris 5-minute walk to ajoint Use School Site EF!rra C� Unserved Areas jj Unserved Areas with High Severity of Need Pocket Parks 0 nr, Sarah May)gwnie Hefh Garden Q pw Gk [uauo �FrudhPark Sa%capaks i* 5uee Tdante park tnittenter ® r4lniewi6anglehahiwb5W lion M09den iran%k Park SpeGi,111se F]rilriws 0Maple and OrGdenmlEaera2Park BSanralae2oaaPeMkeParN 0 SanraAwSraaiam 0 FwdshipPark 0 GWo Tennis tenkr ® G 110Frmm park Q Neal kiarhaver ren%(Pmel $6—mt, Cdy ar Santa /S/*)(292i . SGNG Open Dau. 2822 rr mh 2022 Exhibit 1 TABLE B-1: ANALYSIS OF SEVERITY OF NEED 1 X 2 X 3 X X X 4 X 5 6 7 8 X X 9 X X X 10 X 11/11a 12/12a 13 X 14 X X 15 X 16 X X X 17 X X 18 19 X 20 X 21 22 23 X X X 24 X X X 25 X X 26 X X 27 X X X 28 X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X I X 29 City Council x x x 14 — 137 SANTA ANA PARKS MASTER PLAN MW TABLE B-1: ANALYSIS OF SEVERITY OF NEED (CON'T) 30 31 32 33 34 35 36 37 38 39 40 41 42 X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X Unserved areas are residential areas that fall beyond a 10-minute walk (1/2-mile access) to City and Community Parks, and a 5-minute walk (1/4-mile access) to Neighborhood Parks and all other city parks, facilities, and resources. Unserved residential gap areas with the highest severity of need, where three or more severity of need categories were check marked. EQUITY ANALYSIS METRICS EJ Community: Areas identified that are disproportionately burdened by multiple sources of pollution. Data provided by the City of Santa Ana using CalEnviroScreen 4.0, 2021. LUE Focus Areas: Five focus areas identified by the General Plan Advisory Committee and refined by City staff along major corridors as most suitable for new development. Boundaries pulled from the 2045 General Plan, Land Use Element. Below the Poverty Level: Census tracts with populations greater than 20% below the poverty threshold (The overall U.S. 5-year ACS poverty rate from 2015-2019 was 13.4%). Majority Non -White: Census tracts with populations for which the racial majority (51% or more) is non -white or Hispanic/ Latino. High Projected Population Density: Land uses that allow 15 dwelling units per acre or more are considered 'high projected population density' for the purposes of this analysis. Residential land use designations and densities were pulled from the 2045 General Plan, Land Use Element. 5/17/2022 APPENDICES Exhibit 1 TABLE B-2: ANALYSIS OF OPPORTUNITIES TO SERVE PARK GAPS M OPPORTUNITIES - I sm _ [RED TEXT] UNSERVED IMPROVE IMPROVE ACCESS TO OTHER CITY- EXPLORE PRIVATE PARK,EXISTING JOINT -USE SCHOOL, PLANNED POTENTIAL ACQUIRE AND TRAIL TRAIL AREA EXISTING OWNED EXISTING FACILITY OR SCHOOL ACQUISITION DEVELOP ANEW CORRIDOR CORRIDOR [BLACK TEXT] PARK PARK PROPERTY" AGREEMENT RECREATION (CLASS 1) (CLASSI/IV) OPPORTUNITY PARK OPPORTUNITY 1 Acquire and develop Neighborhood Park to serve - Improve access to Heritage Park, residents north of 1st St (or entire unserved area, if Heritage Park Neighborhood Park if possible [East/west connection improved access cannot be achieved) needed across East Garden Grove Wintersburg Channel] Address barriers to improve access to Heritage Park [if possible], serving residents south of W 1st St 2 - Although there is a park need, the X unserved residential area is so small, City should explore opportunities Prioritize Class IV connection along W 17th St besides park acquisition 3 - Potential Acquisition Opportunity: Key Connexion Citywide Park Willowick Acquire and provide access to Willowick Golf Course [Willowick] - Key Connection would provide access (Citywide Park) to Golden Loop 4 - JUA - Heritage Elementary School [Partial] Partial - JUA - Fitz Intermediate School Explore opportunities for JUAs (2 options) (Garden Grove, 7th & 8th grades) [Partial] 5 Full [Mile Square - Within a 10-minute (1/2 mile) walk to Improve access to Mile Square Regional Park Regional Park] Mile Square Regional Park 6 Full -JUA - Newhope Elementary School Explore options for JUA with Newhope Elementary School 7 - Improve access to McFadden Triangle Address barriers to improve access to McFadden McFadden Park, if possible [East/west connection Triangle Park [if possible] - along the Santa Ana River Triangle Park Partial X needed to Santa Ana River Trail at or Trail north of Flintstone Dr] - JUA - Russell Elementary School Explore opportunities for JUA (1 option) 8 - JUA-Abraham Lincoln Elementary Acquire and develop Pocket Park (along the trail Partial X Key Connexion Pocket Park School corridor, or west of S Fairview St) - Key Connection would provide access to Golden Loop Explore opportunities for JUA (1 option) 9 - JUA - Romero -Cruz Academy (Elementary School)/Spurgeon Park - Potential Acquisition Opportunity: Acquire and provide access to Willowick Golf Course Partial Citywide Park X Key Connexion [Willowick] Willowick [connection needed across (Citywide Park) Santa Ana River] - Key Connection would provide access Explore opportunities for JUA (1 option) to Golden Loop City Council 14 — 138 5/17/2022 0 SANTA ANA PARKS MASTER PLAN APPENDICES Exhibit 1 TABLE B-2: ANALYSIS OF OPPORTUNITIES TO SERVE PARK GAPS (CON'T) PRIVATE PARK,EXISTING IMPROVE IMPROVE OTHER CITY- EXPLORE SCHOOL, PLANNED POTENTIAL ACQUIRE AND UNSERVED ACCESS TO EXISTING OWNED JOINT -USE FACILITY R TRAIL TRAIL ACQUISITION DEVELOP ANEW AREA EXISTING PARK PROPERTY" SCHOOL RECREATION CORRIDOR CORRIDOR OPPORTUNITY PARK PARK AGREEMENT OPPORTUNITY (CLASS1) (CLASSI/IV) 10 Edna Park 11 Edna Park 11a Memory Lane Park 12 Jack Fisher Park 12a Eldridge Park Morrison Park 13 Jack Fisher Park 14 Jack Fisher Park 15 City Council ® SANTA ANA PARKS MASTER PLAN X Citywide Park (Willowick] X [RED TEXT] -TERVENTI• [BLACK TEXT] — Invest in improvements to Edna Acquire and provide access to Willowick Golf Course Park (3.6 acres) to attract and serve (Citywide Park) residents within a 10-minute (1/2 mile) walk Invest in improvements to Edna Park (3.6 acres) to — Potential Acquisition Opportunity: attract and serve residents within a 10-minute (1/2 Willowick mile) walk — Invest in improvements to Edna Park acres) to attract and serve Invest in improvements to Edna Park (3.6 acres) to residents within a 10-minute (1/2 mile) attract and serve residents within a 10-minute (1/2 walk mile) walk — Improve access to Memory Lane Park, if possible [East/west connection Address barriers to improve access to Memory Lane needed to conned The City Dr S to Park [if possible] the Santa Ana River Trail] Acquire and develop Pocket Park (along east side of — Invest in improvements to Jack Fisher Santa Ana River Trail or along Golden Loop) Pocket Park Park (2.6 acres) to attract and serve residents within a 10-minute (1/2 mile) Invest in improvements to Jack Fisher Park (2.6 acres) walk to attract and serve residents within a 10-minute (1/2 mile) walk — Invest in improvements to Eldridge Park (1.2 acres) to attract and serve Address barriers to improve access to Morrison Park residents within a 10-minute (1/2 mile) [if possible] walk — Improve access to Morrison Park, Invest in improvements to Eldridge Park (1.2 acres) if possible [East/west connection to attract and serve residents within a 10-minute (1/2 needed through Waterstone Park mile) walk Apartments (alley)] — Invest in improvements to Jack Fisher Explore options for JUA with Santiago Elementary Park (2.6 acres) to attract and serve School Full residents within a 10-minute (1/2 mile) walk Invest in improvements to Jack Fisher Park (2.6 acres) — JUA — Santiago Elementary School to attract and serve residents within a 10-minute (1/2 mile) walk — Invest in improvements to Jack Fisher Acquire and develop Neighborhood Park Park (2.6 acres) to attract and serve Neighborhood Park residents within a 10-minute (1/2 mile) Invest in improvements to Jack Fisher Park (2.6 acres) walk to attract and serve residents within a 10-minute (1/2 mile) walk Full — JUA —Wilson Elementary School [Full] Explore options for JUA with Wilson Elementary — JUA — Santa Ana College [Partial] School 14 — 139 5/17/2022 APPENDICES Exhibit 1 TABLE B-2: ANALYSIS OF OPPORTUNITIES TO SERVE PARK GAPS (CON'T) PRIVATE PARK,EXISTING IMPROVE IMPROVE OTHER CITY- EXPLORE SCHOOL, PLANNED POTENTIAL ACQUIRE AND UNSERVED EXISTING ACCESS TO OWNED JOINT -USE FACILITY R TRAIL TRAIL ACQUISITION DEVELOP ANEW AREA PARK EXISTING PROPERTY" SCHOOL RECREATION CORRIDOR CORRIDOR OPPORTUNITY PARK PARK AGREEMENT (CLASS 1) (CLASSI/IV) OPPORTUNITY 16 Angels Partial Key Connection Community Park 17 18 Partial Partial Pocket Park [RED TEXT] -TERVENTI• [BLACK TEXT] — Invest in improvements to Angels Community Park (1.6 acres) to attract Invest in improvements to Angels Community Park and serve residents within a 10-minute (1.6 acres) to attract and serve residents within a (112 mile) walk 10-minute (1/2 mile) walk — JUA — Carver Elementary School [Partial] Explore opportunities for JUA (1 option) — Key Connection would provide access to Golden Loop Acquire and develop Pocket Park (north of W 17th St — JUA — Davis Elementary School to serve future high density residential area) Explore opportunities for JUA (1 option) Neighborhood Park _ JUA — Advanced Learning Academy Explore options for JUA with Advanced Learning (shared between areas 18 and 19) (High School) Academy (High School) 19 — Invest in improvements to Madbury Acquire and develop Neighborhood Park Neighborhood Park Park (5.5 acres) to attract and serve residents within a 10-minute (1/2 mile) Invest in improvements to Madbury Park (5.5 acres) Madbury Park Partial (shared between walk to attract and serve residents within a 10-minute (112 areas 18 and 19) — JUA — Sierra Preparatory Academy mile) walk (Elementary School) Explore opportunities for JUA (1 option) 20 Fairhaven — Explore partnership with Fairhaven Explore partnership with Fairhaven Memorial Park Partial Memorial Park Memorial Park (north of Fairhaven Ave) — JUA — Fairhaven Elementary School Explore opportunities for JUA (1 option) 21 Neighborhood Park — None identified Acquire and develop Neighborhood Park 22 — Although there is a park need, the unserved residential area is so small, X Key Connection City should explore opportunities besides park acquisition Prioritize Class IV connection along W 1st St — Key Connection would provide access to Golden Loop 23 — Invest in improvements to Saddleback View Park (0.9 acres) to attract and Invest in improvements to Saddleback View Park serve residents within a 10-minute (1/2 (0.9 acres) to attract and serve residents within a 10-minute (1/2 mile) walk Saddleback View Chepa's Park Park Partial mile) walk — Improve access to Chepa's Park, if Address barriers to improve access to Chepa's Park possible [North/south pedestrian/ [if possible] bicycle improvements across E Santa Ana Blvd] — JUA — Reach Academy (High School) Explore opportunities for JUA (1 option) City Council 14 — 140 5/17/2022 Exhibit A ® SANTA ANA PARKS MASTER PLAN APPENDICES Exhibit 1 TABLE B-2: ANALYSIS OF OPPORTUNITIES TO SERVE PARK GAPS (CON'T) [RED TEXT] UNSERVED IMPROVE IMPROVE ACCESS TO EXPLORE PRIVATE PARK,EXISTING PLANNED OTHER CITY- JOINT -USE SCHOOL, TRAIL TRAIL POTENTIAL ACQUIRE AND AREA EXISTING EXISTING OWNED SCHOOL FACILITY OR CORRIDOR CORRIDOR ACQUISITION DEVELOP ANEW [BLACK TEXT] PARK PARK PROPERTY AGREEMENT RECREATION (CLASS 1) (CLASS I/IV) OPPORTUNITY PARK OPPORTUNITY 24 - JUA - Reach Academy (High School) [Partial] - JUA - Raymond A Villa Fundamental Intermediate School (6-8 grade) Invest in improvements to Saddleback View Park Saddleback View Golden Loop [Partial] (0.9 acres) to attract and serve residents within a Park Partial Key Connection - Develop Golden Loop - would provide 10-minute (1/2 mile) walk a direct connection to Chepa's Park and Roosevelt -Walker Elementary Explore opportunities for JUA (2 options) School (existing Joint -Use School Site) - Key Connection would provide access to Golden Loop 25 Neighborhood Park - None identified Acquire and develop Neighborhood Park 26 - Invest in improvements to Pacific Electric Park/ Community Garden (1.4 Invest in improvements to Pacific Electric Park/ acres) to attract and serve residents Community Garden (1.4 acres) to attract and serve Pacific Electric Partial [Standard X within a 10-minute (1/2 mile) walk residents within a 10-minute (1/2 mile) walk Park & McFadden] - Develop/ program Standard & McFadden Park (0.7 acres) as Develop undeveloped parkland into Neighborhood Neighborhood Park to serve eastern Park portion of this unserved area 27 - Invest in improvements to Pacific Electric Park/ Community Garden (1.4 Acquire and develop Pocket Park (along Golden acres) to attract and serve residents Loop corridor or Main Street to serve future high within a 10-minute (1/2 mile) walk density residential area) Pacific Electric - JUA- Benjamin Franklin Elementary Park Partial X Golden Loop Pocket Park School Invest in improvements to Pacific Electric Park/ - Develop Golden Loop - would Community Garden (1.4 acres) to attract and serve provide a direct connection to Pacific residents within a 10-minute (1/2 mile) walk Electric Park (Neighborhood Park) and Roosevelt -Walker Elementary School Explore opportunities for JUA (1 option) (Joint -Use School Site) 28 - Invest in improvements to Angels Community Park (1.6 acres) to attract and serve residents within a 10-minute (1/2 mile) walk - Explore partnership with Boys and Invest in improvements to Angels Community Park Angels Boys & Girls Club Girls Club of Santa Ana (1.6 acres) to attract and serve residents within a Community Park Partial of Santa Ana - JUA - Lowell Elementary School 10-minute (1/2 mile) walk [Partial] - JUA - Pio Pico Elementary School Explore opportunities for JUA (4 options) [Partial] - JUA- Benjamin Franklin Elementary School [Partial] - JUA - Santa Ana High School [Partial] City Council 5/17/2022 14 — 141 Exhibit A ® SANTA ANA PARKS MASTER PLANJEW APPENDICES Exhibit 1 TABLE B-2: ANALYSIS OF OPPORTUNITIES TO SERVE PARK GAPS (Cl PRIVATE PARK,EXISTING IMPROVE IMPROVE OTHER CITY- EXPLORE SCHOOL, PLANNED POTENTIAL ACQUIRE AND UNSERVED ACCESS TO EXISTING OWNED JOINT -USE FACILITY R TRAIL TRAIL ACQUISITION DEVELOP ANEW AREA EXISTING PARK PROPERTY" SCHOOL RECREATION CORRIDOR CORRIDOR OPPORTUNITY PARK PARK AGREEMENT OPPORTUNITY (CLASS 1) (CLASSI/IV) 29 Angels Community Park 30 Full [Myrtle & Raitt] 31 32 33 34 35 Pacific Electric Park 36 City Council ® SANTA ANA PARKS MASTER PLAN Full Boys & Girls Club of Santa Ana Partial Full Partial Partial Linear Pocket Key Connection Park [Bristol St and Walnut St] Key Connection [RED TEXT] -TERVENTI• [BLACK TEXT] - Invest in improvements to Angels Community Park (1.6 acres) to attract Acquire and provide access to Bristol Street 1 and serve residents within a 10-minute (Pocket Park/ Linear Park) (1/2 mile) walk - Potential Acquisition Opportunity: Invest in improvements to Angels Community Park Bristol St 1 (Walnut St) (1.6 acres) to attract and serve residents within a - Key Connection would provide access 10-minute (1/2 mile) walk to Golden Loop - Develop/ program Myrtle & Raitt Park (1.1 acres) as Neighborhood Park, providing full access to rec Develop undeveloped parkland into Neighborhood opportunities to residents within this Park unserved area - Explore partnership with Boys and Girls Club of Santa Ana - JUA - Martin Luther King Jr Explore options for JUA with Martin Luther King A Elementary School Elementary School - Key Connection would provide access to Golden Loop Neighborhood Park (shared between - None identified Acquire and develop Neighborhood Park areas 32 and 33) Neighborhood Park - JUA - Mater Dei High School [Partial] Key Connection (shared between - Key Connection would provide access Explore opportunities for JUA (1 option) areas 32 and 33) to Golden Loop Linear Pocket - JUA - Martin Elementary School Explore options for JUA with Martin Elementary Park [Bristol St, -Potential Acquisition Opportunity: School Wilshire Ave to Bristol St 2 (Wilshire Ave to McFadden Acquire and provide access to Bristol Street 2 McFadden Ave] Ave) (Pocket Park/ Linear Park) - Invest in improvements to Pacific Electric Park/ Community Garden (1.4 Invest in improvements to Pacific Electric Park/ acres) to attract and serve residents Community Garden (1.4 acres) to attract and serve X within a 10-minute (1/2 mile) walk residents within a 10-minute (1/2 mile) walk - JUA - Lathrop Intermediate School (Middle School) [Partial] Explore opportunities for JUA (1 option) X 14 — 142 Neighborhood Park - JUA - Edison Elementary School [Partial] Acquire and develop Neighborhood Park (along or west of Main St to serve future high density residential area - could also serve area 34 depending on location) Explore opportunities for JUA (1 option) 5/17/2022 APPENDICES Exhibit 1 TABLE B-2: ANALYSIS OF OPPORTUNITIES TO SERVE PARK GAPS (CON'T) M OPPORTUNITIES sm [RED TEXT] _ UNSERVED IMPROVE IMPROVE EXPLORE PRIVATE PARK,EXISTING PLANNED ACCESS TO OTHER CITY- JOINT -USE SCHOOL, POTENTIAL ACQUIRE AND TRAIL TRAIL AREA EXISTING OWNED FACILITY OR ACQUISITION DEVELOP ANEW EXISTING SCHOOL CORRIDOR CORRIDOR [BLACK TEXT] PARK PARK PROPERTY" AGREEMENT RECREATION (CLASS 1) (CLASS I/IV) OPPORTUNITY PARK OPPORTUNITY 37 Key Connection Neighborhood Park - Key Connection would provide access to Golden Loop Acquire and develop Neighborhood Park 88 - None identified - Extend proposed Class IV trail corridor Pocket Park east of Main St to provide access to Acquire and develop Pocket Park surrounding Community Parks (Lillie King/ Sandpoint/ Bomo Koral) 39 - Invest in improvements to Segerstrom Invest in improvements to Segerstrom Triangle Park Triangle Park (1.3 acres) to attract and acres) to attract and serve residents within a Segerstrom Partial serve residents within a 10-minute (1/2 0- 10-minute (1/2 mile) walk Triangle Park mile) walk - JUA-Thomas Jefferson Elementary Explore opportunities for JUA(1 option) School 40 - Invest in improvements to Segerstrom Triangle Park (1.3 acres) to attract and serve residents within a 10-minute (1/2 Invest in improvements to Segerstrom Triangle Park Segerstrom mile) walk (1.3 acres) to attract and serve residents within a Triangle Park Partial X Golden Loop - JUA - Saddleback High School 10-minute (1/2 mile) walk - Develop Golden Loop - would provide a direct connection to Key Explore opportunities for JUA (1 option) Connection/ Carl Thornton Park (Community Park) 41 Acquire and develop Pocket Park (along trail corridor, - Improve access to Bomo Koral Park, if or east of Bear St and west of Bristol St to serve Bomo Koral Park X Pocket Park possible [East/west connection needed future high density residential area) at southwest corner of park through Southcoast Terrace Condominiums] Address barriers to improve access to Bomo Koral Park [if possible] to serve area east of Bristol St 42 - Develop/ program Griset Park (6.5 Full [Griset Park] X acres) as Community Park, providing Develop and provide access to Griset Park full access to rec opportunities to (Community Park) residents within this unserved area 43 X Neighborhood Park Acquire and develop Neighborhood Park Unserved areas are residential areas that fall beyond a 10-minute walk (1/2-mile access) to City and Community Parks, Key Need: Summarizes the most cost-effective and likely interventions to serve a gap area, recognizing that acquiring parkland and a 5-minute walk (1/4-mile access) to Neighborhood Parks and all other city parks, facilities, and resources. is not feasible in all areas. In some areas, both trail development and another intervention are warranted. Some acquisition Unserved resit t[tfya ar un inc[I[ighest severity of need, where three or more severity of need categories were 14 — 1 43 opportunities for larger parks may serve more than one gap area. 5/ 1 7/2022 check marked. Alternative Intervention: Opportunities to consider if the Key Need(s) identified is not feasible. L L ® SANTA ANA� MASTER PLAN APPENDICES Exhibit 1 TABLE B-3: DETAILED SUMMARY OF KEY NEEDS AND ALTERNATIVE INTERVENTIONS 17 areas would benefit from investments and Improve enhancements to Existing Park Neighborhood Parks to attract and serve residents within a 10-minute (1/2 mile) walk City Parks 6 areas would benefit from addressing barriers to existing parks Improve Access providing greater access to Existing Park 10, 11 - Edna Park 12, 13, 14 - Jack Fisher Park 12a - Eldridge Park 16, 28, 29-Angels Community Park 19 - Mabury Park 23, 24 - Saddleback View Park 26, 27, 35 - Pacific Electric Park 39, 40 - Segerstrom Park 1 - Heritage Park East/west connection needed across East Garden Grove Wintersburg Channel 7 - McFadden Triangle Park East/west connection needed to Santa Ana River Trail at or north of Flintstone Dr 11 a - Memory Lane Park East/west connection needed to connect The City Dr S to the Santa Ana River Trail 23 - Chepa's Park North/south pedestrian/bicycle improvements across E Santa Ana Blvd Partnerships with HOAs required: 12a - Morrison Park East/west connection needed through Waterstone Park Apartments (alley) 41 - Bomo Koral East/west connection needed at southwest corner of park through Southcoast Terrace Condominiums TABLE B-3: DETAILED SUMMARY OF KEY NEEDS AND ALTERNATIVE INTERVENTIONS (CON'T) - 18 JUAs with Explore a joint- elementary schools 23 areas served use school - 8 JUAs with See Tables B-4 and B-5 for additional detail agreement 4 intermediate/high schools Private Park, School, Facility or Recreation Opportunity Existing or Planned Trail Corridor Serving areas 28 and 31 - Boys & Girls Club of 2 partnerships Santa Ana 20-Fairhaven Memorial Park 10 areas focusing on key connections that improve recreation opportunities 3, 8, 9,16, 22, 24, 29, 31, 33, 37 and access to existing parks 3 areas with improved access to park system 24, 27, 40 with access to the Golden Loop Potential 1 citywide park [Willowick] Serving areas 3, 9, and 10 Acquisition Opportunity 2 linear pocket parks 29,34 [Bristol St properties] Acquire and develop a new park 9 neighborhood parks [new acquisitions needed] 6 pocket parks [new acquisitions needed] 1114,19, 21, 25, 32, 36, 37, 43 8, 12, 17, 27, 38, 41 =M M Regional Park 1 Key Need: Summarizes the most cost-effective and likely interventions to serve a gap area, recognizing that acquiring parkland is not 1 area would benefit feasible in all areas. In some areas, both trail development and another intervention are warranted. Some acquisition opportunities for from addressing barriers 5 - Mile Square Regional Park larger parks may serve more than one gap area. to existing regional park providing greater access 2 Alternative Intervention: Opportunities to consider if the Key Need(s) identified is not feasible. 3 Areas served listed asbold/red indicate a high need unserved area. Develop undeveloped 26 - Standard & McFadden 4 The presence of schools within a park gap area presents an opportunity for a partnership orjoint-use agreement to ensure public access parkland to recreation space. However, it does not guarantee that the SAUSD is open to this type of arrangement, nor does it add greenspace in Other City- 2 neighborhood parks 30 - Myrtle & Raitt these deficient areas. See Chapter 6 and 7 for additional information and recommendations. Unserved areas with more than one school Owned Property listed as a Key Need or Alternative Intervention in Appendix B is meant to provide a choice. More than one JUA per unserved area is not Reclaim park resource 42 - Griset Park necessarily recommended. properties along City Cou nci 14 - 144 Bristol St. Neighborhood and Pocket Parks noted in this table indicate a need, without any o5ypr1uW202-2ial sites identified. ® SANTA ANA PARKS MASTER PLAN APPENDICE Exhibit 1 TABLE B-4: AREAS SERVED WITH JOINT -USE SCHOOL AGREEMENT OPPORTUNITIES Areas•• • Abraham Lincoln Elementary School Elementary Partial 1 Benjamin Franklin Elementary School Elementary Partial Partial 3 Carver Elementary School Elementary Partial 1 Davis Elementary School Elementary Partial 1 Edison Elementary School Elementary Partial 1 Fairhaven Elementary School Elementary Partial 1 Heritage Elementary School Elementary Partial 1 Lowell Elementary School Elementary Partial 1 Martin Elementary School Elementary Full 1 Martin Luther King Jr Elementary School Elementary Full 1 Newhope Elementary School Elementary Full 1 Pio Pico Elementary School Elementary Partial 1 Romero -Cruz Academy Elementary Partial 1 Russell Elementary School Elementary Partial 1 Santiago Elementary School Elementary Full 1 Sierra Preparatory Academy Elementary Partial 1 Thomas Jefferson Elementary School Elementary Partial 1 Wilson Elementary School Elementary Full 1 Advanced Learning Academy Intermediate/ High Partial 1 Fitz Intermediate School Intermediate/ High Partial 1 Lathrop Intermediate School Intermediate/ High Partial 1 Mater Del High School Intermediate/ High Partial 1 School Intermediate/ High Partial 1 Reach Academy Intermediate/ High Partial Partial 2 Saddleback High School Intermediate/ High Partial 1 Santa Ana High School Intermediate/ High Partial 1 Notes: -Areas served listed as bold/red indicate a high needs unserved area. -The presence of schools within a park gap area presents an opportunity for a partnership orjoint use agreement to ensure public access to recreation space. However, it does not guarantee that the SAUSD is open to this type of arrangement, nor does it add greenspace in these deficient areas. See Chapter 6 and 7 for additional information and recommendations. Unserved areas with more than one school listed as a Key Need or Alternative Intervention in Appendix B is meant to provide a choice. More than one JUA per unserved area is not necessarily recommended. City Council 14 — 145 5/17/2022 Exhibit A ® SANTA ANA PARKS MASTER PLAN APPENDICES Exhibit 1 TABLE B-5: SUMMARY OF JOINT -USE SCHOOL AGREEMENT PRIORITIES Heritage Elementary School and/or Fitz Intermediate School Newhope Elementary School Russell Elementary School Santiago Elementary School Wilson Elementary School Carver Elementary School Benjamin Franklin Elementary School and/or Lowell Elementary School and/or Pio Pico Elementary School and/or Santa Ana High School Martin Luther King Jr Elementary School Martin Elementary School Saddleback High School City Council 4 6 7 13 15 16 28 31 34 40 Partial Full Partial Full Full Partial Partial Full Full Partial 14 — 146 TABLE B-5: SUMMARY OF JOINT -USE SCHOOL AGREEMENT PRIORITIES (CONT) SEAS WITH JUA IDENTIFIED AS ALTERNATIVE INTERVENTION x Abraham Lincoln Elementary School 8 Romero -Cruz Academy 9 Davis Elementary School 17 Advanced Learning Academy 18 Sierra Preparatory Academy 19 Fairhaven Elementary School 20 Reach Academy 23 Reach Academy and/or 24 Raymond A Villa Fundamental Intermediate School Benjamin Franklin Elementary School 27 Mater Dei High School 33 Lathrop Intermediate School 35 Edison Elementary School 36 Thomas Jefferson Elementary School 39 Partial Partial Partial Partial Partial Partial Partial Partial Partial Partial Partial Partial Partial ' Key Need: Summarizes the most cost-effective and likely interventions to serve a gap area, recognizing that acquiring parkland is not feasible in all areas. In some areas, both trail development and another intervention are warranted. Some acquisition opportunities for larger parks may serve more than one gap area. 'Alternative Intervention: Opportunities to consider if the Key Need(s) identified is not feasible. 'Areas served listed as bold/red indicate a high need unserved area. ^ Full Access: All residents within the identified unserved residential area would gain public access to recreation space with a joint -use school agreement. 5 Partial Access: Only a portion of the unserved residential area would benefit from a joint -use school agreement. 5/17/2022 ® SANTA ANA PARKS MASTER PLAN APPENDICES r. 1 APPEnDIX C: SITE RECOMMEnDATIOnS n This appendix presents a matrix that categorizes recommendations for all existing and proposed parks. The City of Santa Ana is looking to enhance its park system, which requires acquiring, developing, improving, enhancing, restoring, maintaining and reinvesting in parks and facilities. 266 SANTA ANA PARKS MASTER PLAN Exhibit 1 MATRIX INTRODUCTION This appendix presents two tables to summarize park system recommendations. • Table C-2: Recommendations for Existing and Proposed Parks • Table C-3: Additional Recommendations for Trail Corridors and Joint -Use School Parks PARK RECOMMENDATIONS Table C-1: Recommendations for Existing and Proposed Parks presents a matrix noting recommended capital projects for existing parks and potential future park sites. Table rows are divided into two main sections: 1) Existing Parks; and 2) Planned, Proposed and Expanded Parks. Within these two categories, parks are divided into park types as inventoried. The matrix uses a checklist approach to identify sites where specific site interventions are needed. This allows the City to quickly assess which sites are in need of renovation, and how many sites may be targeted for acquisition and new park development. The City may consider other projects not noted in this matrix, as long as they fit with the vision, values, key initiatives and policies of the Parks Master Plan. The intent of this matrix to provide general guidance on systemwide enhancements needed. It informs the costs shown in Appendix E. The matrix includes the following information: City Council SITE INFORMATION • Site: The name of the park or a reference name. Where the new park is intended to meet needs noted in the park access and equity analysis, the corresponding number of the park gap is noted. (See Chapter 4.) • Total Acreage: Total acreage of and existing site or the proposed acreage for a new site. • % of Acreage Developed: The area of the site that is currently developed or will be developed upon completion of recommended improvements. This percentage is an estimate that help account for the natural resources present on site. 14 — 148 SITE INTERVENTION OR OPPORTUNITY As noted in the Chapter 4 and Appendix B, several existing sites could benefit from the following interventions and opportunities to improve park access within several park gaps areas (areas unserved by existing parks). • Potential Expansion: Adjacent properties to park may have the potential for City acquisition for park expansion. As a capacity enhancement project, these expansions are noted under Planned, Proposed and Expanded Parks and simply cross-referenced here. • Enhancement to Attract Residents From Farther Away: Currently, some of Santa Ana's parks attract visitors from mile away, as noted in the City's park service standards. The development of more and more unique recreation facilities at sites noted in this column could help serve nearby unserved areas. • Improved Access to Existing Park: The service area reach of some park sites is limited because of a nearby barrier that impedes walking to the park within a 5- or 10-minute walk. (1/4 or mile) These sites would benefit from access improvements. CAPITAL PROJECTS • Acquire/Expand: Where appropriate, obtain new land for future park development. • Master Plan or Design: Where appropriate, create site master plans, design concepts and/ or feasibility studies. This applies to proposed new parks and to existing sites slated for significant enhancements. Before any major facility is renovated, expanded or developed, the City should create a financial feasibility analysis and market study to ensure that the building is successfully operational when open. • Develop Park: Construct the site to include any infrastructure, utilities, landscaping, recreation facilities and support amenities at the site. • Develop Through Partnership: Contribute to the cost of a new park or facility developed through public/private partnership or public/ public partnership. • New Major Facility Additions: This column includes notes about the addition of any new major facilities at the site. • Improve Comfort Amenities: Make improvements to comfort amenities such as lighting, seating, shade shelters, trash receptacles, bike racks, etc. that are damaged, worn or at end of their lifecycles. These represent minor improvements that affect approximately three percent of the developed portion of the site. 5/17/2022 Exhibit A ® SANTA ANA PARKS MASTER PLAN APPENDICES Exhibit 1 ONGOING MAINTENANCE AND MANAGEMENT All park sites require some type of routine and preventative maintenance to take care of City assets and landscaping. However, parks with higher levels of use, specialized facilities, reservable facilities and organized programs/events typically required a greater level of maintenance. Sites with substantial natural resources may need specialized care for natural resources in addition to the routine maintenance for developed park areas. This section notes the level of maintenance that developed park areas should receive (standard or enhanced). It also indicates where sites have extensive undeveloped or natural areas that require a different type and frequency of maintenance (natural resource stewardship). The table below notes these maintenance levels. • Standard: Provide a basic level of maintenance at parks with regular use. Provide routine and preventative maintenance, plus routine hazard monitoring and basic landscaping care and beautification. • Enhanced: Provide enhanced maintenance at sites that include specialized assets, are programmed or are heavily used. Ensure these sites receive priority during peak use times, as well as special attention to support programming and events. • Natural Resource Stewardship: Steward natural resources that require less frequent and, on occasions, specialized care. Environmental restoration may be needed. • Minor Enhancement: Provide small to medium level of improvements or upgrades to an existing park. Minor renovations may apply to improvements for approximately 15 percent of the site or to a few athletic/sport facilities, outdoor recreation facilities, trail/path, natural area, or park amenities at an existing park, with each individual facility renovation anticipated to cost less than $0.5 million. • Major Enhancement: Provide extensive level of improvements/upgrades to an existing park. Major renovations may include new, large-scale, signature park elements such as play areas, sports fields, extensive trails, considerable accessibility improvements, new picnic shelters, new restrooms, etc. Major renovations are anticipated to affect approximately 30% of the developed portion of the site or add costly features and facilities to the site. These may include multiple improvements projected at or above $1 million. • Major Facility Renovation: These notes are based on projects currently in the City's CIP that explain where sites may require major renovations. • Turf Conversion: At parks where planted turf occurs throughout most of the park, convert up to five percent of the site to native plantings or natural areas requiring less maintenance and water. • Landscape/Plantings: Repair and restore existing landscape and planting areas that have died off or declined. • Asset Management and Replacement: Set aside funds annually to offset the costs of replacing facilities at the end of their lifecycles. This is a small allowance to ensure the City has some funds City Council damaged park features. 14 — 149 5/17/2022 TABLE C-1: SUMMARY OF MAINTENANCE LEVELS — Basic landscape maintenance for safety and aesthetics — Graffiti and — Monitoring and inspection vandalism Standard — Litter pickup removal or repair — Routine and preventative care for — Amenity and site furnishings and facilities facility repair — Restroom cleaning — All tasks in "standard" level, but on a more frequent basis — Specialized facility maintenance — Repair of major (e.g., splashpad) facilities — Sports field turf irrigation and — Program/event/ Enhanced management reservable facility — Janitorial care of buildings (e.g., preparation, community center) setup, or cleanup — Care of floral and botanical plantings, weeding, pruning where applicable ADDITIONAL MAINTENANCE — Routine monitoring and Natural inspection Resource — Tree / brush pruning Stewardship — Mowing (where appropriate) — Trail clearing Parks with regular use (e.g., neighborhood parks). Specialized care is not needed. Parks with specialized assets, buildings and heavier or more frequent use, including events and programs. — Tree canopy protection — Invasive species removal Parks with — Dumping and significant natural g hazards removal — Lake or resources, streambank substantial natural stabilization areas, or located — Natural area adjacent to river corridors. restoration — Natural resource management — Fire prevention Exhibit A JEW- RECOMMENDATIONS FOR TRAILS AND JOINT -USE SITES While not counted as City parkland, off-street trail corridors and joint -use school parks are anticipated to play an important role in the future park system. As noted in Chapters 4 and 5, trails are proposed to enhance connectivity and access to parks. Increasing the number of joint -use school parks is proposed as a cost-effective way to ensure recreation opportunities are available in park gaps areas where schools are well situated to meet local needs: • Table C-2: Presents the recommended or current mileage and/or acreage associated with these existing and proposed assets. • Table C-3: Recommendations for PRCSA Trails and Joint -Use School Parks TABLE C-2: ADDITIONAL RECOMMENDATIONS FOR PRCSA TRAILS AND JOINT -USE SCHOOL PARKS Trail Corridor Existing Trail Corridors 23.3 12.8 Proposed Golden Loop Trail 8.2 4.5 Proposed Key Connection Trails 37.5 20.6 Joint -Use School; xisting Joint -Use Schools 13.3 roposed Joint -Use Schools 42.0 r Schools... 0.0 TOTAL Notes: Acreage for Key Connection Trails and the Golden Loop Trail is calculated based on an average corridor width of 15 feet, drr ga Fnr lninf-llca Srhnnlc ara hacarl nn rnunfc nF I R alamanfA cifac r I a ra^nhic R infermediate or high City Council 14 — 150 school sites x 3 acres. These estimates are influenced by the size of existir l 12M 0 SANTA ANA PARKS MASTER PLAN Site Intervention or Site Info Opportunity RECOMMENDATIONS Repair/ Acquire/Develop /—EnhancemRestore I>m—parovNme aintain Maintain Reinvest o o T O h cNc6 al a ¢ v-Q w u Q z o cN v aN vYw o a v tio o 2m Annual Asset ar a w a C a - o o > c a,c CC vm3 Management &t Q o c E ao a o o o « > o uCL °a 0 c N ReplacementEoE a o oz ¢ °on ¢o`a8;2 2z cTotal .@m al z AllowanceAcreage EXISTING PARKS Q"nity Parks aSANTA ANA PARKS MASTER PLAN APPENDICES 0 Site Intervention or Site Info Opportunity Acquire/Develop RECOMMENDATIONS Improve/Enhance Maintain Reinvest o o T OT 09 >-O QU Y x O 7 N O : Q R 3NWNS `.' OCL O y y. 6Res'tor.e 2 Annual Asset t' `�a CL "O a W S CH av N > 60 > a 0 0'—°wC r a Mana ement & o u" v r o o v s o : o w > "r « 3 'v ` v o ° a; >gTotal °° s Y Replacement von Sites Acreage m o` x C oa aw ww a x w Q w w m o iDa a ZQ a _Q I� o!� m `o; �cc yr w� Zvr Allowance Community -Serving Parks Subtotal 297.2 Neighborhood Parks Parks Subtotal 19.5 SANTA ANA PARKS MASTER PLAN APPENDICES RECOMMENDATIONS Site Intervention or Repair/ Site Info Opportunity Acquire/Develop Qv > cO s«Nh Improve/Enhance!O o i";Restore C; :cNC° MaintainU7vm1 Reinvest o o T O Y °¢ 7 O N a) W W-O U O O S wv 2 m `vYv v c 2Annual Assettoa m ta > > > a a oaoN a M O , -a : Management & ° >y° ° o uv° E oEReplacementTotal CL o o « ° v m 3 m o cL o a) Acreage w w¢W Allowance _w ¢ 0. W&LO Other Parks and Facilities Sarah May Downie Herb Garden French Park �� �����■�����©tea FairviewTriangle Habitat Restoration McFadden Triangle Park w�r�ws Mr OEM Maple and Occidental Exercise Park Friendship Park Garfield Fitness Park Pocket Parks Subtotal now Civic Center Urban Plazas Subtotal Santa Ana Zoo at Prentice Park MEN== Santa Ana Stadium Cabrillo Tennis Center Special Use Facilities Subtotal Other Parks and Facilities Subtotal 42.4 PLANNED, PROPOSED AND EXPANDED PARKS MSANTA ANA PARKS MASTER PLAN APPENDICES N Site Intervention or Site Info Opportunity Acquire/Develop RECOMMENDATIONS ro!v�me ni hanc�e I�>vm /acoE pvo Repair/ Restore estorwe Maintain Reinvest C oo T O NT to v Q x M a ` ° CCvYv i o a vcw o 2 Annual Asset a e M— .a c " e vN Management & CaCC w a m Total p O «va) ` L oo U m °v 11 c NUml Replacement o o o avaw x w a) 0 D Z EAcreage Q — �m v:cNc°i Z Allowance0 SANTA ANA PARKS MASTER PLAN APPENDICES Site Intervention or Site Info Opportunity RECOMMENDATIONS Repair/ Acquire/Develop /aEi ni hance Restore I>vmmpv rovme Maintain Reinvest o o T O T cNc Uvl ¢ a w v " o CL m m wc vYw o v c o 2 Annual Asset tv v aY0o9 s 0— o a 0 > . cpw m v Management & Q° o o -ivai > , `o 0 ° uTotal 0 6 ° c m Replacement ovoa aw w�o s v j66 o z ¢ 2 2 cc °:cr @: mAcreage Allowanceo TOTAL EXISTING AND PLANNED, PROPOSEDPARKS City Council 14 — 155 5/17/2022 Exhibit A ® SANTA ANA PARKS MASTER PLAN APPENDICES M 421 APPENDIX D: ACQUISITION, DESIGN ADD DEVELOPMENT GUIDEMES This appendix presents guidelines for the acquisition, _ r ~ —'� design, development, and renovation of existing and .. new parks systemwide. Quality parks are noted by how successfully they provide welcoming, inclusive greenspace and facilities that support safety, sustainability, access, maintenance efficiencies, ecological values, community character, and diverse needs. •5/17/2022 ■ 284 SANTA ANA PARKS MASTER PLAN Exhibit 1 SYSTEMWIDE GUIDELINES FOR QUALITY PARKS The ideal park and recreation system provides an array of parks with amenities and facilities appropriate to their size, scale, function, and unique surroundings. While the character of each park should be different, park elements reflect specific standards and guidelines that address park safety, usability, maintenance efficiencies, sustainability, layout and location, and accessibility. Site selection, park design, and development choices should support each park's function so that diverse recreation opportunities are provided and sustained om Santa Ana into the future. As noted in the Parks Master Plan, the City of Santa Ana is deficient in park space and should consider all options to acquire additional parkland to meet Level of Service (LOS) standards defined in Chapters 5 and 6. However, this does not suggest that the City should take any or all lands available. To support a successful park system, this appendix presents guidelines to assist in acquiring and developing quality new parks and renovating existing sites to reflect new trends and the needs identified in this Parks Master Plan. These specific guidelines supplement the park policies identified the Master Plan and shall be followed in addition to other State and federal mandates for park development. General acquisition and development guidelines applicable to all types of parks are presented first, followed by specific guidelines by park type. The following guidelines provide criteria for land acquisition and development. Numbered as Guideline (G) 1, 2, 3, etc. for reference, these guidelines address land acceptability, park design, and sustainability. LAND SUITABILITY TG1. Ensure that all land within park site is of a size and shape suitable for park use. Proposed park sites that are too small (as defined by park type), non-contiguous should not be considered. G2. Avoid elements that restrict the function, development or usability of the land, such as underground or overhead utilities, unsuitable topography, or contamination. Avoid sites with overly restrictive easements or other development restrictions. G3. Avoid open space and landscaped areas not suitable for recreation: • Landscaped Areas are a type of open space that is maintained for community aesthetics and beautification, but not for park use. These may include medians, street rights - of -way, gateways along busy streets, public grounds around buildings, etc. • Open space includes parks, but it may also include commercial open space, vacant lands, manicured landscaped areas, water channels and rail infrastructure that is not suitable for use as parkland. TG4. Avoid small parks along busy roads or intersections that are not conducive to social gatherings or play. G5. Carefully consider park sites with of an irregular shape not conducive to park use. Linear corridors along trails, however, may be suitable to add recreation features. G6. Carefully consider the return on investment when acquiring sites already developed for other uses, where demolition or redevelopment may be costly. G7. Carefully consider park sites with extensive or excessive slopes, swales, drainage, creeks, wetlands/biological habitat and similar landscapes. Natural areas acquired for parkland should be suitable for passive recreation at a minimum. G8. Avoid development credits for bike lanes, sidewalks, landscaped areas not intended for recreation, and private park areas open to members only. G9. Allow development credits for public/ private specialized facilities or greenspace that meet the goals and objectives of the Park Master Plan. City Council 14 — 157 5/17/2022 Exhibit 1 LOCATION G10. Locate each park site so surrounding uses have minimal impact on park uses. To the extent feasible, ensure that this park has a minimal negative impact on surrounding residential areas due to park uses, lighting, noise, traffic, etc. Accordingly, residential back -on lots against parks and side -on lots are discouraged. G11. Strive to provide parks that are centralized to the neighborhood or area it is intended to serve. G12. Allow parks that are co -located adjacent to schools or other open space. Do not count these areas as parkland unless they may be developed and/or used for recreation. G13. Where the park edge adjoins a private property, ensure any physical barrier deemed necessary occurs on the private property. DESIGN AND MASTER PLANNING G14. Prepare a site master plan or design concept for each new park. Master planning, phasing, timing, finance and maintenance responsibilities should be addressed. G15. Conduct a financial feasibility study and business plan prior to acquiring or building any major facility, such as a recreation center, aquatic facility or stadium. Specify programming requirements, operations, cost recovery rates, revenue -generation strategies, and market considerations to guide decisions on the types and scale of amenities. City Council G16. Involve all key players in the master planning and design process to address the following issues: maintenance, renovation and replacement costs, funding availability, public safety, recreation programming, and ADA accessibility. G17. Provide opportunities for nearby neighbors and relevant stakeholders to be involved in park master planning and design. G18. When master planning and designing parks, be cognizant of local conditions, including topography, site context, and neighborhood character. G19. Natural features, items of cultural or historical significance, public art, and historic and environmental interpretive elements should be included in parks to contribute to park identity and individual character. G20. Develop distinct themes for each park site to establish a unique character and identity. Contingent with approved City palettes, themes may be highlighted through the use of colors, materials, furnishings, equipment and plant selections. G21. Ensure that proposed park design and construction, including park amenities and facilities, are consistent with City design detail and specifications. G22. Ensure that all elements, facilities, materials and equipment are in compliance with all current safety, accessibility and design standards, laws, regulations and any other 14 — 158 Exhi G23. Emphasize public safety and security by considering Crime Prevention through Environmental Design (CPTED) guidelines in the design and operations of parks and facilities. Guidelines include the appropriate use or exclusion of lights to deter crime, landscaping to allow unobstructed views of surrounding areas, and the location of play equipment and other recreation facilities in areas that are highly visible from the street. G24. Balance maintenance impacts/costs with creative park design to ensure that parks are efficient, sustainable, and affordable to maintain in the long-term. Greater customization may be approved in citywide and special use parks, while elements in neighborhood parks should be designed for greater maintenance efficiencies. G25. Incorporate new technologies into park designs to facilitate operational efficiency. G26. Standardize and preapprove design choices for amenities such as trash receptacles, bike racks, drinking fountains, restrooms, benches, etc., in village parks, mini parks, and linear parks for maintenance ease and cost effectiveness. Customized amenities should be reserved for high -use multi -use community parks and special use parks. ® SANTA ANA PARKS MASTER PLAN APPENDICES SUSTAINABILITY G10. here the park edge adjoins a private property, ensure any physica G27. Implement a water efficiency program in compliance with State water -use requirements for irrigation and fixtures. G28. Use environmentally sustainable park development practices, materials, and green building techniques. Pursue LEED- compliant construction in the development of indoor facilities. This does not require LEED certification. G29. Encourage environmentally sustainable landscape designs that minimize surface water runoff. PARK AMENITIES AND LAYOUT G32. Ensure that all park elements, facilities, materials and equipment comply with current safety, accessibility and design standards, laws, regulations and any other mandated requirements. G33. Ensure that neighborhood parks, as well as smaller pocket parks intended to me the needs of nearby neighbors, at a minimum include some type of play features, an open turf area, an active recreation element, amenities to support social gatherings (seating, tables), and shade. G34. Locate amenities, such as play areas and sports courts, safe distances from roadways, but in areas that are visible from adjoining streets to promote safety. • Position play spaces a minimum of 50' from street or parking areas, when park configuration permits. Enclose play areas that are closer than 25' to arterial or collector streets and parking areas with 3' high non - climbable fence. G35. Design sports fields and sports courts with a north -south orientation. G36. Locate permanent restrooms in highly utilized and visible areas in community, citywide and special use parks to reduce vandalism risks and deter undesirable behavior. • Use permeable surfacing in new paved trails ' Use lawn/turf substitutes in all park areas and parking lots where feasible. not required for recreation. These include grasses and ground cover plants that require • Incorporate bioswales and drainage channels less water, fertilizers, and maintenance as a functional where appropripty Council 14 — 159 5/17/2022 Exhibit 1 G37. Where appropriate, integrate lighting for safety in all parks. Use lighting where appropriate to extend the use of outdoor facilities in community, citywide and special use parks. G38. Integrate non -lattice shade structures, umbrellas, canopies, or trees to provide adequate shade. Include shade in playground designs. G39. Integrate park equipment that is specifically designed to withstand vandalism, graffiti, and fire, as noted on a City -approved list of site furnishings. G40. Provide parking suited to the intended use of the site and compliant with ADA requirements. Strive to provide a minimum of five parking spaces on site per park acre for community, citywide and special use parks. If sports fields are provided, 40 spaces per field should be a minimum guideline. G30. Preserve habitat and natural resources within parks. • Design "no -mow" zones within parks in appropriate places. • Protect existing habitat for native species, where appropriate. • Plant natural vegetation in parking lot islands where appropriate. G31. Integrate sustainable plant materials in landscaping where feasible. • Use drought -tolerant plants where appropriate. • Minimize turf areas that are not designed to support active or passive recreation use. ® T�A PA RKS MASTER PLAN Exhibit 1 IT .� rF `' a: a law ENTRY, ACCESSIBILITY, AND WAYFINDING G32. Ensure that all park elements, facilities, materials and equipment comply with current safety, accessibility and design standards, laws, regulations and any other mandated requirements. G41. Connect parks to surrounding neighborhoods by sidewalks, bicycle lanes and/ or off-street trails to provide multiple ways of accessing parks. Where possible, locate entry near bus stop or crosswalk, or incorporate these into the neighborhood design. G42. Design parks using universal access principles to facilitate access and movement within parks for people of all ages and abilities. Consider surfacing, path width, accessible amenities and facilities., t-- .—_:i G43. Provide a main entry which gives a sense of arrival and entry. Entry point should include park signage and may include special features. G44. Design pathways to accommodate maintenance and emergency vehicle access. When feasible, include a separate entry for maintenance vehicles away from the main entry and away from active play areas. G45. Locate garbage dumpsters for easy access by trash pick-up vehicles, yet away from the park's main entry and away from active play areas. G46. Provide a comprehensive wayfinding and signage program across the network of parks, trails, bikeways, and open space. The program shall include signage, pavement markings, and markers related to site identification, regulatory GUIDELINES BY PARK TYPE Santa Ana's parks are classified by park type to ensure a variety of parks across the system. The following guidelines are organized by park type and specify: • Definition: Overall intent and vision for the park. • Site Character & Adjacencies: Description of park character and primary recreation features. • Size and Configuration: Park size, shape, location. • Access: Guidelines related to parking, trails, transit, entry, etc. • Prioritized Recreation Elements: Desired features and elements to support the site vision. • Additional Recreation Elements to Consider: Amenities and facilities that are suitable for this park and may be considered during the site -specific design process to provide more diverse recreation experiences. (Note: This list is not exhaustive and other types of appropriate amenities and facilities may be considered.) • Prioritized Support Amenities: Amenities required to support park functionality and use. • Landscaping and Vegetation: General character of planting and irrigation. • Additional Considerations: Additional notes about items to consider, provide, or purposely avoid. These guidelines are intended to provide general guidance to City staff, developers, partners or others in the development and renovation of parks. The specific numbers and types of facilities will be determined in design and construction documents. See Chapter 5 for additional definitions of various types of amenities and recreation facilities. Exhibit A ® SANTA ANA PARKS MASTER PLAN APPENDICES Exhibit 1 CITYWIDE PARKS Citywide Parks Parks are Santa Ana's largest parks that provide major recreation facilities, cultural venues and natural areas that serve as citywide destinations for events, programs and activities, attracting visitors from across the entire city and beyond. Typical facilities and features include recreation centers, amphitheaters, swimming pools, sports courts and fields, skate parks, lakes, trails and trailheads, destination playgrounds and group picnic areas. In addition to a variety of support facilities, city parks may also include concessions, reservable facilities or other revenue -generating activities and infrastructure. SITE CHARACTER & ADJACENCIES • Parks are designed to reflect city identity and culture • Parks along busy streets should include a buffer to support safety and mitigate noise • Maintain sight lines into parks from adjacent streets • Site design should encourage interaction with the surrounding uses SIZE & CONFIGURATION • Typically 15 - 100 acres in size • At least 50% of the site should be relatively level and developable for recreation uses • Contiguous, non -linear usable shape ACCESS • Accessible by auto, bus, bicycle or foot • Should be located on a Class I or Class IV trail • Has parking suitable for specialized and sport facilities • Should be located on a transit/bus line • Should have wide paths so all areas of the park are accessible to emergency vehicles • Frontage on a collector or arterial street PRIORITIZED RECREATION ELEMENTS • Major recreation facilities • Athletic facilities, sports fields and courts • Natural features • Trail rest stop/trailhead • Loop trail or other pathway system • Destination or universal, all-inclusive playground • Covered group picnic shelters (large) with barbecues, water, and food prep area • Concessions, reservable facilities or other revenue generating facilities • Specialized or major facilities such as swimming pools, amphitheaters, gardens, dog parks, recreation/community centers and senior centers that support programming • Large group event space with utilities • Art, cultural or historical interpretive features ADDITIONAL RECREATION ELEMENTS TO CONSIDER • Additional group picnic shelters or areas (large, medium, and small) PRIORITIZED SUPPORT AMENITIES • Permanent restrooms • Off-street parking • Facility access paths • Tables, seating, drinking fountain, bike racks, trash receptacles, and dog waste stations • Shade (trees, shelters, canopies, sails) • Park identification signage near main parking lot, street entry, or visible frontage • Wayfinding and interpretive signs • Pedestrian -scale lighting throughout, plus facility lighting • Maintenance/storage facilities LANDSCAPING & VEGETATION • Low -to -medium maintenance plantings, functional landscaping for most of the site • Manicured sports field grass or synthetic turf • Manicured lawn areas for informal play • Trees for shade, habitat, and seasonal interest (evergreen and deciduous) • Drought -tolerant landscaping with drip irrigation, in accordance with WELO (California's Water Efficient Landscape Ordinance). • Bioswales for stormwater filtration ADDITIONAL CONSIDERATIONS 4 None • Parks should be highly accessible, emphasizing May also be accessible via on -street bike paths • Additional specialized facilities • universal acces Ci y Council walkers 14 — 161 5/17/2022 0 SANTA ANA PARKS MASTER PLAN APPENDICES COMMUNITY PARKS Community parks are mid -size parks, which support sports and group gatherings for several neighborhoods or a portion of the city. Typical facilities include sports fields and courts, small group picnic areas, and specialized or unique facilities such as swimming pools, recreation/ community centers and senior centers that support programming. Community parks typically include on -site parking, restrooms and similar support amenities for longer site visits. However, these sites typically have less variety and less greenspace than larger city parks. SITE CHARACTER & ADJACENCIES • Parks are designed to reflect community identity and culture • Parks should be highly accessible, emphasizing universal accessibility and perimeter access. • Where the park is adjacent to a school, park should be accessibe frorntbe.school • Parks along busy streets should include a buffer to support safety and mitigate noise • Maintain sight lines into parks from adjacent streets SIZE & CONFIGURATION: • Typically 5-10 acres in size • At least 75% of the site should be relatively level and developable for recreation uses • Contiguous, non -linear usable shape • Access (parking, trails, transit, entry, etc.) • Accessible by auto, bus, bicycle or foot • Ideally located on a Class I or Class IV trail and/ or on -street bike paths • Sidewalks should connect to park paths for walkers • Has parking suitable for specialized and sport 14 — 162 • Should be located on a transit/bus line • Should have wide paths so all areas of the park are accessible to emergency vehicles • Frontage on a collector or arterial street PRIORITIZED RECREATION ELEMENTS • Sports fields and courts • Play area, medium to large-scale • Small to medium -size picnic shelter(s) with barbecues • Open lawn for programming, sitting and informal play • Specialized or unique facilities that support programming ADDITIONAL RECREATION ELEMENTS TO CONSIDER • Splash pad • Community garden • Additional play features such as skate spots, bocce courts, ping pong tables, pump track, etc. • Off -leash dog area • Loop trail • Trail rest stop/trailhead • Natural areas and trails • Lighting for fields, courts, or pedestrian paths • Event space with utilities • Public art or interpretive element • Major recreation facility, center or aquatic facility such as a recreation Exhibit 1 PRIORITIZED SUPPORT AMENITIES • Permanent restrooms • Off-street parking • Facility access paths • Tables, seating, drinking fountain, bike racks, trash receptacles, and dog waste stations • Shade (trees, shelters, canopies, sails) • Park identification signage near main parking lot, street entry, or visible frontage • Wayfinding and interpretive signs • Pedestrian -scale lighting throughout, plus facility lighting • Maintenance/storage facilities LANDSCAPING & VEGETATION • Low -to -medium maintenance plantings, functional landscaping for most of the site • Manicured sports field grass or synthetic turf • Manicured lawn areas for informal play • Trees for shade, habitat, and seasonal interest (evergreen and deciduous) • Drought -tolerant landscaping with drip irrigation, in accordance with WELO (California's Water Efficient Landscape Ordinance). • Bioswales for stormwater filtration ADDITIONAL CONSIDERATIONS • Avoid citywide or regional -scale facilities, such as sports arenas, arboretums and zoos. 5/17/2022 ® SANTA ANA PARKS MASTER PLAN APPENDICES M SIZE & CONFIGURATION • Typically 1-5 acres in size • Ideally minimum of 2 acres for new sites • Contiguous, non -linear usable shape • At least 90% of the site should be relatively level and developable for recreation uses ACCESS • Access from local or collector streets • Sidewalks should connect to park paths for walkers • May be located along a trail, bike route or bikeway PRIORITIZED RECREATION ELEMENTS • Play area, ages 2-5 and 5-12 • Open lawn area • Active recreation use (sports courts, outdoor fitness equipment, skate spot, and/or youth sports practice field) • Family -size or small group picnic area Exhibit 1 • Looped path or tricycle track PRIORITIZED SUPPORT AMENITIES • On -street parking or angle -in parking; small parking lot for larger sites • Facility access paths • Perimeter path or sidewalks • Tables, seating, drinking fountain, bike racks, trash receptacles, and dog waste stations • Shade (trees, shelters, canopies, sails) • Park identification signage near main parking lot, street entry, or visible frontage LANDSCAPING & VEGETATION • Trees for shade, habitat, and seasonal interest • Drought -tolerant landscaping with drip irrigation, in accordance with WELO (California's Water Efficient Landscape Ordinance). • Manicured sports fields and lawn areas for informal play NEIGHBORHOOD PARKS SITE CHARACTER & ADJACENCIES ADDITIONAL CONSIDERATIONS Neighborhood parks are small parks intended Neighborhood arks may be tucked into 9 p Y • Seating area • Avoid community, citywide, or regional scale YJ tY 9 to serve nearby neighbors. These sites provide neighborhoods, accessible only by foot or ADDITIONAL RECREATION ELEMENTS TO facilities small-scale opportunities for play, picnicking bicycle. CONSIDER • Avoid lighted sports fields and leisure activities for residents that live within . Pedestrian and bicycle -oriented wayfinding • Other small-scale active recreation resources walking or biking distance. Typical facilities and visibility are important to supporting (climbing wall, ping pong tables, chess or • High -noise uses (e.g., basketball courts) include playgrounds picnic tables and open lawn game tables, horseshoe pits, etc.) should be situated away from nearby housing access and safe use. areas. Sports fields, sports courts and trailheads • Outdoor fitness equipment also may be located within neighborhood parks • Parks should not be located adjacent to busy to provide opportunities for local recreation. arterial routes unless uses are buffered from • Natural areas, but not throughout the entire tF-Wil- Woe. City Council 14 — 163 5/17/2022 ® SANTA ANA PARKS MASTER PLAN APPENDICES Exhibit 1 C yyrr' A'r.L - WM w �-.I oil i City Council' POCKET PARKS Pocket parks are small parks that provide greenspace, passive social space, and in some cases a small-scale recreation feature in areas where providing Neighborhood Parks is not feasible. SITE CHARACTER & ADJACENCIES • Small recreation and gathering spots that support fitness and play near homes or along trails • Site should not be a small greenspace along a busy road SIZE & CONFIGURATION • Typically less than 1 acre, but not less than 0.5 acres • Minimum 0.25 acres • At least 90% of the site should be relatively level and developable for recreation uses ACCESS • Park accessible via sidewalk PRIORITIZED RECREATION ELEMENTS • Small open lawn area • Gathering / leisure / picnic spaces (benches, tables, seating) • Play elements (ages 2-5 and 5-12) • Activity station ADDITIONAL RECREATION ELEMENTS TO CONSIDER • Larger play area (ages 2-5 and 5-12) • Small shelter, shade structure, or gazebo • Additional small-scale recreation resource (ping pong table, chess tables, climbing structure, swings, slide, etc.) • Viewpoint • Interpretive signage • Community garden • Trail rest stop PRIORITIZED SUPPORT AMENITIES • On -street parking • Facility access paths • Perimeter path or sidewalks • Tables, seating, bike racks, trash receptacles, and dog waste stations • Shade (trees, shelters, canopies, sails) • Park identification signage near street entry, or visible frontage LANDSCAPING & VEGETATION • Low -maintenance landscaping (e.g., no -mow grass) • Trees for shade and seasonal interest • Drought -tolerant landscaping with drip irrigation, in accordance with WELO (California's Water Efficient Landscape Ordinance). • Smaller, multi -use lawn for informal play ADDITIONAL CONSIDERATIONS • Avoid restrooms, drinking fountains, community -scale facilities, lighting, buildings/ storage, barbecues, and high -maintenance elements or landscaping (e.g., art, ornamental plantings). 5/ 17/2022 SANTA ANA PARKS MASTER PLAN APPENDICES URBAN PLAZAS Urban plazas are small parks with hardscape and greenspace that provide social gathering opportunities in urban and commercial areas. SITE CHARACTER & ADJACENCIES • Are urban sites, primarily for social gatherings and leisure, typically found in commercial areas or office complexes • Serve the immediate area, including residents, nearby employees, patrons of nearby businesses, and visitors • May be programmed to attract people citywide • Site design should encourage interaction with the surrounding uses. SIZE & CONFIGURATION ACCESS • Accessible by auto, bus, bicycle or foot • May be located on bikeway or bike route • Sidewalks should connect to park paths for walkers • Ideally located on a transit/bus line • Frontage on a collector or arterial street PRIORITIZED RECREATION ELEMENTS • Hardscape plaza • Green landscaped areas • Small amphitheater or small event space with seatwalls • Outdoor work infrastructure, including long tables and chairs, electrical hookups, Wi-Fi, and shade ADDITIONAL RECREATION ELEMENTS TO CONSIDER • Coffee cart (operated by a concessionaire or vendor) • Small water feature, potentially with play/spray/ mist o tions that can be turned on and off Exhibit 1 PRIORITIZED SUPPORT AMENITIES • Facility access paths • Perimeter path or sidewalks • Tables, seating, bike racks, trash receptacles • Shade (trees, shelters, canopies, sails) • Park identification signage near street entry, or visible frontage • Pedestrian -scale lighting • Portable restrooms for events LANDSCAPING & VEGETATION • Medium to high -maintenance plantings, functional landscaping for most of the site • Trees for shade, habitat, and seasonal interest (evergreen and deciduous) • Drought -tolerant landscaping with drip irrigation, in accordance with WELO (California's Water Efficient Landscape Ordinance). • Bioswales for stormwater filtration ADDITIONAL CONSIDERATIONS • Site may include a mix of hardscape, • Typically 0.5 — 3 acres in size, but may be as p • Avoid regional -scale facilities, such as sports greenscape, seating, and small event space to large as 5 acres • Art (integrated or stand-alone) arenas, arboretums, recreation centers support small social gatherings and outdoor . Minimum 0.25 acres Utilities to support special events, food carts, •Site may include restrooms and drinking work. The site is intended to provide a local place for lunches, work breaks, coffee, • Site should be relatively level and developable, farmers markets, etc. fountains, but typically does not and activities to serve the employees and although terraces may be provided • Activity stations (lighted or unlighted) customers of nedffrMdl 14 - 165 5/17/2022 Exhibit A ® SANTA ANA PARKS MASTER PLAN APPENDICES SPECIAL -USE FACILITIES Special Use Facilities are sites that support stand-alone major recreation facilities not located within a larger park. These facilities are typically fee -based and are only open when programmed or reserved for use. Their hours of operation and public use are limited. Examples include the Santa Ana Zoo, stadium and tennis centers. SITE CHARACTER & ADJACENCIES • Parks are designed to reflect city identity and culture • Parks should be highly accessible, emphasizing universal accessibility and perimeter access • Site design should encourage interaction with the surrounding uses _,bow SIZE & CONFIGURATION • Varies in size depending on facility use • Site should be relatively level and developable for recreation and/or gathering ACCESS • Accessible by auto, bus, bicycle or foot • Ideally located on a Class I or Class IV trail and/ or on -street bike paths • Has parking suitable for specialized facilities • Should be located on a transit/bus line • Should have wide paths so all areas of the park are accessible to emergency vehicles • Frontage on a collector or arterial street PRIORITIZED RECREATION ELEMENTS ADDITIONAL RECREATION ELEMENTS TO CONSIDER • Play features or activity hub in addition to special use • Food or other concessions • Natural areas • Storage/maintenance buildings PRIORITIZED SUPPORT AMENITIES • Permanent restrooms • On- or off-street parking • Facility access paths • Tables, seating, drinking fountain, bike racks, trash receptacles, and dog waste stations • Shade (trees, shelters, canopies, sails) • Wayfinding and interpretive signs • Pedestrian -scale lighting throughout, plus facility lighting • Maintenance/storage facilities LANDSCAPING & VEGETATION • Medium to high -maintenance plantings, functional landscaping for most of the site • Trees for shade, habitat, and seasonal interest (evergreen and deciduous) • Drought -tolerant landscaping with drip irrigation, in accordance with WELO (California's Water Efficient Landscape Ordinance). • Bioswales for stormwater filtration ADDITIONAL CONSIDERATIONS • Facilities vary depending on site use • Park identification signage near main parking • None . p14 ,,i.,,. ,.. hirtg;i al iA%Q..,.,,ti"Q fQat,,wg lot, street entry, or visible frontage City Council 14 — 166 5/17/2022 ® SANTA ANA PARKS MASTER PLAN --------- -------- 4-- .e N -. !� I� amw - - _ ": APPENDIX E: CAPITAL ADD OPERATIONS COSTS This appendix summarizes costs to carry out recommended capital projects and maintain the park system. A significant investment is needed to enhance and add parks to Santa Ana's park system. The City can use the costs noted here to inform annual budgeting and establish priorities for implementation. LNFDTIM 306 SANTA ANA PARKS MASTER PLAN APPENDICES COST MODEL INTRODUCTION This appendix introduces the planning -level cost estimates associated with recommendations for existing parks and potential future park sites and recreation facilities. It explains how capital and operations costs were calculated for the Parks Master Plan. acquires a site that requires demolition and clean-up to convert it to park spaces, cost may be higher. If the City acquires a large parcel, total land costs may be lower than shown. Most costs will be further refined when site master plans and construction documents are created, prior to site development or renovation. The estimates are based on general order -of - magnitude in costs to assist in evaluating and The costs noted here are more than the City ESTIMATED COSTS BY SITE Table E-1: Summary of Estimated Capital and Operations Costs by Site presents total costs by site based on planning level cost estimates. These costs are aggregates of the detailed Table E-2: Estimated Planning and Project Costs by Site and Category, which includes the following information as noted below. Costs are based on per -acre or per -site costs for six different classifications of sites, as shown in Table E-3. Table rows are divided into two main sections: 1) Existing Parks; and 2) Planned, Proposed and Expanded Parks. Within these two categories, parks are divided into park types as inventoried. CAPITAL PROJECTS Capital costs represent one-time costs to acquire, develop, build or renovate park infrastructure and features. • Acquire/Expand: This is a per -acre cost to obtain new land for future park development. Costs assume purchase of property and are based on Santa Ana land cost estimates. Sites may be acquired through other means (e.g., easement, partnership) that would offset acquisition costs. prioritizing projects for future consideration will likely spend over the next ten years. It does • Master Plan or Desi n• This cost for site master Exhibit 1 a portion of the site, as indicated in the "% of acreage developed" definition. Costs for site development will range in scale based on site conditions and park type/design, so some costs may be lower or higher than provided. Costs are based on Southern California estimates with updates by MIG based on cost averages of comparable communities. • Develop through Partnership: These cost estimates apply to the City's portion of estimated cost for public/private project partnerships. These are estimated based on information found in the 2022 City Capital Improvement Program (CIP). • New Major Facility Additions: These cost estimates apply to unique or specific features added to a site. The costs are specifically identified to cover the cost of the added facility. These are estimated based on information found in the 2022 CIP. • Improve Comfort Amenities: Comfort amenity improvements are anticipated to affect approximately three percent of the developed portion of the site. Costs are calculated at three percent of full park development costs, based on MIG estimates using averages of comparable communities and projects. in the City-wide Capital Improvement Plan not include costs associated with existing trail g plans, design concepts and/or feasibility studies (CIP). Costs are in 2022 dollars not accounting maintenance or new trail development, which assume a medium level of effort b desi Hers/ y g Minor Park Renovation or Improvements: for inflation. Recognizing the volatility of are calculated in conjunction with transportation planners based on industry profession averages. Minor renovations or improvements are pricing and supply chain issues, these costs planning. It does not include capital or operations Larger sites will have greater planning and anticipated to affect approximately 15 percent are intended to provide general guidance dollars for investment in joint -use school sites. design costs. for project planning. Actual costs will vary It is intended to inform conversations and of the developed portion of the site. Costs are from these estimates. For example, if the City budgeting for parkland enhancements. • Develop Park: These estimates are fully loaded calculated at 15 percent of full park development s using averages of City Council 14 — 168 costs to account or the development o a or comparable51442=projects. %NTA ANA PARKS MASTER PLAN Exhibit A APPENDICES Exhibit 1 • Major Park Renovation or Improvements: Major renovations or improvements are anticipated to affect approximately 30 percent of the developed portion of the site. Costs are calculated at 30 percent of full park development costs, based on MIG estimates using averages of comparable communities and projects. • Turf Conversion: Turf conversions are anticipated to affect approximately five percent of the developed portion of the site. Costs are calculated at five percent of full park development costs, based on MIG estimates using averages of comparable communities and projects. • Landscaping/Plantings: Landscape/Plantings are anticipated to affect approximately two percent of the developed portion of the site. Costs are calculated at two percent of full park development costs, based on MIG estimates using averages of comparable communities and projects. MAINTENANCE Maintenance costs are identified in three categories and represent the estimated annual amount needed to maintain existing parks and new parks when developed. All sites receive at a minimum a standard level of care to maintain developed and natural areas. Some sites also receive a greater level of maintenance as noted below. • Standard Maintenance: The standard level of maintenance includes routine monitoring, inspection and care of recreation facilities, natural areas and landscaping. Costs are calculated for 100% of every site, reflecting City Council maintenance needs after sites are developed or improved. These are estimated based on expenditures for average park maintenance costs, FY 2021-22 budget. • Enhanced Maintenance: Enhanced maintenance is needed at highly -visible, heavily - used sites that include specialized assets. Costs are based on the percentage of developed acreage at selected sites and added to the basic maintenance cost. These are estimated based on expenditures for average park maintenance costs, FY 2021-22 budget. • Nature Resource Stewardship: Nature resource stewardship is needed at larger Citywide Parks that have lakes or undeveloped areas left in a mostly natural state. These funds represent an allowance to attend to preservation, restoration or protection of natural resource areas. Costs are assessed for the undeveloped/natural portions of parks only. These are estimated based on expenditures for average park maintenance costs, FY 2021-22 budget. REINVEST This annual allowance may be set aside to offset the costs of replacing facilities at the end of their lifecycles. Funds can be used for major repairs, but these funds are not intended to support routine maintenance. • Asset Management & Replacement: These annualized costs are based on a 20-year replacement schedule to update one -quarter of the park, including landscaping and amenities. 14 — 169 Exhihit.A PLANNING -LEVEL COSTS BY CATEGORY Table E-2 introduces the allocations and per -acre costs use to calculate total capital and operations costs by site. Most costs apply to the developed portions of parks only, or in the case of natural resource stewardship, for the undeveloped/natural portions of parks. Maintenance costs are assessed for the entire site, reflecting the need to maintain both developed facilities and natural areas. These costs are differentiated for six park types. In general, project costs are higher in parks with more developed areas and specialized facilities, as well as in small sites with more intensive development and less open space • Citywide Parks: provide major recreation facilities, cultural venues and natural areas that serve as citywide destinations for events, programs and activities, attracting visitors from across the entire city and beyond. • Community Parks: support sports and group gatherings for several neighborhoods or a portion of the city. • Neighborhood Parks: provide close -to -home recreation opportunities. • Pocket Parks: provide greenspace, passive social space, and in some cases a small-scale recreation feature. • Urban Plazas: provide hardscape and greenspace that provide social gathering opportunities in urban and commercial areas. • Special Use Facilities: support stand-alone major recreation facilities not located within a larger park. These facilities are typically fee - based and only open when programmed or reserved for use. TABLE E-1: SUMMARY OF ESTIMATED CAPITAL AND OPERATIONS COSTS BY SITE ity Parks ;ntennial Park intiago Park url Thornton Park rome Park emorial Park ty Parks Subtotal ommunity Parks indsor Park imo Koral Park lie King Park :Ihi Park ,rtola Park Salvador Park isita Park ✓erview Park ndpointe Park rbrillo Park :sar Chavez Campesino Park oitage Park adison Park Jams Park orrison Park me Anita Park ,ch Park rmmunity Parks Subtotal Edna Park Jack Fisher Park Angels Community Park Pacific Electric Park Saddleback View Park Memory Lane Park Chepa's Park Mariposa Park Colonel William W. Eldridge Park Segerstrom Triangle Park City Council ® SANTA ANA PARKS MASTER PLAN $ 10,219,000 i $ 320,000 $ $ 8,999,000 $ 6,566,000 $ 40,754,000 ,223,000 $ 290,000 $ $ 193,000 $ $ 163,000 $ $ $ 2,376,000 $ 130,000 $ $ 2,288,000 $ 3,848,000 $ 125,000 $ $ 125,000 $ $ 11980,000 $ 119,000 $ $ 1,820,000 $ 109,000 $ $ 3,648,000 $ 107,000 $ $ 696,000 $ 104,000 $ $ 2,490,000 $ 100,000 $ $ 1,155,000 $ 92,000 $ $ 2,812,000 $ 2,405,000 $ 91,000 $ $ 78,000 $ $ 1,088,000 $ 77,000 $ $ 1,920,000 $ 72,000 $ $ 1,254,000 $ 68,000 $ $ 765,000 $ 1,122,000 $ 61,000 $ $ 61,000 $ $ 720,000 $ 29,000 $ $ 32,387,000 $ 111,610,000 $ 2,971,000 $ 1,925,000 $ 30,000 $ $ 1,890,000 $ 20,000 $ $ 1,456,000 $ 14,000 $ $ 840,000 $ 735,000 $ 9,000 $ $ 8,000 $ $ 473,000 $ 5,000 $ $ - $ 3,000 $ $ 224,000 $ - $ 2,000 $ $ 2,000 $ $ 315,000 $ 7,000 $ $ 341,000 $ 7,000 $ Exhibit 1 TABLE E-1: SUMMARY OF ESTIMATED CAPITAL AND OPERATIONS COSTS BY SITE (CONT) Pocket Parks Sarah May Downie Herb Garden $ $ $ 2,000 429000 French Park $ $ 1,000 $ 3,000 341,000 17th Street Triangle Park $ 280,000 $ 3,000 $ 11,000 304,000 211000 178,000 Fairview Triangle Habitat Pestoration $ 131,000 $ 3,000 $ 11,000 McFadden Triangle Park $ 150,000 $ 4,000 $ 13,000 Maple and Occidental Exercise Park $ 188,000 $ 5,000 $ 16,000 130'� Friendship Park $ 21,000 $ $ 2,000 130,000 130,000 Garfield Fitness Park $ 19,000 $ $ 2,000 124,000 Urban Razes 114,000 111000 Plaza Calle Cuatro $ $ 1,000 $ 4,000 109,000 Sasscer Park $ 405,000 $ 6,000 $ 17,000 104000 Civic Center $ $ 27,000 $ 92,000 Urban Plazas Subtotal 113,000 Special Use Facilities 96000 95,000 81,000 Santa Ana Zoo at Prentice Park $ 4,935,000 $ 338,000 $ 411,000 80,000 Santa Ana Stadium $ 1,838,000 $ 126,000 $ 153,000 75,000 Cabrillo Tennis Center $ - $ 65,000 $ 79,000 Neal Machander Tennis Center $ - $ 59,000 $ 72,000 1 Use Facilities Subtotal 715,000 • rrr : rrr :rrr TOTAL EXISTING PARKS 3.7 4.391.000 71,000 64,000 64000 30,000 79,000 Centennial Park Expansion 57000 Santiago Park Expansion 35000 31000 City Parks Subtotal Community Parks 20000 Griset Park (conversion for park use) 13000 Warner Ave Site 0 Salvador Park Expansion 9,000 Santa Anita Park Expansion 9,000 Cesar Chavez Campesino Park Expansion 26,000 Delhi Park Expansion 28,000 r rrr Community Parks Subtotal 14 - 170 Exhibit $ 295,031,000 $ $ 11,063,000 1 $ 821,000 $ 829,000 35,000 $ 39,000 $ 7,375,000 $ 313,469,000 $ 24,000 $ 26,000 $ 6,500,000 $ $ 52,800,000 $ $ 5,935,000 $ 78,000 192,000 19,000 $ 81,000 $ 200,000 $ 20,000 $ 24,265,0001 $ 87,000 $ 90,000 $ 9,055,000 $ $ 11,395,000 $ $ 109,950,000 $ 30,000 39,000 445,000 $ 32,000 $ 41,000 $ 464,000 5/17/2022 APPENDICES TABLE E-1: SUN Total• Level Costs 1"W New Neighborhood Park F (Gap Area 32) 0 $ 8,300,000 $ 2 U 11,000 $ 44,000 New Neighborhood Park G (Gap Area 36) $ 8,300,0001 $ 11,000 $ 44,000 New Neighborhood Park H (Gap Area 37) $ 8,300,000 $ 11,000 $ 44,000 New Neighborhood Park I (Gap Area 34) $ 8,300,0001 $ 11,000 $ 44,000 Neighborhood Parks Subtotal 76,925,000 $ 420,0 Pocket Parks Standard and McFadden Park $ 2,600,0001 $ 3,000 $ 11,000 Flower& 10th Park $ 2,600,000 $ 3,000 $ 11,000 Bristol Street Ste A $ 2,425,000 $ 3,000 $ 10,000 Bristol Street Ste B $ 6,555,000 $ 8,000 $ 29,000 171h Street Triangle Park Expansion $ 3,650,000 $ 5,000 $ 16,000 New Pocket Park A (Gap Area 8) $ 1,900,000 $ 2,000 $ 8,000 New Pocket Park B (Gap Area 12) $ 1,900,000 $ 2,000 $ 81000 New Pocket Park C (Gap Area 17) $ 1,900,000 $ 2,000 $ 8,000 New Pocket Park D (Gap Area 27) $ 1,900,000 $ 2,000 $ 8,000 New Pocket Park E (Gap Area 38) $ 1,900,000 $ 2,000 $ 8,000 New Pocket Park F (Gap Area 41) $ 1,900,000 $ 21000 $ 8,000 New Linear Pocket Park A (Gap Area 29) $ 3,650,000 $ 5,000 $ 16,000 New Linear Pocket Park B (Gap Area 34) $ 3,650,000 $ 5,000 $ 16,000 Pocket Parks Subtotal Special Use Facilities Aquatic Facility Partnership (Centennial Park) $ 8,500,000 $ - $ Potential Neighborhood Center $ 6,000,000 $ 4,000 $ 4,000 Special Use Facilities Subtotal 14,500,000 $ 4,000 $ TOTAL PLANNED, PRO POSED AN D IXPANDED PARKS TOTALy 0 SANTA ANA PARI Exhibit 1 TABLE E-2: ESTIMATED PLANNING AND PROJECT COSTS BY SITE AND CATEGORY Sites EXISTINGE Community Parks City Parks Acquire/Develop • •Repair 0 Annual Asset Oil Management & 9 C Allowance Centennial Park $ $ - $ - S - $ $ - $ - $ 10,284,75 $ 1,714,12 $ 685,65o $ - S 391,80 $65,30 $ 428,53 Santiago Park $ S 1,500,00 S - S - $ $ - $ - $ 8,174,25 $ - $ 544,9 $ - $ 311,40 $ 8,85 $ 340,5 Carl Thornton Park $ $ - $ - $ - $ $ - $ - $ 7,296,18 $ 1,216,031 $ 486,41 $ - $ 277,950 $ 12,26 $ 304,00 Jerome Park $ - $ 1,500,000 $ - $ - $ $ - $ - $ 5,066,25 $ - $ - $ - $ 193,000 $ - $ 211,0 Memorial Park City Parks Subtotal Community Parks $ - $ 1,500,000 $ 14,262,500 $ - $ 20,000,0W $ - $ - $ 4,278,75 $ 713,125 $ - $ - $ 163,000 $ - $ 178,28 20,000,001 $ 1,337,15( $ 86,21E $ 1,462,50 Windsor Park $ $ - $ - $ - $ $ - $ 1,620,000 $ - $ 540,00 $ 216,00 $ - $ 129,600 $ - $ 135,00 Bomo Koral Park $ $ - $ - $ - $ $ - $ 1,560,000 $ - $ 520,00 $ 208,00 $ - $ 124,800 $ - $ 130,0011 Lillie King Park $ $ - $ - $ - $ $ - $ - $ 3,120,00 $ 520,00 $ 208,00 $ - $ 124,800 $ - $ 130,00 Delhi Park $ $ - $ - $ - $ $ - $ 1,485,000 $ - $ 495,00 $ - $ - $ 118,800 $ - $ 123,75 Portola Park $ $ - $ - $ - $ $ - $ 1,365,000 $ - $ 455,00 $ - $ - $ 109,200 $ - $ 113,75 0 Salvador Park $ $ 800,00 $ - $ - $ $ - $ - S 2,670,00 $ - $ 178,00 $ - $ 106,800 $ - $ 111,25 rmstaPark $ $ - $ - $ - $ $ 261,000 $ - $ - $ 435,000 $ - $ - $ 104,400 $ - $ 108,75 Rverview Park $ $ - $ - $ - $ $ - $ - $ 2,490,00 $ - S - $ - $ 99,600 $ - $ 103,75 Sandpointe Park $ $ - $ - $ - $ $ - $ 1,155,000 $ - S - S - $ - $ 92,400 $ - $ 96,25 Cabrillo Park $ $ - $ - $ - $ $ - $ - $ 2,280,00 $ 380,000 $ 152,00 $ - $ 91,200 $ - $ 95,00 Cesar Chavez Campesino Park $ $ - $ - $ - $ $ - $ - $ 11950,00 $ 325,000 $ 130, $ - $ 78,000 $ - $ 81,25 Heritage Park $ $ - $ - $ - $ $ - $ 960, $ - $ - $ 128,00 $ - $ 76, $ - $ 80,00 Madison Park $ $ - $ - $ - $ $ - $ - $ 1,800,00 $ - $ 120,00 $ - $ 72, $ - $ 75,00 Adams Park $ $ - $ - $ - $ $ - $ 855, $ - $ 285,00 $ 114,00 $ - $ 68,400 $ - $ 71,25 Morrison Park $ $ - $ - $ - $ $ - $ 765,000 $ - $ - $ - S - $ 61,200 $ - $ 63,75 Santa Anita Park $ $ - $ - $ - $ $ - $ 765,000 $ - $ 255,00 $ 102,00 $ - $ 61,200 $ - $ 63,75 Birch Park Community Parks Subtotal Community -Serving Parks Subtotal Neighborhood Mabury Park $ $ $ $ - $ rr rr S - S - r $ - S - S - $ r rrr rr $ $ - $ - S 720,00 261, $ rr 10,530,00( r r $ $ 1,443,7 $ - $ - S 481,25 $ - r1� S - $ - $ - $ 30,2 $ 28,800 1,548, $ 2,885,15( $ - $ - $ $ 86,21' $ - $ 30,00 $ 3,075,00f S 120,31 Edna Park $ $ - $ - S - $ $ - $ - $ 1,890,00 $ - S - $ 19, $ - $ - $ 78,75 Jack Fisher Park $ $ - $ - $ - $ $ - $ - $ 1,365,00 $ - $ 91,00 $ 14, $ - $ - $ 66,87 Angels Community Park $ $ - $ - $ - $ $ - $ - $ 840,00 $ - $ - $ 8, $ - $ - $ 35,00 Pacific Electric Park $ $ - $ - $ - $ $ - $ - $ 735,00 $ - $ - $ 7,7 $ - $ - $ 30,62 Saddleback View Park $ $ - $ - $ - $ $ - $ - $ 472,50 $ - $ - $ 4,9 $ - $ - $ 19,68 Memory lane Park $ $ - $ - $ - $ $ - $ - $ - $ - $ - $ 3, $ - $ - $ 13,12 Chaps's Park $ $ - $ - $ - $ $ - $ - $ 210,00 $ - $ 14,00 $ 2,2 $ - $ - $ 8,75 Mariposa Park $ $ - $ - $ - $ $ - $ - $ - $ - $ - $ 2,2 $ - $ - $ 8,75 Colonel William W. Eldridge Park $ $ - $ - $ - $ $ - $ 315,00 $ - $ - $ - $ 6, $ - $ - $ 26,25 Segerstrom Triangle Park $ $ - $ - $ - $ $ - $ 341,250 $ - rr rrr '. 5,512,500105,000 $ - $ - $ 7,1 r $ - $ - $ 28,43 City Council 14 - 172 5/17/2022 Exhibit 1 TABLE E-2: ESTIMATED PLANNING AND PROJECT COSTS BY SITE AND CATEGORY (CON'T) OtherLL a& • •• < • •Repair W 2 66 Pocket Parks Sarah May Downie Herb Garden $ - $ - $ - $ - $ - $ $ - $ - $ - $ - $ - $ - $ - $ - $ - $ $ - $ - $ - $ - $ 1,56 $ 3,12 French Park $ $ - $ - $ - $ - $ a forth Street Triangle Park $ $ - $ - $ - $ $ - $ - $ 262,50 $ - $ 17,51K $ 3,1 $ - $ - $ 10,93 Fairview Triangle Habitat Restoration $ $ - $ - $ - $ $ - $ 131,25 $ - $ - $ - $ 3,1 $ - $ - $ 10,93 McFadden Triangle Park $ $ - $ - $ - $ $ - $ 150, $ - $ - $ - $ 3, $ - $ - $ 12,50 Maple and Occidental Exercise Park $ $ - $ - $ - $ $ - $ 187, $ - $ - $ - $ 4, $ - $ - $ 15,62 Friendship Park $ $ - $ - $ - $ $ - $ 18,7 $ - $ - $ 2,50 $ 450 $ - $ - $ 1,56 Garfield Fitness Park Pocket Parks Subtotal $ $ - $ - $ - $ $ - - $ 18,7 $ 5040 $ - $ - $ - $ $ - $ - $ 1,56 Urban Plazas Plaza Calle Cuatro Sasscer Park Civic Center $ $ - $ - $ - $ - $ - $ $ - $ - $ - $ $ $ •I $ 405,00 $ - $ - $ - $ - - $ - $ - $ $ - $ - $ - $ - $ - $ - $ - $ $ - $ $ 26,950 $ 26,95( $ 1,300 $ - $ 3,75 5,850 $ - $ 16,87 - $ - $ 91,87 7,15( $ - $ $ $ - $ - $ $ - $ - Urban Plazas Subtotal Spedal Use Facilities Santa Ana Zoo at Prentice Park Santa Ana Stadium Cabrillo Tennis Center Machander Tennis Center Use Facilities Subtotal $ - $ - $ - $ - $ - $ $ - S - S - $ - $ - $ L4,935,000$ - $ - $ - $ - $ - $ - $ $ - $ - $ - $ - $ - $ - $$ - $ - $ - $ - $9il $ - $$ - a - $ - $ $ $ - $ $ u $ 5,300,000 $ 14,262,500 $ $ 20,000,000 $ 261,000 $ 19,908,750 $ 56,310,18 $ - $ - $ - $ - $ - $ - $ - $ - - $ - r ur $ 8,334,531 $ 3,398,013 $ - $ - $ - $ - $ - .r $ 150,850 $ 338,400 $ - $ 411,25 $ 126,000 $ - $ 153,12 $ 64,800 $ - $ 78,75Neal $ 59,400 $ - $ 72,18Special $ 588,600 $ - $ 715,31 $ 3,480,900 $ 86,213 $ 4,387,19 TOTAL EXISTING PARK •••••moo• AND EXPANDED PAWS City Parks Willowick St( Centennial Park Expansion Santiago Park Expansion $ 227,250,00( $ 1,500,00( $ 66,281,25( $ - $ $ 7,965,000 $ - $ 3,097, $ - $ $ 5,310,000 $ - $ 2,065, S - $ $ - $ - $ - $ - S - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - S - $ - $ 757,50( $ 35,40 $ 23,60 $ 63,12( $ - $ - $ 828,51 $ 38,71 $ 25,81 893,04 $ 240,525, $ 1,500,00( $ - Community Park: Griset Park (conversion for park use) $ - $ -I $ 6,500, $ - $ $ - $ - $ - $ - $ - $ - $ 78, $ - $ 81,25 Warner Ave Ste $ 36,000,000 $ 800,000 $ 16,000,000 $ - $ $ - $ - $ - $ - $ - $ - $ 192,000 $ - $ 200,00 EI Salvador Park Expansion Santa Anita Park Expansion Cesar Chavez Campesino Park Expansion Delhi Park Expansion Community Parks Subtotal $ 3,555,000 $ 800,000 $ 1,580,000 $ - $ $ - $ - $ - $ - $ - $ - $ 18,960 $ - $ 19,75 $ 16,245,000 $ 800,000 $ 7,220,000 $ - $ $ - $ - $ - $ - $ - $ - $ 86,640 $ - $ 90,25 $ 5,715,000 $ 800,000 $ 2,540,000 $ - $ $ $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - - $ 30,480 $ - $ 39,120 $ - $ 445,20( $ $ 31,75 $ 40,75 75 $ 7,335,000 $ 800,000 $ 3,260,000 $ - $ 4,000,001[$ 37,100,001 $ Neighborhood Parks Myrtle and Raitt Park $ - $ 300,00 $ 1,925, S - $ $ - $ - $ - $ - $ - $ 6,0 $ - $ - $ 24,06 New Neighborhood Park A (Gap Area 1) $ 4,500,000 $ 300,00 $ 3,500, S - $ $ - $ - $ - $ - $ - $ 11,0 $ - $ - $ 43,75 New Neighborhood Park B (Gap Area 14) $ 4,500,000 $ 300,00 $ 3,500,000 $ - $ $ - $ - $ - $ - $ - $ 11,0 $ - $ - $ 43,75 New Neighborhood Park C (Gap Area 19) $ 4,500,000 $ 300,00 $ 3,500.000 $ - $ $ - $ - $ - $ - $ - $ 11, $ - $ - $ 43,75 New Neighborhood Park pp((//'���''a''44``A,rea((��yy'��� 4,500,000 $ 300,00 $ 3,500, $ - $ - $ - $ - $ - $ - $ 111 $ - $ 43,75 New Neighborhood Park P(62�feaY9ou 4,500,000 S 300,00 $ 3,500, $ - $ - $ - $ - $ - $ - $ 11, $ - - $ 43,75 New Neighborhood Park F (Gap Area 32) $ 4,500,009$ 300,00 $ 3,500, $ - $ $ - $ - $ - $ - $ - $ 11, $ - $ SANTA ANA PARKS MASTER PLAN APPENDICES Exhibit 1 TABLE E-2: ESTIMATED PLANNING AND PROJECT COSTS BY SITE AND CATEGORY (CON'T) New Neighborhood Park G (Gap Area 36) New Neighborhood Park H (Gap Area 37) New Neighborhood Park I (Gap Area 34) Neighborhood Parks Subtotal Pocket Parks < S 4,500,000 $ $ 4,500,000 $ S 4,500,000 $ ,0011 $ Acquire/Develop 0 300,000 $ 300,000 $ 300,000 $ 3,000,00( $ C 3,500,000 $ 3,500,000 $ 3,500,000 $ 33,425,00( $ UL • - $ - $ - $ $ Improve/Enhance < If - $ - $ - $ - $ Repair Restore Maintain E IL 2 a 0 2 $ 11, $ - $ - $ - $ 11,0 $ - $ - S - $ 11,000 $ 105 Reinvest Lu 2 z Z - $ - $ 43,75 - $ - $ 43,75 - $ - $ 43,75 417,81 Standard and McFadden Park S 1,575,000 $ 150,00 $ 875,000 $ - $ $ - $ - $ - $ - $ - $ 3,1 $ - $ - $ 10,93 Flower & 10th Park S 1,575,000 $ 150,00 $ 875,000 $ - $ $ - $ - $ - $ - $ - $ 3,1 $ - $ - $ 10,93 Bristol Street Site A $ 1,462,500 $ 150,00 $ 812, $ - $ $ - $ - $ - $ - $ - $ 2,92 $ - $ - $ 10,15 Bristol Street Site B S 4,117,500 $ 150,00 $ 2,267, $ - $ $ - $ - $ - $ - $ - $ 8,2 $ - $ - $ 28,5 17th Street Triangle Park Expansion $ 2,250,000 $ 150,00 $ 1,250, $ - $ $ - $ - $ - $ - $ - $ 4, $ - $ - $ 15,62 New Pocket Park A (Gap Area 8) S 1,125,000 $ 150,00 $ 625, $ - $ $ - $ - $ - $ - $ - $ 2,2 $ - $ - $ 7,81 New Pocket Park B (Gap Area 12) $ 1,125,000 $ 150,00 $ 625, $ - $ $ - $ - $ - $ - $ - $ 2,2 $ - $ - $ 7,81 New Pocket Park C (Gap Area 17) $ 1.125.11$ 15Q00,$ 625, $ - $ $ - $ - $ - $ - $ - $ 2,2 $ - $ - $ 7,81 New Pocket Park D (Gap Area 27) $ 1,125,000 $ 15000 $ 625, $ - $ $ - $ - $ - $ - $ - $ 2,2 $ - $ - $ 7,81 New Pocket Park E (Gap Area 38) $ 1,125,000 $ 150,000 $ 625, $ - $ $ - $ - $ - $ - $ - $ 2,2 $ - $ - $ 7,81 New Pocket Park F (Gap Area 41) $ 1,125,000 $ 150,000 $ 625, $ - $ $ - $ - $ - $ - $ - $ 2,2 $ - $ - $ 7,81 New Linear Pocket Park A (Gap Area 29) New Linear Pocket Park B (Gap Area 34) Pocket Parks Subtotal $ 2,250,000 $ 150,00 $ 1,250, $ - $ $ - $ - $ - $ - $ - $ 4, $ - $ - $ 15,62 $ 2,250,000 S 22,230,004$ 150:000 $ 1,950,00( $ 1,250,000 $ 12,350,o0( - - $ $ $ - $ - $ - $ - $ - $ 4, $ - $ - $ 15,62 154,37 Special Use Fadlities Aquatic Facility Partnership (Centennial Park) Potential Neighborhood Center Special Use Facilities Subtotal $ - $ $ - $ $ - $ 1,000,000 $ 1,000,000 $ - $ - $ - $ 7,500,000 $ $ - $ 5,000,000 $ 7,500,001 $ 5,000,00( - - $ - $ $ - $ - $ - $ - $ - - $ - S - $ - - $ $ - $ - $ S 3,600 $ - $ 4,37 3,60( $ - $ 4,37 TOTAL PLANNED, PROPOSED AND EXPANDED PARKS $ 372,105,000 $ 12,450,000 $ 154,318,750 $ 7,500,000 $ 5,000,000 $ $ $ 149,510 $ 1,265,300 $ 63,125 $ 1,933,359 • 1 MOM / / r rr• • •.. • rr rrr rr• r•r rrr r: r • : r City Council 14 - 174 5/17/2022 Exhibit A ® SANTA ANA PARKS MASTER PLAN APPENDICES Exhibit 1 TABLE E-3: PLANNING LEVEL COST BY PARK TYPE Note: Funds are in 2022 dollars not accounting for inflation. *This annual allowance maybe set aside to offset the costs of replacing facilities at the end of their lifecycles. These annualized costs are based on a 20-year replacement schedule to update one -quarter of the park, including landscaping and amenities. City Council 14 — 175 5/17/2022 Exhibit A ® SANTA ANA PARKS MASTER PLAN APPENDICES Parks, Recreation and Community Services Commission Regular Meeting Agenda April 28, 2022 VIRTUAL MEETING The Zoom Link for the meeting is: ittps://us06web.zoom.us/j/89203203214 ID Number is: 892 0320 3214# 5:30 PM Advisory Group Carl Benninger, Santa Ana Communication- Linkage, VP Citlali Ruiz, Invest In Youth Santa Ana Cynthia Guerra, Rise Up Willowick Coalition Dale Helvig, Northern Santa Ana Preservation Alliance (NSAPA), Chairperson Dave Elliott, Santa Ana Chamber of Commerce, President & CEO Dorian Romero, Santa Ana Active Street (SAAS) Flor Barajas, Rise Up Willowick Coalition Frank Bejarano, KidWorks / Sonia Rios Frank Gutierrez, Arts and Cultural Commission, Chairperson Gabrielle Gutierrez, PRCSA, Ward 1 Representative & Chairperson Hatefas Yop, The Cambodian Family Community Center Hector Bustos, Santa Ana Youth Ballot Hilda Ortiz, Latino Health Access, Program Coordinator Jennifer S. Wang, Asian American Senior Citizens Service Center (AASCSC), COO Jim Burns, AASCSC Joel Cazares, SA Building Healthy Communities (SABHC) Karla Juarez, THRIVE Santa Ana Ken Nguyen, Little Saigon Foundation Kristopher Fortin, Santa Ana Active Street (SAAS) Laura Pantoja, Latino Health Access Maricela Castro, VELA Mark McLoughlin, Planning Commission, Chairperson Ray Diaz, Youth Commission, Chairperson Richard Santana, Community Development Comm., Chairperson Robyn MacNair, Santa Ana Unified School District Ruben Barreto, Santa Ana Building Healthy Communities (SABHC) Vattana Peong, The Cambodian Family Community Center AG - Clarifying Questions • SAAS - Kristopher: Comments o Map - different parks are list - corazones verdes - privately own - what is the impact of Private parks o indegenious community involvement - connection of native planting and people who are/ were stewards, City Council 14 — 176 5/17/2022 o maps for connections to trail- Bristol from gap in warner and edinger - willerwick acquisition support - continue more acquisition but consider access • Thrive SA - Luis o Thank you, long time coming o Echo emphasis of acquisition, esp willowick o Add policy language to increase budget allocation - seems limited in the ability to get and maintain what is desired by the Community - yes to grant funding but also increasing the budget o Staff is very limited as it is- staff is largely restricted due to time and money o Want to do more collaborative programming • Roberto Herrera o Reference to possible inc. in fee - what would the fee scale look like? o What is the alternative to the acquisition, more than just direct payment? o More gathering spaces - Community rooms in conjunction with the parks • Karla Juarez - o Recognizing the indigenous people o Acquisition of Willowick o Have seen current "improvement" are those are included in the plan - seems the city is making decisions on what a park looks like - est. and keep to the getting community input then making changes according to input o See a report on the surplus land in SA to see how the land can be used o Don't see the community's needs being met - feel like it is been misuse o Emphasis community agreement Lisa - Cannabis funding - money has been spent to before because it became available • CEA - Latino Health access o Acquisition Willowick / land, in general, o Add anti -displacement strategies - Don't want green gentrification o Similar to the housing element lang. In the GPU • Richard Santana o Thank you o Focus on lighting and striping on trails • Magnolia Moreno - Office congressman - Corea o Letter of support for Willowick golf course Acquisition • Thrive SA, o Glad to hear about Land Trust - want to look at that model more o Make sure land is in the hand of the community o Many comments were positive. What is the next step to incorporate comments? Will changes be made before going to the council? Commissioners Andres Ramirez Vice -Chair Mayoral Rep Amina Sen-Matthews Ward 1 Angie Gomez Ward 2 Vacant Ward 3 Cory Nelson Ward 4 R 1'14 — 177 5/17/2022 Alfredo Torreblanca Ward 6 Lisa Rudloff Executive Director William Sandoval Recording Secretary Commission Comments • Woo • Like the Acquisition of more land in general • Concerned about adding programs- plan for that and how community centers can be used ■ Including Splash pads/services/equipment (el Salvador park) • Concerned about inc. park fees and notification on the cost of the fees Lisa Rudloff - programming in the past - cannabis funding now for children programs - in a better place now - currently hiring more staff - more programs and services - going to give money to nonprofits - Impact fees are associated with development and new land • Nelson • More space - think it would be better to improve joint use agreement to manage and utilize, underutilized and neglected by school and city - gets political - need to fight for the community - has the school been approached? • Improve lighting - most recreation is after 4 pm • Liked the approach • Ramirez • Clarification: City (Citywide services >15 acres) v. Community park? • More focus on indigenous community and culture/ heritage / joint use agreement • Valley HS - Carl Elementary - attempt in the area - open the gate - improve school/ parks - prioritize over acquisition - add to the mutual relationship. Get to save • Graph - Safety was a huge concern - more effort to minimize as much as possible • Acquisition of Willowick is huge - want to see a big push for that • Stewardship/cleanliness - make sure parks are clean - willing to do promotion/ work on the weekend to clean - del mar park 0 Lisa - Currently in discussion with SAUSD - going to have a separate subcommittee - city council aware of the need amendment of the joint use agreement Motion by Commissioner Woo, 2nd Commissioner Nelson - Motion passes to push the PMP to Council - Sen-Matthew - Appreciate the work - excited to see it come to fruition - Woo - Impressed - stress concerns for changes and listening to the community, Hand ball park in SA Park - Nelson - Conflicts with field renovation, youth programs work together and manage to collaborate. Want to emphasize joint use - Valley sports complex- very underutilized - premiere park that is barely used - Creating a scholarship program for sports leagues for youth City Council 14 — 178 5/17/2022 4 In Y1 � •Y RKS MASTER PLAn City Council Meeting: Draft Plan Review Tuesday, May 17, 2022 4 yy f_ �• l . • � -4 RR_ Parks Master Plan Review I. Draft Plan Presentation II. Comments/Desired Changes III. Decision on Approval to Finalize Plan A City Council 14 — 180 5/17/2022 PARKS MASTER PLAN Santa Ana is creating its very first Parks Master Plan to guide investment in parks, facilities, trails, programs, and open space. This long-range plan will help prioritize park projects for the next ten years. City Council 14 — 181 5/17/2022 — PLAN ORGANIZATION • Executive Summary • Ch 1: Introduction • Ch 2: Park System Overview • Ch 3: Santa Ana Community • Ch 4: Park Access, Equity and Opportunities • Ch 5: Facility, Trails, and Program Needs • Ch 6: Systemwide Recommendations • Ch 7: Site Recommendations • Ch 8: Action Plan • Glossary City Council 14 — 182 III JJ7►lII APPEnDIX A This appendix presents guidelines for the acquisition, design., development, and renovation of existing and new parks systemwide' Quality parks are noted by how successfully they provide welcoming, Inclusive greenspace and facilities that support safety, sustalnablllty, access, maintenance efficiencies, ecological values, community character, and diverse needs AP P E N9I C E S 215 PLANNING PROCESS q E )or J i i PHASE 1 PHASE 2 PHASE 3 PHASE 4 Parks Evaluation Community Needs Priority Projects Plan Adoption Evaluate current City parks, Conduct community Define park Present the Draft Parks facilities, trails, programs, outreach and a technical recommendations and Master Plan for review, and operations. assessment of park needs. prioritize projects. refinement, and adoption. Project Timeline Winter/ Spring 2021 Spring 2022 City Council 14 — 184 5/17/2022 COMMUNITY ENGAGEMENT General Plan outreach findings, plus: • 2,000+ residents • 6 committees, commissions, advisory groups • 16 pop-up events • 24 partners & stakeholder organizations • 3 staff groups f Let's talk about ways to improve our parks! ' orar Hablemos de maneras de me • �LF i J nuestros parques! r Hdy ban ve cach car thren tong Mn cua thong ta! • Outreach in English, Spanish, and Vietnamese 7::xMS% a o City Council 14 — 185 5/17/2022 . �I,l J� I - RKS STER P EXISTING PARK & RECREATION ASSETS TRAILSMATURAL FEATURES po## 1 TOTAL 7TRAILS 2LAKES City Council OUTDOOR RECREATION 77 TOTAL 4COMMUNITY GARDENS 2 SKATE PARKS TOTAL: 370.6 acres ATHLETIC/ SPORT'S 141.5 TOTAL 6SOCCER FIELDS 8,393 Fidd & Fad14 resuvations in 2019 4VOLLEYBALL 32PLAYGROUNDS;/,, COURTS 32,SITES WITH I 04 1 *2 0 BALL ,,.,� PICNIC AREAS 14 — 187 uwmvnua 36*5 BASKETBALL COURTS 30TENNIS COURTS NFAJORISPECIAL USE FACILITIES 45 TOTAL i 2TENNIS CENTER5 10 RECREATION! COMMUNITY CENTERS 2LOG CABINS 2SENIOR CENTERS 5 MUNICIPAL 37 POOLS visibars in 2019 SPECIAL USE zoo 270,000 Santa Ana Zao at visikars Prentice Park annually COMMUNITY PRIORITIES • Safe and inclusive parks • Diverse parks and green spaces • Dynamic programming • Equitable recreation opportunities • Green connections • Community culture and identity • Youth engagement and development • Health and wellness FIGURE I% Given changes in the last year — Parks are much more imporlart to me and my 70.8% family My feelings about parks haven't changed 133% Parks are a little more important to me and my 2�n family Parks are much less important to me and my family 1.290 Parks are a little less important to me and my family f 1.2% 0.0% 20.0% 40.0% 60.0% 80.0% RGiURE 3-1it What types of programs and events should be added or expanded in Santa Ana? 0.O� 10,0% &0% 310% 40.0% 50.0% Sper.ial a.Vents i'I.e, music and movies in the park,... 46.9% Arts, performing arts, and crafts 32.3% Adult fitness and wellness classes 28.0% CHAPTER 3: SANTA ANA COMMUNITY City Council 14 — 188 5/17/2022 12a,�j r Taro J M rri on 11 d' e 12 $arsk KsaPtiv 4RDEN GROVE '! ane ar J51k z: 111 L._.J Asa $} Parr na 1 3 Park 14 c Rivera, e 18 Par L dkgr EIS�Iv�dor rr- Y, 0 [�W­,_ ar _ �CV J Rosita Park V,.;:�,��k . J I . 7 Mariposa �[ g ' Park . 1 C sarCh vez �CoAfAelnity ; F. B L�a%arTino w, 1 Par�C _..Birch HeP�ge 1 Al nliT ark I a I 29 71—\' 11_ o Windsor Park Centennial Park A; �Ii`I 1, Park Access and Equity (Service Areas and Gaps) Legend i�y70fgtOrrdWr�li@3 C�erCr7yFitrgiom?fan�es Citywide Park M Pocket Park Community Park IM Urban Plaza Neighborhood Park = Special Use Facility `Trail Corridor [lllierlr popfsmm a Major Recreation Park Resource Facility Undeveloped Park joint -Use School Site lawlxd lkxres Parks and Facilities Provided by Others -- Major Roads + Freeways Rail LInelMetro Rail 77 City of Santa Ana 0 5urrouding Cities and Unincorporated Areas School Waterbodies Residential Areas PartSffWC?k205 10-minute walk to a City or Community Park .__j 5•minutewalk toaNeighborhood Park 5-minute walk to a Pocket Park or Urban Plaza 5-minute walk to a Special Use Facility 5-minute walk to a Undeveloped Park 5-minute walk to a Joint Use School Ste Pdr Unnerved Areas 0 Unserved Areas with High Severity of Need Pocket Parks 0 Sarah M4 dm1e FIerQWen 0 Flenrh Park 0 171h5NelTm4ePark 0 FaimmTriangleHa6ialPeslaalio4 WFatlden liar ft Park Faapkard (kddenW Emiow Pek FdendshEpPark 6204 Russ Park C Sources, Gily d SantaAna, Esn. OC Ope 1.1A�,{lpgrr$ay 2022, March 2022 / L �J ! n GARDEN GROVE n Cggssar CK F7 1 1. rarT : 41+F.5'fMlt�SrER� antta I Amta Parfc I A 37 i —11 . �Iltam M �goEndrltlOge Park L•-- f� Memory 1 2 ark Santi o` - �— I Lane Parkes Pare L._.J „` OrPahr e` Ed a /j 21 Portgla f Park `t r Pak 2 RIVgrVIpW II Park _fit. 1 t��y�' A � i 40 El Iv dor M b ry e Park �ar�C aF��r - ,p Cabr'Ilo s, ` M els �rksalel7a p[� Pa t r �Par f! Cam Park L. Bir Vr is S* P T 7 ! „ P cifi E ectr Jerome Park ar 1 TUSTIN AfihSq�e aagrdu�Pdk FOUNTAIN VAI-I-EY 1 fi.ra li aclty O GOUf��I� 2Miirs _t]STAMES�% 14 — 1 I k k r �' I I r k I FS4t\N4TAM41iXAJ �l— Key Park System Needs Legend CityPM Adfuc+l& Citywide Park Community park Neighbarhoad Park Trail Corridor Major Recreation Facility other Criy Pat and f aoktres Packet Park Urban Plaza special Use Facility odrerC4PWfS02rra r Park Resource Undeveloped Park joint•Use School Site toml and RehaanQ! Nesnurres Parks and Facilities Provided by Others -- Major Roads + Freeways Rail Line/Metro Rail 77 City of Santa Ana 0 Surrouding Cities and Unincorporated Areas School Waterbodies GenermlPknPwgAreur 0 EnvlronmentalJUstice (ED Communities 0 Land Use Element (LUE) Focus Areas 05aAAWrisRe 055frP¢wpylpytrRpp(I ®GrardAlerv211Rhsneel ®Smilhr4astdlSheer 0 WeslSonloAnnBouklttld iIRiFlIYriA1PQS 1UAsl Other Opportunities Identified Parkiand Acquisition Likely Needed _ High Seventy of Need (or responds io Eouily Analysis {see Table 42 far omad} Packet Parks urnarl PIN:,5 �Sarah VgkniekerbGarden PlazaCaile[uaho French Park SasstnPaO MNStreeiNr4ePark [wenler 0Nin wInanglewbiulkeswon 0WiiddenrrenglePark SpeciaiUse Faciilnes 0Mapkand DaidenulEwnwPark SandMa26dlPfell[ePak �SamaMaSudlum Fdendsho Palk Garkal4 Rnq5NA (� 5VIll 0 Neal MashanderTenoisCowr Scurm City cl Sang Ana, Ewr OC D5/4179L+9Sd 9:L, n22 Mau2022 CARDEN GROVE F7r _RAi a WESTMiNSTER� H�ri e f� City VVWminter Ll Trail Network 1 i'ne + Memory Park EdnPary rview uric 01 �s_> Sinn Ana 0 El SAW dor art 14a4w'�I � - GoHW��n — — Connection to ---•—•--- ,! JJ njrindsor Park u ! Regional Park ] r �; D-1, �� s11.. wogauiwn F ON1AIN VALLEY a { e n CityoSCou�cil M Memorial Park 0 E H Ull�a E San i Park 2 Kim -1JSTA ML-.11-1 14 — 1 City of Orange Trail Network ORP.NGF Santiago Creek r Trail & E kepath O . v+ =%— r SaPtiaga ----� rrKK ` Trail Corridors Port0la i t,N'N and Key Connections Park j L Legend (#ftk2rdkt6s Fairiries Citywide Park Pvcke[ Park Community Park Urban Plaza Neighborhood Park Special Use Facility a ar M�fy l mer(tyParkm urrn ep a I * Major Recreation Park Resource `�Chr�l s� Facility � Undeveloped Park $ f a )oint-Use5chooi Site ft; 5addleba k i} t e View Par L 10m10nd8ew05oor16 Parksand Facilities Provided by0thers — Major Roads + Freeways c — , Rail Llne/Metro Rail 77 City of Santa Ara [] Surrouding Cities and Unincorporated Areas ` School ectric E Waterbodles ! Future Alignment of OC Street Car � Oyput+�ro1�31o&rhorktP¢dFli6prrdrWBrryd2Ca�t�bfls F I TUSTIN &dClassIPathsandTrails MaPa;rrn Class IV Protected Bikeway 0 �•� Key Connections Proposed Golden Loop IRVINE Edsdng Trail Corridors 0n S Map(raekBiielrail 0JPackitectrkptaP rw)BikeTrail QQ NlanAvenueBlkeirad Raip Sweat Blke Trod Q Ben Steel BikeTrail Madkur &We Trail ©Anu,ma BWei Blkt rrakl fkw e SG@N Bile Trail QI Saniaki5edeosBikeTrai ®� 5/17/2022 Sources: Cily ar Santa Ana. Een, QC Open Data. SCAG Open ➢ata. 2022. March 2022 41H ST 3RD ST' Z U N V D C 1ST ST WALNUT ST ADDITIONAL ANALYSES Ir E I! CAMILE ST • Needs in 5 focus areas i ! I HAM AVE • Major facilities distribution I IL i BEVERIV of • Active recreation distribution MCFADDENAVE � ' • Other land acquisition opportunities qm � EDINGER AVE C i IL i N ■ a ! I JLCIDENTAL ST f�'� C = ST ANDREW PL v Ir �.. 1 Fl- yi,,, i �-. ♦off. R yT I \ 'Y.0 1 ' si • j q'A T ,fib, Q. ° Y Bk7 :°4Bw • `t'� L �� { .: ,^ 7.1 r� ors d °m �t ■"'x ! �Q » ' p ( rs J » ^'w�a� /! IARNER AVE _ �n j! CENTRAL AVE • � ) w-� � � ■ "`i LL '� ADAMS ST - - -City Council p7 . ' �'' '.`"A 4 —'192 0: -'-- -J- -� """ � 5/IW022 GOETZ AVE DESIRED LEVEL OF SERVICE • Desired level of service and needs for: • Parkland • Recreation facilities • Trails • Events and programs Level of Service (LOS) is a metric used to measure the amount of assets or services needed. For land, it is expressed as a ratio of park acreage to 1,000 residents served. Minimum Parkland LOS:1.5 acres/1,000 residents; 2-3 acres per 1,000 residents to serve new developments. City 361.8 Parkland Joint -Use 13.3 School Sites Trail 23.3 Corridors Tota 1 398.4 1.1 1.5 176.3 33 .04 .15 41.1 26 .07 .20 49.2 25 miles 1.2 1.85 266.6 59 sites + 25 miles City Council 14 — 193 5/17/2022 OUR MISSION AND VALUES 0 The PMP supports the City's vision and values as identified in the 2022 General Plan update: 0 Health • Equity • Sustainability • Culture • Education golden city beyond A SHARED VISION FOR SANTA ANA City Council 14 — 194 5/17/2022 PARKS MASTER PLAN INITIATIVES • Parkland: Acquire and develop parks to increase the amount of parkland and create an integrated park and open space system. • Equity, Access, and Environmental Justice: Ensure that all residents in Santa Ana have equitable access to inclusive parks and healthy recreation opportunities that serve all ages, abilities, and unserved or underserved areas in the City. • Trail Connectivity: Create a walkable, bikeable, and interconnected city by providing a network of off-street bicycle and pedestrian trails. • Recreation Diversity: Create unique and vibrant recreation facilities that reflect the character, identity, and needs of Santa Ana's diverse • ommunity. PARKS MASTER PLAN INITIATIVES ki• Activity: Facilitate events, programs, sports, and indoor and outdoor recreation activities to support community health, fitness, empowerment, development, and lifelong learning. • Stewardship: Manage and maintain Santa Ana's parks and recreation � assets through good stewardship, proactive asset management, and the wise use of resources to support a sustainable, resilient, safe, and comfortable park system. ti• Collaboration: Engage residents, partners, volunteers, local businesses, and other agencies in enhancing parks and recreation opportunities. • Investment: Diversify funding, generate revenues, and support the 1 t capital and operational investment needed to enhance the park and creation system. RECOMMENDED 10mYEAR CIP % of Sites Recommended for Capital Projects 5 44 3 KIYA 1 W Anw- City Council 14 — 197 5/17/2022 10mYEAR CIP.0 NEW PARKS Proposed New Parkland by Type (Additional Acres) Special Use Facilities E Pocket Parks Neighborhood Parks LA COmr,iunity Parks Citywide Parks i 20 40 a a li4' r i # a 100 10 City Council 14 — 198 5/17/2022 1111111[if 1 1 u 7 �^ ��. .'rc• j t v - r GOLF COURSE CONVERSION CASE STUDY CRAIG RANCH REGKWL PARK, NORTH LAS 1/EGAS, CA AstweationalleisureVendshave changedIhitheyears aidwatercrosta ion has become mvAl, the xnveraion of aging Boll courses to paddend has became a welocrne option for many cites. The fdl—rig projeu showcases a the—ld, 132arre private gdf course that was nansfamed into a well love landscape to serve thetas Vegas mmmuniry'S dberse pcpulatrcn, Asimilar prospect emsts with the Willowid; Golf CoLw and p'esenl5 opportunites to incorporate larger reoreadonal feawres that Wiealy require more lard, These include featureswich as sooner and cricket fields, spa a for large oper outdoor events, larger dog perks that can create two to three areas for dirki si ed dogs, discgdf, fulkaebasketballc rts,restroomandtw,aemicnbuillnabtr lareas lapass ereoratoaand ecological imprwv rri ¢ m6 es bioswales, butterfly gardens, bird hablttm and native plantings, ��. .'rc• j t v - r GOLF COURSE CONVERSION CASE STUDY CRAIG RANCH REGKWL PARK, NORTH LAS 1/EGAS, CA AstweationalleisureVendshave changedIhitheyears aidwatercrosta ion has become mvAl, the xnveraion of aging Boll courses to paddend has became a welocrne option for many cites. The fdl—rig projeu showcases a the—ld, 132arre private gdf course that was nansfamed into a well love landscape to serve thetas Vegas mmmuniry'S dberse pcpulatrcn, Asimilar prospect emsts with the Willowid; Golf CoLw and p'esenl5 opportunites to incorporate larger reoreadonal feawres that Wiealy require more lard, These include featureswich as sooner and cricket fields, spa a for large oper outdoor events, larger dog perks that can create two to three areas for dirki si ed dogs, discgdf, fulkaebasketballc rts,restroomandtw,aemicnbuillnabtr lareas lapass ereoratoaand ecological imprwv rri ¢ m6 es bioswales, butterfly gardens, bird hablttm and native plantings, GOLF COURSE CONVERSION CASE STUDY CRAIG RANCH REGKWL PARK, NORTH LAS 1/EGAS, CA AstweationalleisureVendshave changedIhitheyears aidwatercrosta ion has become mvAl, the xnveraion of aging Boll courses to paddend has became a welocrne option for many cites. The fdl—rig projeu showcases a the—ld, 132arre private gdf course that was nansfamed into a well love landscape to serve thetas Vegas mmmuniry'S dberse pcpulatrcn, Asimilar prospect emsts with the Willowid; Golf CoLw and p'esenl5 opportunites to incorporate larger reoreadonal feawres that Wiealy require more lard, These include featureswich as sooner and cricket fields, spa a for large oper outdoor events, larger dog perks that can create two to three areas for dirki si ed dogs, discgdf, fulkaebasketballc rts,restroomandtw,aemicnbuillnabtr lareas lapass ereoratoaand ecological imprwv rri ¢ m6 es bioswales, butterfly gardens, bird hablttm and native plantings, 10-YEAR COSTS Three different asset costs: CAPITAL • Capital COSTS • Maintenance Existing Park $1 7.8 million • Reinvestment & Replacement Site • (Administration, Programs) Planned, S551.4 milhon Proposed, and Expanded Parrs Residential Impact Fee: • Only applied to capital expansion • $43 million through 2030 3.7 million $1.5 rAlion City Council 14 — 200 5/17/2022 COSTS AND INVESTMENT STRATEGY Existing Parks Parkland: 1.5 acres11,000 Trail Corridors: 0.2 acres11,000 Joint -Use Sites: 0.15 acres11,000 TOTAL 1.85 acres11,000 residents Costs: $128 million + $3.7 million annually $550 million + $1.5 million annually TBD with transportation planning TBD via Joint Use Agreement More than $680 million + $5.2 million annually City Council 14 — 201 5/17/2022 ACTION PLAN 1. Prioritize maintenance and asset management. 2. Increase park impact fees for new development. 3. Redirect other funds to parks. 4. Explore voter -approved tax measures and other public and private support. 5. Create a park opportunity fund. 6. Pursue key land acquisition opportunities ACTION PLAN 7. Develop the Golden Loop and Key trail corridors. 8. Evaluate additional park acquisition opportunities. 9. Explore other acquisition mechanisms as an alternative to direct purchase. 10. Update joint -use agreements with SAUSD. 11. Evaluate the return on investment before proceeding with major facility development. 12. Extend cost recovery recommendations to new programs & services. Council 14 — 203 5/17/2022 ■ . �I,l J� i` I 1 - I . _ . ,Pr .. nt'al Document Revisions PRCSA COMMISSION/ADVISORY GROUP • Change heading on Action Item #3 to: Increase Funding for Parks (CH 8). • Add policy: Strengthen relationships and partnerships with indigenous communities (CH 7, 7.1f) • Emphasize needs for meeting rooms and indoor gathering spaces (CH 5, Table 5-4). • Add policy: Compile and regularly update a surplus lands and private parks report to inform acquisition opportunities (CH 6,1.1, g). • Add design guideline: Provide lighting and striping on Class I trails for safety (Appendix D). • Add design guideline: Improve park lighting for safety (Appendix D). City Council 14 — 205 5/17/2022 OTHER CHANGES AND CORRECTIONS • Add policy: Preserve existing park acreage by ensuring that parkland developed through grant funding is sustained for park and recreation uses into perpetuity, especially where required by granting agencies (CH 6,1.2e) • Correct typos, mislabeled headings, and formatting issues. • Update the Acknowledgements page. • Insert omitted list of City values and heading (Executive Summary, p. vii). City Council 14 — 206 5/17/2022 Comments?. What do you like about the Master Plan? What would you change or add to the Master Plan? City Council 14 — 207 5/17/2022 RKS MASTER PLAn Min In conjunction with: Economic & Planning Systems Public Works Agency www.santa-ana.org/pw Item # 15 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Local Street Preventative Maintenance FY 2021-22 AGENDA TITLE Award a Construction Contract to All American Asphalt in the Amount of $2,109,832 for the Local Street Preventative Maintenance FY 2021-22 Project with an Estimated Project Delivery Cost of $2,778,000 (Project No. 22-6907) (Non -General Fund) RECOMMENDED ACTION 1. Award a construction contract to All American Asphalt, the lowest responsible bidder, in accordance with the base bid in the amount of $2,109,832, for construction of the Local Street Preventative Maintenance FY 2021-22, for the term beginning May 17, 2022 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 $2,778,000, which includes $2,109,832 for the construction contract, $316,500 for contract administration, inspection and testing, and a $351,668 project contingency for unanticipated or unforeseen work. DISCUSSION The City's Pavement Management Program has been developed to identify the preventive maintenance requirements for the City's street network. The local street segments (Exhibit 1) recommended for the Fiscal Year 2021-22 Local Street Preventative Maintenance Capital Improvement Project have been identified as high priority for slurry seal. The recommended work consists of localized replacement of asphalt concrete pavement, slurry seal resurfacing, crack sealing, striping, and signage. The improvements also include replacement of damaged concrete curbs, gutters, sidewalks, and curb ramps. Once completed, these improvements will improve the City's overall pavement condition, enhance the visual appearance of the street, upgrade ride quality, and support compliance with Americans with Disability Act standards. Public Outreach and Contractor Participation To provide an opportunity for local vendors to submit bids, the City notified a total of 837 regional vendors via PlanetBids, many of which are Santa Ana based. Four vendors City Council 15 — 1 5/17/2022 Award Construction Contract to All American Asphalt May 17, 2022 Page 2 requested bidding documents, and a total of four bids were received. No bids were received from Santa Ana contractors. As legally required, a Notice Inviting Bids was advertised in the Orange County Register newspaper on March 7 and March 14, of 2022. The project was also advertised in PlanetBids from March 2, 2022 through March 24, 2022. Bids were received electronically via PlanetBids on March 24, 2022. Bid Results Summ RANK BIDDER'S NAME LOCATION BASE BID 1 All American Asphalt Corona $2,109,832 2 EBS General Engineering Inc. Corona $2,435,088 3 R.J. Noble Company Orange $2,487,280 4 Excel Paving Co Long Beach $2,844,500 A total of four bids were received, and all were deemed responsive. All American Asphalt submitted the lowest responsive base bid in the amount of $2,109,832 (Exhibit 2). As specified in the bid documents, the lowest bid shall be determined on the basis of the Base Bid. Based on the bid analysis and a contractor's reference check, staff recommends awarding the construction contract to All American Asphalt, in the amount of the base bid totaling $2,109,832 (Exhibit 3). All American Asphalt has performed the following work in the City of Santa Ana within the past 5 years: Flower Street Rehabilitation (Project No. 21-6976), Residential Street Repair Program FY 2019/20 (Project No. 20-7533), and Local Street Preventative Maintenance FY 2019-20 (Project No. 20-6907). Project Delivery To deliver a complete project, in addition to the construction contract, the estimated total project delivery cost includes construction administration, inspection, and testing, along with an allowance for contingencies to account for unexpected or unforeseen conditions. Construction administration and inspection includes the following: 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 materials testing. As indicated in the Cost Analysis (Exhibit 4) and as summarized in the table below, the estimated total construction delivery cost of the project is $2,778,000. Project Item Total Construction Contract $2,109,832 Construction Administration, Inspection, Testing $316,500 City Council 15 — 2 5/17/2022 Award Construction Contract to All American Asphalt May 17, 2022 Page 3 Project Item Total Contingencies $351,668 TOTAL CONSTRUCTION DELIVERY COST $2,778,000 ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER- 2022-17 was filed for the project. FISCAL IMPACT As indicated in the Cost Analysis, the estimated total construction delivery cost of the project is $2,778,000, which includes construction, contract administration, inspection, testing, and an authorized contingency. The following table summarizes the funds budgeted and available for expenditure to deliver construction of this project. Fiscal Accounting Unit - Fund Accounting Unit -Account Year Account No. Description No. Description Amount (Project No.) 03217662-66220 Measure M- Measure M2 Local 2021-22 (22-6907) Street Fairshare, Improvements $2,778,000 Construction Other Than Building Total $2,778,000 EXHIBIT(S) 1. Location Map 2. Bid Proposal 3. Construction Contract 4. Cost Analysis Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager City Council 15 — 3 5/17/2022 EXHIBIT 1 uu.LIJI i 0 ,.IUrrr' �ienl and ;:rack bawl gm d I i i : ^I •I Vl I I •iiA A,r�ha It Ptibbar Hot Mr x SANTAANA Project No. 22-6907 p�i LOCAL STREET PREVENTATIVE �CY MAINTENANCE FY21-22 PUBLIC WORKS AGENCY EXHIBIT 2 CITY OF SANTA ANA ADDENDUM NO. ONE PROPOSAL PROJECT NO.: 22-6907 LOCAL STREET SLURRY SEAL FY 21-22 BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: All American Asphalt 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 (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule: Item Description Qty Unit Unit Price Amount 1 Unclassified Excavation* CY 400 $ $ 200.00 80,000.00 2 Cold Mill (2")* SF 448,000 $ $ 0.20 89,600.00 3 Asphalt Rubber Hot Mix TN 5,600 $ S (ARHM)* 110.00 616,000.00 4 Crack Sealing LS 1 $ $ 44,000.00 44,000.00 5 Rubberized Emulsion TN 1,100 $ $ Aggregate Slurry (REAS) 700.00 770,000.00 Type II* 6 PCC Sidewalk (4")* SF 9,200 $ S 8.00 73,600.00 7 PCC Curb and Gutter (Type LF 800 $ $ A-2-6)* 59.00 47,200.00 8 PCC Cross Gutter* SF 3,000 $ $ 19.00 57 000.00 9 PCC Curb Ramp* SF 12,300 $ S 13.00 159,900.00 10 PCC Driveway Approach SF 700 $ $ (T=6")* 11.50 8,050.00 11 Root Shave* EA 33 $ S 485.00 16,005.00 12 Adjust Sewer and Drainage EA 36 $ S Manhole Frame & Cover to Finished Grade 885.00 31,860.00 13 Adjust Water Valve Frame EA 62 $ $ and Cover to Finished Grade 785.00 48,670.00 City Council P-1 of P-11§ — 5 5/17/2022 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-6907 LOCAL STREET SLURRY SEAL FY 21-22 Item Description Qty Unit Unit Price Amount 14 Adjust Survey Monument to EA 5 $ $ Finished Grade 785.00 3,925.00 15 Protection of Surface Utility LS 1 $ $ Frames and Covers 1,040.00 1,040.00 16 Project Advertisement Sign EA 2 $ $ 3,141.00 6,282.00 17 Remove existing striping, LS 1 $ $ pavement legends, and markers 15,800.00 15,800.00 18 Signing and Striping LS 1 $ $ 25,900.00 25,900.00 19 Construction Permit LS 1 $15,000 $15,000 TOTAL BASE BID (Item 1-19) F$2,109,832.00 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). * The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. TIME FOR COMPLETION OF IMPROVEMENTS AND LIOUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within number (60) working days after the commencement date stated in the Notice to Proceed. All slurry seal surfacing streets shall be completed by September 30, 2022. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $4,800 per calendar day. Name of Firm All American Asphalt Signature of BIDDER Title Edward J. Carlson, Vice 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.) City Council P-2 ofP-1'75 — 6 5/17/2022 EXHIBIT 3 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT 22-6907 LOCAL STREET PREVENTATIVE MAINTENANCE FY21-22 This CONSTRUCTION CONTRACT is made and entered into this 17th day of May, 2022 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 All American Asphalt (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 Local Street Preventative Maintenance FY21-22 (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 Documents" 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. 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 Two Million One Hundred Nine Thousand Eight Hundred Thirty -Two Dollars and No Cents ($2,109,832.00), 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. City Council 15 — 7 5/17/2022 rev. 09/01/2017 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 timeframe 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-ana.org/12wa/documents/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. 10. INDEMNIFICATION. To the fullest extent allowed by law, CONTRACTOR and its Subcontractors hereby agree to defend, indemnify, and hold harmless CITY, its City Council, boards and commissions, officers, agents, employees, representatives and volunteers (hereinafter collectively referred to as "Indemnitees"), through legal counsel acceptable to CITY, from and against any liability, claims, actions, costs, damages or losses, including reasonable costs and attorney's fees, for injury, including death to any person or damage to any property, arising directly or indirectly from, or in any manner relating to, any of the following: (i) Performance or nonperformance of the Work of Improvement by CONTRACTOR or its Subcontractors of any lower tier; (ii) Performance or nonperformance by CONTRACTOR or its Subcontractors of any lower tier, of any of the obligations under the Contract Documents; City Council 15 — 8 5/17/2022 Page 2 of 3 (iii) The construction activities of CONTRACTOR or its Subcontractors of any lower tier, either on the project site or on other properties; (iv) The payment or nonpayment by CONTRACTOR of any of its Subcontractors of any lower tier, for Work of Improvement performed on or off the project site; and (v) Any personal injury, property damage or economic loss to third persons related to and arising from the performance or nonperformance by CONTRACTOR or its Subcontractors of any lower tier, of the Work of Improvement. (vi) The indemnity obligations of Subcontractors provided by this Section shall be included in all subcontract documents issued by CONTRACTOR. Nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of CONTRACTOR against CITY or any other Indemnitee. 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. CARVALHO City Attorney By: � 9W T'f JOHN FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL: NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONTRACTOR: All American Asphalt NAM : Edward J. Carlson TITLE: Vice President City Council 15 — 9 5/17/2022 Page 3 of 3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT CIVIL CODE § 1189 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. accuracv. or validity of that document. State of California County of Riverside on April 11, 2022 before me, Sarah Amanda Langley Notary Public Date Here Insert name and Title of the Officer personally appeared Edward J. Carlson Name(s}of Signer(st 7 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(&) is/are subscribed to the within instrument dh and acknowledged to me that he/she4hey executed the same in *my SARAH AMANDA LANGLEY his/he authorized capacity(ies), and that by his/heF4heiNotary Public - California signature(&) on the instrument the person(&), or the entity upon behalf Riverside County of which the erson s acted, executed the instrument. ommission # 2337877 p ( ) Comm. Expires Nov 20, 2024 I certify under PENALTY OF PERJURY under the laws of the State of California that the forgoing paragraph is true and correct. WITNES hand and fficial seal. Signatur Place Notary Seal Above Signature of Notary Pull OPTIONAL Though the information below is not required by law, it may prove valuable to person relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document Santa Ana Construction Contract Document Date: 04/11 /2022 Signer(s) Other Than Named Above: Capacity(im) Claimed by Signer(e) Signer's Name: Edward J. Carlson ❑ Individual X Corporate Officer — Title(s): Vice President ❑ Partner u ❑ Limited ❑ General RiGHT THUMBPRINT ❑ Attorney in Fact OF ❑ Trustee Top of thumb here ❑ Other: Signer is Representing: Number of Pages: 3 Signer's Name: N/A ❑ Individual ❑ Corporate Officer — Title(s): N/A ❑ Partner C ❑ Limited ❑ General ❑ Attorney in Fact 6.. Top of thumb here ❑ Trustee ❑ Other: N/A Signer is Representing: City Council 15 — 10 5/17/2022 EXHIBIT 4 COST ANALYSIS CONSTRUCTION OF PROJECT NO. 22-6907: Local Street Preventative Maintenance FY21-22 Construction Contract $ 2,109,832 Contract Administration, Inspection and Testing $ 316,500 Contingencies $ 351,668 TOTAL ESTIMATED CONSTRUCTION COSTS I $ 2,778,000 City Council 15 — 11 5/17/2022 Public Works Agency www.santa-ana.org/pw Item # 16 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Sidewalk Concrete Repairs Project AGENDA TITLE Approve the Second Amendment to the Construction Contract with CJ Concrete Construction, Inc., to Increase the Contract Amount by $2,000,000 to Perform Additional Concrete Repairs through the End of Project Completion (Project No.22-6970) (General and Non -General Fund) RECOMMENDED ACTION 1. Authorize the City Manager to approve the second amendment to the construction contract with CJ Concrete Construction, Inc., by an increase of $2,000,000, to perform additional concrete improvements through the end of project completion, for a new estimated project delivery cost of $3,700,000. 2. Approve the revised Project Cost Analysis increasing Construction Administration, Inspection, and Testing by $50,000 and the project contingencies by $1,950,000, for a new estimated project delivery cost of $3,700,000. DISCUSSION The Public Works Agency's Maintenance Services Division is responsible for maintaining 400 miles of streets and 800 miles of sidewalks located within the City of Santa Ana. Staff evaluates the condition of damaged sidewalks, curbs, gutters, and driveways to identify uneven surfaces and cracks that may pose a risk to pedestrians. The goal is to improve safe walking accessibility for pedestrians and increase active modes of transportation, such as walking and biking. Additionally, this reduces the potential of liability claims and assists in complying with regulations set forth by the American with Disabilities Act. Procedures to mitigate these conditions include offset grinding, temporary asphalt ramping, and removal/replacement of damaged concrete areas. On November 16, 2021, the City Council awarded a contract to CJ Concrete Construction, Inc., for various concrete repair projects involving the repair of damaged sidewalks, curbs, gutters, driveway approaches, and curb ramps. Prioritization of work is focused on areas with the highest concentration of needed repairs (Exhibit 1). Projects have been completed or are underway in each of the City's six wards, including Riverview West (Ward 1), New Horizons (Ward 2), Pacific Park (Ward 2), West Floral Park (Ward 3), City Council 16-1 5/17/2022 Sidewalk Concrete Repairs Project May 17, 2022 Page 2 South Coast (Ward 4), Willard (Ward 5), Willits & Sullivan (Ward 5), Wilshire Square (Ward 6), and Madison Park (Ward 6) neighborhoods. Upcoming projects are planned for Morning Sunwood (Ward 1), Pico -Lowell (Ward 2), Riverview (Ward 3), Valley Adams (Ward 4), Artesia-Pilar (Ward 5) and Delhi (Ward 6) neighborhoods, and other areas with the highest concentration of needed repairs. Staff recommends amending the construction contract with CJ Concrete Construction, Inc. to increase the contract capacity by $2,000,000, for a new estimated project delivery cost of $3,700,000, in order to capitalize on the favorable pricing of the existing contract and complete these concrete repair projects promptly. CJ Concrete Construction, Inc. has demonstrated a high level of professionalism and commitment to quality work as part of this contract. CJ Concrete Construction's history of performing quality work for the City dates back to 2010 and includes an Omnibus project (Project 10-6716), the Thornton Park Water Main Improvements project (Project 15-6448), and most recently, in 2022, on -going sidewalk improvements in City neighborhoods. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER- 2021-99 was filed for the project. FISCAL IMPACT Funds in the amount of $1,200,000 were approved and appropriated in FY 2021-22. Of that, $594,210.50 has already been expended leaving a balance of $605,789.50 available for additional concrete improvements. On January 18, 2022, during the General Fund First Quarter Budget Update presentation, City Council authorized one-time funding of $500,000 for FY 2021-22 to complete additional concrete repair projects and improve service levels for the public. On February 1, 2022, Council approved the first amendment to the construction contract to increase the contract capacity by $1,105,789.50 to utilize the unspent balance and the one-time allocation. Furthermore, on March 1, 2022, during the Mid -Year Budget Update, the City Council authorized an additional one-time appropriation of $2,000,000 for FY 2021-22 from the available Gas Tax fund balance, bringing the estimated total construction delivery cost of the project to $3,700,000 (Exhibit 2). City Council 16 — 2 5/17/2022 Sidewalk Concrete Repairs Project May 17, 2022 Page 3 Accounting Accounting Unit - Fiscal Unit - Account Fund Account No. Amount Year No. Description Description Project No. ORIGINAL CONSTRUCTION DELIVERY COST 02917660- Roadway 2021-22 62300 Special Gas Tax Maintenance, $594,210.50 (22-6970) Contract Services — Professional ADDITIONAL FUNDS FOR FIRST AMENDMENT 02917660- Roadway 2021-22 62300 Special Gas Tax Maintenance, $605,789.50 (22-6970) Contract Services- Professional PWA Sidewalks- 01117626- Service 2021-22 62300 General Fund Enhancement, $500,000.00 (22-6970) Contract Services - Professional ADDITIONAL FUNDS FOR THIS ACTION 02917660- Roadway 2021-22 62300 Special Gas Tax Maintenance, $2,000,000.00 (22-6970) Contract Services - Professional Total $3,700,000.00 EXHIBIT(S) 1. Location Map 2. Cost Analysis Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager City Council 16 — 3 5/17/2022 ir SANTAANA Project No. 22-6970. u Pi Omnibus Concrete Repairs PUBLIC WORKS AGENCY COST ANALYSIS PROJECT NO.22-6970: OMNIBUS CONCRETE REPAIRS EXPENDITURE ORIGINAL ADDITIONAL ADDITIONAL CATEGORY AMOUNT FUNDING FUNDING NEW TOTAL 11/16/2021 2/1/2022 This Action Construction $360,183.00 $360,183.00 Contract Construction Administration, $54,027.50 $50,000 $104,027.50 Inspection, Testing Contingencies $180,000.00 $1,105,789.50 $1,950,000 $31235,789.50 Total $594,210.50 $1,105,789.50F $2,000,000 $3,700,000.00 City Council 16 — 5 5/17/2022 Parks, Recreation, and Community Services www.santa-ana.org/parks fl Item # 17 or City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Amend the Blanket Order Contract for Chain Link Fence Rental/Portable Restroom Rental AGENDA TITLE: Amend the Blanket Order Contract for Chain Link Fence Rental/Portable Restroom Rental in the amount of $50,000 (Specification No. 16-059) (General Fund) RECOMMENDED ACTION Authorize the City Manager to amend the annual amount of the blanket order contract with United Site Service, Inc. for citywide chain link fence rentals/portable restroom rentals by $50,000 for a new total annual amount not to exceed $ 285,400, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On September 20, 2016, the City Council awarded a two-year contract to United Site Services, Inc., and Quality Fence Co., Inc. with provisions for three one-year renewals, for citywide chain link fence rentals in an annual aggregate amount not to exceed $67,000, which included $7,000 for portable restroom rentals. On July 5, 2017, the City Council approved an amendment for a new total annual amount not to exceed $117,000. On September 3, 2019, the City Council approved an amendment of $97,000, plus a 10-percent contingency, for a new total amount not to exceed $235,400 with two additional one-year renewal options through September 30, 2023. The contract is used citywide by various departments. In FY 2021-22, due to an increase in park improvement projects, use of these rental services has increased. Currently, the renovation of Santiago Park requires temporary replacement restrooms. Additionally, the renovation of Adams Park restrooms also requires temporary replacement restrooms. Because of the additional need, on top of the department's regular use, plus future projects, staff recommends an increase in the blanket order contract amount with United Site Services. Proposed in Fiscal Year 2022-23 is for Park Maintenance Services to transfer from PRCSA to the Public Works Agency (PWA), where they will continue to manage the use of these services, along with the overall maintenance of the parks. City Council 17-1 5/17/2022 Amend the Blanket Order Contract for Chain Link Fence Rental/Portable Restroom Rental May 17, 2022 Page 2 ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Transfer of Park Maintenance Services from PRCSA to PWA is pending approval of the FY 2022-2023 City Budget. As such, the current accounting unit number is identified below. Funds will be budgeted and made available in the corresponding PWA accounting unit number when identified and approved: Fiscal Accounting Unit- Fund Accounting Unit, Amount Year Account # Description Account Description FY 21-22 01113250-62320 General Fund PRCSA-Park Facilities- $50,000 Maintenance & Repair Buildings & Grounds FY 22-23 01113250-62320 General Fund PRCSA-Park Facilities- $50,000 Maintenance & Repair Buildings & Grounds FY 23-24 01113250-62320 General Fund PRCSA-Park Facilities- $12,500 Maintenance & Repair Buildings & Grounds Submitted By: Lisa Rudloff, Executive Dir. of Parks, Recreation and Community Services Approved By: Kristine Ridge, City Manager City Council 17 — 2 5/17/2022 Public Works Agency www.santa-ana.org/pw Item # 18 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Purchase of Ford Super Duty F-550 Stake Bed Trucks AGENDA TITLE Award a Purchase Order to Western Truck Exchange for Two Ford Super Duty F-550 Stake Bed Trucks for the Parks, Recreation and Community Services Agency in the Amount of $211,278 (Specification No. 22-034) (General Fund) RECOMMENDED ACTION Authorize a one-time purchase and payment of purchase order to Western Truck Exchange for the purchase of two Ford Super Duty F-550 Stake Bed Trucks for the Parks, Recreation and Community Services Agency in the amount of $211,278 plus a contingency of $20,000, for a total amount not to exceed $231,278, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency's Fleet Services Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. The Fleet Services Division seeks to purchase two stake bed trucks for Parks, Recreation and Community Services Agency to replace 2002 and 2003 model stake bed trucks used to support the Quality of Life Team. The Notice Inviting Bids for the trucks was advertised on February 25, 2022, on the City's online bid management and publication system. A summary of the bid invitation and bids received is as follows: 253 Vendors were notified 28 Santa Ana vendors were notified 10 Vendors downloaded the bid packet 1 Bid received 0 Bids received from Santa Ana vendors One bid was received from Western Truck Exchange, which is located in Los Angeles, CA. The bid was opened on March 17, 2022, deemed to be responsive to the specifications, and meets the City's requirements. As such, staff seeks approval of the purchase from Western Truck Exchange. City Council 18 — 1 5/17/2022 Ford Super Duty F-550 Stake Bed Trucks May 17, 2022 Page 2 ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. FISCAL IMPACT Funds in the amount of $231,278 are available for expenditure in the current Fiscal Year 2021-22 as follows: Fiscal Year Accounting Unit- Fund Accounting Unit, Amount Account # Description Account Description Park Facilities Service 2021-2022 01113250-66400 General Enhancement, $231,278 Fund Machinery & Equipment Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager City Council 18 — 2 5/17/2022 Public Works Agency www.santa-ana.org/pw Item # 19 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Purchase of Mini Street Sweeper AGENDA TITLE Award a Purchase Order to Bucher Municipal for One Bucher CityCat V20 Mini Street Sweeper to Sweep Bike Lanes, in the Amount of $200,175 (Specification No. 22-066) (General and Non -General Fund) RECOMMENDED ACTION Authorize a one-time purchase and payment of purchase order to Bucher Municipal for the purchase of one Bucher CityCat V20 Mini Street Sweeper to sweep bike lanes in the amount of $185,175, plus a contingency of $15,000, for a total amount not to exceed $200,175, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency's Fleet Services Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. The Fleet Services Division seeks to purchase a compact street sweeper (Exhibit 1) for the Maintenance Services Division, which maintains the City's roadways. Due to the narrow width of bike lanes and other areas within the public right—of—way, a smaller -sized street sweeper is needed to efficiently clean these areas. Santa Ana Ordinance No. NS-2312 authorizes the City to utilize purchase contracts from any public agency utilizing a competitive bid process to source equipment. Sourcewell awarded a contract to Bucher Municipal (Contract No. 093021-BUC) for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies as a result of open competitive bidding on behalf of its members, which include government agencies. Utilizing the contract awarded to Bucher Municipal allows the City to make purchases through November 16, 2025, and is in accordance with the City's existing Purchasing Guidelines. ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. City Council 19 — 1 5/17/2022 Purchase of Mini Street Sweeper May 17, 2022 Page 2 FISCAL IMPACT Funds in the amount of $ 200,175 are available for expenditure in the current Fiscal Year 2021-22 as follows: Fiscal Accounting Fund Accounting Unit, Account Amount Year Unit -Account # Description Description General PWA — Service 2021-22 01117017-66400 Fund Enhancement, Machinery & $150,000 Equipment Sanitation Public Works -Roadway 2021-22 06817641-66400 Fund Cleaning, Machinery & $50,175 Equipment Total $200,175 EXHIBIT(S) 1. Images of CityCat V20 Sweeper Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager City Council 19 — 2 5/17/2022 CITYCAT V20 BUCHER MUNICIPAL .0 . OM '* `Y ,l l ",.( 711 Watch the CityCat V20 Sweeper in Action Video Link City Council 19-4 5/17/2022 Parks, Recreation, and Community Services www.santa-ana.org/parks Item # 20 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Santa Ana Stadium Scoreboard and Sound System Replacement, Marquee Retrofit, and Appropriation Adjustment AGENDA TITLE: Approve Appropriation Adjustment and Award a Purchase Order to Daktronics, Inc. for the Purchase of a Scoreboard and Sound System Replacement and Marquee Retrofit in an Amount Not to Exceed $705,761 (Project No. 22-2753 and 22-1306) (Non -General Fund and Revive Santa Ana Program) RECOMMENDED ACTION 1. Approve an Appropriation Adjustment recognizing revenue received in Fiscal Year 2021-22 in the amount of $358,599 in the Residential Development District 2, District Park Acquisition & Development Fees revenue account and appropriating the same amount into the Residential Development District 2, Improvements Other Than Building expenditure account for FY 2021-2022 capital operating expenses. (Requires five affirmative votes) 2. Award a one-time purchase order to the Daktronics, Inc. for the purchase of a scoreboard and sound system replacement and marquee retrofit at the Santa Ana Stadium in an amount not to exceed $705,761, subject to non -substantive changes approved by the City Manager and City Attorney. 3. Approve an amendment to the Fiscal Year 2021-22 Capital Improvement Program to modify the New Stadium Scoreboard and Marquee Projects. DISCUSSION The Santa Ana Stadium at Eddie West Field scoreboard is over ten years old and has become difficult to maintain. Most components are now obsolete and the next failure could result in an inoperable system during a game. Replacement of the equipment will modernize the system and implement the latest technology that is easily maintainable and conforms to today's standards. Additionally, the City operates an electronic informational marquee, located on the corner of Flower Street and Civic Center Drive. The primary purpose of the Santa Ana Stadium City Council 20-1 5/17/2022 Santa Ana Stadium Scoreboard and Sound System Replacement, Marquee Retrofit, and Appropriation Adjustment May 17, 2022 Page 2 marquee is to provide the outside community with information on City programs, events and activities occurring throughout the City of Santa Ana. The internal components of this equipment have also become obsolete and require retrofitting. The marquee retrofit will utilize Revive Santa Ana funds identified for Expansion of Critical City Communication Methods. Santa Ana City Ordinance No. NS-2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. Region 4 Education Service Center entered into Contract No. R170101 with Daktronics, Inc., for Products and Services through an Omnia Cooperative Agreement; allowing public agencies access to discounted pricing. The City intends to "piggy -back" from the established procurement in order to replace the scoreboard and retrofit the marquee. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The total cost of the scoreboard project, including the contract, project management and contingency is $616,708. The Capital Improvement Program identified $200,000 for the Scoreboard and Marquee Projects. An additional $58,109 is available for this project in the FY 2021-22 budget. Therefore $258,109 has been established for the scoreboard project. An appropriation adjustment is required to recognize revenue received in Fiscal Year 21-22 in the amount of $358,599 in the Residential Development District 2, District Park Acquisition & Development Fees revenue account (31213002-53300) and appropriating the same amount into the Residential Development District 2, Improvements Other Than Building expenditure account (31213260-66220) for FY 2021- 2022 capital operating expenses. After the appropriation adjustment, funds will be available in the following accounts for the scoreboard project: Fiscal Year Accounting Unit - Account No. Fund Description Accounting Unit - Account No. Description Amount Residential Acquisition & 2021-22 31213260-66220 Development Development- $562,708 (22-2753) (District 2) Improvements Other Than Building Residential Acquisition & 2021-22 31213261-66220 Development Development In Lieu- $54,000 (22-2753) (District 2) Improvements Other Than Building Funds are budgeted and available in the following account for the marquee retrofit: City Council 20 — 2 5/17/2022 Santa Ana Stadium Scoreboard and Sound System Replacement, Marquee Retrofit, and Appropriation Adjustment May 17, 2022 Page 3 Fiscal Accounting Unit - Accounting Unit - Year Account No. Fund Description Account No. Amount Description 2021-22 18103013-66220 American Rescue ARPA-CMO- Improvements Other $172,395 (22-1306) Plan Act (ARPA) Than Building EXHIBIT(S) 1. Quote: 1 -Scoreboard 2. Quote:2-Marquee 3. Cost Analysis 4. CIP Worksheet Submitted By: Lisa Rudloff, Executive Dir. of Parks, Recreation and Community Services Approved By: Kristine Ridge, City Manager City Council 20 — 3 5/17/2022 Exhibit 1 DAKTRONICS.COM c� DAKTR©NICS Thank you for choosing Daktronics. The following items are required to process your order: 201 Daktronics Drive PO Box 5128 Brookings, South Dakota 57006-5128 T 800-325-8766 605-692-0200 F 605-697-4700 O Please verify that this equipment fulfills your project needs O Signed Quote O Validate and complete Project Site Information page, return with order Help ensure Daktronics shipping, invoicing, and service locations are accurate. O Payment & Invoicing - Please provide 30% down payment. Contact your sales team for payment options. Invoice available by request. O Tax Status - Applicable taxes included - subject to change You may submit your order to your sales team via the following methods. Email: Mail: Attention: Daktronics, Inc Robin Hall -robin.hail@daktronics.com Attn: Gary Delaney Gary Delaney - gary.de/aney@daktronics.com PO Box 5128 Brookings, SD 57006 After your order has been placed: O Freight Unloading Guidelines - Shipping to site via Independent Carrier (flatbed trailer). Crane or telehandler required for unloading. O Logos, Graphics or Sponsor Advertisements - vector files must be submitted with your order documents, not to exceed I week of order placement. Once artwork is received, you will be sent a final layout requesting your approval before production. If artwork is not received, the panels will be painted the same as scoreboard and shipped blank. City Council 20 - 4 5/17/2022 City of Santa Ana Accounts Payable PO BOX 1988 SANTA ANA , CA USA 92702 Phone: 714-647-5804 Fax: Email: 20/Apr/2022 Quote valid for: 60 days Terms: 30% with the order, 60% Payment before shipment, 10% Net 30 days from shipment Subject to Credit Review FCA: DESTINATION Delivery: Call for Production Time Reference: Santa Ana Stadium. Omnia Partners Contract #R170101 —Certified Proposal Number #CA-R170101-315028 Item Model Description Qty Price No. 1 LVX-2860-396X720-10SMD- Daktronics Live Video Display 1 $493,365.90 MR-LT-25, 13.2' x 0.5' Side Borders Matrix: 396 lines by 720 columns Line Spacing: 10mm LED Color: RGB- - 281 Trillion Colors Cabinet Dimensions: 13' 3" H X 25' 0" W X 0' 11" D (Approx. Dimensions) Max Power: 21195 watts/display Weight: Unpackaged 3260 Ibs per display; Packaged 3985 Ibs per display Technician - 1900 2 Control-1 video input Standard Definition or High Definition (1080p); 1 1 (Primary/Backup Player & video input Processor) w/ Laptop Standard Video All Sport® Displays Game -In -Progress Information 1 RTD Input Kit W-1490 Fiber Optic Cable; 50 pm Multimode; 12 Fiber with 1000 non -terminated ends Daktronics System Installation Attachment support system drawings 1 Drawings >100 Daktronics System Electrical Power and control system drawings 1 Drawings >100 Daktronics System Certified Engineered stamped drawings for footing and 1 Structural Drawings >100 beams System Startup Final Commissioning of Equipment 1 FB-2021-W-PV-F PanaView® Football Scoreboard; Scoreboard 1 Color: ; Caption Color: Cabinet Dimensions: 8' 0" H X 25' 0" W X 0' 8" D (Approx. Dimensions) Digit Type: PANAVIEW Digit Color: WHITE Max Power: 705 watts/display Weight: Unpackaged 785 Ibs per display; Packaged 1250lbs per display AS-5010 Kit All Sport® 5010 Control Console Kit 1 Daktronics, Inc. City COUnCII Quote W6226b3-2 Rev 2 5/17/2022 201 Daktronics Drive Brookings, SD 57006 USA www.daktronics.com Page 1 of 7 aaKraorwIIcs Outdoor Scoreboard Wire Communication Type: Wire (Cable not included) 1 Communication TNMC_8x48_White LED 8x48-34mm LED Team Name Message Center; 1 (34mm) Set of 2; White LED's Digit Color: WHITE Weight: Unpackaged 120 Ibs per display; Packaged 250 Ibs per display Stripe; OA-1407-0045 / OA- Perimeter Border Stripe for FB-2021 Scoreboards; 1 1647-0078 Color: 120VAC Trumpet Horn #55 For Outdoor Scoreboards 1 18" PanaView Time Outs Left For FB-2021 Scoreboards 1 Option (White LEDs) TI-2003-W-PV for Delay of Outdoor PanaView® Delay of Game Timer; Set of 1 Game 2; Scoreboard Color: Cabinet Dimensions: TO" H X 4' 0" W X 0' 8" D (Approx. Dimensions) Digit Type: PANAVIEW Digit Color: WHITE Max Power: 95 watts/display Weight: Unpackaged 65 Ibs per display; Packaged 120 Ibs per display Outdoor Scoreboard Wire Communication Type: Wire (Cable not included) 2 Communication I -Beam Mounting Method (A) For 2 I -Beams 1 SS1500HD Sportsound 1500HD Sound Cabinet *BLACK*, 1 Mesh Color: SSR-200-NW Sportsound Rack 200 that includes: 12Ch Audio 1 Mixer, CD Player, Operator Accessories Case. Wireless Microphone Wireless microphone handheld package includes: 1 Handheld Package wireless receiver, handheld transmitter w/ SM58 mic, power supply, 1/2 wave antennas, rack mount kit, zippered accessory bag, and AA alkaline batteries Wireless Microphone Wireless microphone handheld package includes: 1 Handheld Package wireless receiver, handheld transmitter w/ SM58 mic, power supply, 1/2 wave antennas, rack mount kit, zippered accessory bag, and AA alkaline batteries Wireless Bodypack Wireless Bodypack Microphone System for 1 Microphone System - Referees. Includes: Receiver, Bodypack Referees Transmitter with Black Pouch, Shure MX15013/0- TQG Lavalier Microphone with Clip, Windscreen, Case, Headworn Microphone, Antenna Combiner Kit for Dual Wireless Systems, and Daktronics In - Line Referee Mute Switch. SSR-AM Sportsound Announcers Mixer, 2Ch Tabletop, 1 Microphone and MP3 Inputs, Includes Single -Muff Headset, 1/8"to1/8" stereo cable, and XLR output cable. Power Supply Included. Daktronics, Inc. City Council Quote &2—A3-2 Rev 2 5/17/2022 201 Daktronics Drive Brookings, SD 57006 USA www.daktronics.com Page 2 of 7 aaK rRo rwII c s Fiber Conversion Box w/ Fiber conversion box converts the analog audio 1 Analog Backup signal from the source equipment into fiber optic signal to the sound system. Box includes analog backup switch. W-1627 Microphone Cable, XLR M to XLR F, 5' 1 W-1615 Cable, Audio Signal, 1 pair shielded 22 AWG, 1000 1000' spool Spare Parts Kit; SS150OHD Spare Parts Kit for Sportsound 150OHD system. 1 Includes (1) Amplifier, (2) LF Speakers, (2) MF Speakers, (2) HF Speakers Backup Referee Bodypack Shure QLXD Bodypack Transmitter with Black 1 Kit, Shure QLXD System Pouch , Shure WL185-TQG Lavalier Microphone with Clip, Windscreen, and Case, Headworn Microphone, and Daktronics In -Line Referee Mute Switch. Backup Handheld Wireless Handheld Microphone , Transmitter w/ 1 Transmitter, Shure - QLXD2 SM58 Microphone, Shure-QLXD2/SM58 Labor; Field Technician, Regional Field Service Technician Labor which 1 Audio System includes final termination of audio cables, audio system commissioning, and customer operation training Speaker Mesh Panel; 6'-0" x Speaker Mesh Panel / ID Panel to cover the 1 25'-0" SS150OHD -Background color: Red# 50317 Weight: Packaged 300 Ibs per display Speaker Mesh Only; 6'-0" x Replacement mesh for the Speaker Mesh Panel / 1 25'-0" ID Panel Weight: Packaged 175 Ibs per display FREIGHT Shipping to site via Independent Carrier (flatbed 1 trailer). Crane or telehandler required for unloading. Physical Installation See attachment A. 1 Taxes Subject to change 1 2 Contingency Fee Contingency amount is intended to cover any 1 $40,000.00 authorized change order in accordance with the terms and conditions. Services 3 Warranty & Services 1 M5M5 - 5 Years Platinum 5 Years of Parts, On -site Labor, and one Annual 1 Plus Extended Service for Systems Check from Daktronics 622653-2-2 Main Equipment Standard Video with SCS 1 One -on -One Webinar Training Custom RTD Frames -- Single Custom Logo RTD Frames. 1-3 RTD Frames 1 Logo Background Catalog - FB--Animations FB--Animations Package (Includes 11 Animations) 1 Package Daktronics, Inc. City Council Quote &2—J3-2 Rev 2 5/17/2022 201 Daktronics Drive Brookings, SD 57006 USA www.daktronics.com Page 3 of 7 aaKraorwIcs Team Spirit Vol.1 Animations Starter Package System Health Plus 5-Year Subscription with Venus® Control Suite License Stand Alone Personalized Package - Your School Colors, Mascot/Logo - 20 Pre -Selected Popular/Essential Animations Included Access to Venus® Control Suite license, to be able to use System Health. Total Price Including Applicable Tax: $533,365.90 Please reference listed sales literature: DD1521532 for SS1500HD, DD1552218 for SSR-200-NW, DD1587799 for Catalog - FB--Animations Package, DD1696958 for TNMC_8x48_White LED (34mm), DD1757027 for TI-2003-W-PV for Delay of Game, DD1923154 for Control-1 video input (Primary/Backup Player & Processor) w/ Laptop, DD1936413 for Standard Video All Sport® RTD Input Kit, DD2167297 for FB-2021-W-PV-F, DD2563729 for Custom RTD Frames -- Single Logo Background, DD2631088 for Fiber Conversion Box w/ Analog Backup, DD3638244 for SSR-AM, DD4105001 for LVX-2860-396X720 -10SMD-MR-LT-25, 13.2' x 0.5' Side Borders, SL-03991 for AS-5010 Kit Please reference listed shop drawings: DD2254247 for Fiber Conversion Box w/ Analog Backup, DWG-01098285 for SSR-200-NW, DWG-752494 for SS150OHD Daktronics, Inc. City Council 201 Daktronics Drive Brookings, SD 57006 USA www.daktronics.com Quote &26b3-2 Rev 2 Page 4 of 7 5/17/2022 DAKTRONICS Leasing Program If your purchase exceeds $25,000, you may qualify for our leasing program allowing you more flexibility to spread out the cost of your Daktronics display over of a period up to five (5) years. Benefits of our leasing program include fixed rate financing, non -appropriation clause, no prepayment penalty, and customizable payment schedules. Plus, at the end of the lease, the equipment is yours to keep with no additional balloon payments. Sample payment options as follows: $50,000 in total equipment cost = $10,700 per year $100,000 in total equipment cost = $21,199 per year $250,000 in total equipment cost = $52,899 per year **Payments based on 5 year/annual payment in advance structure. Leasing is subject to credit approval and agreed upon documentation with Daktronics lending partner. Contact your Daktronics representative for additional options and details. Exclusions: Electrical Installation Physical/Mechanical Installation Structure Foundation Power - Hoist Engineering Certification - Signal Conduit Labor to Pull Signal Cable - Applicable Permits - Electrical Switch Gear or Distribution Equipment - Front End Equipment Unless expressly stated otherwise in this Quote # 622653-2 Rev 2 or the attachments, if Daktronics performs installation of the Equipment, the price quoted does not include the following services pertaining to physical installations: digging of footings (including dirt removal), any materials fabrication, installation of steel cages, rebar, or bolt attachments, or pouring and finishing of concrete footings. Those service may be provided for an additional cost beyond the quoted price. Purchaser shall be fully responsible for any and all additional costs plus overhead in the event anything unexpected of any nature whatsoever is found while digging the footings including but are not limited to rock, water, utility lines, pipes or any other unforeseen circumstance. The Purchaser acknowledges and agrees that it is fully responsible for all site conditions. Prices and charges are subject to change by Daktronics at any time before the final agreement between the parties is effective. Ship Date will be determined after customer purchase order is received or agreement is signed or otherwise effective, shop drawings are approved (if required) and down payment is received (if required). Installation Responsibilities: If applicable please reference Attachment A for Installation Responsibilities. Ad/ID Copy Approval Process Customer shall provide digital artwork for advertising and identification panels, conforming to Daktronics' graphic file standards, at the time of order. Daktronics will create a proof of provided artwork and require approval of that proof three weeks prior to the initial anticipated ship date. Advertising and identification panels not approved in time, will be shipped without copy in Daktronics' standard finish. Robin Hall PHONE: FAX: 605-697-4746 EMAIL: Robin.Hall@daktronics.com Terms And Conditions: Gary Delaney PHONE: 605-692-0200 FAX: 605-692-0381 EMAIL: Gary. Delaney@daktronics.com The Terms and Conditions which apply to this order available on request. SL-02374 Standard Warranty and Limitation of Seller's Liability (www.daktronics.com/terms—conditions/SL-02374.pdf) SL-02375 Standard Terms and Conditions of Sale (www.daktronics.com/terms—conditions/SL-02375.pdf) SL-07862 Software License Agreement Additional Links: Platinum Plus Scope of Services System Health Acceptance: (www.daktronics.com/terms—conditions/SL-07862.pdf) (www.daktronics.com/Web%20Documents/Services/SL-04704.pdf) (p.widencdn.net/rkg21 a/FLYER-System-Healt) The parties acknowledge and agree that the agreement (the "Agreement") is comprised of the terms and conditions contained within this quote and any attachments thereto, along with the documents at the website addresses above. Purchaser hereby agrees to purchase the equipment as defined in the Agreement. Purchaser acknowledges having had the opportunity and means to review the Agreement. The Agreement represents the entire agreement of the parties and supersede any previous understanding or agreement. The Undersigned has actual authority to execute this document and Daktronics is relying on such authority. Purchaser acknowledges and agrees to the above, as evidenced by its attestation below. Customer Signature Date Daktronics, Inc. City Council Quote 6226Q3-2 Rev 2 5/17/2022 201 Daktronics Drive Brookings, SD 57006 USA www.daktronics.com Page 5 of 7 13AKrr:xoNlcs Print Name Title Daktronics, Inc. City Council Quote &2613=2 Rev 2 5/17/2022 201 Daktronics Drive Brookings, SD 57006 USA www.daktronics.com Page 6 of 7 aaK rRo rwl c s Exhibit 1 This document is for order processing purposes only and is not intended to be part of the Agreement Daktronics Quote # 622653-2-2 Purchase Order Information: PO# PO Date Purchaser (Bill To) herby confirms that the equipment is to be delivered to (Ship To) and may be installed by Purchases or Daktronics, as indicated elsewhere herein, at the address (Installation Location) indicated below unless otherwise specified. SHIP TO: (delivery location) Company: Per Daktronics PM Contact: Street Address: Citv: State: Zip:_ Telephone: Email: (for shipping notification) Additional Email: (for shipping notification) huribe@santa-ana.org BILL TO: (receive and pay invoices) ID# Company: City of Santa Ana Contact: Accounts Payable Street Address: PO BOX 1988 City: SANTA ANA State: CA Zip: 92702 Telephone: 714-647-5804 Email: ***LOGO & AD COPY APPROVAL*** (if applicable) Name: Hiram Uribe Email: huribe@santa-ana.org INSTALLATION LOCATION: (end user) ID# Company: SANTA ANA STADIUM Contact: Street Address: 602 NORTH FLOWER STREET City: SANTA ANA State: CA Zip. 92703 Telephone: Email: (for order acknowledgement) huribe@santa-ana.org Training Contact & Email: (if applicable) huribe@santa-ana.org **Logos, Graphics, or Sponsor Advertisements** Vector files must be submitted with your order documents, not to exceed 1 week of order placement. If artwork is no received, the panels will be painted the same as your scoreboard or display and shipped blank. City Council 20 — 11 5/17 201 Daktronics Drive PO Box 5128 Brookings, SD 57006-5128 800-325-8766 605-692-0200 fox 605-697-4700 www.daktronics.com email sales@daktronics.com DAKTF2DN I GS Exhibit 1 DAKTRONICS QUOTE # 622653-2-2 MAIN ATTACHMENT A CUSTOMER RESPONSIBILITIES General 1) Secure necessary sign permits, as required. 2) Customer is responsible to ensure the existing structure/building is adequate, including any necessary modifications, for the installation of the Equipment, including but not limited to (i) obtaining certified engineer drawings to the extent required by law and (ii) providing Daktronics, upon reasonable request, documentation relating to the existing structure and modifications necessary for Daktronics perform its work. 3) Mark location of the new Equipment as delineated in the quote. 4) Remove or cut back any trees or other plants to allow access to the rear of the scoreboard structure from W Civic Center Drive. 5) Clarification for item 2 above: Daktronics has copies of stamped drawings for the current product. We do not foresee any issues with replacing the existing displays with the proposed displays. We are not aware of any changes to the existing structure compared to the stamped drawings - in the event there has been changes, Daktronics will not be responsible for any structure modifications that deviate from the stamped drawings. Structures 1) Not applicable Electrical & Data 1) Provide and install signal cable conduit, with pull string, from control location to each outdoor Equipment location to five (5) feet off grade on structure. 2) Existing electrical and signal conduits currently in place are expected to be reused. Product/Equipment 1) Provide storage of all Equipment and control equipment in a safe, dry, and secure location until installation. 2) Provide high speed internet connection to control room equipment. 3) Required power outlets on clean dedicated circuit(s) for all control equipment. 4) Existing high speed internet and power to control equipment can be reused for the new equipment. DAKTRONICS RESPONSIBILITIES General 1) Secure necessary construction permits, as required. 2) Removal and disposal of existing equipment. 3) Provide all landscaping, track, sidewalk and path protection along with site restoration, and/or sprinkler system repair work. 4) Removal and disposal of existing audio pole. Structures 1) Steel fabrication and erection of sub -structure for Equipment mounting. 2) Paint new support structure provided in this quotation. 3) Paint existing support structure. 4) Certify existing structure for new equipment. Electrical & Data 1) Provide primary power feed five (5) feet off grade on structure in the form of transformer and electrical disconnect/distribution panel, as applicable, with over current protection per all applicable electrical codes and regulations. 2) Provide secondary power conduits, power cable and power hook-up from five (5) feet off grade on structure to all Daktronics supplied load centers/termination panel at/within the Equipment. 3) Provide and install signal cable conduit, with pull string, from five (5) feet off grade on structure to each outdoor Equipment signal termination point. 4) Labor to pull all new signal cable (and remove existing cable, if required). 5) Existing electrical conductors from electrical room to base of the scoreboard structure will be reused. Two (2) new transformers will be provided and installed by Daktronics to properly energize the new equipment. A new distribution panel at base of the scoreboard structure will also be provided and installed. Prod ucotpipddilli dI 20 - 12 5/17/2022 Attachment A Page 1 of 2 Exhibit 1 DAKTRONICS QUOTE # 622653-2-2 MAIN ATTACHMENT A 1) Accept, lift, unload, and inspect all Equipment and control equipment from carrier. 2) Lift and mount Equipment listed in this quotation. QUALIFICATIONS/CLARIFICATIONS 1) Access: Daktronics requires unobstructed access to Equipment and control room installation site until display is 100%. Installation equipment (cranes, lifts, trucks, concrete trucks, etc.) are expected to have access directly to the scoreboard/structure location. No concrete pumping, concrete buggies, or crane picks over 10' distance from scoreboard structure are included. 2) Control Room Climate: Normal operating temperature should be between 400 to 900 Fahrenheit (40 to 320 Celsius). Normal operating humidity should be less than 80% non -condensing. Storage temperature should be between -100 to 1050 Fahrenheit (-230 to 41 ° Celsius). Storage humidity should be less than 95% non - condensing. Keep computers and monitors out of direct sunlight during storage. Allow control equipment taken out of storage to return to operating temperature range prior to turning it on (24 hours recommended). 3) Electrical: The maximum voltage is 120 volts line to neutral for all Equipment in this quotation. 4) Building Penetrations: Customer to provide all required building (wall/roof) penetrations for the installation of Daktronics provided wireless bridge and/or scoring console radio transmitter components at the control location. Mount Daktronics provided wireless bridge and/or scoring console radio transmitter components to the building in accordance with manufacturers recommendations. Building penetration location shall provide clear line -of -sight to the Equipment. Provide all conduit, with pull string, from control location equipment to the building penetration location. 5) Existing Conduit: Costs to repair or replace damaged or obstructed conduit have not been included in this quote. 6) Prevailing Wage: The install price accounts for prevailing wages. City Council 20 — 13 5/17/2022 Attachment A Page 2 of 2 Exhibit 2 DAKTRONICS.COM c� DAKTR©NICS Thank you for choosing Daktronics. The following items are required to process your order: 201 Daktronics Drive PO Box 5128 Brookings, South Dakota 57006-5128 T 800-325-8766 605-692-0200 F 605-697-4700 O Please verify that this equipment fulfills your project needs O Signed Quote O Validate and complete Project Site Information page, return with order Help ensure Daktronics shipping, invoicing, and service locations are accurate. O Payment & Invoicing - Please provide 30% down payment. Contact your sales team for payment options. Invoice available by request. O Tax Status - Applicable taxes included - subject to change You may submit your order to your sales team via the following methods. Email: Mail: Attention: Daktronics, Inc Robin Hall -robin.hail@daktronics.com Attn: Gary Delaney Gary Delaney - gary.de/aney@daktronics.com PO Box 5128 Brookings, SD 57006 After your order has been placed: O Freight Unloading Guidelines - Shipping to site via LTL (enclosed trailer). Usually unloads at a dock. Forklift or pallet jack may be required. City Council 20 - 14 5/17/2022 City of Santa Ana 18/Apr/2022 ACCOUNTS PAYABLE Quote valid for: 120 days PO BOX 1988 Terms: 30% with the order, 60% Payment SANTA ANA, CA USA 92702 before shipment, 10% Net 30 days from Phone: (714)647-5804 shipment Fax: Subject to Credit Review Email: FCA: DESTINATION Delivery: Call for Production Time Reference: Santa Ana Stadium -Marquee Retrofit. Omnia Partners Contract #R170101 —Certified Proposal Number #CA-R170101 -314969 Item Model Description No. 1 GT6x-240X600-6-RGB-2V Galaxy® Outdoor Electronic Message Center - GT6x Series - 6mm RGB; 2V Interconnect Cable Length Is 20 Feet Matrix: 240 lines by 600 columns Line Spacing: 6mm LED Color: RGB- 281 Trillion Colors Face Configuration: 2V - two one sided displays - same content View Angle: 140 degrees Horizontal x 70 degrees Vertical Cabinet Dimensions: 5' 4" H X 12' 3" W X 0' 7" D (Approx. Dimensions) Max Power: 3950 watts/display Weight: Unpackaged 605 Ibs per display; Packaged 770 Ibs per display Custom Paint Custom Paint Selected From A 150 Color Pallet - Red #50317 Daktronics Verizon Modem, Daktronics Verizon 4G Cellular Modem Only - 4G, Ethernet Requires Daktronics Verizon Cellular Data Plan GT6x/VT6x RGB 6mm Spare Includes Eight (8) Modules and Sata Cables, and Parts - Eight Module Package (2) Power Supplies Physical Installation See attachment A. Daktronics System Certified Engineered stamped drawings for footing and Structural Drawings >100 beams System Startup Final Commissioning of Equipment FREIGHT Shipping to site via LTL (enclosed trailer). Usually unloads at a dock. Forklift or pallet jack may be required. Qty 1 1 1 1 1 1 1 1 Taxes Subject to change 1 2 Contingency Fee Contingency amount is intended to cover any 1 authorized change order in accordance with the terms and conditions. Not included in taxable amount for current order, applicable taxes will be applied to authorized change orders. Services 3 Warranty and Services 1 Price $152, 395.07 $20,000.00 Daktronics, Inc. City Council 201 Daktronics Drive Brookings, SD 57006 USA www.daktronics.com Quote M74P-2 Rev 4 Page 1 of 4 5/17/2022 M5M5 - 5 Years Platinum Plus Extended Service for one GT6x-240X600-6-RG B-2V Venus® Control Suite Basic 10-Year Subscription Venus® Control Suite Training Onboarding Venus® Control Suite - One - on -One Webinar Daktronics Verizon Lifetime 4G Cellular Data Plan for VCS, 10OK-300K Pixels 5 Years of Parts, On -site Labor, and one Annual Systems Check from Daktronics Secure, web -based software that enables display management anytime, anywhere via internet connection. Venus® self guided training videos. (English only.) Customized Venus® training in a live, web - based, conference call format using the customer's phone & computer. (English only.) Daktronics Verizon Lifetime 4G Cellular Data Plan Per Modem, for Venus Control Suite on Displays 100K-300K pixels. Excludes streaming data feeds and diagnostics. Total Price Including Applicable Tax: $172,395.07 Please reference listed sales literature: DD3512730 for Daktronics Verizon Modem, 4G, Ethernet Daktronics, Inc. City Council 201 Daktronics Drive Brookings, SD 57006 USA www.daktronics.com Quote M70- 2 Rev 4 Page 2 of 4 5/17/2022 DAKTRONICS Leasing Program If your purchase exceeds $25,000, you may qualify for our leasing program allowing you more flexibility to spread out the cost of your Daktronics display over of a period up to five (5) years. Benefits of our leasing program include fixed rate financing, non -appropriation clause, no prepayment penalty, and customizable payment schedules. Plus, at the end of the lease, the equipment is yours to keep with no additional balloon payments. Sample payment options as follows: $50,000 in total equipment cost = $10,700 per year $100,000 in total equipment cost = $21,199 per year $250,000 in total equipment cost = $52,899 per year **Payments based on 5 year/annual payment in advance structure. Leasing is subject to credit approval and agreed upon documentation with Daktronics lending partner. Contact your Daktronics representative for additional options and details. Exclusions: Foundation Power Hoist - Signal Conduit Labor to Pull Signal Cable - Applicable Permits Electrical Switch Gear or Distribution Equipment - Front End Equipment Unless expressly stated otherwise in this Quote # 787401-2 Rev 4 or the attachments, if Daktronics performs installation of the Equipment, the price quoted does not include the following services pertaining to physical installations: digging of footings (including dirt removal), any materials fabrication, installation of steel cages, rebar, or bolt attachments, or pouring and finishing of concrete footings. Those service may be provided for an additional cost beyond the quoted price. Purchaser shall be fully responsible for any and all additional costs plus overhead in the event anything unexpected of any nature whatsoever is found while digging the footings including but are not limited to rock, water, utility lines, pipes or any other unforeseen circumstance. The Purchaser acknowledges and agrees that it is fully responsible for all site conditions. Prices and charges are subject to change by Daktronics at any time before the final agreement between the parties is effective. Ship Date will be determined after customer purchase order is received or agreement is signed or otherwise effective, shop drawings are approved (if required) and down payment is received (if required). Installation Responsibilities: If applicable please reference Attachment A for Installation Responsibilities. Ad/ID Copy Approval Process Customer shall provide digital artwork for advertising and identification panels, conforming to Daktronics' graphic file standards, at the time of order. Daktronics will create a proof of provided artwork and require approval of that proof three weeks prior to the initial anticipated ship date. Advertising and identification panels not approved in time, will be shipped without copy in Daktronics' standard finish. Robin Hall PHONE: FAX: 605-697-4746 EMAIL: Robin.Hall@daktronics.com Terms And Conditions: Jeffrey Johnson PHONE: FAX: 605-697-4700 EMAIL: Jeffrey.Johnson@daktronics.com The Terms and Conditions which apply to this order available on request. SL-02374 Standard Warranty and Limitation of Seller's Liability (www.daktronics.com/terms—conditions/SL-02374.pdf) SL-02375 Standard Terms and Conditions of Sale (www.daktronics.com/terms—conditions/SL-02375.pdf) SL-07862 Software License Agreement Additional Links: Platinum Plus Scope of Services Wireless Service Addendum Acceptance: (www.daktronics.com/terms—conditions/SL-07862.pdf) (www.daktronics.com/Web%20Documents/Services/SL-04704.pdf) (www.daktronics.com/TermsConditions/DD3956286) The parties acknowledge and agree that the agreement (the "Agreement") is comprised of the terms and conditions contained within this quote and any attachments thereto, along with the documents at the website addresses above. Purchaser hereby agrees to purchase the equipment as defined in the Agreement. Purchaser acknowledges having had the opportunity and means to review the Agreement. The Agreement represents the entire agreement of the parties and supersede any previous understanding or agreement. The Undersigned has actual authority to execute this document and Daktronics is relying on such authority. Purchaser acknowledges and agrees to the above, as evidenced by its attestation below. Customer Signature Print Name Daktronics, Inc. City Council 201 Daktronics Drive Brookings, SD 57006 USA www.daktronics.com Date Title 17 Quote �987401-2 Rev 4 5/17/2022 Page 3 of 4 DAKTP2ONICS Exhibit 2 This document is for order processing purposes only and is not intended to be part of the Agreement Daktronics Quote # 787401-2-3 Purchase Order Information: PO# PO Date Purchaser (Bill To) herby confirms that the equipment is to be delivered to (Ship To) and may be installed by Purchases or Daktronics, as indicated elsewhere herein, at the address (Installation Location) indicated below unless otherwise specified. SHIP TO: (delivery location) Company: Per Daktronics PM Contact: Street Address: City: State. CA Zip: Telephone: Email: (for shipping notification) Additional Email: (for shipping notification) huribe@santa-ana.org BILL TO: (receive and pay invoices) Company: City of Santa Ana Contact: Accounts Payable Street Address: PO BOX 1988 CitV: SANTA ANA State: CA Zip: 92702 Telephone: 714-647-5804 Email: Name: na Email: na ID# ***LOGO & AD COPY APPROVAL*** (if applicable) INSTALLATION LOCATION: (end user) ID#_ Company: SANTA ANA STADIUM Contact: Street Address: 602 NORTH FLOWER STREET City: SANTA ANA State: CA Zip: 92703 Telephone: Email: (for order acknowledgement) huribe@santa-ana.org Training Contact & Email: (if applicable) ***VENUS SOFTWARE INFORMATION*** This is a new Venus account (Daktronics will create and send the credentials) Display Name: Please add users and display to existing Venus account Acct Name or Number: Venus Control Suite Software package: Software package: Iseiect, 10 years Animation Allowed: ❑YES ❑ NO Width Height Color 600 240 RGB Primary Contact - Account Administrator *Email: Name: Phone: Secondary Contact - Account Administrator *Email: Name: Phone: IF APPLICABLE Duration (in years): System Health: ®Plus ®Advanced ®Premier II **Logos, Graphics, or Sponsor Advertisements** Vector files must be submitted with your order documents, not to exceed 1 week of order placement. If artwork is no received, the panels will be painted the same as your scoreboard or display and shipped blank. City Council 20 — 18 5/17 201 Daktronics Drive PO Box 5128 Brookings, SD 57006-5128 800-325-8766 605-692-0200 fox 605-697-4700 www.daktronics.com email sales@daktronics.com DAICTF2DN I CS Exhibit 2 DAKTRONICS QUOTE # 787401-2-4 MAIN ATTACHMENT A CUSTOMER RESPONSIBILITIES General 1) Secure necessary sign permits, as required. 2) Customer is responsible to ensure the existing structure/building is adequate, including any necessary modifications, for the installation of the Equipment, including but not limited to (i) obtaining certified engineer drawings to the extent required by law and (ii) providing Daktronics, upon reasonable request, documentation relating to the existing structure and modifications necessary for Daktronics perform its work. 3) Mark location of the new Equipment as delineated in the quote. 4) Clarification for item 2 above: Daktronics has copies of stamped drawings for the current product. We do not foresee any issues with replacing the existing displays with the proposed displays. We are not aware of any changes to the existing structure compared to the stamped drawings - in the event there has been changes, Daktronics will not be responsible for any structure modifications that deviate from the stamped drawings. Structures 1) Not applicable Electrical & Data 1) Provide primary power feed base of structure in the form of transformer and electrical disconnect/distribution panel, as applicable, with over current protection per all applicable electrical codes and regulations. 2) Existing power to marquee structure is expected to be reused. No costs to upgrade or replace conductors have been included. Product/Equipment 1) Provide storage of all Equipment and control equipment in a safe, dry, and secure location until installation. 2) Provide high speed internet connection to control room equipment. 3) Required power outlets on clean dedicated circuit(s) for all control equipment. 4) Clarification for item 1 above: The message center and accessories will be shipped to the installer's shop until installation will occur. The customer's involvement with storage will be limited to on -site access and staging area during the installation. 5) Clarification for items 2 & 3 above: Any existing internet or control room equipment will not be required for the new displays since they will be controlled by cellular modem that can be operated by devices with internet connections (cell phone, tablets, etc.) by having Venus Control Suite software installed. DAKTRONICS RESPONSIBILITIES General 1) Secure necessary construction permits, as required. 2) Removal and disposal of existing equipment. 3) Provide all landscaping, track, sidewalk and path protection along with site restoration, and/or sprinkler system repair work. Structures 1) Steel fabrication and erection of sub -structure for Equipment mounting. 2) Paint new support structure provided in this quotation. 3) Paint existing support structure. Electrical & Data 1) Provide secondary power conduits, power cable and power hook-up from base of structure to all Daktronics supplied load centers/termination panel at/within the Equipment. Product/Equipment 1) Accept, lift, unload, and inspect all Equipment and control equipment from carrier. 2) Lift and mount Equipment listed in this quotation. 3) Provide and install flashing/trim around sign(s) to eliminate gaps between display faces. QUALIFIC City Council 20 — 19 5/17/2022 Attachment A Page 1 of 2 Exhibit 2 DAKTRONICS QUOTE # 787401-2-4 MAIN ATTACHMENT A 1) Access: Daktronics requires unobstructed access to Equipment and control room installation site until display is 100%. Installation equipment (cranes, lifts, trucks, concrete trucks, etc.) are expected to have access directly to the scoreboard/structure location. No concrete pumping, concrete buggies, or crane picks over 10' distance from scoreboard structure are included. 2) Control Room Climate: Normal operating temperature should be between 400 to 900 Fahrenheit (40 to 320 Celsius). Normal operating humidity should be less than 80% non -condensing. Storage temperature should be between -100 to 1050 Fahrenheit (-230 to 41 ° Celsius). Storage humidity should be less than 95% non - condensing. Keep computers and monitors out of direct sunlight during storage. Allow control equipment taken out of storage to return to operating temperature range prior to turning it on (24 hours recommended). 3) Electrical: The maximum voltage is 120 volts line to neutral for all Equipment in this quotation. 4) Prevailing Wage: Install price accounts for prevailing wages. City Council 20 — 20 5/17/2022 Attachment A Page 2 of 2 Exhibit 3 COST ANALYSIS Project: Scoreboard and Sound System Replacement Total Contract $493,366 Construction Administration, Inspection, Testing $74,005 Contingencies $49,337 TOTAL CONSTRUCTION DELIVERY COST $616,708 Project: Marquee Retrofit Total Contract $152,395 Contingency $20,000 TOTAL CONSTRUCTION DELIVERY COST $172,395 City Council 20 — 21 5/17/2022 PROJECT TITLE: New Stadium Scoreboard and Marquee Retrofit PROJECT CATEGORY: City & Park Facility Improvements Park Facility LOCATION MAP A N CITY OF SANTA ANA FY 21/22CIP CAPITAL IMPROVEMENT PROJECT WORKSHEET PROJECT DESCRIPTION: Design and construct a new scoreboard and retrofit the Marquee at the Santa Ana Stadium PROJECT COSTS PROJECT NEED: The current scoreboard and marquee have past their useful life. FY 21/22 FY 22/23 FY 23124 FY 24125 FY 25126 FY 26/27 FY 27/28 Construction 789,102 TOTAL 789,102 - - - - - - SOURCE OF FUNDS FY 21/22 FY 22/23 FY 23/24 FY 24/25 FY 25/26 FY 26/27 FY 27/28 ARPA (Revive Santa Ana) 172,395 - - - - - - A & D District 2 562,707 A & D District 2 In -Lieu 54,000 TOTAL 789,102 - AGENCY: DIVISION: Parks, Rec. & Community Services Administration CONTACT: DATE: Mike Ortiz, Senior Civil Engineer 10-May-2022 City Council 20 — 22 5/17/2022 Public Works Agency www.santa-ana.org/pw Item # 21 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Pressure Control Station Relocation and Transmission Main Improvements AGENDA TITLE Approve an Appropriation Adjustment and Approve an Agreement with Tetra Tech, Inc. for Engineering Services in an Amount not to Exceed $830,000 for up to a Five -Year Term (Project No. 19-6496) (Non -General Fund) RECOMMENDED ACTION 1. Authorize the City Manager to execute an agreement with Tetra Tech, Inc. for engineering services for pressure control station relocation and transmission main improvements for a three-year period beginning May 17, 2022 and expiring May 16, 2025, with provisions for one, two-year renewal period exercisable by the City Manager and City Attorney, in an amount not to exceed of $830,000, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Approve an appropriation adjustment to recognize $270,000 of prior -year fund balance in the Water Fund, Public Works Water Revenue, Prior Year Carryforward revenue account, and appropriate the same amount to the Acquisition & Construction, Water Utility Capital Projects, Water Capital Project expenditure account. (Requires five affirmative votes) 3. Approve an amendment to the Fiscal Year 2021-22 Capital Improvement Program to include $270,000 in engineering funds for the SA-2 Pressure Control Station Relocation Project (No. 19-6496). DISCUSSION The City of Santa Ana's water system has an average daily demand of 30 million gallons and is composed of approximately 480 miles of water main, 21 groundwater wells, seven pump stations, four pressure -regulating stations, roughly 45,000 service connections, and seven connection points to Metropolitan Water District (MWD). A connection point (SA-2) to the MWD Orange County Feeder line is currently located in a vault underneath the sidewalk on the south side of West 1 st Street, roughly 60 feet east of Bristol Street. The results of a feasibility study indicate the SA-2 connection should be relocated. Accordingly, the Public Works Agency Water Division issued Request for City Council 21 — 1 5/17/2022 Approve an Agreement with Tetra Tech, Inc. May 17, 2022 Page 2 Proposals (RFP) 21-127 on November 10, 2021 for engineering design services for the preparation of plans, specification, and a cost estimate for the relocation of SA-2 and for transmission main improvements. The RFP was advertised on the City's online bid management and publication system with bids due on January 13, 2022. System records indicate 61 vendors were notified and 60 vendors downloaded proposal files. Two proposals were received and evaluated by a selection committee. Based on the criteria as outlined in the RFP, both proposals received were categorized as responsive, and their respective scores are as follows: FIRM LOCATION PROPOSAL SCORE Tetra Tech Irvine 92 Psomas Santa Ana 87 The proposal from Tetra Tech Inc. demonstrated high levels of technical competency, experience performing similar services, and contained a clear path toward achieving City goals and objectives. In accordance with the RFP scores, staff recommends entering into an agreement with Tetra Tech, Inc. for engineering services for the SA-2 Pressure Control Station Relocation and Transmission Main Improvements Project (Exhibit 1). Approval of the amendment to the Fiscal Year 2021-22 Capital Improvement Program will officially incorporate this project into the program (Exhibit 2). ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. FISCAL IMPACT Approval of the requested appropriation adjustment in the amount of $270,000 will recognize sufficient funds from Water Fund, Public Works Water Revenue, Prior Year Carryforward revenue account (No. 06017002-50001) and appropriate the same amount to the Acquisition & Construction, Water Utility Capital Projects, Water Capital Project expenditure account (No. 06617647-66301) to complete the funding for the agreement in the amount of $830,000. The following table summarizes the funds budgeted and approved for project expenditure. Fiscal Accounting Unit Fund Accounting Unit, Amount Year - Account # Description Account Description Prior Authorized Funds 06617647-66301 Water Utility Capital 2017-18 (19-6496) Water Projects, Water Capital $100,000 Project City Council 21 —2 5/17/2022 Approve an Agreement with Tetra Tech, Inc. May 17, 2022 Page 3 Fiscal Accounting Unit Fund Accounting Unit, Amount Year - Account # Description Account Description 06617647-66301 Water Utility Capital 2018-19 Water Projects, Water Capital $225,000 (19-6496) Project Water Utility Capital 2019-20 06617647-66301 Water Projects, Water Capital $235,000 (19-6496) Project Appropriation Adjustment 06617647-66301 Water Utility Capital 2021-22 Water Projects, Water Capital $270,000 (19-6496) Project Total: $830,000 The following table summarizes the funds budgeted and available for expenditure on this agreement by fiscal year. Fiscal Accounting Unit Fund Accounting Unit, Amount Year - Account # Description Account Description Contract (3-Year Term) 2021-22 06617647-66301 Water Utility Capital (May- (19-6496) Water Projects, Water Capital $30,000 June) Project 2022-23 06617647-66301 Water Utility Capital (July- (19-6496) Water Projects, Water Capital $325,000 June) Project 2023-24 06617647-66301 Water Utility Capital (July- (19-6496) Water Projects, Water Capital $325,000 June) Project 2024-25 06617647-66301 Water Utility Capital (July -May) (19-6496) Water Projects, Water Capital $50,000 Project Optional Two -Year Extension 2024-25 06617647-66301 Water Utility Capital (May- (19-6496) Water Projects, Water Capital $40,000 June) Project 2025-26 06617647-66301 Water Utility Capital (July- (19-6496) Water Projects, Water Capital $40,000 June) Project City Council 21 — 3 5/17/2022 Approve an Agreement with Tetra Tech, Inc. May 17, 2022 Page 4 Fiscal Accounting Unit Fund Accounting Unit, Amount Year - Account # Description Account Description 2026-27 06617647-66301 Water Utility Capital Water Projects, Water Capital $20,000 (July -May) (19-6496) Project Total: $830,000 EXHIBIT(S) 1. Agreement with Tetra Tech 2. FY 2021-22 Capital Improvement Program Sheet Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager City Council 21 — 4 5/17/2022 AGREEMENT WITH TETRA TECH TO PROVIDE ENGINEERING DESIGN SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 17th day of May, 2022 by and between Tetra Tech ("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 10, 2021, the City issued Request for Proposal No. 21-127, by which it sought a qualified consultant to provide engineering design services for the preparation of plans, specification, and cost estimate (P.S.& E.) for a new SA-2 MWD connection, 3,500 feet of transmission main with the possibility of adding approximately 2,900 feet of distribution water main. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the scope of work that was included in RFP No. 21-127, which is attached as Exhibit A and is incorporated in full, and as further described in Consultant's Proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Consultant's Fee Proposal, which is attached as Exhibit C and incorporated in full. The total amount to be expended under this Agreement shall not exceed Eight Hundred Thirty Thousand Dollars and Zero Cents ($830,000) during the term of this Agreement, including any extension periods exercised under Section 3. 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. City Council 21 — 5 5/17/2022 3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to a two (2)-year renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. City Council 21 — 6 5/17/ 2 of 10 7. 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. Minimum Scope and Limit of Insurance Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non - owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions): insurance appropriate to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. 5. Broader Coverage: if the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). City Council 21 — 7 5/17/ 3 of 10 2. Primary Coverage: For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation that any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require theConsultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies (applicable only to professional liability): i. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. City Council 21 — 8 5/17/ 4 of 10 8. Verification of Coverage: Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. 10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, 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 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. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees City Council 21 —9 5/17/ 5 of 10 against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. 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 City Council 21 — 10 5/1 7/M 6 of 10 an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. 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. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. 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. City Council 21 — 11 5/1 7/M 7 of 10 18. 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. 19. 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. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This clause shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated 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. 21. 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 City Council 21 — 12 5/17/ 8 of 10 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-5635 To Consultant: Tom Epperson Vice President Tetra Tech 17885 Von Karman, Suite 500 Irvine, CA 92614-5227 Fax: 949-809-5010 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council CITY OF SANTA ANA Kristine Ridge City Manager [signatures continued on next page) City Council 21 — 13 5/17/ 9 of to APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Llvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency TETRA TECH: Zlorn �Ow�� Tom Epperson, PE Vice President Page 10 of 10 City Council 21 — 14 5/17/2022 EXHIBIT A City Council 21 — 15 5/17/2022 CITY OF SANTA ANA RFP NO.: 21-127 SA-2 PRESSURE CONTROL STATION RELOCATION AND TRANSMISSION MAIN IMPROVEMENTS Appendix ATTACHMENT 1: SCOPE OF WORK City Council 21 — 16 5/17/2022 CITY OF SANTA ANA RFP NO.: 21-127 SA-2 PRESSURE CONTROL STATION RELOCATION AND TRANSMISSION MAIN IMPROVEMENTS 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 340,000 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 30 million gallons (MG) with 45,000 services. It is comprised of approximately 478 miles of water main, 45 MG of storage at five (5) sites, seven (7) Metropolitan Water District (MWD) connections, 21 groundwater wells, seven (7) pump stations, four (4) pressure regulating stations and utilizes two (2) pressure zones. The existing MWD SA-2 meter vault houses a 12-inch connection from the Metropolitan Water District's Orange County Feeder line (36-inch water main). The MWD SA-2 meter vault is currently located underneath the sidewalk on the south side of West 1 st Street, roughly 60 feet east of Bristol Street. Once outside of the meter vault, the existing 12-inch pipeline, which is cast iron and constructed in 1943, carries high-pressure water (approximately 170 psi) to an existing Pressure Reducing Station (PRS) located near the southeast corner of the intersection of Flower Street and 1st Street. The water imported from MWD exits the PRS at a lower system pressure and is deposited into Walnut Reservoir and the distribution system. The existing connection normally operates around 8.0 cubic feet per second (cfs) and has a maximum capacity of 15.0 cfs. The City of Santa Ana is requesting proposals for the purpose of providing engineering design services for the preparation of plans, specification, and cost estimate (P.S.& E.) for a new SA-2 MWD connection, 3,500 feet of transmission main with the possibility of adding approximately 2,900 feet of distribution water main. The proposed pressure control station shall be located on a City owned parcel of land located at 116 South Flower Street or 202 South Flower Street. The new station shall contain both a pressure reducing valve and a hydro -turbine generator. Power generated by the hydro -turbine generator will need to be conveyed to the Walnut Pump Station Facility by a new proposed electrical conduit. Onsite battery storage will also be required with smart programming to switch from grid power to local power on demand. The high-pressure MWD conveyance pipeline will need to be replaced from the MWD SA-2 meter vault to the proposed location of the new SA-2 pressure control station. The City also desires to attain the highest Envision Rating possible with this project. A more detailed layout of the proposed location and work shown on the attached feasibility study in Attachment 4 of the Appendix. City Council 21 — 17 5/17/2022 Page 1 of 11 CITY OF SANTA ANA RFP NO.: 21-127 SA-2 PRESSURE CONTROL STATION RELOCATION AND TRANSMISSION MAIN IMPROVEMENTS Description of Work: The selected firm/s shall provide the City with the following services as described herein. Task 1. Project Administration and Multi -Agency Coordination Kick -Off Meeting Upon receipt of a written Notice to Proceed from the City, the Consultant shall conduct a kickoff meeting with the City Public Works Agency staff to review the Scope of Services, develop an overall Project Schedule and confirm the deliverables. The Project schedule should include each task, milestones, critical path designation and a schedule for progress meetings. Multi -Agency Coordination SA-2 is a City of Santa Ana facility and therefore, it is important to coordinate all work with involved agencies to obtain their input and include them in all critical decision making. In addition, the Consultant will be required to coordinate their activities with third party agencies including, but not limited to, utility companies, Metropolitan Water District, Regional Water Quality Control Board, Orange County Water District, the City of Santa Ana Water Resources Division and adjacent property owners. Southern California Edison (SCE) will also be a key player in this endeavor. For the purposes of this RFP, assume up to eight (8) meetings. The Consultant shall be responsible for organization of all meetings including preparation of agendas, meeting minutes and distribution of all documentation to all attending parties or as required. Coordination with MWD and SCE is vital for the success of this project. The selected consultant shall act as the City's agent and diligently pursue the City's goals in a timely fashion. Any unanticipated requests from MWD and SCE shall be evaluated for how they affect the City's project, schedule and budget. Task 2. As Built and Utility Research Consultant shall conduct As -Built and utility research within the Project area. Consultant shall be responsible for researching all applicable agencies and utility company records. Consultant shall be responsible for preparing a complete list of all underground and overhead utilities in the Project area. Consultant shall work with all underground and overhead utilities in obtaining these companies' near term (next 5 years) improvement information and schedule. Upon completion of all required research of underground and overhead lines, the consultant shall provide a comprehensive utility and linemap including any planned near term improvements. Consultant shall prepare a complete list of all As-Built/Record Drawings found, what agency they were found in and this information shall be referenced in the Basis of Design and final Plans and Specifications. A topographic and design survey shall be included under this task. A boundary survey for the City selected site shall also be included. City Council 21 — 18 5/17/2022 Page 2 of 11 CITY OF SANTA ANA RFP NO.: 21-127 SA-2 PRESSURE CONTROL STATION RELOCATION AND TRANSMISSION MAIN IMPROVEMENTS The Consultant shall be responsible for developing a potholing location plan and when approved by the City's Project Manager, will be responsible for managing the required potholing. The City anticipates use of the City's Contractor for subsurface exploration for the pothole requests. The Consultant shall be responsible for scheduling all potholing with the City's Contractor a minimum of two (2) weeks in advance of when any potholing will be conducted. The Consultant shall submit all traffic control plans related to potholing activities to City staff for review. The Consultant shall log all potholing information and is responsible for including this information in the Basis of Design and on the Final Design Plans. For the purposes of this RFP, the Consultant shall assume a maximum of twenty (20) potholes will be required. The Consultant will be required to obtain permits and pay all applicable fees for all potholing. Backfill and paving will be as required by the Permitting section of the Public Works Agency. The pavement section shall match the existing pavement thickness at a minimum. The Consultant shall research all available records at the City, to verify the existing right-of-way for the project area and confirm ownership of the right-of- way. The Consultant shall review the available information and will inform the City of any issues of concern regarding potential problems having to do with prior rights, license agreements, encumbrances, etc. Task 3. Geotechnical Recommendations The Consultant shall be responsible for conducting necessary geotechnical testing to determine the existing pavement and base thickness, sub -grade soil type and evaluation of the street structural section's condition. The Consultant shall perform field and laboratory testing as necessary to recommend pipe bedding requirements, vault house foundation requirements, excavation and shoring requirements, retaining walls as required and a new pavement structural section throughout the Project limits. The Consultant shall perform foundation design analysis, provide earthwork/structural recommendations, pipe bedding requirements, and pavement reconstruction details for the construction of the Project. The Consultant shall also perform a corrosion analysis to assist in pipeline material selection. This information will be included in the Basis of Design, on the Final Design Plans and in the Final Specifications. The Consultant shall be responsible for preparing traffic control plans for all geotechnical field work and will be responsible for notifying the Project Manager two (2) weeks in advance of any geotechnical field work being conducted. The Consultant shall submit all traffic control plans to City staff for review. The Consultant/Contractor will be required to obtain permits and pay all applicable fees for all geotechnical potholing. Backfill and paving will be as required by the Permitting section of the Public Works Agency. The pavement section shall match the existing pavement section at a minimum. City Council 21 — 19 5/17/2022 Page 3 of 11 CITY OF SANTA ANA RFP NO.: 21-127 SA-2 PRESSURE CONTROL STATION RELOCATION AND TRANSMISSION MAIN IMPROVEMENTS Task 4. Civil Operational Project Design Standard and Criteria The Consultant shall work with City staff to determine the applicable design standards and criteria in addition to those defined by the feasibility study. The Consultant shall consider other possible agency design criteria and/or standards as necessary. A maximum of eight (8) three (3) hour workshop sessions shall be conducted with the Project Manager, City Operations staff and the Consultant design team. The Consultant shall be responsible for organizing the meeting including obtaining background information for discussion, preparing the agenda, compiling meeting minutes and action items, as well as distributing the minutes as required. Elements to be discussed shall include, but not be limited to, operational parameters, ideal control conditions, and operator experience. Task 5. Basis of Design Upon completion of Tasks 2 through 4 above, the Consultant shall prepare a Basis of Design Report including elements and findings from all of the Tasks. The Basis of Design Report shall summarize all of the alternatives and outline the agreed upon alternative including reasons why the alternative was chosen. The Basis of Design includes 30% drawings of the chosen alternative including all proposed improvements. The Basis of Design Report shall be stamped and signed by a California Registered Civil Engineer. Prior to completion of the final Basis of Design Report, the Consultant shall prepare and submit for review a draft Basis of Design Report to City staff. The Basis of Design will include, but not be limited to, such issues as: 1. An overall evaluation of the existing SA-2 station based on current design standards. Identify new SA-2 station improvements needed to improve operations, reliability and safety. 2. Make recommendations for SA-2 improvements for the building or service vault as well as related piping. Propose possible building architectural features that can be incorporated into the local neighborhood surroundings and provide concept drawings of the new building. 3. Provide 3D renderings of the proposed building or service vault with key dimensions identified to City staff to assist in evaluations of the station's operation, maintainability and reparability. 3. The City desires to store energy from the hydro -turbine as well as any solar paneling and use it directly to power the Walnut Pump Station. Provide alternative strategies to achieve this goal and the feasibility of using the City Council 21 — 20 5/17/2022 Page 4 of 11 CITY OF SANTA ANA RFP NO.: 21-127 SA-2 PRESSURE CONTROL STATION RELOCATION AND TRANSMISSION MAIN IMPROVEMENTS electric generation in this manner. Provide locations for possible battery storage units as well as size and footprint for said units. 4. Prepare preliminary electrical and control system design plans for hydro - turbine generator and related appurtenances. The Consultant shall also evaluate the existing standard operating procedures for the existing pressure reducing station, make recommendations to modify how the station operates at a control system level and SCADA level, and provide preliminary control panel designs in accordance with the City's panel build guidelines and the description below. This shall also include an electrical operational plan and control scheme. CONTROL SYSTEM DESIGN The Consultant shall, be required to provide full control panel designs for the hydrogenerator, control valve operations and site operations. Control panel designs shall contain fully engineered diagrams that specify all equipment, backpanels, terminal blocks, special components and related items. Also included in the design shall be all control wiring diagrams, specific 1/0, panel elevations, item and quantity lists with specific part numbers. Control system design programmers allowed are as follows: Enterprise Automation 210 Goddard Irvine, CA 92618 Scott Pickford — Owner 949-769-6000 KDC Systems 4462 Corporate Center Drive Los Alamitos, CA 90720 Lukasz Niedojadlo — Project Manager 714-236-2209 Industrial Control Systems Online P.O. Box 381 Ripon, CA 95366 Steve Scrosati — CEO 209-599-9775 ADDITIONAL RELATED DUTIES THAT MAY BE ASSIGNED: A. The Consultant will be required to design and develop tagging standards. Tagging should include information both on physical devices, instruments, equipment, PI -Cs, control cabinets, as well as tagging within the historian and data warehouse. City Council 21 — 21 5/17/2022 Page 5 of 11 CITY OF SANTA ANA RFP NO.: 21-127 SA-2 PRESSURE CONTROL STATION RELOCATION AND TRANSMISSION MAIN IMPROVEMENTS B. The Consultant will be required to create dashboard concept designs and standards. This will include elements that should be provided on an HMI dashboard. The intent is to provide information to benefit operations and provide operator controls as dictated by the City. C. The Consultant will be required to create, establish and/or maintain PLC programming standards as it relates to operation of the station. Under this duty, the Consultant shall develop application programming templates, subroutines, function blocks and data structures to minimize the level of custom programming required to operable assets to any sites such as pump stations. Standardized templates and modules shall serve as starting points for future programming efforts. D. The Consultant shall provide an estimate and list for all hardware necessary and proceed, upon City approval, to purchase said hardware, install as necessary and reprogram. E. The Consultant shall modify the functional specifications for the site and include the following: a. Narrative overview of the function and operation of the Site; b. Identification of all components of the Site (i.e., equipment, instrumentation, etc.); c. Narrative description of the functionality of each component of the Site (e.g., tanks, valves, meters, sensors/transmitters, etc.); d. Description of the process control strategy for the Site; e. Narrative description of all operational modes for the Site; f. Narrative description of each process control strategy; g. Identification of the specific 1/0, setpoints, commands and communications associated with each strategy; h. Detailed description of the control logic for each component/strategy, including permissives, interlocks, PID controls, etc.; i. Description of the SCADA interfaces; j. Narrative and detailed description of the system alarms and other notification functionality. F. The Consultant shall develop comprehensive Factory Acceptance Test (FAT) and Site Acceptance Test (SAT) protocols and criteria for the new control panels and related components. 5. Make recommendations for communications between SA-2 and Walnut Pump Station. Propose alternatives for communications in addition to radio communications. Identify all requirements for the options including maintenance and operation related constraints. The City uses an MDS iNET-11 radio network for SCADA communications. In the near future, the City may alter the telecommunications scheme. In the event that another radio telemetry network is established, the Consultant shall assist with that work as it pertains to this project. The City may request design assistance for a new radio network and technology options, if deemed in the best interests of the City. Fiber interconnects remain an option. City Council 21 — 22 5/17/2022 Page 6 of 11 CITY OF SANTA ANA RFP NO.: 21-127 SA-2 PRESSURE CONTROL STATION RELOCATION AND TRANSMISSION MAIN IMPROVEMENTS 6. Identify all hydraulic conditions to use in conjunction with the City Hydraulic Model to ensure satisfactory operations under normal operating conditions if required. In the event that the pipe discharge line to Walnut Reservoir is used to increase system headloss, material fatigue shall be considered a factor when selecting the pipe line material. 7. It is anticipated that MWD will require a transient analysis of the new pressure control station. The Consultant shall work with MWD to define the analysis criteria, assist the City is coordination with MWD and provide a report that meets MWD's satisfaction. 8. Prepare preliminary horizontal alignment of water transmission and distribution main upgrades including all utility relocations. Prepare preliminary transmission main pipe bypass drawings showing a bypass into Walnut Reservoir. 9. Prepare site improvements, preliminary horizontal alignment and profile of the lot that will be altered due to the construction and by adding a new security wall at the property. 10. Preparation of a preliminary estimate of probable cost. 11. Preparation of preliminary staging for construction including a traffic management plan and traffic control plans. 12. Outline the preparation and submittal process of all required permits associated with getting the project approved and ready for construction. This includes estimated time frames for processing said permits. 13. Prepare a Water Quality Management Plan (WQMP) 13. Prepare required documents and assist in Environmental approvals. In the event that an Environmental Impact Report (EIR) is deemed necessary, the Consultant shall prepare all necessary documentation as required by CEQA. The Consultant shall include an initial study and mitigated negative declaration in their proposal fee. A fee for an EIR shall be an optional item in the event that an EIR is required. Upon receiving comments from the Project Manager, the Consultant shall incorporate all appropriate and agreed upon comments and submit the final Basis of Design Report. The final submittal of the Basis of Design Report shall include five (5) hard copies and one bound accordingly and one (1) electronic copy and shall be delivered to the Project Manager. Task 6. 60% Construction Document (PS&E) Submittal City Council 21 — 23 5/17/2022 Page 7 of 11 CITY OF SANTA ANA RFP NO.: 21-127 SA-2 PRESSURE CONTROL STATION RELOCATION AND TRANSMISSION MAIN IMPROVEMENTS The Consultant shall prepare 60% design plans, specifications and estimate of probable costs (PS&E's) in accordance with the approved criteria as outlined in the Final Basis of Design as prepared in Task 5 above. The 60% PS&E's shall be prepared using current City Standards, other agency standards where applicable, and good engineering practice. The 60% PS&E's shall be submitted to the City for review. Other agencies' review may be required if noted in the Final Basis of Design Report. One (1) hard copies of full size (36x24) plan sets, and one (1) electronic pdf copy of the 50% PS&E's to the Project Manager. All electronic CAD files must be in the MicroStation v8i format or compatible. The 60% PS&E submittal should include plans of all disciplines for the proposed storm drain improvements and for the pump station capacity improvements including all civil, mechanical, electrical, geotechnical, structural, and any other design required, overall outline of the specifications with some detail included and an engineer's estimate of probable costs with preliminary quantities and unit costs. The 60% PS&E submittal shall also include 60% drawings and specifications related to system integration for the City SCADA network. Task 7. 90% Construction Document (PS&E) Submittal Utilizing comments received from the various reviewers, the Consultant shall prepare the 100% PS&E's in accordance with the approved Basis of Design Report as prepared in Task 5. The Consultant shall be required to compile in a matrix format all 60% comments received and responses made by the Consultant for review by the Project Manager. A column in the matrix will outline any action taken by the Consultant in resolving the comment. This spreadsheet will be submitted to all reviewers as part of the 90% PS&E submittal. If needed, the Consultant shall schedule review meetings with key reviewers to clarify any comments and resolve any conflicting comments. All comments from the 60% review must be addressed and incorporated into the 100% PS&E's as stated in the response matrix. The 90% PS&E submittal shall include a complete set of improvement plans including all disciplines and all detail sheets. The 90% Specifications/Bid Documents shall be a complete package with all bid items included. The 90% engineer's estimate of probable costs shall be complete including updated quantities, unit prices, and carried totals for each bid item and a grand total for the Project. One (1) hard copy of full size (36x24) plan sets, one (1) electronic pdf copy of the 90% PS&E's shall be delivered to the Project Manager. Task 8. Final Construction Document (PS&E) Submittal After receiving any comments on the 100% submittal from the various reviewers, the Consultant shall prepare Final PS&E's ready for bidding. The Consultant shall be required to compile in a matrix format all 100% comments received and responses by the Consultant for review by the Project Manager. A City Council 21 — 24 5/17/2022 Page 8 of 11 CITY OF SANTA ANA RFP NO.: 21-127 SA-2 PRESSURE CONTROL STATION RELOCATION AND TRANSMISSION MAIN IMPROVEMENTS column in the matrix will outline any action taken by the Consultant in resolving the comment. This spreadsheet will be submitted to all reviewers prior to and as part of the Final PS&E submittal. If needed, the Consultant shall schedule review meetings with key reviewers to clarify any comments and resolve any conflicting comments. All comments from the 100% review will be addressed and where required will be incorporated into the Final PS&E's. The Final PS&E submittal shall include a complete set of improvement plans including all disciplines, all detail sheets and shall be signed by a registered engineer in the State of California for each discipline. The Final Specifications/Bid Documents submittal shall be a complete package with all sections of the standard City bid documents included and will have listed all bid items in the standard form. The Final Engineer's estimate of Probable Costs shall be complete including final quantities, unit prices, carried totals for each bid item, a grand total for the Project. One (1) hard copies of full size (36x24) plan sets, Two (2) hard copies of half size (11 x17) plan sets, one (1) electronic copy of the final PS&E's shall be delivered to the Project Manager. The Consultant shall be responsible for addressing any final comments to the plans, specifications and engineer's estimate of probable costs based on input from the Project Manager prior to going to bid. Task 9. Bidding & Construction Phase Services Throughout the bidding and construction process, the Consultant shall be required to assist the Project Manager in the following items: a. Assist in responding to questions raised during the bidding process including preparation of any addenda. b. Attend the pre -construction meeting and construction kick-off meeting. c. Respond in writing to any contractor's questions (RFI's) during construction. Assume a total of twenty-five (25) RFI's for purposes of this proposal. Assume that ten (10) will require design sketches or exhibits. d. Attend site visits to clarify design issues in the field as required by City staff. Assume a total of twenty (20) hours for site visits and construction meetings. e. Collect and compile all equipment and product information provided by the Contractor and incorporate into an Operations and Maintenance manual. The manual will include the specifications, maintenance recommendations and warranty information. City Council 21 — 25 5/17/2022 Page 9 of 11 CITY OF SANTA ANA RFP NO.: 21-127 SA-2 PRESSURE CONTROL STATION RELOCATION AND TRANSMISSION MAIN IMPROVEMENTS g. Evaluate and respond to the Contractor's requests for change orders. Assume a maximum of ten (10) requests that will need attention. h. Factory and Site Acceptance Testing of all control equipment. The Consultant shall act as the City's agent during all acceptance testing. The Consultant shall document and identify all functional and performance discrepancies and coordinate corrective actions to resolve identified discrepancies prior to City acceptance. Review shop drawings, samples, equipment specifications and other submittals. Assume sixty (60) submittal reviews for purposes of this proposal. The Consultant will review RFI's and shop drawings during construction when forwarded by the City's Construction Project Manager. Consultant may be required to visit the construction site to resolve construction issues. Task 10. As -Built Preparation Upon receipt and acceptance of the field As -Built construction drawings from the Project Manager, the Consultant shall prepare final As -Built drawings incorporating any changes that occurred during the construction. Field changes shall include all civil, electrical, controls and mechanical disciplines. The Consultant shall submit one (1) full size (36x24) hard copy of the As -Built drawings to the Project Manager along with one (1) electronic copy in MicroStation format. The final As -Built drawings and RFI log shall be stamped and signed by a Registered Civil Engineer in the State of California. Task 11. Commissioning Bid Item Assist the City with start-up of the facility upon commissioning of the well into operation. Assume a total of eighty (80) hours for the purposes of this proposal. The Consultant will be tasked with reviewing, enhancing and providing approval recommendations for test protocols and other control system submittals associated with the planned Site improvements to ensure that the panel manufacturer and the City's integrators deliverables and tasks are being executed in compliance with the accepted specifications. Task 12. Operations and Maintenance Manual After construction has been completed and the site has been commissioned, the Consultant shall finalize an operational site manual that fully defines how the site functions. Care shall be taken to address the blending strategies and parameters for SA-2 to remain in operation. In addition, all Operator duties shall be defined and procedures for field checking common errors shall be City Council 21 — 26 5/17/2022 Page 10 of 11 CITY OF SANTA ANA RFP NO.: 21-127 SA-2 PRESSURE CONTROL STATION RELOCATION AND TRANSMISSION MAIN IMPROVEMENTS established. The intent of this site manual is to define standard operating procedures for field operations. Additional Work The Consultant is encouraged in its proposal to identify any additional work that is not specified in this Scope of Work that would be, in its opinion necessary or of benefit to complete the Project as defined herein. If identified, this Additional Work must be included and separated out in the Consultant's Proposal and Fee Schedule. Consultant Responsibilities: The consultant shall be available to provide all the services stated and detailed hereon. City Responsibilities: The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. • Location Map • Existing SA-2 As -Built Plans • Water Main Records Drawings for existing piping for SA-2 • Existing Panel Drawings and Control System Standards. • Functional Specifications will be disclosed to the selected consultant. • SA-2 Edison Demand • Feasibility Study (SA-2) Fee Proposal: In addition to Section IV.B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows: City Council 21 — 27 5/17/2022 Page 11 of 11 EXHIBIT B City Council 21 — 28 5/17/2022 y Council 21 — 29 5/17/2022 OTETRA TECH January 13, 2022 Armando Fernandez, PE, Senior Civil Engineer City of Santa Ana, Public Works Agency 215 South Center Street Santa Ana, CA 92703 Reference: Proposal to Provide Engineering Design Services for SA-2 Pressure Control Station Relocation and Transmission Main Improvements — RFP No. 21-127 Dear Mr. Fernandez, Tetra Tech enthusiastically submits our proposal for the above -mentioned project. The relationship we have built with the City of Santa Ana (City) is highly regarded and we are committed to providing the City with the same consistent, diligent, high -quality service that you expect and deserve. Our project team brings the following distinct advantages: Extensive City Experience and Unmatched Knowledge of Project: Members of our project team have completed more than 40 water/wastewater projects for the City since 1999. Our project team knows the City's design requirements and standards, preferred materials, and operational preferences which will allow us to complete designs in the most cost-effective manner. In addition, Tetra Tech has unmatched knowledge of the project since we prepared the SA-2 Feasibility Study. Extensive Pipeline Design Experience within Arterial Streets: Tetra Tech has previously designed pipelines within the following City arterial streets: Bristol St., French St., Spurgeon St., Edinger Ave., Ritchey St., and MacArthur Blvd. Tetra Tech has also designed pipeline replacement projects on Katella Ave. (adjacent to Disneyland) and on Newport Blvd. Extensive PRS Design Experience: Tetra Tech previously designed the SA-7 Relocation and SA-5 Vault Modifications for the City. In addition, Tetra Tech is currently designing the SA-1 Hydro - generator replacement for the City. Therefore, we have an excellent understanding of the City's mechanical, electrical and control designs and operation requirements for the PRS facilities. In-house Environmental, Envision, Survey, WQMP, Traffic Control, Mechanical, Structural, Architectural, Electrical and Control Capabilities: We have our own in-house capabilities for all of the services required for this project except for Geotechnical and Transient Analysis services. Envision Experience: Tetra Tech previously has obtained or is in the process of pursuing Envision Award rating of Gold on six (6) separate projects in Southern California. Dedication to City: We believe our past 20 year relationship with the City shows our commitment to providing the City with high -quality service. We have been awarded repeat work with the City due to our quality and responsiveness as well as the trust formed with the City Water Resources staff. Per Request for Proposal requirements, our proposal shall remain valid for 120 days after the date of submission. Thank you for giving us the opportunity to submit our proposal. Should you require additional information or have any questions, please feel contact me at 949/809-5156 or via email at tom.epperson@tetratech.com. Si erely, Tom E kprson, PE Vice President TLE/de M:\Marketi _ City COUnCII 1789 ion`K"arman Avenue, Suite 500, 1rvine /M?614-5227 Tel 949.809.5000 Fax 949.809.5010 tetratech.com SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 FIRM AND TEAM EXPERIENCE Tetra Tech, Inc. is a Delaware Corporation and will provide single -entity responsibility for the work to be performed under the anticipated consultant services contract. Tetra Tech brings to this project an outstanding track record of executing multi -task projects. Staff has been dedicated to this project that have relevant experience specifically with the City of Santa Ana (City) and were selected for their technical backgrounds, experience, and proven ability to meet and exceed expectations and performance goals of our clients. Company Histo-, Founded in 1966, Tetra Tech is a nationally recognized engineering and resource management firm of more than 21,000 engineers, scientists, construction specialists, and technical support personnel in 450 offices worldwide. Listed on the NASDAQ Exchange (TTEK), Tetra Tech's annual revenues now exceed $3 billion (2021). Thus, we are in an excellent financial position and can provide the necessary resources to rapidly deploy and meet aggressive project schedules. Tetra Tech consistently ranks among the top engineering firms annually according to the Engineering News -Record. In 2021, Tetra Tech was ranked 4th among the top 500 design firms nationwide and was ranked #1 in the water service industry for the 18th year in a row! ,,Iient-Focused Servi., Our goal is to provide the necessary expertise and resources to deliver the project on time, within budget, and in compliance with the design and construction standards set by the City and approval agencies. Leveraging our national presence, multi -disciplinary team, and client focused service, we apply lessons learned from our vast experience to each and every challenge. Clients benefit from this approach; they receive consistently high -quality service, innovative designs, and functional solutions that are responsive to their needs and often exceed their expectations. We understand that our success is measured by our ability to listen to and collaborate with our clients. A cornerstone of our success is our client -focused service, staff qualifications, firm commitment, and desire to successfully complete each assignment to the satisfaction of all clients. It is our goal to exceed our clients' expectations through hard work and attention to detail to achieve professional excellence. This project will be managed and directed from our Irvine office located only 15 minutes from the City of Santa Ana's office. Primary Office of Work and Contact Person: 17885 Von Karman Avenue, Suite 500 Irvine, CA 92614-5227 Tom Epperson, PE, Project Manager Telephone: 949/809-5156 E-Mail: tom.epperson@tetratech.com City Council 21 — 31 5/17/2022 TETRA TECH Page 11 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 PROJECT TEAM Tetra Tech has assembled a project team that possesses the knowledge, experience, and enthusiasm necessary to successfully complete this project within schedule and under budget, and not only meet, but exceed your expectations. Below is a brief summary of our Project Manager, key design staff and subconsultants. The following pages include our organizational chart of our Project Team and summary table of staff qualifications and experience. Project ManagE Tom Epperson, PE, will serve the City as Tetra Tech's Project Manager for this project. Mr. Epperson has more than 41 years of experience in the water field and has been responsible for the design of over 200 miles of water, recycled water and sewer mains. Tom will be the focal point for communications between the City and members of the project team to ensure that the project needs are clearly spelled out and understood. Mr. Epperson will be responsible for achieving the City's stated goals and ensuring compliance with project intent, completeness of the final deliverables, and satisfaction of the City. Tom has been working with the City since 1983. While his knowledge of the City facilities and working relationship with the City staff started in 1983, Mr. Epperson has been currently supporting the City on the On -Call Engineering Design Services since 2006 and has been involved in over 40 past projects through this contract. Tom has a long personal history of working with the City and is very proud of the repeat service. He believes strongly that repeat work is earned through responsiveness, hard work, and providing a quality product at a reasonable cost. Kpv npsian Staff Tetra Tech has assigned a supporting staff that have previously worked on several of the latest projects for the City (i.e., Well 32 Rehabilitation; SA-7 Relocation; Ritchey Water Main Relocation; Water Main Improvements; SA-2 Feasibility Study; and SA-1 Hydro -Generator Replacement). The following are the key staff leaders: Assistant Project Manager, Neha Gajjar, PE; Pressure Reducing Station Facility, Matt Vera, PE; Pipeline, Erin Cabanero, PE; Structural, Eric Yuen, PE, SE; MWD Coordination and Construction Support, Cory Heggtveit, EIT; and Water Quality Management Plan, Nate Schreiner, PE, QSD. Summaries of their education, years of experience, registration, and relevant projects are stated in the staff qualifications and experience table. Mazen Kassar, PE, will be the Project Manager for Electrical and Controls. Mazen is very familiar with the City's electrical and control design requirements due to his previous design of Well 32 Rehabilitation, SA-7 Relocation and is current work on the SA-1 Hydro -Generator Replacement. In addition, he will be supported by Enterprise Automation, a recent acquired Tetra Tech Company, that is one of the City's Control System Design Programmers. Jason Fussel, PE, a Envision Sustainability Professional, will serve the City as Tetra Tech's Project Manager for the Envision Certification this project. Jason has successfully been awarded or pursuing Gold Certification on six projects in Southern California. Subconcliltant, In order to provide all of the services required for this project, we have added the following subconsultants to our team: Leighton Consulting, Inc. for Geotechnical Services; and Scott Foster Engineering, Inc. for Transient Analysis. Tetra Tech has worked with both of these subconsultants on various other projects for several years. It should be noted that Scott Foster, PE, of Scott Foster Engineering has performed surge analysis on over 15 different MWD pipelines so he understands the analysis and results that MWD desires. City Council 21 —32 5/17/2022 TETRA TECH Page 12 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Tetra Tech has assembled a project team that possesses the knowledge, experience and enthusiasm necessary to successfully complete your project. Our project team is devoted to completing your project within schedule and under budget, while not only meeting, but exceeding your goals. Matt Vera, PE PRS Facility Jaden Miller, EIT Design Engineer Tom Epperson, PE Neha Gajjar, PE Cory Heggtveit, EST MWD Coordination & Construction Support .................................... I ....... I........ Mazen Kassar, PE, Electrical/Controls Engineer Mark Bush, PE Nate Schreiner, PE, QSD Water Quality Management ...... ........ ............... I....................... Jason Fussel, PE, ENV SP Envision Certification Erin Cabanero, PE Pipeline Eric Yuen, PE, SE Paula Fell Structural Engineer CEQA Erica Jenkins ..................... Design Engineer Peter Kim, PE, PTE Traffic Control SUBCONSULTANTS Leighton Consulting, Inc. Scott Foster Engineering, Inc. Geotechnical Transient Analysis City Council 21 — 33 5/17/2022 TETRA TECH Page 13 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Tom Project Manager B.S. 200 miles • Mesa Wells Pipeline Epperson Irvine Office Environmental 41 RCE No. 36399 o 10 /0 20 PRS • Mid -Basin Injection Wells/Pipe PM Engineering • Anaheim Katella and PRS • All City of Santa Ana Projects • Anaheim PRS Neha Gajjar Assistant PM B.S. Civil 29 RCE No. 55574 o 20 /0 55 miles SA-7 and Ritchey WM Relocation Assist. Irvine Office Engineering 6 PRS SA Water Main Improvements PM • SA-1 Hydro -Generator Replacement PRS Crown Valley ID 1 Master Meter Matt Vera Lead Engineer B.S. Civil 8 RCE No. 86663 33% 10 miles Well 32 Rehabilitation PE Irvine Office Engineering 4 PRS SA-7 Relocation • SA-1 Hydro -Generator Replacement Pipeline Crown Valley Pipeline Replacement Erin Lead Engineer B.S. Civil 11 RCE No. 89704 o 33 /0 55 miles Mesa Wells Pipeline PE Cabanero Irvine Office Engineering 5 PRS Mid -Basin Injection Pipelines • Newport Beach WM Replacements MWD Coord & SA-7 Relocation Cory Construction B.S. Civil 20 EIT No. 121854 o 5/0 15 miles SA-5 Vault Modifications DE Heggtveit Support Engineering 8 PRS San Lorenzo Construction Support • SA-1 Hydro -Generator Replacement Electrical/ All City of Santa Ana Projects Mazen Controls B.S. Electrical 29 EE No. 15809 10% 10 PRS MNWD ID Master Meter EE Kassar Manager Irvine Engineering Mid -Basin Injection Wells Office Anaheim PRS Structural Mgr B.S. Civil RCE No. 75983 All City of Santa Ana Projects Eric Yuen San Dimas, Engineering 14 SE No. 6177 5% 8 PRS • MNWD ID Master Meter SE Office . Mid -Basin Injection Wells Nate WQMP B.S. • Well 32 Rehabilitation Schreiner Lead Engineer Environmental 14 RCE No. 74974 5% -- • Mid -Basin Injection Wells PE Irvine Office Engineering • SA-7 Relocation Legen P �Prmct� Manager; — rojec Engineer; — esign inee�r — Electrical Engineer; — Structural Engineer 5/17/2022 TETRA TECH Page 4 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 UNDERSTANDING SCOPE OF SERVICES Background The existing Metropolitan Water District (MWD) SA-2 meter vault houses a 12-inch connection from the Metropolitan Water District's Orange County Feeder line (36-inch water main) located within Bristol Street. The MWD SA-2 meter vault is currently located underneath the sidewalk on the south side of West 1 st Street, roughly 60 feet east of Bristol Street. Once outside of the meter vault, the existing 12-inch pipeline, which is cast iron and constructed in 1943, carries the high-pressure water (approximately 170 psi) to an existing Pressure Reducing Station (PRS) located near the southeast corner of the intersection of Flower Street and 1 st Street. The water imported from MWD exists the PRS at a lower system pressure and is deposited into Walnut Reservoir and the distribution system. The existing connection normally operates around 8.0 cubic feet per second (cfs) and has a maximum capacity of 15.0 cfs. The City had a feasibility study prepared by Tetra Tech to evaluate potential sites for the relocation of the SA-2 Facility. The City selected the following possible locations for the SA-2 Facility: a City owned parcels of land located at 116 South Flower Street or 202 South Flower Street. The new station shall contain both a pressure reducing valve and a hydro -turbine generator. Power generated by the hydro - turbine generator will be conveyed to the Walnut Pump Station Facility by a new proposed electrical conduit. Onsite battery storage will also be required with smart programming to switch from grid power to local power on demand. The high-pressure MWD conveyance pipeline will need to be replaced from the MWD SA-2 meter vault to the proposed location of the new SA-2 pressure control station, about 3,500 feet of new transmission main. The City is evaluating options for connecting to Walnut Reservoir and the City's distribution system as a result the City is requesting the possibility of adding approximately 2,900 feet of distribution water main to the project. The City would like all design work to be completed with the intent to enter the Envision Award process. A nr%r/1nf•% We are offering an outstanding team, which combines the experience, depth, and understanding needed for the successful delivery of this project. Our core principles establish how we plan to work together with the City to successfully complete this project: Service: Tetra Tech puts its clients first. We listen to and better understand our clients' needs and deliver smart, cost-effective solutions that meet those needs. Our philosophy is to "Do it Right." Value: Tetra Tech takes on our clients' problems as if they were our own. We develop and implement real -world solutions that are cost-effective, efficient, and practical. Excellence: Tetra Tech brings superior technical capability, disciplined project management, and excellence in safety and quality to all of our work. Opportunity: Our people are our number one asset. Our workforce is diverse and includes leading experts in our fields. Our entrepreneurial nature and commitment to success provides challenges and opportunities. We value the relationship that has been established with the City, and look forward to continuing and further developing this association in the future. We are committed to providing the City with the same high -quality service you expect and deserve. Our strength lies in our proven track record that has led to successful completion of multiple projects for the City, as well as other project participants or nearby agencies. City Council 21 — 35 5/17/2022 TETRA TECH Page 15 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 KEY DESIGN ISSUES Successful implementation of the project will involve resolution of several key design issues. We believe Tetra Tech has an excellent grasp of these issues based on our overall design experience as well as the knowledge we have gained from our previous projects with the City and other nearby agencies. %.,,Ly Design Experiem t. Members of our Project Team have completed more than 40 water/wastewater projects for the City since 1999. Our Project Team knows the City's design requirements, standards, preferred materials, and operational preferences which will allow us to complete the design in the most cost-effective manner. A list of the relevant pipeline and pressure reducing stations that Tetra Tech has completed for the City in the last five (5) years are included in the Relevant Experience Section of our proposal. In addition, Tetra Tech has a unique understanding of this project since we prepared the SA-2 Feasibility Study for the City. riHenne uesiyii Tetra Tech's previous experience will assist the City to successfully address the key pipeline issues including: agency requirements; utilities; traffic control; alignment selection; minimize impacts to the surrounding commercial and residential properties; and construction phasing. The proposed pipeline is located within an arterial street, West 1 st Street. The following are examples of Tetra Tech's previous pipeline design within busy arterial streets: Bristol Street (City's Well 32 Rehabilitation Pipeline; SA-5 Vault Upgrades; and San Lorenzo Force Main and Gravity Sewers); French Street and Spurgeon Street (City's Water Main Improvements); Edinger Avenue (OCWD's Mid -Basin Injection Wells); MacArthur Blvd (Mesa Water's Well Pipeline); Crown Valley Parkway (MNWD's Crown Valley Pipeline Replacements); Katella Avenue, Disneyland/Conference Center (Anaheim's Katella WM Project); and Newport and Balboa Blvds. (Newport Beach's Water Main Replacement). Traffic control and the impacts to the surrounding commercial/school/residents access will be a major concern of the City. The traffic control requirements shall be determined with the objective of providing the contractor with adequate room for safety as well as efficient operation while providing the least possible disruption to the traveling public. We believe traffic control is a key design element and will be completed hand -in -hand with the design of the pipeline. PRR anrd Hurdrn.rPnprafnr npcinn Tetra Tech's previous experience with the City's PRS facilities (SA-7 Relocation, SA-5 Vault Upgrade) as well as the SA-1 Hydro -generator replacement will allow us to quickly resolve any design issues and deliver a complete design in the most cost-effective and timely manner. Tetra Tech understands the City's operational, reliability and safety needs for the PRS and Hydro -generator Facilities due to our previous work for the City on similar facilities. City Council 21 — 36 5/17/2022 TETRA TECH Page 16 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Vault Design Option The City is considering placing the relocated SA-2 PRS Facility within a building or within a below ground service vault. Tetra Tech has dealt with this issue on following relevant projects: For MNWD's ID 1 Master Meter Relocation, Tetra Tech evaluated several potential locations and at each location looked at within a building, within a wall enclosure and within a below grade vault; For OCWD's Mid -Basin Injection Wells, Tetra Tech designed the four well injection facilities within large below grade vault structures. For IRWD's Well 78 Replacement, Tetra Tech designed the new well within a below grade vault structure with multi -story apartment structures only 50 feet away from the vault (Warner Avenue and Culver Drive); For IRWD's Well ET-2 Replacement, Tetra Tech designed the new well within a below grade vault structure adjacent to a large commercial center (Irvine Center Drive and Culver Drive); and For the City's San Lorenzo Lift Station, Tetra Tech designed the new wet well and lift station facility (and corresponding shoring specifications) adjacent to an existing hotel complex and residential development. Tetra Tech can provide the City with the 3D renderings of the Mid -Basin Injection Well Facilities if the City so desires. Tetra Tech has an excellent understanding of the shoring requirements, noise concerns, and construction restrictions when constructing adjacent to a residential house and across the street from an existing school. Electrical/Control, Tetra Tech has an excellent understanding of the City's electrical and control designs as a result of our previous projects: Well 32 Rehabilitation; SA-7 Relocation; SA-5 Vault Upgrade; and SA-1 Hydro - Generator Replacement. In addition, Enterprise Automation, one of the City's Control System Design Programmers, is now a Tetra Tech company. They will be available to provide valuable assistance and input throughout the design process. Permitting SA-2 is a City facility and will need to have the design work coordinated with all involved agencies, including the City's Building and Public Works. Tetra Tech has an excellent understanding of the City's permitting requirements due to the following projects: SA-7 Relocation and Well 32 Rehabilitation Projects (City's Building and Parks); Mesa's Well Pipelines and Well 32 Rehab Pipeline (City's Public Works); and OCWD's Mid -Basin Project (City's Building, Parks, Fire and Public Works). Coordination with MWD and SCE is vital for the success of this project. Tetra Tech has been coordinating with MWD for the SA-5 Vault Relocation Project. In addition, Tetra Tech has added Scott Foster Engineering, Inc. to our team to assist with satisfying MWD's potential request for a transient analysis of the new pressure control system. Scott Foster has performed surge analysis on over 15 different MWD pipelines so understands what MWD is looking for. Tetra Tech has been in coordination with SCE for the SA-1 Hydro -generator. This previous dealings with SCE will allow Tetra Tech to accelerate the design and obtaining approval for the SA-2 hydro - generator. Tetra Tech has an excellent working relationship with SCE as can be seen by the latest coordination effort with SCE at the John Garthe Pump Station Facility. City Council 21 — 37 5/17/2022 TETRA TECH Page 17 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Construction Phasing Construction phasing will be a key element of the project design and specifications. We will work with the City to minimize the impacts of the construction to the adjoining commercial and residential properties, including the school. We are sensitive to their concerns regarding construction impacts and concerns of the local residences, school and businesses along the proposed alignment. We will consider the following: identify the schools, churches and emergency facilities; develop plans to minimize impacts; maintain access to all commercial, businesses, and residences; evaluate construction noise impacts; and limit the length of the Work Zone. Our previous experience has shown the importance of limiting the length of the total work zone the contractor will be allowed. By requiring the contractor to phase his construction, pressure test, pace final pavement and perform clean-up within reasonable working limits prior to starting new excavation work, the construction impacts to the community/public are minimized. CE0 n Tetra Tech understands the City's process for CEQA approval as we have previously completed the CEQA documentation for Well 32 and Washington Well Rehabilitation Projects. Our CEQA Manager, Paula Fell, has an excellent working relationship with the City's staff due to these projects. The City desires to attain the highest Envision Rating possible for this project. All design work shall be completed with the intent to enter the Envision Award process. Tetra Tech's Project Team has extensive experience in the Envision Certification process. Within the Relevant Experience Section of our proposal, we have listed six (6) projects where Tetra Tech has obtained or pursued a Envision Award of Gold Rating. Due to this experience, Tetra Tech will be able to recommend the most appropriate verification pathway, design and be able to manage the Envision Verification Process on behalf of the City. Rey uesign uecisivi Based on our understanding of this project due to preparing the feasibility study, Tetra Tech envisions the following key design decisions that will need to be made by the City: Confirm PRS and hydro -generator mechanical plan layout. Location of PRS facility: either 116 or 202 South Flower Street. Tetra Tech recommends that the site not selected be allowed by the City to be used by the contractor as his staging area during construction. PRS facility to be constructed: within a wall enclosure; within a building; or within a below grade vault structure. Tetra Tech will prepare preliminary layouts at each site for these three options. Based on noise impacts, Tetra Tech has assumed a below grade vault structure will be selected by the City. Pipeline alignment selection within West 1st Street, including traffic control. Pipe material selection and recommended thrust restraint. Architectural features of the site, including 3D renderings of the site. Alternative strategies to store energy from the hydro -generator as well as any solar paneling or other alternative energy generation devices. Evaluate locations for possible battery storage unites (size and footprint). Electrical and control system operating procedures for the PRS and the hydro -generator facility. I Recommendations for communication between SA-2 and Walnut Pump Station. City Council 21 — 38 5/17/2022 TETRA TECH Page 18 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 PROJECT MANAGEMENT Over the years, Tetra Tech has established well defined, rigorous procedures for project management. These techniques have been developed and refined and have contributed to our success and reputation. The keys to our project management system are communications, project planning, monitoring, and quality assurance. The Tetra Tech team's goal is to keep the City staff "in the loop" from Day One of the project. Communication tools include the formal progress reports afforded through our project management system and an informal give-and-take approach starting with Tom Epperson, PE, our Project Manager, and extending to every member of the Tetra Tech team. At the project's outset, the chain of command and appropriate communication methods will be agreed upon and can be as formal or as informal as the City desires. We will use the entire communication spectrum. We will conduct formal meetings with agenda and typewritten notes, and we will use informal meetings with notes to file. We also will have documentation of telephone communications, with notes to file or letters of understanding as appropriate follow-up. Another important communication link will be our e-mail system. We are proposing to use e-mail to keep the City aware of the status of the project. Every two weeks, Tetra Tech will prepare a brief (one or two paragraphs or bullet items) e-mail summarizing the following: activities completed in the previous week; the activities planned for the upcoming week; any critical decisions that need to be made; and schedule of upcoming events/meetings. In addition, each month we will prepare a project status memorandum containing the following: summary of project schedule; description of key issues/concerns which have surfaced along with proposed options and solutions; and a project status summary report showing current schedule and budget. Communications The key to any successful project is good communications. As our project partner, we propose to involve City staff in open, honest communications from the very start of the project. Our communications will include the following: Bi-weekly E-mail Report outlining progress and actions for following week Monthly Report outlining progress, budget, and potential changes Monthly Schedule updates Regular Meetings with City staff Project Documentation available upon request All information can be provided electronically via e-mail or through a website portal. At each meeting our team will have our project manager and key design staff present to facilitate the discussion. Quality Control Our team clearly understands the importance of this project and the importance of ensuring the City receives a quality product. We have assigned a QA/QC Manager, Mark Bush, PE, who has more than 26 years of experience. Mark's team also includes experienced experts in all areas of design and construction. Mark will ensure that all the project goals are met! A detailed Quality Control/Quality Assurance Plan will be prepared. This plan establishes lines of communications and procedures for ensuring quality during all phases of the project's design and construction. In keeping with our open communications policy, all of our Quality Control documents will be made available throughout the project. We believe that it is in our best interest to have our clients fully informed and up to date on our quality control process. Information including design reviews, responses to comments and redline plans can be provided in either hard copy or electronically. We will encourage the City staff to let us know whenever they need more information or whenever they are unsure about the quality control of the project. Our goal is to work with City as partners on the project City Council 21 — 39 5/17/2022 TETRA TECH Page 19 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 SCOPE OF WORK Members of our Project Team have performed an in-depth review of the scope of work contained in the Request for Proposal (RFP), performed a site visit and are very familiar with the existing conditions that may impact the work since we prepared the SA-2 Feasibility Study. Because of the proposal page limitation, we acknowledge the scope of work contained in the RFP and have only added the below tasks that we have comments on or wanted to expand on. Task 1: Project Administration and Multi -Agency Coordination Tetra Tech's initial schedule will include the critical path designation and a description of and schedule for progress meetings dealing with Key Design Decisions stated in our Approach Section (Key Design Decisions). Tetra Tech will continually reference the critical path schedule on our bi-weekly status e-mails and monthly schedule updates. For the purpose of this proposal, Tetra Tech has assumed the following ten (10) meetings: kick-off; one (1) meeting with MWD; two (2) meetings with SCE; four (4) design process review meetings (Basis of Design, 60%, 90% and Final PS&E); and two (2) meetings regarding permits with Public Works, Building, Fire, and Traffic. ask 2: As Built and Utility Research Tetra Tech has already performed the preliminary utility research within the project area as part of our SA-2 Feasibility Study. Tetra Tech will update the utility research due to time that has passed since the previous utility research work. The topographic design survey and the boundary survey for the City selected site will be performed by Tetra Tech's in-house survey crews. The boundary survey will include setting survey monuments to mark the property corners and the recordation of a Record of Survey with the County of Orange. The level of effort for potholing and corresponding traffic control plans will be consistent with what was performed during the Well 32 Rehabilitation Project for the City and Mesa's Well Pipelines project (which involved potholing within the City of Santa Ana streets). Tack I- rP_nfP_rkni I Rnrnmmn—ligtlnne Leighton Consulting, Inc., Tetra Tech's subconsultant, will perform the geotechnical investigation for this project. Leighton is proposing to perform one boring at the PRS site (depth of 25 feet below grade) and five (5) borings along the proposed pipeline alignment (depth of 10 feet below grade). The geotechnical investigation report will include a summary of: site conditions; geologic hazards; seismicity; corrosivity; foundation design for both a vault house and retaining walls; lateral earth pressures; pipe installation requirements; and construction considerations. Traffic control per WATCH Manual will prepared for all geotechnical field work. i ask 4: Civil Operational Project Design Standard and Criteria Tetra Tech will work with the City staff to determine the applicable design standards and criteria in addition to those defined by the feasibility study. For the purposes of this proposal, we have assumed a maximum of eight (8) three (3) hour workshop sessions shall be conducted. The following is a brief summary of the various key design elements, as a minimum, to be discussed in these workshops: Pipe alignment including pipe material, thrust restraint, and traffic control concepts; PRS and hydro -generator mechanical plan layout; construction alternatives: wall enc�*ure pNithin a building; withiBMWM22 TETRA TECH Page 110 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 SA-2 and generator operational parameters, control conditions including battery storage; Additional piping to connect to Walnut Reservoir and/or distribution system; Preliminary electrical and control system design and operating procedures; Power connection and communication alternatives with Walnut Pump Station; and Site improvements including WQMP and any specific CEQA requirements. Task a: Basis of Dezwyi, Tetra Tech will prepare the Basis of Design report which will summarize all of the alternatives and outline the agreed upon alternative including reasons why the alternative was chosen. The Basis of Design will include 30% drawings of the chosen alternative including proposed site improvements. The nine (9) key design decisions that we identified within our Approach Section (Key Design Decisions) of our proposal will be addressed in addition to the ones noted in the City's RFP. We have assumed that a similar mechanical layout to the SA-7 relocation project and the SA-1 hydro - generator replacement layout will be the starting point for the mechanical layout for the SA-2 facility. Tetra Tech will evaluate the three alternatives for the facility (wall enclosure, building and vault) at the two potential sites (a minimum of six site exhibits). As part of the evaluation, Tetra Tech will recommend any building or perimeter wall architectural features that will help blend in with the local neighborhood surroundings. Noise will be a major factor in the ultimate selection of the alternative. We have assumed for this proposal, that the approved alternative for the facility will be a below ground service vault. Tetra Tech will provide 3D renderings of the service vault to assist the City in its evaluation of the station's operation, maintainability and reparability. Tetra Tech can provide a 3D rendering of OCWD's Injection Well vault structure as the starting point for the vault alternative evaluation. Tetra Tech will evaluate the best method of conveying and connecting the power generated by the hydro -generator to the Walnut Pump Station Facility. In addition, Tetra Tech will recommend the electrical improvements at the Walnut Pump Station Facility and at SA-2 Facility to best use the generated power. Tetra Tech will provide alternative strategies to achieve this goal as well as the feasibility of using the power generated in this manner. This will include possible battery storage units, including size and footprint of said units. With input and assistance from Enterprise Automation, a new Tetra Tech Company, Tetra Tech will work with the City to prepare preliminary electrical and control system design plans and make recommendations for communications between SA-2 and Walnut Pump Station including radio network/ technology options as well as fiber connections. Tetra Tech will perform any hydraulic modeling as required to confirm the benefit of various connection locations to the City's distribution system. Tetra Tech is extremely knowledgeable of the City's water model due to its previous work with ID Modeling (Sedaru) on updating the City's Water Model. Tetra Tech is well aware of the issues working with MWD with regards to modifying any of MWD meter connections (previous experience with the SA-5 Vault Upgrade Project). Tetra Tech's subconsultant, Scott Foster Engineering, Inc., will assist with satisfying MWD's potential request for a transient analysis of the new pressure control station. Scott Foster's scope of work will include: information review; model development under two flow conditions; surge analysis of valve closures, sudden loss of load (runaway) of the hydro -turbine or flow control valve; recommend surge protectiCity Council 21 — 41 5/17/2022 TETRA TECH Page 111 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Tetra Tech will prepare the preliminary transmission main alignment along with the proposed pipe bypass alignment showing the bypass to Walnut Reservoir as well as potential connections to the City's distribution system. Tetra Tech will define the best management practices (BMP) that will mitigate the project's impact on stormwater quality according to the North Orange County permit for NPDES, which is under the jurisdiction of the Santa Ana Regional Water Quality Control Board. Tetra Tech will perform a site assessment, evaluate the existing and proposed hydrologic conditions, and provide recommendations for low impact development best management practices for treatment and capture of discharges on the site. Tetra Tech will also provide the following Envision related services during the Basis of Design phase: Attend up to three (3) project meetings with City via conference call to discuss Envision; Include Envision narrative in the Basis of Design report; Provide input on ISI rating design parameters; and Prepare ISI Envision Version 3 Pre -Assessment Checklist and probable project score. Tetra Tech will prepare a CEQA Initial Study/Mitigated Negative Declaration (IS/MND) for the proposed project. In addition, Tetra Tech has included the budget for an Environmental Impact Report (EIR) as an optional item. The following is a brief description of the scope of work for the IS/MND: Prepare a draft Project description for use in the IS/MND; Prepare an Initial Study (IS) analyzing the environmental impacts associated with Project. The technical studies to be prepared include: air quality; greenhouse gas (GHS) emissions; and noise and vibration. A cultural resources letter report will also be prepared. Technical analysis for other CEQA IS resource issues will be based on previously prepared documents, and information provided by the City. If the IS identifies no potentially significant impacts, then a Negative Declaration will be prepared. If the IS identifies potentially significant impacts that can be reduced to less than significant levels with implementation of mitigation measures (in addition to the Best Management practices), then a MND will be prepared. The Draft IS will be prepared according to CEQA requirements and the State CEQA Guidelines (Section 15063). The most recent CEQA Environmental Checklist Form (Appendix G) will be used. Based upon review comments provided by the City, Tetra Tech will revise the Draft IS and technical reports and prepare the public review draft IS/MND. Tetra Tech will prepare and distribute copies of the public review draft IS/MND to the State Clearinghouse and to the mailing list provided by the City. A Notice of Intent to adopt the IS/MND will be prepared by Tetra Tech per Section 15072 of the CEQA Guidelines, for the City's use in filing with the County Clerk. Following the end of the 30-day public review period, Tetra Tech will prepare written responses to any comments received on the public review draft IS/MND. For this proposal, we have assumed the preparation of responses to a maximum of five individual comments. Tetra Tech will provide a draft Mitigation Monitoring and Report Plan (MMRP) to be incorporated into he to"Trre„—dv^ven,-r"'2N+,+„n of the icinnnin City Council 21 — 42 5/17/2022 TETRA TECH Page 112 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 An administrative final IS/MND with the responses to comments, the MMRP, and any revisions to the final IS/MND will be prepared and submitted to the City. Tetra Tech will prepare the Notice of Determination (NOD) for the City to file with the County Clerk and will file the NOD with the State Clearinghouse. TasK u inrougn I asK 0: rJact l.onstruction uocumeni: Tetra Tech will prepare 60%, 90% and Final Construction Document (PS&E) submittals as specified within the RFP. The plans will be prepared in accordance with the City's Design Guidelines for Water Facilities. Tetra Tech will compile in a matrix format all comments received and responses made for each document submittal. This spreadsheet will be submitted to all reviewers prior to and as part of each submittal. Tetra Tech will prepare a waiver request letter to the Division of Drinking Water (DDW) for all water main alignments or crossings which do not meet DDW's latest separation requirements. We anticipate the construction drawings will include the following: 1 Title Sheet with Vicinity and Project Location Maps and General Notes 2 Notes for Project, Standard Water Notes, MWD Requirements and Sheet Index 3 Public Works/Building/Fire Notes, and Traffic Concepts 4 Abbreviations, Standard Symbols, Utility/Agency Index; Bench Mark, etc. 5 Construction Notes Horizontal Control Plan Existing SA-2 Demolition Plan and Details 6 7 8 Existing SA-2 Demolition Sections and Details 9 Construction Phasing and Staging Requirements for Adjacent City Property 10 SA-2 Shoring, Noise Control and Monitoring Plan 11 SA-2 Site and Grading Plan 12 SA-2 Site Details 13 SA-2 Yard Piping Plan 14 Perimeter Wall Plan, Profile and Details 15 Yard Piping Profiles and Connections 16 Site Details including Driveway, Gate and Site Improvements 17 WQMP Plan, Sections and Details 18 - 21 High -Pressure Pipeline Plan and Profile (4 sheets) 22 - 24 Optional Additional Distribution Pipeline Plan and Profile (3 sheets) 25 Walnut Bypass Plan, Profile and Details 26 MWD Meter Vault and Walnut Bypass Connection Details 27 Trench and Miscellaneous Details Piping and Appurtenances Details Connection Details to Distribution System and Abandonment Plan 28 29 30 Pavement Replacement Plan and Street Restoration 31 Cff TETRA TECH Page 113 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 32 SA-2 and Hydro -generator Mechanical Plan 33 SA-2 and Hydro -generator Sections 34 Mechanical Appurtenances and Hydro -generator Details 35 Miscellaneous Piping and Support Details Vault Ventilation Plan and Equipment Summary Battery Storage Units Plan, Section and Details General Structural Notes and Special Inspections/Structural Observations 36 37 38 39 Vault Foundation and Roof Deck Plans 40 - 41 Vault Traverse and Longitudinal Sections (2 sheets) 42 Vault Details 43 Typical Structural Details 44 Electrical Symbols and Abbreviations 45 SA-2 Electrical Plan SA-2 Instrumentation and Control Plan SA-2 Lighting and Grounding Plan 46 47 48 Single Line Diagram and Electrical Schedules 49 SA-2 Gate Operator Plan 50 Electrical Details 51 Electrical Conduit to Walnut Pump Station Facility 52 Walnut Pump Station Electrical Plan 53 Hydro -Generator Control Logic and Details 54 Battery Storage Plan and Details 55 Battery Control Panel 56 Instrumentation and Control Symbols and Abbreviations 57 I&C P&ID 58 I&C Network Diagram and I/Os 59 SA-2 Control Panel Elevations and Details 60 Hydro -Generator Synchronization Control Panel and Details Tetra Tech will provide the following Envision related services during the PS&E phase of the work: Complete ISI Envision rating of the project. Register the project with ISI and complete rating and submit for verification. City of Santa Ana will need to pay the registration and verification fees, which are expected to be around $15,000 to $20,000. Compile documentation of the project and prepare credit narratives and cover sheets. We have assumed that calculations will not be necessary and all required data will be included in the Basis of Design report or final design calculations and CEQA documents. Pre consP� &dqAssary to achieve Envision goal. 21 — 44 5/17/2022 TETRA TECH Page 114 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Task 9: Bidding and Construction Phase Services Throughout the bidding and construction phase, Tetra Tech will provide assistance to the City's Project Manager and Construction Manager as requested in the RFP. We have assumed that two (2) Addendum will be prepared. We have assumed that the City's Construction Manager will be the primarily responsible to evaluate and respond to the Contractor's requests for change orders. We have assumed that Tetra Tech will support the Construction Manager as requested. For this proposal, we have assumed a maximum of four (4) hours of Project Manager and eight (8) hours of Construction Support Lead for each change order request that will need our attention. Tetra Tech, with support from Enterprise Automation, will perform Factory and Site Acceptance Testing of all control equipment. Tetra Tech will provide as -needed support to the City's contractor who will be responsible for installing instrumentation, fabricating and installing control panels, installing equipment and implementing network infrastructure modifications. For this proposal, we have assumed a maximum of two days of the panel FAT to support the contractor and assist with executing the FAT procedures. Tetra Tech will also participate in and oversee up to 2 days of the City's programmer's FAT and SAT testing to ensure they are in compliance with the FAT and SAT protocols developed for the project. Tetra Tech will review a maximum of sixty (60) shop drawing submittals. For this proposal, we have assumed that twenty (20) of the submittals will require a second review. Tetra Tech will provide the following Envision related services during the construction phase: Compile documentation from City's construction management staff and construction contractor to validate credits requiring commitments during construction phase and to support post -construction review by ISI. ask 10: As -Built Preparation Tetra Tech will prepare the construction drawings using the latest version of AutoCAD. As part of the As -Built Preparation Task, Tetra Tech will convert all construction drawings to MicroStation v8i format or compatible and submit the as-builts drawings in MicroStation format. Task 11: Commissioning Bid Itet Enterprise Automation will assist Tetra Tech's project team in supporting the City in the commissioning of the SA-2 facility into operation. Task 12: Onerations and Maintenance Manual Enterprise Automation will assist Tetra Tech's project team in preparing an operational site manual that fully defines how the site functions. In addition, all operator duties will be defined and procedures for field checking common errors will be established. The intent of this site manual is to define standard operating procedures for field operations of this facility. Tetra Tech will request an example of an operational site manual for one of the City's other facilities. City Council 21 — 45 5/17/2022 TETRA TECH Page 115 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 RELEVANT PROJECT EXPERIENCE During the last 15 years, our Project Team has designed more than 200 miles of water, recycled water, and sewer mains within fully developed areas having extensive traffic control and utility conflicts. During that same time frame, our Project Team has designed more than 15 flow control or pressure reducing facilities. The following table summarizes some of the relevant project experience that our Project Team has completed during the last five (5) years: Design Project Team Complete Rnsible Staff •m Epperson Matt Vera MOULTON NIGUEL Crown Valley Pipeline Replacements: Erin Cabanero WATER DISTRICT 9,600 feet of 12-inch water main within Erica Jenkins Laguna Niguel Crown Valley Parkway including 2022 Jaden Miller ID No. 1 Master Meter Relocation Mazen Kassar Matt Collings, PE (10 cfs capacity) Doug Seaman 949/425-3552 Eric Yuen Peter Kim Paula Fell MESA WATER Chandler Croddy Wells Pipeline: Tom Epperson Erin Cabanero DISTRICT and Santa Ana/Costa Mesa Two Wells (Well Nos. 12 and 14) located Erica Jenkins within Santa Ana including 4,500 feet of 2021 Mazen Kassar Andrew Wiesner, PE 16"/30" water mains within Chandler Ave.; Eric Yuen Croddy Way; MacArthur Blvd. Peter Kim 949/207-5458 Paula Fell ORANGE COUNTY Tom Epperson WATER DISTRICT Mid -Basin Injection Wells: Erin Cabanero Fountain Valley Four Injection Wells within Vault Structures 2017 Mazen Kassar 10,500 feet of 36" to 12" pipelines within Eric Yuen Chris Olsen, PE Edinger Ave. and Centennial Park Nate Schreiner 714/378-3232 Peter Kim PRS-SCADA Upgrades 2022 Tom Epperson CITY OF ANAHEIM Rehab and Upgrade PRS Nos. 1 — 6 2017 Erica Jenkins Anaheim Katella Water Main Replacement: 2017 Jaden Miller 7,000 feet of 12" to 16" water mains within Mazen Kassar Jake Hester, PE Katella Ave. from Haster Street to Doug Seaman 714/765-4421 Disneyland Drive Eric Yuen Peter Kim EL TORO WATER DISTRICT Recycled Water Expansion — Phase 11: Tom Epperson Laguna Woods 20,600 feet of 4" to 10" recycled water 2018 Erin Cabanero Erica Jenkins Dennis Cafferty, PE mains Jaden Miller 949/837-7050, ext. 223 CITY OF ORT BEACH Newport Blvd Water Main Replacement:NEWP Tom Epperson Newport Beach Newport Pier Area WM Replacement Neha Gajjar 5,200 of 24" to 8" water mains within 2017 Erin Cabanero Mike Sinacori, PE Newport and Balboa Boulevards and Peter Kim 5,800 feet of 6" mains in residential streets City Council 21 — 46 5/17/2022 TETRA TECH Page 116 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 City of Santa Ana Experience Members of our project team have completed more than 40 water/wastewater projects for the City since 1999. Our project team knows the City's design requirements and standards, preferred materials, and operational preferences which will allow us to complete the design in the most cost-effective manner. In addition, Enterprise Automation, one of the City's Control System Design Programmers, is now a Tetra Tech company. We believe that our best reference is our past performance on projects that we have completed for the City. We are confident that these past projects with the City will attest to our technical excellence, responsive staff, and our complete understanding of the City's facilities. The following is a brief list of relevant City projects we have been completed in the last 5 years. Pipeline Projects: Well 32 Rehabilitation: 3,600 feet of 12-inch well discharge piping within Westwood Avenue; Memory Lane; and Bristol Street; Ritchey Street Water Main Relocation: 1,800 feet of 8-inch and 16-inch water main within Ritchey Street; Water Main Improvements: 900 feet of 20-inch and 12-inch water mains within French Street; and Spurgeon Street; San Lorenzo Sewers: 1,400 feet of 10-inch force main and 15-inch gravity main within Segerstrom Avenue and Bristol Street; and Centennial Park Neighborhood Water Main Improvements: 20,000 feet of 8-inch mains. Pressure Reducing Stations: SA-1 Hydro -Generator Replacement; SA-2 Relocation Feasibility Study; SA-7 Pressure Reducing Station Relocation; SA-5 Vault Modifications; and SA-4 Vault Relocation. Gnvicinn Pvnorionce Our Project Team has completed the following projects that included Envision Certification: Albion Riverside Park for City of Los Angeles: Regional stormwater BMP and park project along the Los Angeles River; Envision Award Received: Gold. Santa Monica Clean Beaches Initiative for City of Santa Monica: Regional stormwater BMP project near Santa Monica Pier; Envision Award Received: Gold. Taylor Yard Bikeway/Pedestrian Bridge for City of Los Angeles: Pedestrian Bridge over the Los Angeles River: Envision Award Received: Gold. Vista Canyon Regional Transit Center for City of Santa Clarita: Regional bus transit station: Envision Award Received: Verified. Aliso Creek — Limekiln Creek Restoration for City of Los Angeles: Regional stormwater BMP and creek restoration project: Envision Award Pursued: Gold. San Fernando Valley Stormwater Capture Projects for City of Los Angeles: Multiple regional stormwater BMP projects: Envision Award Pursued: Gold. City Council 21 — 47 5/17/2022 TETRA TECH Page 117 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 SCHEDULE Tetra Tech has the necessary resources to rapidly deploy and meet aggressive schedules. Our Project Team has recent pipeline and PRS experience with the City so we have a good understanding of the issues which may arise that could affect the project schedule. We have reviewed our Project Team's current workload and will be able to accommodate the schedule milestones on the schedule provided on the next page. REFERENCES We believe the City, itself, is one of our best references based on the work we have previously completed for the City. Client satisfaction is a major objective for Tetra Tech. This commitment to our clients has earned us the privilege of providing continuous service to several of the below listed references. We believe that our clients will attest to our technical experience and responsive staff. We encourage you to contact our references to verify our past performance firsthand. We have provided contact names and phone numbers for these references below. Moulton Niguel Water District Matt Collings, PE 949/425-3552 On -Call Services; 6 PRS and 6 Meter Projects 10 Pipeline Projects City of Anaheim Jake Hester, PE 714/765-4421 8 PRS Projects; 1 Reservoir; 6 Pipeline Projects FEE PROPOSAL Orange County Water District Chris Olsen, PE 714/378-3232 On -Call PFAS Services; 2 Pump Stations; Well Injection; 6 Pipeline Projects El Toro Water District Dennis Cafferty, PE 949/837-7050, ext. 223 RW Pipeline Expansions; Oso Lift Station; 6 Studies Mesa Water District Andrew Wiesner, PE 949/207-5458 On -Call Services; 2 Wells; Valve Replacement; 2 Pipeline Projects City of Newport Beach Mike Sinacori, PE 949/644-3342 8 Pipeline Projects; Reservoir cover; 2 RW Pump Stations; 4 Retrofit Projects As requested in the RFP, Tetra Tech has included our fee proposal, hourly rate schedule and estimated hours in a separate submission to the City. STANDARD AGREEMENT Tetra Tech has reviewed the City's Standard Agreement provided in the RFP. Tetra Tech will sign the agreement, with no changes, as we have in all of our previous contracts with the City. However, the City may want to consider the following revisions since the duty to defend (in Section 8, Indemnification) is not typically applicable to performance of professional services: "Consultant agrees to defene, an shall indemnify and hold harmless the City, its officers, agents,, employees, contractors, special counsel, and representatives from liability. (1) for personal injury, ... including death, and claims for property damage, to the extent caused by wh;nh n�o fr..„, the negligent operations of the Consultant, ... to the services described in Section 1 of the Agreement; , This indemnity and hold harmless agreement applies to all claims for damages, ... by reason of the events referred to in this Section or by Feasen of the formof, or effe4s, ag&g frong th�s Agreement. The Consultant k4her agrees to idenW, hold harmless, and pay all Gosts fe defense of the , ... City may make all reasonable decisions with respect ..." City Council 21 — 48 5/17/2022 TETRA TECH Page 118 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No, 21-127 City of Santa Ana SA-2 Pressure Control Station Relocation and Transmission Main Improvements ID Task Name. (Duration (Start Finish IMir[h I IApnl I (May Rune (July Au ust �septemher Od96er 2273ffi3J13fl2L132]1413 �/1lA4/l]6245l1 585] S 2 29 6 z 1962fi]3] -] 7 33 � �81-0' 1 289-0911918925102109 ] 19 emhr oew her January �Fehruary 1 i 1Z1242 1 2 1 1 � l 11221'925 12 ] 1 1Qck-off Meeting As -Built and Utility Research Survey Potholing i3eotechrical Investigoticn Transient Analysis Design Workshop- Key Design Decisions Design Workshop No. 1— Key Design Decisions Design Workshop No. 2— Key Design Decisions Design Workshop No. 3— Key Ceigr Decisions Design Workshop No.4— Key Ceign Cecisions Design Workshop No. 5—Key Design Decisions Design Workshop No. 6— Key Design Decisions Design Workshop No. 7— Key Deign Cecisions Cesign Workshop No. 8— Key Design Decisions Basisof Deign and 30% Dn5ign Gty Review Bas'sof Deign Final Submittal Draft CFQA IS/MNC City Review Public Review Final CEQA IS/MND 60%Design Submittal city Review 905".Design Submittal Gty Review Gty Cepartment`s Permit Review 7 days 39 days 15 days 20 days 40 days 39 days 45 days :0 days •0 days 0days 0 days 0 days 0 days •0 days 0 days 53 days 11 days 9 days 43days 11 days 34days 15 days 38 days 11 days 44 days 26 days 36 days Tue 3/1/22 -Wed 3/9/22 Tue 3/1/22 Fri 4/22/22 Mon 4/4/22 Fri 4122/22 Mon 5/2/22 Fri 5/27/22 Mon 5/2/22 Fri 6/24122 Mon 6/6/22 Thu 7/28/22 Wed 3/23/22 Wed 5/25/22 Wed 3123/22 Wed 3123/22 Wed 4/6/22 Wed 4/6/22 Wed4/20/22 'Wed 4/20/22 Wed 4/27/22 Wed 4/27/22 Wed 5/4/22 Wed 5/4122 Wed 5111122 'Wed 5/11/22 Wed 5/18/22 Wed 5/18/22 Wed 5/25/22 -Wed 5/25/22 Mon 5J2/22 -Wed 7/13/2� Thu 7/14122 Thu 7128/22 Fri 7129122 Wed 8/30/22 Mon6/6/22 WedS/3J22 Thu S/4/22 Thu 8/18/22 Fri8119/22 'Wed 10/5/22 Thu 1016122 Wed 10/26/22 Mon 8/1/22 Wed 9/21/22 Thu 9/22122 Thu 20/6122 Fri 10/7/22 Wed 12/7/22 Thu 1218/22 Thu 1112123 Thu 12/S/22 Thu 1/2612S ! 3/23 i 4/6 #4/2 1127 # 514 5111 ♦ 5/19 4 512 2 3 4 5 6 7 H 5 1p 11 •72 13 1A 15 tfi 17 15 18 r 21 22 29 24 25 26 27 29 Final Construcq,pilp'60' uncil 29 days Fri 1 13 23 Wed 2 22 23 21 — 49 5/1 7/2022 TETRA TECH Page 119 City Council 21 — 50 5/17/2022 CITY OF SANTA ANA RFP NO.: 21-127 SA-2 PRESSURE CONTROL STATION RELOCATION AND TRANSMISSION MAIN IMPROVEMENTS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 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 cauti ed that making a false certification may subject the certifier to cri Inal prosecution. Signed State of California County of C 0 Subscribed and sworn to (or affirmed) before me on this 6> day of , 20 22 by 10M E??e(5orn , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Signature Notary Public Seal 0Fry PARKER ALCHANATI: Comm # 2352652'Z' i !Los Angeles County "California Notary Public'- �gCIFO a�F Comm Exp Mar. 22. 2025 &nbsp; City Council Page 1 of 1 &nbsp;21 &ndash;&nbsp 51 5/ 17/2022 &nbsp; CITY OF SANTA ANA RFP NO.: 21-127 SA-2 PRESSURE CONTROL STATION RELOCATION AND TRANSMISSION MAIN IMPROVEMENTS NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, whic exceed $100,000 and that all such subrecipients shall certify and disclose accordi ly. Signed: 1 Title: Vice President Firm: Tetra Tech, Inc. Date: 1 /13/2022 City Council 21 — 52 5/17/2022 Page 1 of 1 CITY OF SANTA ANA RFP NO.: 21-127 SA-2 PRESSURE CONTROL STATION RELOCATION AND TRANSMISSION MAIN IMPROVEMENTS NON-DISCRIMINATION CERTIFICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant 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 Consultant 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 Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant 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 Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant 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 Consultant 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 Consultant'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 Consultant 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 Council 21 — 53 5/17/2022 Page 1 of 2 CITY OF SANTA ANA RFP NO.: 21-127 SA-2 PRESSURE CONTROL STATION RELOCATION AND TRANSMISSION MAIN IMPROVEMENTS 7. The Consultant 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 Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant 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 S fection 1420, and any consultant of public works violating this Section is subject7�_: e�nalties imposed for a violation of the Chapter. Signed: Title:Vice President Firm: Tetra Tech. Inc. Date: 1 /13/2022 City Council 21 — 54 5/17/2022 Page 2 of 2 City Council 21 — 55 5/17/2022 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 As -Needed Engineering Services for Water and Sewer Projects I City of Santa Ana intact: Rudy Rosas, PE - 7141647-3379 - rrosas@santa-ana.or- Nhdl"- Aehatr IitaGlln Well No. �fi��4rtF r9i 4rasv Ruolatement Rrfaininp Mltlga:lon Ca mhrid ge gall Well No- 24 study Gate Electrical mhn Gerthe 1y uPgr�de /lr WeIINv-39 Ele vated Tank ' MvdiFca[:vns Westminster Ave &Srey Work sewer Improvemrns•.; BGS[pF 5[ 1Vldening }t Cmba3 Cety Water Water Main Repr—ent � l }Aa n r phd5e f I milro'/einents r w .. M.ineiJR 5ta[ion Emergency Bypass WA Kv. 37 dnA Stlldy Roof Modifi aliens Centennial Y Park ,j Water Main SA-3F 1 �Rery.Water fCeniennial Conversion f Vard +_ Wmner tndusl Y el Water & Sevrer Sc Utls station Boosts* Punep✓ ns, Station Modificatio Weir No. 34 MocKcal Ions Plco L-11 Neighb.haod Water Mk In Fmp—melits — McFadden A - Sewer Re pi—em Old GtV Neghtrarhood Water Maln -Pravemarts Ski FCF San Lvren— Ort statlan SR-5 FCF Water Main Projects Bristol Street Widening Water Main Replacement, Phase 1 Centennial Park Water Main Replacement Mid -City Neighborhood Water Mains Pico -Lowell Water Main Improvements Central City Water Main Replacement Sewer Main Projects Westminster Avenue Sewer Main Improvements McFadden Avenue Sewer Replacement Pump Station/Well Projects South Station Booster Pump Modifications Well No. 34 Modifications Well No. 39 Lift Station Projects San Lorenzo Lift Station Maxine Lift Station Emergency Bypass Reservoir Projects John Garthe Reservoir Improvements, Phase 2 Elevated Tank Safety Improvements and Painting Tetra Tech has been providing as -need engineering services for the City of Santa Ana since 1999. Our work for the City includes a wide range of engineering services including: pipelines, pump stations, lift stations, flow control facilities, upgrade of facilities, studies, and structural support services. As part of these projects with the City, we have also developed relationships with several regulatory agencies including the Department of Public Health, Orange County Flood Control, Division of Drinking Water, and Metropolitan Water District. In addition, we have developed an excellent working relationship with the City's Public Works' staff, Parks and Building Departments and Construction Management. Summarized below are the projects that we have performed for the City since 1999. Flow Control/PRS Facilities SA-3 Flow Control Facility SA-4 Flow Control Facility SA-5 Flow Control Facility Recycled Water Projects Recycled Water Conversion Projects Miscellaneous Building/Facilities Upgrades Concord Street Retaining Wall At Cambridge Reservoir Site Studies/Reports/Miscellaneous Support Well No. 32 Nitrate Migration Study OCSD Sewer Transfer Consulting Services MicroStation Support Parton Sewer Notice of Exemption Feasibility Study for Elimination of Maxine Lift Station Sewer Master Plan Update Support Water System Computer Modeling Support City Council TETRA TECH 21 — 56 5/17/2022 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Mid -Basin Injection Centennial Park Project I Orange County Water District ,1 011HU1, _ . J10-Jf 1 1 .,.,,.......v............... The Mid -Basin Injection Centennial Park Project is located within Centennial Park in the City of Santa Ana. Four injection wells constructed in below ground vaults are proposed to inject 12 mgd of Groundwater Replenishment System water into the principal groundwater aquifer approximately 1,200 feet below ground surface. The project consists of the following: Four (4) submersible backflush pumps will be installed within the injection wells with a design flowrate of 3,000 gpm to purge the entire well column and surrounding strata. Each of the four injection wells will require a pipeline connection to deliver the supply water for injection. The source of water for these wells will be the Groundwater Replenishment System pipeline located in the western levee of the Santa Ana River. Approximately 5,700 linear feet of supply pipeline will be constructed to injection wells within Centennial Park. The supply pipeline is proposed to be cement mortar coated and epoxy lined steel pipe, and will vary in size from 36-inch, 16-inch, and 12-inch. The supply line will cross the Santa Ana River which will require the pipeline to be constructed on the newly expanded Edinger Avenue Bridge. Approximately 4,200 linear feet of 16-inch backflush pipeline will be constructed within Centennial Road to convey well backflush discharge to the lake or the Greenville -Banning Channel. A monitoring well is proposed down gradient of the Park's injection wells to monitor the impacts to the groundwater basin. The monitoring well is proposed within the Heritage Museum of Orange County. The area around the monitoring well will be improved and a new irrigation system for the museum farm will be installed. Two (2) Shared Facilities that will be occupied by Orange County Water District and the City of Santa Ana. City Council TETRA TECH 21 — 57 5/17/2022 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Albion Riverside Park Project I City of Los Angeles, Bureau of Engineering koumacL. MtAliar r►nmeu, PE - irnna►.a►nneu�wIacny.ury The City of Los Angeles selected Tetra Tech to provide pre -design, design, and construction support services for the Albion Riverside Park Project, located adjacent to the Los Angeles River. The project involved transforming a six -acre site, previously used for dairy warehousing and distribution, into a riverfront park and recreational facility that benefits nearby disadvantaged low-income neighborhoods. This important water quality project is part of the City's overall efforts through the Proposition 0 Bond Program to improve water quality and reduce pollutant loads that are currently being conveyed to the rivers, lakes, and oceans within the greater Los Angeles area. i" The overall project objective was to develop the project site and implement Low Impact Development, Green Infrastructure, and Best Management Practice (BMP) measures to improve the water quality of stormwater prior to discharging into the Los PROJECT AWARD Angeles River and ultimately into the Pacific Ocean. In addition to collecting, treating and Parks and � � American _ecreation _roject of the Year 'il EngineersOutstanding infiltrating on -site runoff, the project diverts stormwater and dry weather flows from an existing storm drain. The diverted flows are then treated and infiltrated, or used within the park. The BMPs installed included bioretention facilities, bioswales, and pervious pavement subsurface infiltration areas. The remainder of the park was developed for recreational uses, educational purposes, and improved access along the river. Recreational amenities at the site included multi -purpose athletic fields, walking paths, adult fitness zones, children's play area, picnic area, a new parking lot with permeable paving, site landscaping and a plaza. The benefits of this project are not exclusive to water quality. Although the pollutant loads are expected to decrease dramatically and exceed the goals of Proposition 0, this project also provides multiple benefits to the neighborhood by creating visual linkages to the Los Angeles River and to other projects referenced in the Los Angeles River Revitalization Master plan. Project Highlights Plans, Specifications, and Estimate Water Quality Management Best Management Practices Green Infrastructure Stormwater/Urban Runoff Capture Storm Drain/Channel Diversion Infiltration, Water Treatment, and Reuse Low Impact Development Envision TM Certification Recreational Amenities Walking Paths Landscape Architecture Public Outreach Construction Support Services City Council TETRA TECH 21 — 58 5/17/2022 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Aliso Creek - Limekiln Creek Restoration Project I City of Los Angeles Bureau of Engineering _ _...__......_,, Flores, PE-2131485-4496-andy.flores@lacity.org The City of Los Angeles selected Tetra Tech to provide pre -design and design services for the Aliso Creek — Limekiln Creek Restoration Project, located adjacent to the Los Angeles River. The project is located at the confluence of the concrete lined Aliso and Limekiln Creek flood channels, which merge together in the southern portion of the project site. The project improvements involve constructing several stormwater Best Management Practices (BMPs) intended to divert, capture, filter and use on -site and off -site runoff from the creeks in order to reduce contamination in Aliso Creek, Limekiln Creek, and the Los Angeles River. The proposed BMPs include low flow channel diversions, pre-screening treatment devices, stormwater pump stations, bioretention basins, the restoration of upland and riparian habitats, and BMP educational signage. A passive trail system is included to expand the existing park facilities. The goal of the project is to significantly reduce the pollutant loads, as well as transform a specifically built flood control facility into a multi -function green infrastructure facility. The project will also be designed to achieve a Platinum Envision Rating. This important water quality project is part of the City's overall efforts through the Proposition 0 Bond Program to improve water quality and reduce pollutant loads that are currently being conveyed to the rivers, lakes, and oceans within the greater Los Angeles area. 4 ENGINEERING IIIIIIIIIIIIIIL CITY OF LOS FNGEEE£ City Council 21 — 59 5/17/2022 TETRA TECH City Council 21 — 60 5/17/2022 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Tom Epperson, PE Project Manager Mr. Epperson has more than 41 years of professional experience in water, wastewater, and reclaimed water engineering. Tom has been responsible for the preparation of water, wastewater, and reclaimed water master plans; project design reports for various water, wastewater, and reclaimed water facilities; and the planning and design of water, wastewater, and reclaimed water pipelines, along with pump stations and reservoirs. Mr. Epperson's experience includes completing the design, bidding, and construction management of over 200 miles of water/reclaimed water/sewer mains, 36 water/reclaimed water pump stations, 18 wellhead facilities, 12 sewer lift stations, and 25 water and reclaimed water storage reservoirs throughout Southern California. EXPERIENCE SA-3, :. r and SA-5 Vault Kelocations, City of Santa Ana, CA. Project Director for the design and construction phases of three pressure reducing valve vaults. The project included the design of steel and ductile iron yard piping and connections to the existing City system, pressure reducing valves, and concrete vaults. RA-9 Facilih, Rnln--inn Feasibilitv Sturil/ rifit of Santa Ana, CA. Project Director. Evaluation of an existing SA-2 facility site and preparation of a Feasibility Study for the relocation of the City's SA-2 Facility. Education: BS, Environmental Engineering, University of California, Irvine, 1978 Reg istrations/Certifications: Professional Civil Engineer, California, No. 36399, 1983 Professional Affiliations: American Society of Civil Engineers American Water Works Association Orange County Water Association Water Environment Federation WateReuse Association Office Location: Irvine, CA Total Years of Experience: 41 Years with Tetra Tech: 29 Well No. 32 Rehabilitation, City of Santa Ana, CA Project Director overseeing the design of the Well No. 32 rehabilitation project. The project involved the preparation of a PDR, design plans, and specifications for the rehabilitation of the well facility. The underground well would be scraped, cleaned and modified to be within an above ground CMU block control building (housing mechanical and electrical rooms). The design also included a separate on -site generation sodium hypochlorite building, 3,500 feet of 12-inch discharge pipe to John Garthe Reservoir and modification at the reservoir to connect to the on -site piping. North Long Beach Collection Main Control Valve Upgrade, Long Beach Water Department, Long Beach, CA Project Director. Tetra Tech prepared plans and specifications to upgrade an existing flow control/pressure reducing station, which consists of replacing the 16-inch butterfly valve at Wardlow Avenue and the pressure transmitter vault within Cherry Avenue. The improvement to these facilities will allow LBWD to mitigate the open conduit flow it experiences at the high point within the collection main pipeline by throttling the flow to create backpressure and have the pipeline flow full. Santa Ana Canvon Rnarl Trnncnlissinn Main and Preccure Rerliicina Sta+inn Nn A7 City of Anaheim, CA Project Manager for the preparation of plans, specifications, cost estimates and construction services for the construction of 2,000 linear feet of 36-inch steel pipeline. In addition to the construction of steel piping, a pressure reducing station was constructed to reduce pressure from Zone 750 to Zone 640 and Zone 475. Project Manager. Responsible for the Pressure Reducing Station Upgrades for the District. This work included the relocation of three pressure reducing stations. The stations were located within the street right-of-way and relocated in an existingparkway City Council 21 — 61 5/17/2022 TETRA TECH T. Epperson - Page 11 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Mathis Oso-Bypass, Moulton Niguel Water District, Laguna Niguel, C Project Manager. Engineering design of the Flow Control/Pressure Reducing Station for the District. The existing pressure reducing station was modified to include flow control capabilities. The piping arrangement within the existing vault was modified, the size of valves was changed and the new flow control/pressure reducing station was re -located within the street right-of-way in a left turn pocket. r1t;;JJU1C FWUMAIltU. V01VU u aICCR VIUVV %.unl. acuity, IifIOUltull IVIIU.UCI VVcutr District, Laguna Niguel, CA Project Manager. Design of an 18-inch pressure reducing valve and vault which included approximately 50 linear feet of 18- and 24-inch pipeline. Long Beach Valve Replacement, Long Beach Water Department, Lon!, ___,;h, CA. Project Manager. Improvements to an existing Flow Control/Pressure Reducing Station for the Department. The improvements included the removal of existing piping and control valves with the replacement of new butterfly valves and plunger valves. The pressure reduction in this station was approximately 180 psi and required that the plunger valve be designed and sized properly to handle such large drop at this station. natelia Avenue vvater lvlain meplacement, Lily or Anaheim, %,A. Project Manager. Design of 3,000 feet of 16-inch water main on Katella Avenue from Disneyland Drive/West Street to Harbor Boulevard and 4,000 feet of 12-inch water main on Katella Avenue from Harbor Boulevard to Haster Street. Fl ca,vu1,U UV, IVI%JUIL.,n Niguel Water DiSL..IL, L-auu,ia Niguvi, Project Manager. Responsible for the Paseo Del Valle, Highlands, and Ivy Glen Pressure Upgrades for the District. Tasks included additional distribution piping and addition of pressure reducing valves for over 400 customers. Crown Point Pump Station Reclaimed Water Conversion, Moulton Nigut r District, Laguna Niguel, CP Project Manager. Design of the conversion of the existing domestic water pump station to a reclaimed water pump station which included new pumps, pressure reducing facility, piping and appurtenances. I-J, Wa4nr I inn Pnlnrratinnc rite of Anaheim rA Project Manager. Design of the relocation of approximately 20,000 linear feet of 6- to 16-inch water lines as part of Caltrans 1-5 widening project. Project also included the design of a pressure reducing station. Preliminary tngineering Tor SOUth (:ounty I urnout, Moulton Niguel Water uistrlct, Lagun; Niguel, C1 Project Manager. Preliminary engineering design for proposed Metropolitan Water District turnout and flow control facility to connect to Moulton Niguel Water District's 850 Zone system and El Toro Water District's system. The study included preliminary calculations used to size the valves and piping, conceptual turnout and flow control facility site and mechanical layouts, pipeline alignment analysis, estimated construction costs and construction schedule. Dnnifir D�rl4 Cl^ui f`^n+r^l RA^.vl+^m Al;i vial \Ah+er flit+rir+ I Ali -..el PA Project Manager. Design of the Bridlewood and Cabot Flow Control Facilities which allowed the District to use the higher -pressure water from the Central Relief Project. Big Niguel and Little Niauel Flow Control Facilities. Moulton Niauel Water District. Laauna Niguel, Cf Project Manager. Design of the two flow control facilities which will allow the District to use higher pressure water from the Central Relief Project in lieu of existing pump stations. AbLfdl IVlfdlfdl Vault upgraurds, 1Y1u ague) Water ulstrlc'l Julia 111119. ut:1, � Project Manager. Design of the upgrade of I.D. Nos. 1, 2, and 3 and the Camino Capistrano Flow Control and Meter Vault facilities. City Council 21 — 62 5/17/2022 TETRA TECH T. Epperson - Page 12 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Neha Gajjar, PE Assistant Proje-} Manager Ms. Gajjar has more than 29 years of experience providing project management, planning, and design of water transmission, distribution, and storage facilities projects. Neha has significant experience preparing plans and specifications for water/sewer mains, storm drains, pipelines, and has an intimate understanding of these requirements for many municipalities. Her responsibilities as engineering lead include establishing design parameters, managing project schedules, and handling required appropriate technical resources necessary for each project. EXPERIENCE SA-1 Hvdro-Generator Replacement. Citv of Santa Ana. CA. Assistant Project Manager. Engineering design services for replacement of a 33-year old turbine generator. Services include removing the existing turbine/generator, installing a new unit and connecting to the electrical and control systems, upgrading the ventilation s stem new RTU control anel coordination with Enter rise Education: BS, Civil Engineering, University of California at Berkeley, 1991 Registrations/Certifications: Professional Civil Engineer, California, No. 55574, 1996 Professional Affiliations: American Society of Civil Engineers Society of Women Engineers Office Location: Irvine, CA Y I p I p Automation, and replacement of the existing switchboard and MCC. The demolition of the existing unit will include the removal of the generator, turbine shaft, impellers and upper housing. Replacement will include new construction involving, new motorized valve upstream of the new turbine/generator, new manual valve downstream, new ball valve with motorized flow controller, and new PRV valve (in series). North Long Beach Collection Main Control Valve Upgrade, Long Beach Water Department, Long Beach, CA. Project Manager. Tetra Tech prepared plans and specifications to upgrade an existing flow control/pressure reducing station, which consists of replacing the 16-inch butterfly valve at Wardlow Avenue and the pressure transmitter vault within Cherry Avenue. The improvement to these facilities will allow LBWD to mitigate the open conduit flow it experiences at the high point within the collection main pipeline by throttling the flow to create backpressure and have the pipeline flow full. ua raima Ave. ana i ustin Ave. Watermain rcepiacemenis at uL, i A Crossing, Lary or Anaheim, Project Manager. The OCTA planned to construct an additional railroad track for the Metrolink within its existing right-of-way as part of the Anaheim Canyon Station Metrolink Project. The new tracks cross City of Anaheim water mains at La Palma Avenue and Tustin Avenue and therefore the mains must be rerouted and placed within a steel casing. Tetra Tech prepared plans and specifications to replace the existing 36-inch CCP with a 36-inch steel in a 48-inch steel casing in La Palma Avenue, the existing 12-inch CIP with a 12-inch DIP in a 24-inch steel casing in La Palma Avenue, and the existing 12-inch CIP with a 12-inch DIP in a 24-inch steel casing in Tustin Avenue. The project also included coordination with OCTA. San Antonio Pressure Reducing Station Upgrade, Yorba Linda Water District, Yorba Linda, CA. Project Engineer for preparation of plans and specification for improvements to the existing San Antonio PRS. This project included modification of the existing vault roof to accommodate new access hatches and replacement of the internal manifold. Drncc. D-A..-;-- 1/,1-- D--^k 1A/,+-r r%;,+rin+ Ir..ir,n r'A Project Engineer for preparation of a preliminary design report, plans, and specifications for construction of modifications to seven existing domestic water closed -system pressure reducing valves, relocating existing isolation valves inside or outside the vaults, and addition of pressure sensors, valve position indicators, telemetry signals and/or new telemetry facilities to reduce the risk of over -pressurizing services and customPe,ity ounci 21 — 63 5/17/2022 TETRA TECH SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Mark Bush, PE QA/Ql Mr. Bush has more than 26 years of professional experience in water, wastewater and recycled water engineering. Mark has been responsible for the completion of over 100 miles of potable water, recycled water and sewer mains, 20 potable water and recycled water pump stations and well projects, and 14 potable and recycled water reservoirs. Mr. Bush is an integral part of the Water/Wastewater Department and brings leadership, strong work ethic, technical knowledge and dedication to overall client satisfaction on every project. EXPERIENCE SA-3, SF.-- Gnd SA-5 Vault Relocations, City of Santa Ana, C Project Manager for the design and construction phases of three pressure reducing valve vaults. The project included the design of steel and ductile iron yard piping and connections to the existing City system, pressure reducing valves, and concrete vaults. Santa Ana River IntercPnfnr Rnnlacnmont r)rnnnn rniinty Public Works, Santa Ana, Ci' QA/QC Lead. This project replaced Education: BS, Civil Engineering, BS, Environmental Engineering, University of California, Irvine, 1997 Registrations/Certifications: Professional Civil Engineer, California, No. 60477, 2000 Professional Affiliations: American Society of Civil Engineers American Water Works Association Orange County Water Association Office Location: Irvine, CA Total Years of Experience: 26 3.7 miles of 39- to 45-Inch VCP and 42- to 45-Inch RCP with 3.85 miles of 54-inch gravity sewer. The project included five microtunnel drives through extremely abrasive soil conditions in environmentally sensitive areas. Tunneling records were set for the longest curve (2,187 feet) and longest compound, or "S", curve (1,567 feet) in North America. Mid -Basin Injection: Centennial Park Design Services, Orange County Water District, Fountain 1/,11— f ^ QA/QC. Responsible for the QA/QC of the design of four injection wells to be located within Centennial Park in the City of Santa Ana for Orange County Water District. In addition to the engineering services for the four injection wells, the project includes the design of the supply pipeline, backflush pipeline, bridge crossing, two shared facility sites, a monitoring well site, site improvements, and paving of park access roads and parking lots. Rein.—. j Static.. Rei%,_dtion/uh,y.wdes, ....,W.,,,.....yW,,...w�, ....�,..,,,, -.,..,a Niguel, CA. QA/QC Manager for the Pressure Reducing Station Upgrades for the District. This work included the relocation of three pressure reducing stations. The station was located within the street right-of-way and relocated in an existing parkway. Water Resources Integra+:.._ n...,., — c+a..a:. ... ...., .. .a . ._ .a ..:. n► .a . RvctPm San Antnnin T) QA/QC. Phase 2 project elements included two additional 1,250 hp vertical turbine pumps installed in existing cans with VFDs at Twin Oaks West Pump Station, a booster pump station with VFDs in addition to hydropneumatic surge tanks, a second 7.5 MG ground storage tank No. 2, and a fourth pump at the PZ 4 Pump Station at Old Pearsall Road Pump Station, and approximately 3,000 LF of 48-inch water pipeline with a control valve assembly to transition from production mode to recharge mode on site. Torrance Pressure Reducing Stations, West Basin Municipal Water District, Carson, CA. Project Manager for design of five pressure reducing stations along Artesia Boulevard within the City of Torrance to protect the City's irrigation systems from over pressurization from the recycled water system pressure fluctuations. City Council 21 - 64 5/17/2022 TETRA TECH SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Matt Vera, PE PRs Facility Mr. Vera has provided design engineering in various water and wastewater projects including domestic and reclaimed water pipelines, gravity sewer mains, sewer main rehabilitations, pump stations, lift stations, wells, flow control facilities, and pressure reducing valve vaults. Matt's responsibilities have included preparation of construction plans, specifications, design calculations, and assistance to supervisors in preparing project reports, studies, and memorandums. EXPERIENCE IAI, 11 Kl„ '2'7 r:+., ^F 0^ • - Project Engineer. The City of Santa Ana selected Tetra Tech for the design of the Well No. 32 rehabilitation project. The project required a PDR, plans, and specification development for the rehabilitation of the well facility. The Education: BS, Civil Engineering, University of California, Irvine, 2013 Registrations/Certifications: Professional Civil Engineer, California, No. 86663, 2016 Professional Affiliations: Orange County Water Association Office Location: Irvine, CA Total Years of Experience: underground well would be scraped, cleaned and modified within an above -ground CMU block control building (housing mechanical and electrical rooms). The design also includes 3,500 feet of 12-inch discharge pipe to John Garthe Reservoir with a bridge crossing, modification at the reservoir to connect to the on -site piping and a separate on -site generation sodium hypochlorite building including restroom and shower facilities. CA 1 Hvrlrn_(;Pr^-^+... o,...i ,,.,,..,,.�+ fit, of c,.,+, A—_ r Project Engineer. Engineering design services for replacement of a 33-year old turbine generator. Services include removing the existing turbine/generator and installing a new unit and connecting to the electrical and control systems, upgrading the ventilation system, new RTU control panel, coordination with Enterprise Automation, and replacement of the existing switchboard and MCC. The demolition of the existing unit will include the removal of the generator, turbine shaft, impellers and upper housing. Replacement will include new construction involving, new motorized valve upstream of the new turbine/generator, new manual valve downstream, new ball valve with motorized flow controller, and new PRV valve (in series). 1 :sa ca.a:.. 4 ., a Mn11lfnn -.. InI--+-%r M—frir4 I nminn Mirmal rf Project Engineer. Tetra Tech was selected to provide miscellaneous enhancements/rehabilitations to improve the reliability of the District's Regional Lift Station. The project included installation of a 13,000 gallon per minute independently -powered, self -priming, backup pumping system which will engage during loss of power (whether scheduled or emergency) or routine pump maintenance, the downsizing one of five existing sewage pumps with the installation a sewage grinder to better handle low flow conditions and the addition of supplementary wet well capacity to mediate issues with the existing wet well overflow. The project included rehabilitation to an existing wet well and a removable roof installation over the existing valve vault to allow easier access for future maintenance. The construction sequencing is of key importance as the lift station is required to remain on-line throughout enhancements. J.B. Latham Wastewater Treatment Plant Miscellaneous Improvements - Digester 4 Rehabilitation, South Orange County Wastewater Authority, Dana Point, CP Project Engineer. Rehabilitate an existing 45-foot diameter digester, including modifications to their existing digester control room for Digester 3 and Digester 4 at the J.B. Latham Wastewater Treatment Plant. The project includes the repair and coating of the concrete digester walls, the removal/replacement of most existing digester piping/appurtenances, and replacing existing gas mixing lances. City Council 21 — 65 5/17/2022 TETRA TECH SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Jaden Miller, EIT 'design F-igineer Mr. Miller has provided design engineering in various water projects including water main replacements and disinfection system facilties. Responsibilties have been utility research, field checks, preparation of construction plans, and cost estimates. EXPERIENCE Indian Hill Boulevara water main Replacement, JA Salazar, Compt, Ct As Design Engineer completed the design plans for a water main project in the City of Claremont and Los Angeles County. The work was completed as part of a design -build contract with JA Salazar. Work included: existing utility research and base map t; d t b d t ; d Education: BS, Civil Engineering, California State University, Fullerton, 2018 Registrations/Certifications: Engineer -in -Training, California, No. 170827, 2020 Office Location: Irvine, CA Total Years of Experience: Years with Tetra Tech: I Compton Are _____...._....__r.___..._.._, ..__._._....r_...._, Compton, G.. As Design Engineer completed the design plans for a water main project in the City of Compton and Los Angeles County. The work was completed as part of a design -build contract with Precision Pipeline. Work included: existing utility research and base map preparation, determining abandonment required, alignment selection and field check surveys, interaction with GSWC project manager with plan check comments, procurement of permit. Total water main footage was approximately 20,000 feet of 8-inch pipe. rueunsun ruUd mdill rXVNidcVinenL, rfuciswn riWviinv, ndwLnur ilu inyiewuuu, %,, As Design Engineer completed the design plans for a water main project in the City of Hawthorne and Inglewood. The work was completed as part of a design -build contract with Precision Pipeline. Work included: existing utility research and base map preparation, determining abandonment required, alignment selection and field check surveys, interaction with GSWC project manager with plan check comments, procurement of permit. Total water main footage was approximately 17,000 feet of 8-inch pipe. Lennox Boulevard Area Water Main Replacement. Golden State Water Companv. C, As Design Engineer completed the design plans for water main projects in the Southwest District in the City of Lennox. Work included: existing utility research and base map preparation, determining abandonment required, alignment selection and field check surveys, interaction with GSWC project manager with plan check comments, obtained approval of fire hydrant locations from Los Angeles County Fire Department, and prepared letter and exhibits for Department of Public Health approval. Total water main footage was approximately 13,000 feet of 8-inch pipe. Fern Avenue Area Water Main Replacement. Golden State Water Companv. C, As Design Engineer completed the design plans for water main projects in the Orange West System in the City of Stanton and Garden Grove. Work included: existing utility research and base map preparation, determining abandonment required, alignment selection and field check surveys, interaction with GSWC project manager with plan check comments, obtained approval of fire hydrant locations from Orange County Fire Department, and prepared letter and exhibits for Department of Public Health approval. Total water main footage was approximately 4,100 feet of 8-inch pipe. Live Oak and Lvnrose Water Main Replacement_ Golden State Water Comnanv. CA. As Design Engineer completed the design plans for water main projects in the Southwest District of Arcadia. Work included: existing utility research and base map preparation, determining abandonment required, alignment selection and field check surveys, interaction with GSWC project manager with plan check. Total w Ity ouncll 1 — /17/2022 TETRA TECH SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Erin Cabanero, PE Pipeline Ms. Cabanero has provided design engineering in various water and wastewater projects including domestic and reclaimed water pipelines, water main replacements, gravity sewer mains, pump stations, lift stations, reinforced concrete reservoirs, steel tank reservoirs, wells, flow control facilities, and pressure reducing valve vaults. Erin has also assisted our engineering design team with preparation of construction plans, specifications, and design calculations. EXPERIENCE Well No. 32 Rehabilitation, City of Santa Ana, C) Design Engineer. Provided engineering planning and design to assist with the rehabilitation of Well 32. The project includes the construction of new CMU block well building and sodium hypochlorite building, sodium hypochlorite disinfection facility approximately 3 300 linear Education: B.S., Civil Engineering, University of California, Irvine, 2009 Reg istrations/Certifications: Professional Civil Engineer, California, No. 89704, 2018 Professional Affiliations: American Society of Civil Engineers Office Location: Irvine, CA Total Years of Experience: feet of 16-inch pipe from Well 32 to John Garthe Reservoir, bore and jack under channel crossing, and site improvements. Pipeline from Baker Pump Station to OC-76, El Toro Water District, Lake Forest, CA Design Engineer. Design of 5,100 feet of pipeline to minimize the pressure increase within the R-6 Pressure Zone as a result of the Baker Pump Station. Peter W.,4 - .,—A o, --1, 1n1.,4— I...,:. CA Design Engineer for over 17,000 linear feet of 10-inch to 16-inch steel and PVC pipeline. This was a joint project with the City of Irvine, City of Tustin, County of Orange, and Caltrans. Project included three storm drain diversion structures and intake design, hanging the pipeline from two bridges, bore and jack under the railroad and backpressure vault. "u Ir111aMU ...Y..,.d YY.Lar E�Nuaw, vcuvuamua.NuLvia�a., vvnca.c, vim. Design Engineer. The La Mirada Recycled Water Expansion Project will provide recycled water to irrigate several large landscaped facilities such as La Mirada Golf Course, La Mirada Regional Park, Behringer Park as well as schools and several City facilities. Forty-nine potential recycled water users were identified with an estimated irrigation demand of 930 acre feet per year. West Chanfilnr Wnll Rniifh rrnrlrly Wnll and Pinnlinn Mnca rnncnlirlafnrl Wafnr nicfrirrf rnsta Mesa, CA Design Engineer for the drilling and equipping of Well Nos. 12 and 13, two new potable water wells (approximately 1,050 feet deep), to provide additional local water reliability to the customers of Mesa Water District. The project involves the demolition of existing buildings at Well Nos. 12 and 13 properties within the City of Santa Ana. Both wells are located outside of Mesa Water's service area and will require the construction of approximately 4,400 feet of pipeline to connect the proposed wells to Mesa Water's existing system. Each well site includes the construction of a vertical turbine pump estimated to produce approximately 3,000 gpm, new CMU block well building, new chemical storage facility, sodium hypochlorite and aqua ammonia disinfection facility, and site and landscaping improvements. Nk�..N%J1. �%JUI�„CA.M ...,,or Main RehawINILaLIWIN, %.ILy W1 1.�VVNv1L Design Engineer. Provided engineering support for the replacement/rehabilitation of the existing 20/16-inch cast iron pipeline constructed in the mid-1920s within Newport/Balboa Boulevard from the intersection of Via Oporto and Central Avenue to the intersection of Balboa Boulevard and 19t" Street. This pipeline is vital as it provides water and fire flow protection to the businesses and residents in the Newport Bay and PeninsLQtgrftuncil 21 — 67 5/17/2022 TETRA TECH SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Erica Jenkins 9esigr '-igineer Ms. Jenkins has more than 28 years of experience and has been responsible for the preparation of water, sewer, reclaimed water pipeline projects, and project design reports for various water and sewer facilities. Erica has been responsible for completing the design, bidding, and construction management of over 150 miles of water/reclaimed water/sewer mains throughout Southern California. EXPERIENCE Education: BS, Civil Engineering, California State University, Fullerton, 1996 Reg istrations/Certifications: Engineer -in -Training, California, No. EX102020 Office Location: Irvine, CA Total Years of Experience: 28 ..,�.w,. dill Boulevard Water Main Replacement, JA Salazar, Years with Tetra Tech: Compton, CA. As Lead Design Engineer completed the design plans 28 for a water main project in the City of Claremont and Los Angeles County. The work was completed as part of a design -build contract with JA Salazar. Work included: existing utility research and base map preparation, determining abandonment required, alignment selection and field check surveys, interaction with client and GSWC project manager with plan check comments, procurement of permit. Total water main footage was approximately 4,500 feet of 8-inch and 12-inch pipe. Compton Area Water Main Replacement, Precision Pipeline, Compton, CA As Lead Design Engineer completed the design plans for a water main project in the City of Compton and Los Angeles County. The work was completed as part of a design -build contract with Precision Pipeline. Work included: existing utility research and base map preparation, determining abandonment required, alignment selection and field check surveys, interaction with client and GSWC project manager with plan check comments, procurement of permit. Total water main footage was approximately 20,000 feet of 8-inch pipe. Atkinson Area Main Replacement, Precision Pipeline, Hawthorne and Inglewood, Cl- As Lead Design Engineer completed the design plans for a water main project in the City of Hawthorne and Inglewood. The work was completed as part of a design -build contract with Precision Pipeline. Work included: existing utility research and base map preparation, determining abandonment required, alignment selection and field check surveys, interaction with client and GSWC project manager with plan check comments, procurement of permit. Total water main footage was approximately 17,000 feet of 8-inch pipe. Lennox Boulevard Area Water Main Replacement, Golden State Water Compal_„ __ __ As Lead Design Engineer completed the design plans for water main projects in the Southwest District in the City of Lennox. Work included: existing utility research and base map preparation, determining abandonment required, alignment selection and field check surveys, interaction with GSWC project manager with plan check comments, obtained approval of fire hydrant locations from Los Angeles County Fire Department, and prepared letter and exhibits for DPH approval. Total water main footage was approximately 13,000 feet of 8-inch pipe. Santa Ana Canyon Road Transmission Main and Pressure Reducing Station No. 67, Cit, Anaheim, CA Design Engineer for the preparation of plans, specifications, cost estimates and construction services for the construction of 2,000 linear feet of 36-inch steel pipeline. In addition to the construction of steel piping, a pressure reducing station was constructed to reduce pressure from Zone 750 to Zone 640 and Zone 475. Anaheim Hills Koad I ransmission Main Phase I, GO of Anaheim, G,P Design Engineer of approximately 3,500 linear feet of 30-inch water main parallel to the existing 21-inch and 24-inch diameter water main in Anaheim Hills Road from Nohl Ranch Road to Santa Ana Canyon Road. Intermediate tie-ins were d i ounce — /17/2022 TETRA TECH SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Cory Heggtveit, EIT MWD Coordination & Construction Support Mr. Heggtveit has provided design engineering in various water and wastewater projects including domestic and reclaimed water pipelines, water main replacements, gravity sewer mains, pump stations, lift stations, reinforced concrete reservoirs, flow control facilities, recycled water customer conversions, and pressure reducing valve vaults. Cory's responsibilities have included preparation of construction plans, specifications, and design calculations; and assisted supervisors in preparing project memorandums. EXPERIENCE Education: BS, Civil Engineering, California State University, Long Beach, 2009 Reg istrations/Certifications: Engineer -in -Training, California, No. 121854, 2005 Office Location: Irvine, CA Total Years of Experience: 20 Years with Tetra Tech: 20 Mid -City N_ jhborhood Water Main Replacement Project, City of Santa Ana, C; Design Engineer for approximately 9,000 linear feet of 12- and 8-inch PVC water main to replace existing water mains. Project included the hot tap of two existing water mains and 15 cut in connections. Pric4n1 C4rnn+ to/irinninry Wnfnr RAnin Pnnlnrrmmnn4 Drninr+ (`ifir of Cnnfn Ann re Design Engineer for approximately 6,000 linear feet of 12- and 8-inch PVC water main to replace existing water mains. Pressure Rerlurinn Station Reloratinn Prnier_t_ Mnifltnn Ninuel Water DiStrirt_ I aniina NinuP CA. Project Coordinator. Responsible for the Pressure Reducing Station Upgrades for the District. This work included the relocation of three pressure reducing stations. The stations were located within the street right-of-way and relocated in an existing parkway. Mathis Oso-6,r,,.,,a, N.—Aiton N.y,Ael WaL-. Distri%.., �wy�.�a Niguel, CA. Project Coordinator. Engineering design of the Flow Control/Pressure Reducing Station for the District. The existing pressure reducing station was modified to include flow control capabilities. The piping arrangement within the existing vault was modified, the size of valves was changed and the new flow control/pressure reducing station was re -located within the street right of way in a left turn pocket. Carlsbad Seawater Desalination Convevance Pioeline. KSD Joint Venture. Carlsbad. C: Design Engineer for 52,000 linear feet of conveyance pipeline which serves the product water from the 50 mgd desalination plant in the City of Carlsbad. Pipeline diameter is 54-inch welded steel pipeline operating at a maximum pressure of 500 psi. Tetra Tech provided design services on the $150 million Design -Build conveyance pipeline and flow regulatory facility. Home Depot Cente rivel-Ell, West Basin M Jpal Water District, Carson, CA. Design Engineer of an above ground swivel ell facility to enable the Home Depot Center in the City of Carson, in the event of an extended recycled water plant outage, to switch from the recycled water system to the potable water system for irrigation purposes. Imperial Avenue Kecvcled Water Lateral, West Basin Municipal Water District, EI 5equndo, LA. Design Engineer for approximately 5,000 linear feet of 6-inch PVC recycled water main within the City of El Segundo. �+ nncwae �ucnc�caiuyc vu.�.� rcc �cNuaicme�a .—J--L, v�w�aJ.� Coun.,y ■.uac District, Fountain Valley, CA. Design Engineer to provide design services to improve flow of water into the District's groundwater recharge basins. Design included removal of approximately 8 feet of 48-inch RCP and installation of new 48-inch steel pipe. The design for Miller Basin provided for a secondary inlet including about 200 feet of 42-inch steel pipe, a concrete junction structure connection to an existing 72-inch pipeline and an impact outlet structure. The project also involved permitting and coord i 21 — 69 5/17/2022 TETRA TECH SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Mazen Kassar, PE Electrical/Controls Engineer Mr. Kassar has more than 29 years of experience in electrical engineering and industry standard that includes electrical engineering staff management, project management, construction management and supervision, water and wastewater treatment, petro-chemical design, and environmental soil and groundwater treatment. Mazen's background includes designing medium and low voltage power distribution, designing instrumentation, control systems and SCADA systems for a wide -variety of projects, and the installation of electrical systems for remediation projects, including soil vapor extraction systems and groundwater pump - and -treat systems. Other experience includes, working with utility companies to provide new electrical service to new projects, working with local Building and Safety Departments to obtain Plan Check and construction permits, field trouble shooting of electrical and mechanical systems, system commissioning and startup. EXPERIENCE Carlsbad Seawater Desalination Conveyance Pipeline, KSD Joint Venture, Carlsbad, CA Managed electrical design for 52,000 linear feet of pipeline that serves the product water from the planned Education: BS, Electrical Engineering, California State University, Long Beach, 1990 Reg istrations/Certifications: Professional Electrical Engineer, California, No. 15809, 1998 General Construction, Class B, California, No. 777845, 2008 ETAP Electrical Power Modeling, 2010 Professional Affiliations: Institute of Electrical and Electronics Engineers Office Location: Irvine, CA Total Years of Experience: 29 50 mgd desalination plant in the City of Carlsbad. Pipeline diameter is 54-inch welded steel pipeline operating at a maximum pressure of 500 psi. The pipeline is routed through the cities of Carlsbad, San Marcos, and Vista. The electrical design included designing power for cathodic protection system at multiple locations, designing power, control and instrumentation for large flow control facility and underground turnouts. Mid -Basin Injection: Centennial Park Design Services, Orange County Water District, Fountain CA Four injection wells are included in this project and will be constructed below ground vaults. Wells are proposed to inject 12 MGD of GWRS water into the principal groundwater aquifer approximately 1,200 feet below ground surface. Submersible backflush pumps will be installed within the injection wells. Electrical Engineer responsible for designing two shared facilities' power distribution, injection well's instrumentation and control, communication with the other sites and headquarters. Long Beach 8 Valve Improvement, Electrical Power Svstem Upgrade. Long Beach Water Department, Long Beach, CA. Tetra Tech provided full service Construction Management Services for the Long Beach Water Department during construction for Long Beach Valve 8 Improvement Project. Work involved connection to the MWD pipeline at the Long Beach Valve 8 project sites just east of the intersection of Wardlow Road and Cherry Avenue complete with pipeline replacements and electrical and instrumentation upgrades. Mr. Kassar provided electrical and SCADA assistance during startup of the facility. SJVWB-ERRP Phase 1 Well Equipping and Treatment Facilities Preliminary Desian. Eastern Municipal Water District, San Jacinto, CA. Supervising the electrical design for a project that includes preparation of a Preliminary Design Report with an evaluation of the pipeline corridors from four wells to a central treatment plant, review of treatment technology for iron and manganese removal, disinfection using chloramines, booster pump station and reservoir and well equipping evaluation. Preliminary design drawings will be prepared to a 30% design level that addresses the civil site, mechanical, process, electrical and instrumentation components of the treatment and blending facility, site work and pipeline plan and profile sheets. Project field work will consist of a geotechnical investigg�1fp(pbaftyVell sites, treatment plant and pipelipq coV#ors, aerial and groung/sI4M22 potholing and corrosion analysis. TETRA TECH SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Eric Yuen, PE, SE Structural Engineer Mr. Yuen has more than 14 years of experience in the design, analysis, and detailing of structural engineering. Eric is knowledgeable in reinforced concrete, masonry, structural steel and wood frame design, and construction for a variety of building and infrastructure projects including reservoirs and water/wastewater treatment facilities, pump stations, lift stations as well as seismic retrofit of existing structures. EXPERIENCE SA-3, SA-4 and SA-5 Vault Relocations, City of Santa Ana, CA. Structural Engineer for the design and construction phases of three pressure reducing valve vaults. The project included the design of steel and ductile iron yard piping and connections to the existing City system, pressure reducing valves, and concrete vaults. Education: BS, Civil Engineering, California State Polytechnic University, Pomona, 2007 Registrations/Certifications: Professional Civil Engineer, California, No. 75983, 2009 Professional Structural Engineer, California, No. 6177, 2014 Professional Affiliations: American Institute of Steel Construction Office Location: San Dimas, CA Total Years of Experience: 14 Well No. 32 Rehabilitation. Citv of Santa Ana. Cf Structural Years with Tetra Tech: Design Engineer. The project involved the preparation of a PDR and 14 plans/specifications for the rehabilitation of the well facility. The underground well would be scraped, cleaned and modified to be within an above ground CMU block control building (housing mechanical and electrical rooms). The design also included civil, structural, and electrical improvements to the park adjacent to the well site; a separate on -site generation sodium hypochlorite building; 3,500 feet of 12-inch discharge pipe to John Garthe Reservoir; pressure control vault and chemical injection vault for both Well 32 and the City's existing Well 24; and modification at the reservoir to connect to the on -site piping. ..,jnty Water Dish ..,,«. CA. Structural Engineer responsible for the design of four injection wells to be located within Centennial Park in the City of Santa Ana for Orange County Water District. In addition to the engineering services for the four injection wells, the project includes the design of the supply pipeline, backflush pipeline, bridge crossing, two shared facility sites, a monitoring well site, site improvements, and paving of park access roads and parking lots. essure Reducing station Kelocatlon, Ivlounon Nlguell vvater ulstrwt, Laguna Niguel, CA. Structural Engineer for the Pressure Reducing Station Upgrades for the District. This work included the relocation of three pressure reducing stations. The station was located within the street right-of-way and relocated in an existing parkway. Mathis Oso-Bypass, Moulton Niguel Water District, Laguna Niguel, C. Structural Engineer for the Flow Control/Pressure Reducing Station for the District. The existing pressure reducing station was modified to include flow control capabilities. The piping arrangement within the existing vault was modified, the size of valves was changed and the new flow control/pressure reducing station was re -located within the street right of way in a left turn pocket. Lvng oeat:n valve mepiaceMent, Long Beach Water uuparirnerit, Long oeach, Gr Structural Engineer for improvements to an existing Flow Control/Pressure Reducing Station for the Department. The improvements included the removal of existing piping and control valves with the replacement of new butterfly valves and plunger valves. The pressure reduction in this station was approximately 180 psi and required that the plunger valve be designed and sized properly to handle such large drop at this station. City Council 21 — 71 5/17/2022 TETRA TECH SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-i 27 Peter Kim, PE, PTE Traffic r'ontrol Mr. Kim has more than 27 years of experience in transportation and traffic engineering. Peter's project experience includes numerous traffic signal designs, street lighting plans, ramp - metering plans, traffic monitoring stations, signing and striping plans, traffic control plans for major freeway projects, and traffic impact studies for various developments. Peter has been responsible for over 20 freeway projects requiring preparation of traffic design plans and traffic management plans throughout Southern California. Mr. Kim has also prepared traffic control plans for various water districts on more than 100 projects. Additionally, Peter is the owner/principal of PMK Associates, Inc., a SBE certified firm which provides traffic engineering services to Tetra Tech along with other commercial and private clients. EXPERIENCE Education: BS, Civil Engineering, Cal Poly Pomona, 1989 Reg istrations/Certifications: Professional Civil Engineer, California, No. 51616, 1994 Professional Traffic Engineer, California, No. 1871 Professional Affiliations: American Society of Civil Engineers Institute of Transportation Engineers Office Location: Irvine, CA Total Years of Experience: 27 Years with Tetra Tech: nn .: nn ... .IL.. . nl:—..—I \AL.L. e���ation o - nc ransrr'��'-~ 27 I nl:-..-I r►A Mr. Kim was contracted by Tetra Tech to prepare traffic control plans along Oso Parkway at Cabot Road in the City of Laguna Niguel. Harvarri Axle. Tr-r-k -qp'kn/pr Diversion Rfrilt-fure Rehabilitation. Irving Ranch Water District, Irvine, CA. Traffic Engineer. Prepared six (6) traffic control plans in the City of Irvine. Regional Lift Station Force Main Renlacement. Moulton Niguel Water District, Moulton Niguel, CA. Traffic Engineer. Prepared nine (9) traffic control plans in the City of Aliso Viejo. Peter's Canyon Channel Water Capture & Reuse Pipeline, Irvine Ranch Water District, Irvine, CA. Mr. Kim was contracted by Tetra Tech as the Lead Traffic Engineer for the preparation of traffic control plans for 17,000 linear feet of pipeline along Harvard Avenue in the City of Irvine. Carlsbad Seawater Desalination L;onve) Le Pipeline, Poseidon Resources Corporation, Mr. Kim was contracted by Tetra Tech as the Traffic Engineer Lead for the preparation of traffic control plans for 52,000 linear feet of pipeline that serves the product water from the planned 50 mgd desalination plant in the City of Carlsbad. Pipeline diameters ranged from 24-inch to 54-inch welded steel pipeline operating at a maximum pressure of 800 psi. Seven flow control facilities were planned. The pipeline was routed through the cities of Carlsbad, San Marcos, Vista and Oceanside. In addition, there were two bridge crossings, Caltrans right-of-way crossing, railroad crossing, and several bore and jack crossings located throughout the project. Final Traffic Control plans were prepared for permitting through the City of Carlsbad and Caltrans. ^^*r Under PMK Associates, as the Lead Traffic Design Engineer, Mr. Kim was responsible for preparing corridor -wide traffic study report and corridor wide master overhead sign plans, master corridor operating system and master corridor lighting plans for SR-241 Foothill Transportation Corridor. Anaheim Regional Transportation Intermodal Center (ARTIC), City of Anaheirr. Under PMK Associates, as the Lead Traffic Design Engineer, Mr. Kim was responsible for the 100% PSE for traffic signals, signing and striping, stage construction, and street lighting for ARTIC; a transit hub designed to tie together freeways, bus routes, and rail system as well as allow for future expansion to incorporate the Cale QPAi T_SP@@ J Coil City Council 21 - 72 5/17/2022 TETRA TECH SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Nate Schreiner, PE, QSD Water Quality Management Mr. Schreiner manages domestic projects on behalf of government clients, applying a successful 14-year history of project management, hydrologic and hydraulic modeling, civil engineering design, condition assessments of a variety of infrastructure, and cost estimating. Nate has performed hydrologic and hydraulic analyses of various types of drainages including culverts, channels, rivers, and alluvial fans. Previously he was involved in projects involving USACE Periodic Inspections of levees, FEMA levee certification, and master drainage plans. He has inspected approximately 300 miles of levee in various states and is well versed with USACE facilities. Nate has been involved in all phases of the project life -cycle including site investigations, preliminary design, public outreach, PS&E, QA/QC, and construction support. As a Qualified SWPPP Developer (QSD) Mr. Schreiner has ample Education: BS, Environmental Engineering, California Polytechnic State University, San Luis Obispo, 2006 Registrations/Certifications: Professional Civil Engineer, California, No. 74974, 2009 Qualified SWPPP Developer, Certificate No. C74974 Total Years of Experience: experience with providing Stormwater Pollution Prevention Plans (SWPPP) for construction activities. EXPERIENCE Silver Lake Reservoir Stormwater Capture, City of Los Angeles Bureau of Engineering, Los A Project Manager for the pre -design phase of the project to construct stormwater infrastructure to capture stormwater from a 170-acre watershed and divert it to the Silver Lake and Ivanhoe reservoirs in Los Angeles, CA. To offset the potable water demand associated with maintaining historic water levels in the reservoirs, stormwater from the local watershed is proposed to be redirected into the Reservoirs. Various types, sizes, and locations of stormwater infrastructure and BMPs were evaluated and selected to assist the City in meeting their stormwater capture goals. Nate guided the project engineer in the hydrologic and hydraulic modeling, and reviewed all project submittals. Nate also coordinated with the City's Street and Stormwater Division project manager and staff at a pre -design review meeting. r .,.., 4 D. — rr — - —4. — C. —;4--" — n; - —f I — - /t -- -- - ' - — r—. —4— V— r-nrcnn r Project Manager. Responsible for preparing the plans, specifications and estimates, from concept to detailed design. Carriage Crest Park was identified in the Enhanced Watershed Management Program as a high -priority site for a regional stormwater capture project due to its proximity to two large storm drains with a total drainage area exceeding 1,100 acres. ,ayfair Park Stormwater and Runoff Capture, City of Lakewood, CA. Project Engineer. Responsible preparing the plans, specifications and estimates, from concept to detailed design. Tetra Tech was contracted to evaluate the potential site location and develop this stormwater runoff and capture project. The project consists of an air -inflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Clark Channel through a pre-treatment system to remove trash, debris, and sediment. A drainage pipeline will convey the water into a large, buried multi -chambered storage and filtration facility. The stormwater collected in the underground reservoir will be treated and used to irrigate the park's landscaped areas. The system will monitor the weather conditions and the facility through a secured cloud based system. The underground storage system is 4.5 million gallons (13.8 ac-ft). The goal of the project was to not only help the City comply with the metals Total Maximum Daily Loads, as presented in the Los Cerritos Channel Watershed Management Program, but also provide additional benefits, such as revitalized park infrastructure and augmentation of local water supplies. City Council 21 — 73 5/17/2022 TETRA TECH SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Jason Fussel, PE, QSD, ENV SP Envision Certification Mr. Fussel is an Envision TM Sustainability Professional and LEED Accredited Professional with extensive and relevant experience in the stormwater and Best Management Practice (BMP) arena, which includes successful implementation of sustainable design practices for a vast array of improvement projects. Jason's significant involvement in Low Impact Development (LID) and Stormwater Pollution Prevention and reduction projects in Southern California, specifically as Engineer -of -Record for several important Proposition " O" projects for the City of Los Angeles, Caltrans funded projects, and Proposition 1 projects provide the foundation for his continued leadership in the industry. To date, Mr. Fussel has been the design lead for the design and implementation of over $100 million in construction cost. Nate continues to improve upon his expertise through attending various LID conferences and presenting the fundamentals and approach to BMP design to colleagues and the public through engagement seminars and discussions. As a Qualified SWPPP Practitioner (QSP) and Qualified SWPPP Developer (QSD), Mr. Fussel has ample experience with providing Stormwater Pollution Prevention Plans (SWPPP) for construction activities and Water Quality Management Plans (WQMP). EXPERIENCE Education: BS, Civil Engineering, California Polytechnic State University, San Luis Obispo, 2003 Registrations/Certifications: Professional Civil Engineer, California, No. 70879, 2007 LEED® Accredited Professional, 2009 Qualified SWPPP Developer, Certificate No. 20231 Professional Land Surveyor, California, No. 9006, 2013 Envision TM Sustainability Professional, 2014 Professional Affiliations: American Society of Civil Engineers California Land Surveyors Association Office Location: Buellton, CA Total Years of Experience: 18 Years with Tetra Tech: Aliso L;reeK - Limekiln Creek Restoration Project, Ci*-- —r' -- 118 I Annplpc Riminnii of Fnninpprinn I nc Anrrpinc rA Project Engineer and Assistant Project Manager. Mr. Fussel is responsible for overseeing pre -design and design services. The project is located at the confluence of the concrete lined Aliso and Limekiln Creek flood channels, which merge together in the southern portion of the project site. The project improvements involve constructing several stormwater Best Management Practices (BMPs) intended to treat on -site and off -site runoff and reduce contamination in Aliso Creek, Limekiln Creek, and the Los Angeles River. The proposed BMPs include low flow channel diversions, stormwater pump stations, stormwater pre-screening devices, bioswales, vegetated detention/retention basin, the restoration of upland, riparian habitat, and BMP educational signage. The goal of the project is to significantly reduce the pollutant loads, as well as transform a specifically built flood control facility into a multi -function green infrastructure facility. The project will also be designed to achieve a Platinum Envision Rating. This important water quality project is part of the City's overall efforts through the Proposition O Bond Program to improve water quality and reduce pollutant loads that are currently being conveyed to the rivers, lakes, and oceans within the greater Los Angeles area. Alhinn PivPrQHP park Proiect. Cifv of I nc Annelpc Rnrpan of Ennineprina, Lpc AnnPIPc CA Project Engineer and Assistant Project Manager. Responsible for overseeing the pre -design services for the Albion Riverside Park Project. Tetra Tech also provided design and construction support services. The project, located adjacent to the Los Angeles River, involved transforming a six -acre site, previously used for dairy warehousing and distribution, into a riverfront park and recreational facility that will benefit nearby disadvantaged low income neighborhoods. In addition, the City is using the redeveloped property to increase the current capacity for managing stormwater runoff. This important water qualityproject is part of the City's overall efforts through the Proposition O Bond Progra nCItyi iCpweiWater quality and reduce pollutant Ib*dsftt are currently being WM70$®Q2o the TETRA TECH J. Fussel — Page 11 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 rivers, lakes, and oceans within the greater Los Angeles area. In addition, the project was designed to achieve a Platinum EnvisionTm rating. Storn-----`-�- "aptur- n--gram, �:� . _t __ "ygeles, p'• __.. _r Engine -ring, L��- A___ios, rA Program Manager. Serving as the Program Manager for the City of Los Angeles' Stormwater Capture Parks Program, for which he is overseeing pre -design services for the development of four stormwater capture projects as part of the second largest stormwater program undertaken in the state's history. In addition, Mr. Fussel is leading a programmatic watershed analysis of nine (9) projects to ensure project goals are met and to determine possible efficiencies in linking multiple project sites together and measuring their performance. Bolivar Park Stormwater and Runoff Capture Project, City of Lakewood, Ci Engineering Design Lead and Engineer of Record. Mr. Fussel is responsible for feasibility, conceptual and detailed design services to prepare final plans, specifications and estimates. Tetra Tech was contracted to evaluate the potential site location and develop this stormwater runoff and capture project. The project consists of an air -inflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Del Amo channel through a pre-treatment system to remove trash, debris, and sediment. A pump station and drainage pipeline will convey the water into a large, buried multi -chambered storage/infiltration facility. The stormwater collected in the underground reservoir will be treated and used to irrigate the park's landscaped areas. The system will monitor the weather conditions and the facility through a secured cloud -based system. The underground storage system is 2.8 million gallons (8.7 ac-ft). The goal of the project is to not only help the City comply with the metals Total Maximum Daily Loads, as presented in the Los Cerritos Channel Watershed Management Program, but also provide additional benefits, such as revitalized park infrastructure and augmentation of local water supplies. Environmental and Engineering Support for Vandenberg Tracking Station V%1-4— ""^;- Amerir_an Water Fnternrises_ Inr___ Vandenhern Air Fnrr_e Rase_ Lmmnnr__ r-Project Manager. Tetra Tech was contracted to provide environmental and engineering support services for the installation of a 4-inch water line and associated appurtenances at the Vandenberg Tracking Station at Vandenberg Air Force Base. Mr. Fussel was responsible for overseeing the survey and field verification, engineering design, and preparation of as -built drawings. .1ayfair Park Stormwater and Runoff Capture Project, City of Lakewood, Cl- Engineering Design Lead and Engineer of Record. Responsible for feasibility, conceptual and detailed design services to prepare final plans, specifications and estimates. Tetra Tech was contracted to evaluate the potential site location and develop this stormwater runoff and capture project. The project consists of an air - inflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Clark Channel through a pre-treatment system to remove trash, debris, and sediment. A drainage pipeline will convey the water into a large, buried multi -chambered storage and filtration facility. The stormwater collected in the underground reservoir will be treated and used to irrigate the park's landscaped areas. The system will monitor the weather conditions and the facility through a secured cloud based system. The underground storage system is 4.5 million gallons (13.8 ac-ft). The goal of the project is to not only help the City comply with the metals Total Maximum Daily Loads, as presented in the Los Cerritos Channel Watershed Management Program, but also provide additional benefits, such as revitalized park infrastructure and augmentation of local water supplies. City Council 21 — 75 5/17/2022 TETRA TECH J. Fussel - Page 12 SA-2 Pressure Control Station Relocation and Transmission Main Improvements RFP No. 21-127 Paula Fell CEQA Ms. Fell has more than 27 years of experience preparing environmental documentation and more than 23 years in a senior management role. Paula has prepared and managed California Environmental Quality Act/National Environmental Policy Act (CEQA/NEPA) documents including Initial Studies (ISs), Mitigated Negative Declarations (MNDs), Environmental Impact Report (EIRs), Environmental Assessments (EAs), and Environmental Impact Statements (EISs), for projects throughout California on behalf of federal, state, regional, and local agencies and private clients. Paula's expertise also includes data collection and analysis on environmental issues such as visual resources, land use, public services, biological resources, socioeconomics, recreation, and utilities. EXPERIENCE Education: MS, Environmental Sciences, California State University, 1993 BA, Biological Sciences, Kansas State University, 1981 Office Location: Irvine, CA Total Years of Experience: 27 Years with Tetra Tech: 5 VVC1Z11111ULV11 MVVIIUV L JILy r-ioiec, ,IVIMUOLed Nec -e Declarati City of Santa Ana, CA Project Manager. Managing the preparation of an Initial Study/Mitigated Negative Declaration for the development of a new water well, well building, chemical building, and other supporting facilities on a currently vacant lot in Santa Ana. Water Well "'- -_ 11_:1 r)roject. ^�^" ^__.. Y__�_�:__ City of Santa Ana r_A Project Manager. Preparing a Notice of Exemption and supporting documentation for the replacement of a hydro -generator unit for Well 39. Water Well No. 32 Proiect. Initial Studv/Mitiaated Neaative Declaration. Citv of Santa Ana. CA. Project Manager. Managing the preparation of an Initial Study/Mitigated Negative Declaration for the rehabilitation of existing Well No. 32 and construction of a new above ground well building and approximately 3,250 linear feet of new pipeline. Water Wells No. 12 and No. 14 and Pipeline Project, Initial Study/Mitiga__- .._�__.. _ _'eclaration, Mesa Water District Costa Mesa, CA. Senior Environmental Planner. Prepared an Initial Study/Mitigated Negative Declaration for the construction of two new water wells and associated pipelines. Prepared analysis for several CEQA resource topics and assisted with the public hearing for the project. Water Well Prolect Initial 5tudv, Glity of Huntington Beach, G� Senior Environmental Planner. Prepared an Initial Study for the construction of a new water well and associated pipeline. Prepared analysis for several CEQA resource topics. RD-HR I IWjj L 1111UGl LU.Y, Californ,G Beach, CP Project Manager. Oversaw the preparation of an Initial Study which included technical studies for air quality and greenhouse gas emissions. The project included the construction of an approximately 1.8 mile transmission line to connect existing wells at Station 8 and Station 22 to the existing 3.5 million gallon storage tank at Station 5. SARI Abandonment and Pine Severina Proier_t SFA/Fnvirnnmental Imnact Rennrt_ Orange County Flood Control District, C? Assisted with the preparation of the Supplemental Environmental Assessment/Environmental Impact Report and specifically prepared analysis for several resource topics including: water resources and hydrology; earth resources; aesthetics; safety and hazards; and public services and utilities. City Council 21 - 76 5/17/2022 TETRA TECH Leighton Consulting, Inc. (Leighton) provides geotechnical engineering, environmental consulting, and materials testing and special inspection services. Our firm enjoys a rich history in Southern California having provided professional engineering and geologic services for 60 years and earned a reputation as a leader in this field through our innovative yet practical design solutions and field support for construction projects. Leighton has been providing Tetra Tech geotechnical consulting services for over 20 years and understands the expectation and requirements of the design team and local agencies. Our 180 employees are strategically located throughout Southern California to serve our clients from offices in Irvine, Downtown Los Angeles, Rancho Cucamonga, Temecula, San Diego, Ventura, and Santa Clarita. Our staff is comprised of California licensed Geotechnical Engineers (GE), Professional Engineers (PE), Certified Engineering Geologists (CEG), Hydrogeologists (CHG), Professional Geologists (PG), and Registered Environmental Assessors (REA). Supporting the professional consulting services, we have in-house geotechnical and materials testing laboratories that are certified by Caltrans, AASHTO, Division of State Architects (DSA), and City of Los Angeles. Our local experience gives us an incomparable history and basis for understanding site issues and constraints. We have successfully completed projects with complex geology and constraints and won over 40 awards for engineering excellence. We have provided professional services for many water infrastructure projects, including water tanks and reservoirs, storm drains, storm channels, detention basins, sewer lines, potable water and recycled water pipelines, desalination plants, and groundwater replenishment facilities. f//,Lei hton City Council 21 — 77 5/17/2022 R. Scott Foster, P.E. Education Principal B.S., Civil Engineering, Lehigh University, 1988 Scott Foster is the Principal and Owner of Scott Foster Engineering, Experience Inc. He has over 30 years of experience performing hydraulic 33 years modeling and analysis of pipeline surges and transients for over 700 Professional Registrations systems in both gravity and pressure pipeline systems, including Professional Civil Engineer water hammer and pipeline failure due to loss of power to pump CA C50860 stations, turbine units, valve operations, and pipeline breaks UT 5587955-2202 throughout the United States. He has extensive experience designing WA 38053 surge control devices such as surge tanks, standpipes, vacuum relief OR 67001PE valves, surge relief and surge anticipator valves, and flywheels in CO 45608 addition to developing flow control, pump station, and turbine NV 17199 operation parameters to reduce the effects of pressure surges. HI 10424 AZ 36737 As a recognized expert in the field, Mr. Foster has performed forensic Tx 115203 analyses and field testing of systems related to pipeline failures and GA PE036044 NC 52696 operational issues to identify the causes and recommend measures to eliminate the problems. He has participated in multiple value Professional Memberships engineering studies requiring the review of surge analyses performed ASCE by other consultants using commercially available computer programs AWWA and verifying these results using programs different from those employed in the analysis. He has served as an expert witness on water hammer issues and conducted numerous presentations to private and governmental agencies on water hammer and pressure surges. Relevant Experience Diamond Valley Lake/Inland Feeder, Riverside County, CA Metropolitan Water District of Southern California Scott was responsible for the hydraulic analyses and evaluation of the effects of pressure surges associated with the operation of the system's twelve 175-cfs reverse pump/turbine units and associated pressure control structure, together with the PC-1 pressure control structure for flows in excess of 1,100 cfs. He also performed hydraulic and pressure surge analyses and recommended surge protection measures for up to an additional 400 cfs from the San Bernardino Valley Municipal Water District's Redlands Pump Station pumping into the Inland Feeder for delivery to MWD and San Bernardino Valley Municipal Water District facilities. Allen McCulloch Pipeline/OC-88 Pump Station, Orange County, CA Metropolitan Water District of Southern California The sudden failure of a 66-inch diameter PCCP section of the Allen McCulloch Pipeline (AMP) led to a forensic analysis of the cause of the failure and solutions to prevent a repeat event. As part of this project, MWD decided to direct connect the 150 cfs OC-88 Pump Station to the AMP, necessitating a surge analysis to prevent the operation of the pump station from adversely impacting the AMP. Scott performed a detailed hydraulic and pressure surge analysis to determine the cause of the failure of the AMP. He recommended new valve operating times to prevent maximum HGL elevations from exceeding the allowable during multiple system operations. He then analyzed the surges created through the direct connection of the 150 cfs OC-88 pump station and 55 cfs turbine facility and recommended the installation two 23 ft diameter pressurized spherical s Ity Counci 21 — 78 5/17/202 of 3 surge tanks in addition to eight 12-inch diameter surge anticipator valves on the suction side of the pump station to prevent overpressurization of the AMP. As part of the project, analyses of the OC-88A pump station, the OC-82 pump station and 20 turnouts were also performed. Recommended surge protection at OC-88A in the form of an approximately 600 ft3 surge tank and two 12-inch surge relief valves was installed and testing verified that maximum HGL elevations in the AMP remained below the allowable. Flow control valve operating times were determined at each turnout to prevent adverse pressure surges from propagating back into the AMP. Baker Pipeline and Product Water Pump Station, Orange County, CA Michael Baker International/Irvine Ranch Water District Was Project Manager/Project Engineer for the surge analysis of the Baker Pipeline and pump station for the delivery of up to 53 cfs from the Santiago Lateral and Irvine Lake Pipeline. The flow was able to be delivered by gravity or though use of the Raw Water Pump Station to the WTP. Analyses involving the Product Water Pump Station concentrated on the effect the pressure surges generated by the pump station delivering 33 cfs would have on MWD's Allen McCulloch Pipeline (AMP) as well as to the South County Pipeline. Due to maximum pressure constraints on the AMP, a pressurized surge tank as well as a surge relief valve was recommended to be installed. Orange County Groundwater Replenishment Project, Orange County, CA Orange County Water District Was Project Manager/Project Engineer for the surge analysis of many aspects of the GWR Project. Surge analyses were performed for the reverse osmosis system including the Transfer Pump Station and the RO Feed Pumps under two phases of development. Surge analyses were also performed for the Barrier Pump Station and the effects of the surges generated on the Barrier Distribution system for flows up to 71 mgd. Finally, surge analyses were performed for the Project Water Pump Station and the Project Water Pipeline for four flow scenarios with a maximum of 192 mgd. Surge protection for the systems ranged from recommending minimum pipeline pressure classes to the installation of multiple surge tanks and vacuum relief valves. Sepulveda Canyon Bypass Project, Los Angeles County, CA Metropolitan Water District of Southern California Project Manager/Project Engineer - Surge analysis modeling was performed for the entire Sepulveda Feeder to determine the effects that sudden loss of load to the new turbine facility and the existing Venice facility would have on the feeder. The analyses showed that due to the numerous possible operating HGL conditions under which the system could operate, exceedance of the maximum allowable HGL elevations for the feeder between the two facilities was possible. Additionally, it was shown that the minimum HGL elevation would fall sufficiently far as to create a vacuum condition in the downstream end of the Sepulveda Tunnel. Lake Perris Bypass Facility Pump Station, Riverside County, CA Metropolitan Water District of Southern California Starting in 1991, Scott has performed multiple hydraulic and pressure surge analyses for Lake Perris Bypass Facility Pump Station under many operating and supply conditions. The pump station has the capacity to deliver up to approximately 250 cfs to the Mills Filtration Plant and/or Lake Perris, depending on the source of flow. Flow can be provided to the pump station from Lake Perris, the Casa Loma/San Diego Canal, or Diamond Valley Lake. Pipelines required for the modeling effort included the Inland Feeder, Eastside Pipeline, Lakeview Pipeline, Lake Perris Bypass, Box Springs Feeder, and the Santa Ana Valley s ity Counci 21 — 79 5/17/202 of 3 Pipeline. Due to maximum pressure limitations on both the upstream and downstream sides of the system, surge protection measures in the form of pressurized surge tanks have been recommended and installed at the pump station. Additionally, the Bernasconi Tunnel was fitted with three 10-inch vacuum relief valves to utilize the tunnel as a surge tank to prevent maximum pressures in the suction system from exceeding allowable values. Testing performed by MWD verified the results of the modeling. Bay Delta Conservation Plan, Northern California Metropolitan Water District of Southern California Scott performed hydraulic analyses to determine the feasibility of operating the proposed system under two potential pump operation alternatives: the Modified Pipeline Tunnel Option (MPTO) and Clifton Court Option (CCO). Under the MPTO, three 3000 cfs pump stations located at the upstream end of the system would take flow directly from the Sacramento River and deliver it through two tunnels to the Intermediate Forebay (IF) where it would then flow by gravity through two 40 ft diameter tunnels to the Clifton Court Forebay. For the CCO, the flow would come from three locations on the Sacramento River and flow by gravity through two tunnels to a junction structure where two 40 ft diameter tunnels would deliver the flow to two 4500 cfs pump stations located adjacent to the CCF. The analyses highlighted advantages and disadvantages of each, allowing MWD to use the information to assist them in determining their preferred alternative. Carlsbad Desalination Project Product Water PS and Conveyance Pipeline, San Diego County, CA Tetra Tech/San Diego County Water Authority The Product Water Pump Station consists of eight pumps that delivers up to 57 mgd of desalinated water through the approximately 53,000 ft long, 54-inch Conveyance Pipeline to the San Diego County Water Authority's Second Aqueduct. Scott performed hydraulic and pressure surge analyses for the system under multiple head, friction, and flow conditions. The maximum and minimum allowable pressures in pre -constructed segments of the pipeline required surge protection prepared by others to be reevaluated. Scott determined that surge protection in the form of three 26,000 gallon pressurized surge tanks were required to protect the system. Field testing showed the predicted results to be within three percent or less of the field test results. Additional Projects Additional systems he as analyzed for MWD and surrounding agencies include the Rialto and Etiwanda Pipelines/Etiwanda Power Plant, Greg Avenue Pressure Control Structure (PCS) and Power Plant, West Valley Feeder No. 2, Calabasas Feeder, La Verne Pipeline, Yorba Linda Pipeline, East Valley Feeder, Santa Monica Feeder, Box Springs Feeder, Bernasconi Tunnel, Lakeview Pipeline, Eastside Pipeline, Central Feeder and Redlands/Texas Street Pump Station, Box Springs Feeder, Santa Ana Valley Pipeline, and Sar Diego Pipelines 3 and 4. s ity Counci 21 — 80 5/17/202 of 3 City Council 21 — 81 5/17/2022 EXHIBIT C City Council 21 — 82 5/17/2022 OTETRA TECH January 13, 2022 Armando Fernandez, PE Senior Civil Engineer City of Santa Ana, Public Works Agency 215 South Center Street Santa Ana, CA 92703 Reference: Fee Proposal to Provide Engineering Design Services for SA-2 Pressure Control Station Relocation and Transmission Main Improvements — RFP No. 21-127 Dear Mr. Fernandez, Tetra Tech is pleased to submit our fee proposal to provide engineering design services for SA-2 Pressure Control Station Relocation and Transmission Main Improvements. All work will be performed on a time and material basis "not -to -exceed" the contract price and no additional compensation will be received beyond the price negotiated to be performed unless changes are approved in advance by an amendment to our contract signed by the City of Santa Ana (City). Attached is the City's Exhibit A, our fee proposal with a breakdown of labor hours by employee billing classification together with the cost of non -labor services, and our Hourly Charge Rate Schedule. The following is a summary of our Fee Proposal: Exhibit A Total without Envision: $672,500 Envision Fee: 67,500 TOTAL: $740,000 Optional Task — EIR $90, 000 Per Request for Proposal requirements, our proposal shall remain valid for 120 days after the date of submission. Thank you for considering our proposal, we look forward to the opportunity to work with you. Should you require additional information or have any questions, please feel contact me at 949/809-5156 or via email at tom.epperson@tetratech.com. Resp tfully, Tom Ep e son, PE Vice President TLE/de Attachments M:\Marketing\Proposals\FY 2021\Santa Ana_SA-2 Pressure Control Station Relocation City COUnCII 1789Yon`K"arman Avenue, Suite 500, 1rvine /M?614-5227 Tel 949.809.5000 Fax 949.809.5010 tetratech.com CITY OF SANTA ANA RFP NO.: 21-127 SA-2 PRESSURE CONTROL STATION RELOCATION AND TRANSMISSION MAIN IMPROVEMENTS EXHIBIT A FEE PROPOSAL, including hourly rates Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposal. I have examined the Scope of Services (Attachment 1). 1 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 dis7/t i to the City for clarification prior to the submission of my proposal. e President, Tetra Tech, Inc. Proposer's fee proposal shall be su mitted concurrently with the technical proposal, but in a separate file, clearly labeled as "Fee Proposal." This shall include the firm's Standard Hourly Fee Schedule with positions and fees and a Project Fee Schedule as listed below. All services performed by the consultant not specifically captured by the unit prices listed shall be compensated on a time and material basis: TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: Tetra Tech, Inc. Item Description Unit Estimated Unit Price Total Quantity 1. Meetings EA 10 $ 1,000 $ 10,000 2a. Preliminary Design EA 1 $207,900 $207,900 Report (PDR) 2b. Envision Support LS 1 $ 9,450 $ 9,450 3. Controls System EA 1 $ 32,000 $ 32,000 Design 4. Energy Design LS 1 $ 30,000 $ 30,000 5. Transient Analysis LS 1 $ 36,850 $ 36,850 (Optional) 6. Design of Distribution LS 1 $ 18,000 $ 18,000 Main (Optional) 7a. Final Plans, EA 1 $200,000 $200,000 Specifications and Estimates (PS&E) 7b• Envision Support LS 1 $ 37,800 $ 37,800 8a. Bidding and LS 1 $102,750 $ 102,750 Construction Phase Support Services 8b. Envision Support LS 1 $ 20,250 $ 20,250 City Council 21 — 84 5/17/2022 CITY OF SANTA ANA RFP NO.: 21-127 SA-2 PRESSURE CONTROL STATION RELOCATION AND TRANSMISSION MAIN IMPROVEMENTS 9. Commissioning, LS 1 $ 15,400 $ 15,400 O&MM Training and Reports 10. Operation and LS 1 $ 7,600 $ 7,600 Maintenance Manual (O&MM) 11. As-Builts LS 1 $ 12,000 $ 12,000 TOTAL $ 740,000 Items listed above shall be accompanied by an hourly breakdown at a minimum. City Council 21 — 85 5/17/2022 ©Fee Proposal Price Summary/ Totals r rrr SA-2 Pressure Control Station Relocation and Transmission Main Improvements Submitted to: City of Santa Ana (Attn: Arnando Fernandez, PE) Contract Type: TO " Pricing by Resource Project Phases / Tasks Tetra Tech -Confidential and Proprietary Page 1 of 1 Printed 1/12/2022 TETRATECH 2022 HOURLY CHARGE RATE AND EXPENSE REIMBURSEMENT SCHEDULE Project Management Project Manager 1 Project Manager 2 Sr Project Manager Program Manager Principal in Charge Engineers Engineering Technician Engineer 1 Engineer 2 Engineer 3 Project Engineer 1 Project Coordinator Project Engineer 2 Sr Engineer 1 Sr Engineer 2 Sr Engineer 3 Principal Engineer Planners Planner 1 Planner 2 Sr Planner 1 Sr Planner 2 Sr Planner 3 Designers & Technicians CAD Technician 1 CAD Technician 2 CAD Technician 3 CAD Designer Sr CAD Designer 1 Sr CAD Designer 2 CAD Director Survey Tech 1 Health & Safety H&S Administrator Sr H&S Administrator H&S Manager Construction $220.00 Construction Project Rep 1 $270.00 Construction Project Rep 2 $305.00 Sr Constr Project Rep 1 $340.00 Sr Constr Project Rep 2 $340.00 Construction Manager 1 Construction Manager 2 Construction Director $37.00 $96.00 $115.00 $130.00 $150.00 $165.00 $165.00 $175.00 $185.00 $210.00 $300.00 $104.00 $115.00 $125.00 $151.00 $175.00 $65.00 $75.00 $90.00 $105.00 $125.00 $150.00 $155.00 $50.00 $95.00 $115.00 $145.00 General & Administrative Project Assistant 1 Project Assistant 2 Project Administrator Sr Project Administrator Graphic Artist Technical Writer 1 Technical Writer 2 Sr Technical Writer Information Technology Systems Analyst / Programmer 1 Systems Analyst / Programmer 2 Sr Sys Analyst / Programmer 1 Sr Systems Analyst / Programmer 2 Project Accounting Project Analyst 1 Project Analyst 2 Sr Project Analyst $80.00 $90.00 $105.00 $120.00 $170.00 $190.00 $235.00 $67.00 $75.00 $95.00 $120.00 $130.00 $97.00 $124.00 $155.00 $77.00 $115.00 $130.00 $196.00 $90.00 $114.00 $155.00 Reimbursable In -House Costs: Photo Copies (B&W 8.5"x11") $ 0.15/Each Photo Copies (B&W 11"x17") $ 0.40/Each Color Copies (up to 8.5"x11") $ 2.00/Each Color Copies (to 11" x17") $ 3.00/Each Compact Discs $10/each Large format copies $0.40 S.F. Mileage -Company Vehicle $0.80/mile Mileage-POV $0.55/mile* *current GSA POV mileage rate subject to change All other direct costs, such as production, special photography, postage, delivery services, overnight mail, printing and any other services performed by subcontractor will be billed at cost plus 10%. City Council NOTE: Rates subject to change annually. 21 - 87 5/17/2022 EXHIBIT 2 PROJECT TITLE: SA-2 Vault Improvements PROJECT CATEGORY: Utility/Drainage/Lighting Improvements Municipal Facilities LOCATION MAP /� CITY OF SANTA ANA FY 21/22CIP CAPITAL IMPROVEMENT PROJECT WORKSHEET PROJECT DESCRIPTION: This project will replace the existing vault and mechanical, electrical, instrumentation and controls systems. PROJECT NEED: Replacement of this water connection will ensure system reliability and availability to the City's customers. PROJECT COSTS FY 21/22 FY 22/23 FY 23124 FY 24125 FY 25126 FY 26/27 FY 27/28 Engineering 830,000 - - - - - - Right -Of -Way - TOTAL 830,000 - - SOURCE OF FUNDS FY 21/22 FY 22/23 FY 23/24 FY 24/25 FY 25/26 FY 26/27 FY 27/28 WATER CAPITAL 830,000 - - - - - - TOTAL 830,000 - - AGENCY: DIVISION: CONTACT: DATE: Public Works Water Resources Armando Fernandez, Senior Civil Engineer 25-Apr-2022 City Council 21 — 88 5/17/2022 City Attorney Office http://citydesk/ca/ Item # 22 or City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Amendment to Agreement with Blue Technologies Smart Solutions for Access and Support Services for iManage Data Management Systems AGENDA TITLE: Approve an Amendment to the Agreement with Blue Technologies Smart Solutions for Access and Support Services for iManage Data Management Systems (General Fund) RECOMMENDED ACTION Authorize the City Manager to execute an amendment to the agreement with Blue Technologies Smart Solutions ("BlueTech") to provide increased data storage for continued access and support services for the iManage Data Management Systems ("iManage") for the remaining period of August 1, 2022 through July 31, 2024, increasing the annual billing amount by $4,800 for years two and three, for $30,050 annually, for the iManage System, and increasing the total not -to -exceed amount of the agreement to $95,350, which includes a $10,000 contingency, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City's Attorney's Office ("CAO")'s utilization of the iManage Data Management Systems reflects not only the vast scope of services provided by the office, but also the growing use of electronic data including the storage supporting documents required for legal services requested from the City's varied departments for use in litigation and transactional services. The increased data storage will allow CAO to store and access larger data sets, which have become more prevalent as technologies improve, and the means required to access those materials evolve. The iManage system, technical support, performance with our office, and overall reliability, continues to provide the best resource for legal data management system for CAO in the coming years. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. City Council 22 — 1 5/17/2022 Amendment to Agreement with Blue Technologies Smart Solutions for access and support services for iManage Data Management Systems May 17, 2022 Page 2 FISCAL IMPACT Funds are available in the City Attorney's Contract Services -Professional account (no. 01108032 — 62300) and will be budgeted in future fiscal years as follows: Fiscal Year Amount 2021-22 (utilized) $28,250 2022-23 $33,050 2023-24 $33,050 2024-25 $1,000 Total $95,350 EXHIBIT(S) 1. First Amendment to Agreement with BlueTechnologies Smart Solutions Submitted By: Sonia Carvalho, City Attorney Approved By: Kristine Ridge, City Manager City Council 22 — 2 5/17/2022 FIRST AMENDMENT TO AGREEMENT WITH BLUE TECHNOLOGIES FOR IMANAGE DOCUMENT MANAGEMENT SERVICES THIS FIRST AMENDMENT to the above -referenced agreement is entered into on May 17, 2022, by and between Blue Technologies Smart Solutions, LLC, ("BTSS"), 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-2021-137 ("Agreement") dated July 20, 2021, to provide document management services via the iManage Cloud service from August 1, 2021 through July 31, 2024. The Agreement is current and in -effect. B. The parties wish to amend the Agreement to increase the overall data storage required by the City and increase the compensation required for this additional data storage. The Parties therefore agree: 1. The Agreement is hereby amended to increase data storage as detailed in Exhibit A to this First Amendment. 2. Compensation is hereby amended to increase the annual costs by $4,800 for the 2nd and 3' year of the Agreement as detailed in Exhibit A to this First Amendment. The total amount to be expended during the term of this Agreement shall not exceed $95,350. 3. Except as modified by this First Amendment, all terms and conditions of the Agreement, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement on the date and year first written above. ATTEST DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By:d au LQ, Laura A. Rossini Chief Assistant City Attorney CITY OF SANTA ANA KRISTINE RIDGE City Manager BLUE TECHNOLOGIES SMART SOLUTIONS, LLC LL, 0",p By: C LAf-A Pgl�roc Title: c Page 1 of 1 City Council 22 — 3 5/17/2022 Exhibit A Amendment City of Santa Ana/City Attorney's Office -iManage Work Project - Additional Storage Pricing pt �. Man age Cloud - Additional 1TB storage $4,800 - Year 2 Priced per 1TB per year Invoiced upon execution iManage Cloud - Additional 1TB storage $4,800 - Year 3 Priced per 1TB per year I Year 3 Cloud Renewal invoice will increase $4,800 to $30,050. i Notes: • Amendment is effective 8/1 /2022 o Customer's iManage Cloud Subscription term is 8-1-2021 to 7-31-2024 • Customer will be invoiced $4,800 upon receipt of signed Amendment. • Customer's minimum annual iManage Cloud billing will increase to $30,050. • Total storage increases to 1,400GB • Terms and conditions per the agreement signed July 22"d, 2021 apply. City of Santa Ana/City Attorney's Office Signature Printed Name Date C*1 MUM�Fs Smart Solutions LLC, Confidential 22 — 4 P&11?f2022 Planning and Building Agency www.santa-ana.org/departments/planning-and-building/ Item # 23 or City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: On -Call Building Safety Division Consultant Service Agreements AGENDA TITLE: Approve On -call Building Safety Division Services for the Planning and Building Agency (General Fund and Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute agreements, as provided in the attached template approved as to form by the City Attorney, to engage each of the fourteen firms listed below for a period of three years, beginning May 17, 2022 through May 16, 2025, with the option to renew for up to one additional year, to provide on -call Building Safety Services for an aggregated not to exceed amount of $4,600,000. 4LEAF BPR Consulting Group Building Code Services Inc CSG Consultant's Inc. HR Green Pacific, Inc. JAS Pacific JLee Engineering, Inc. OC Plan Review LLC Scott Fazekas & Associates, Inc. The Code Group, Inc. (VCA Code Transtech Engineers, Inc. TRB & Associates True North Compliance Services West Coast Code Consultants, Inc. DISCUSSION On November 5, 2019, the City Council approved agreements with 14 consulting firms to provide the City with as -needed Building Safety Division services with an aggregated not - to -exceed $2,400,000 for a period of three years, ending November 5, 2022. Development activity in the City has been trending upward since 2011 and the high permit activity has been sustained even through the COVID-19 pandemic, as the Planning and Building Agency remained open for business to allow construction and development to continue and flourish. Building activity in the City remains at a high level and the approval of agreements with on -call consultants would allow for expedited customer services through plan check services that the building community is requesting. Continuing to City Council 23 — 1 5/17/2022 On -Call Building Safety Division Consultant Service Agreements May 17, 2022 Page 2 secure contract inspection staff provides a means to expeditiously service projects and reduce response time for inspection of general workload by permanent in-house staff. The Planning and Building Agency has continued to improve customer service by streamlining processes, such as by introducing an electronic plan review system, migrating to a digital environment through scanning of all building permit and plan records, and working to implement an online portal permitting system through a new comprehensive land management system. To meet continued construction activity and the associated Building Safety Services demand, staff recommends new agreements for on -call services to allow continuity of timely and first-rate customer service. SELECTION PROCESS On March 25, 2022, the Planning and Building Agency released a Request for Qualifications (RFQ) to seek firms to provide Permit, Plan Check, and Building Inspection Services on an as -needed basis. Vendors were required to submit descriptions of their firms, relevant experience and qualifications, references, and their proposed hourly rates at various levels through PlanetBids. The criteria for evaluating the proposals submitted considered the following: Firm/Team Experience 25% Understanding of Need 20% Relevant Project Experience 25% References 5% Fee 25% Proposals were accepted through April 8, 2022. The City notified 408 firms of the RFQ proposal period. Seven of those vendors were Santa Ana vendors. Thirty-four vendors downloaded the RFQ from PlanetBids, none of which were Santa Ana vendors. Of the 34 prospective bidders, 14 vendors submitted complete proposals by the deadline. Vendors from the previous Building Safety Division services agreement were also notified of the RFQ and were encouraged to submit for continued services. Of the 14 previously selected vendors, two were vendors located in Santa Ana. Those two vendors did not submit a proposal. The selection processes consisted of a three -member panel from the Planning and Building Agency and the Public Works Agency. The selected vendors will provide on -call Building Safety Division services including plan review, technical, inspection services, and expedited services for the Planning & Building Agency. An appointment to the pre -approved list does not guarantee work to a consultant. If needed, firms will be selected based upon their ability to perform the required work within the timeframe needed and budget constraints. The authorization of the City Manager to execute agreements for on -call Building Safety Division Services with the list of 14 firms will allow the Building Safety Division to hire qualified, experienced consultants for specific City Council 23 — 2 5/17/2022 On -Call Building Safety Division Consultant Service Agreements May 17, 2022 Page 3 projects and tasks promptly. As a result, staff will be better able to respond quickly to fluctuating demands and ultimately provide better service to the City of Santa Ana. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Accelerated plan check fees and expedited inspection fees paid to the City by the applicant for each project contracted out for Building Safety services will fully fund the consultants' cost to perform the respective plan check and inspections. Expedited inspection fees and accelerated plan check fees will be paid by the applicant before the consultant commences any work and the fees will be deposited by the applicant into the following accounts: • Expedited inspection services account no. 05316002-53618 and fees paid to the consultant will be recorded from account no. 05316021-62323; • Accelerated plan check fees account no. 05316002-53637 and fees paid to the consultant will be recorded from account no.05316021-62318; • As needed, monies from the General Fund will be utilized for processing City - related projects. • Building Safety permit and inspection services — contract services fees will be recorded in account no. 01116520-62300; and • Building Safety permit and plan check — contract services fees will continue to be recorded in account no. 01116530-62300. • Funds will be budgeted in FY 2021-22 and subsequent fiscal years in the listed accounts for the specified years of the term. Proposed Budget FY 2022 - 2025 Fiscal Year Accounting Fund Description Account Unit, Amount Unit Account Description May 2022 — June 05316021- Accelerated Plan Planning & Building — $400,000 30, 2022 62318 Check Accelerated Plan Check Total $400,000 2022/23 05316021- Expedited Planning & Building — $100,000 62323 Inspections Expedited Inspections 01116520- General Fund Contract Services- $300,000 62300 Professional 05316021- Accelerated Plan Planning & Building — $900,000 62318 Check Accelerated Plan Check City Council 23 — 3 5/17/2022 On -Call Building Safety Division Consultant Service Agreements May 17, 2022 Page 4 01116530- General Fund Contract Services- $100,000 62300 Professional Total $1,400,000 2023/24 05316021- Expedited Planning & Building — $100,000 62323 Inspections Expedited Inspections 01116520- General Fund Contract Services- $300,000 62300 Professional 05316021- Accelerated Plan Planning & Building — $900,000 62318 Check Accelerated Plan Check 01116530- General Fund Contract Services- $100,000 62300 Professional Total $1,400,000 2024/25 05316021- Expedited Planning & Building — $100,000 62323 Inspections Expedited Inspections 01116520- General Fund Contract Services- $300,000 62300 Professional 05316021- Accelerated Plan Planning & Building — $900,000 62318 Check Accelerated Plan Check 01116530- General Fund Contract Services- $100,000 62300 Professional Total $1,400,000 Grand Total $4,600,000 EXHIBIT(S) 1. Sample Agreement 2. List of Selected Building Safety Services Firms Submitted By: Minh Thai, Executive Director of Planning and Building Agency Approved By: Kristine Ridge, City Manager City Council 23 — 4 5/17/2022 AGREEMENT TO PROVIDE ON -CALL BUILDING SAFETY INSPECTION SERVICES THIS AGREEMENT is made and entered into this 17th corporation ("City"). ("Consultant"), and the City of Santa organized and existing under the Constitution RECITALS day of May, 2022 by and between Ana, a charter city and municipal and laws of the State of California A. On March 25, 2022, the City issued Request for Qualification No. 22-050, by which it sought Consultants to provide on -call building safety consultant services for the Planning and Building Agency of the City of Santa Ana. B. The scope of work may include any and all work efforts related to City projects to provide Plan Check and Building Inspection services and customer assistance for the City of Santa Ana. The intent is to minimize response time and improve customer services by supplementing in-house staff with consulting services on an as -needed basis. C. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFQ No. 22-050 and attached hereto as Exhibit A. D. Consultant has been selected as one of the fourteen (14) vendors which qualified for this engagement. Only those consultants approved by the City Council on May 17, 2022 shall be eligible to be engaged by the City for these services. E. 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 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 a. On an as -needed basis, and at the sole discretion of City, Consultant shall perform the services that are described in Exhibit A, attached and incorporated by reference as though fully set forth herein. 2. COMPENSATION a. As Consultant is one of fourteen (14) selected vendors selected by the City, City City Council 23 — 5 5/17/2022 Page 1 of 40 neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement, as approved by Council amongst the fourteen (14) selected vendors, shall not exceed Four Million Six Hundred Thousand Dollars and Zero Cents ($4,600,000). b. Where applicable, City shall recognize and pay for any outstanding invoices for work performed by any of the fourteen (14) selected vendors for building safety consultant services performed by the Consultant for work previously performed for the City. C. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to a one 1 year renewal, exercisable by a writing by the City manager and the City Attorney, unless terminated earlier in accordance with Section 16, 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. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and City Council 23 — 6 5/17/2022 Page 2 of 40 perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 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. Minimum Scope and Limit of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions): insurance appropriate to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim. 5. Broader Coverage: if the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions City Council 23 — 7 5/17/2022 Page 3 of 40 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). 2. Primary Coverage: For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation that any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require theConsultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies (applicable only to professional liability): City Council 23 — 8 5/17/2022 Page 4 of 10 i. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. 8. Verification of Coverage: Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. 10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its Consultants, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, City Council 23 — 9 5/17/2022 Page 5 of 10 restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant City Council 23 — 10 5/17/2022 Page 6 of 40 without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by 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) Santa Ana, CA 92702-1988 Fax: 714- 647-6956 Executive Director Planning and Building Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax: 714-647-5897 To Consultant: 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. City Council 23 — 11 5/17/2022 Page 7 of 40 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. 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. 15. 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. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. City Council 23 — 12 5/17/2022 Page 8 of 40 17. 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. 18. 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. 19. 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. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signatures on next page] City Council 23 — 13 5/17/2022 Page 9 of 40 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: randon Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL MINH THAI Executive Director Planning and Building Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT Name: Title: City Council 23 — 14 5/17/2022 Page 40 of 40 EXHIBIT A City Council 23 — 15 5/17/2022 SCOPE OF SERVICES General Description Building Safety Division of the City of Santa Ana foresees the submittal of many construction projects in the near future. Therefore, the City is seeking the services of professional consultants to support the efforts of City staff in the area of Building Safety Services including Plan Check Services, Inspection Services and Technical Services. Scope of Services A. Plan Review Services Consultant shall perform the following services for each assigned building plan review. 1. Detail review of the mechanical, plumbing, electrical and building (architectural and structural) plans. Review supporting documents for industrial, commercial, residential and public buildings and determine compliance with applicable building standards as related to existing and proposed buildings. 2. Review the plans for compliance with California state -mandated regulations for energy conservation, disabled access, green building standards and City adopted ordinances. 3. Review the plans for compliance with Federal Flood Plain regulations for projects in the special flood hazard area designated on the flood insurance rate map (FIRM) as Flood Zone A or AE. 4. Recheck and approval of final plans and supporting documents to be provided without additional charge for recheck. 5. Submittal of approved plans and all supporting documents to the City of Santa Ana. 6. Provide all necessary liaison with applicants via phone, e-mail or in person to expedite the review process and consult on complex code issues with City of Santa Ana Building Official. 7. Plan review report to be customized for each project and be delivered via fax, mail or e-mail to City and the applicant. 8. Structural portion of the plans to be reviewed by California Licensed Civil or Structural Engineer. 9. Plan reviewer to be consistent, accurate, available and responsive to the City and the applicant via phone, fax, e-mail and meetings. Also, the plan reviewer shall be available to the Building Official and his staff to help answer Code questions arising from review. Plan reviewer shall provide assistance in evaluation of alternate materials, design and methods of construction proposed by applicant. City Council 23 — 16 5/17/2022 10. Plan reviewer shall be available, at no expense to the City of Santa Ana, to meet at the City office with owners, architects, engineers and contractors to discuss the Plan Check issues. 11. Plan reviewer to verify that the job description, square footages, occupancy classifications and type of construction, on the permit application agrees with the plans and specifications. Plan reviewer will also verify the building valuation based upon valuation costs used by the City of Santa Ana. 12. Initial Plan review to be complete within ten (10) working days and recheck within five (5) working days. 13. Consultant fee for review services to be 55% of the City of Santa Ana Standard Plan Check Fee, excluding any accelerated plan check fee. 14. Hourly projects including revisions, deferred submittals, trusses, stairs, curtain walls, mechanical, plumbing and electrical plan reviews will be checked on an hourly rate of $100.00/hour when performed by a Certified Plans Examiner and a rate of $130.00/hour when performed by a registered Senior Plan Check Engineer. 15. Expedited Plan Review will be provided when requested for an individual project and will be an additional 30% of the plan review fees above. For Expedited Plan Review, the initial plan review to be complete within five (5) to seven (7) working days and recheck within five (5) working days. 16. Fee(s) are charged in conformance with the City's Miscellaneous Fee Schedule. 17. Provide in-house temporary staff. 18. Courier service for pickup and delivery of plans to the City shall be provided at no additional cost. 19. Plan review shall be performed electronically using the City's electronic plan review system when requested by the City. No additional fees shall be charged for electronic plan review. B. Building Inspection Services Consultant shall perform the following services. 1. Building inspection services for industrial, commercial, residential and public buildings to determine compliance with approved plans and documents as well as applicable building standards as related to existing and proposed buildings. 2. Building inspection services for compliance with California state -mandated regulations for energy conservation, disabled access, green building standards and City adopted ordinances. City Council 23 — 17 5/17/2022 3. Building inspection services for compliance with Federal Flood Plain regulations for projects in the special flood hazard area designated on the flood insurance rate map (FIRM) as Flood Zone A or AE. 4. Building inspectors shall be certified to perform inspections for compliance with applicable California Building Standards Codes. 5. Building inspectors shall complete all necessary City forms and documents, enter results, and follow the City's workflow when an inspection is conducted. Inspectors will provide accurate correction notices and inspection records. 6. Building inspections shall be charged at an hourly rate of $80.00/hour when performed by a Certified Building Inspector and a rate of $100.00/hour when performed by a Senior Certified Building Inspector. Mileage will not be reimbursed by the City. 7. Provide accelerated building inspection services on an as -needed basis. 8. Provide in-house temporary staff. C. Technical Services Consultant shall perform the following services. 1. Technical services shall be provided as -needed at hourly rates listed in Sections A and B above, based on the qualifications of the consultant that will provide the service. Technical services shall include training and technical studies with reporting, with rates ranging from $80.00/hour to $130/hour. 2. Permit technical services shall be charged at an hourly rate of $60/hour when performed by non -certified permit technicians and $75/hour when performed by Certified Permit Technician. 3. Structural Peer Review services shall be performed by a California registered Structural Engineer who has expertise in the current edition of ASCE 41 and performance -based structural design methodologies. Peer reviewer shall have technical expertise in the evaluation and retrofit of buildings similar to the one being reviewed and shall be familiar with the technical issues and regulations governing the work to be reviewed. Consultant shall provide a lump sum fixed fee for the structural peer review services based on the scope and complexities of the project. This fee shall be subject to the approval of the project applicant as a pass -through fee and shall be paid by the project applicant in conformance with the City's Miscellaneous Fee Schedule. City Council 23 — 18 5/17/2022 EXHIBIT 2 Selected Building Safety Service Firms 4LEAF BPR Consulting Group Building Code Services Inc CSG Consultant's Inc. HR Green Pacific, Inc. JAS Pacific JLee Engineering, Inc. OC Plan Review LLC Scott Fazekas & Associates, Inc. The Code Group, Inc. (VCA Code Transtech Engineers, Inc. TRB & Associates True North Compliance Services West Coast Code Consultants, Inc. City Council 23 — 19 5/17/2022 Human Resources Department www.santa-ana.org/departments/human-resources/ Item # 24 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Approve Agreement for Learning Management System AGENDA TITLE: Approve Agreement for a Learning Management System with Meridian Knowledge Systems, LLC (General and Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute an Agreement with Meridian Knowledge Solutions, LLC, to provide an annual subscription for a Learning Management System ("LMS") with an additional add -on with OpenSesame Plus 100 for web -based training content, for a three-year term from May 17, 2022 through June 30, 2025, with the option of two one- year extensions, in an amount not to exceed $311,7788, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION In order to meet the needs of an effective and evolving workplace, the Human Resources Department ("HRD") budgeted funds for the implementation and development of a citywide organizational development and training ("OD&T") program. The Human Resources Department OD&T program will provide city employees with targeted, in- house training and development opportunities. These opportunities enhance employees' abilities to meet their position competencies, develop necessary skills to grow within the organization, and provide organizational skills necessary to fulfill work responsibilities and individual departments' goals and objectives. To efficiently support a citywide training program, the Human Resources Department has a need for an LMS. This system will assist HRD staff to manage internal course registrations, provide live and online training, and track employee certification(s). It will also assist supervisors in planning for development opportunities and provide on -demand training in many categories ranging from required safety training to mentoring and supervision. Following City policies and procedures, a Request for Proposals (RFP) for an LMS was developed and posted for four weeks (January 3, 2022 through January 28, 2022). The RFP identified mandatory and desirable requirements such as, but not limited to: administrator, user, and system capabilities; pricing; implementation schedule; training City Council 24 — 1 5/17/2022 Approve Agreement for Learning Management System May 17, 2022 Page 2 plan; support overview; and ADA and Federal requirements. Six LMS vendors submitted proposals and were reviewed and assessed based on the selection criteria specified in the RFP. Proposals were evaluated based on the following competitive selection criteria: LMS capabilities, usability, alignment with City requirements and specifications, experience, qualifications, technical expertise, proposer's financial stability, customer references, product technical roadmap, total cost, methodology, and work plan. An evaluation committee included representation from Human Resources, Public Works, and Information Technology Departments. After review and evaluation of proposals, it was determined that two responses best met the above -mentioned criteria specified within the RFP. The two finalists participated in an in-depth interview and demonstration of their LMS. The recommended vendor, Meridian Knowledge Solutions, LLC, is highly qualified due to the administrative and user intuitiveness of the system, ease of use, clear and straightforward timeline, customizable reporting tools (free -hand reporting), and cost. Staff recommends that the City enter into an agreement with Meridian Knowledge Solutions for a Learning Management System (LMS), with the additional add -on with OpenSesame Plus 100 for web -based training content, to enable the City to support excellent training opportunities that engage, motivate, and empower City employees. ENVIRONMENTAL IMPACT There is no environmental impact association with this action. FISCAL IMPACT The Human Resources Department currently has money set aside for the entirety of the initial three (3)-year term of the Agreement and will budget accordingly for both Agreements in subsequent fiscal years. Any contract services and associated expenditures are subject to available funding in the Human Resources Department budget. Funds for the LMS are budgeted and available through a non -general fund account (for the entirety of the initial three (3) years of the contract), 08809050 Quality Service Training. The initial three (3) years will be paid at the beginning of the contract period. Subsequent years after the initial three (3) years will be budgeted for in the Human Resources Department, Contract Services -Professional expenditure account (no. 01109050 — 62300). Fiscal Year Accounting Unit — Fund, Account Description Amount Account No. 2021-22 08809050-62300 Quality Service Training, $170,623.00 Contract Services - Professional City Council 24 — 2 5/17/2022 Approve Agreement for Learning Management System May 17, 2022 Page 3 2022-23 $0.00 2023-24 $0.00 2024-25 $0.00 Total $170,623.00 Funds for the content add -on with Open Sesame are budgeted and available in the non - general fund, Safety Program expenditure accounts (nos. 08009052 and 08209052 — 62120) for the entirety of the initial three (3) years of the contract. The initial three (3) years will be paid at the beginning of the contract period. Subsequent years after the initial contract period will be budgeted for in the in the same accounts. Fiscal Year Accounting Unit — Account No. Fund, Account Description Amount 2021-22 08009052-62120 Safety Program, Training, Transportation, Meeting $94,110.00 2021-22 08209052-62120 Safety Program, Training, Transportation, Meeting $47,055.00 2022-23 $0.00 2023-24 $0.00 2024-25 $0.00 Total $141,165.00 EXHIBIT(S) 1 Submitted By: Approved By: Agreement with Meridian Knowledge Solutions, LLC Jason R. Motsick, Executive Director of Human Resources Kristine Ridge, City Manager City Council 24 — 3 5/17/2022 General Terms and Conditions This Software as a Service Subscription Agreement (this "Agreement') is made and entered into as of the effective date set forth below (the "Effective Date") between: Effective Date of this Agreement: May 17, 2022 MERIDIAN: CLIENT: MERIDIAN KNOWLEDGE SOLUTIONS, LLC, City of Santa Ana a Virginia, limited liability company 20 Civic Center Plaza, M-24 Santa Ana, CA 92701 These terms and conditions constitute the entire legal agreement between client and Meridian Knowledge Solutions, LLC ("Meridian") concerning the access to the proprietary Meridian LMS software program, associated documentation ("Software") and the services performed by Meridian in support thereof. MERIDIAN and CLIENT are also referred to as "Party" or "Parties." A. MERIDIAN has developed certain software programs and associated documentation which MERIDIAN makes available to its CLIENT's ("Subscribers") on a Subscription ("Subscription") basis. B. CLIENT wishes to use MERIDIAN'S Services and Software in its business operations. C. MERIDIAN has agreed to provide, and the CLIENT has agreed to pay for and use MERIDIAN'S Services and Software subject to the terms and conditions of this Agreement. D. In the event there are conflicting terms among the various documents, the order of precedence is as follows: 1) This Agreement, including Schedule(s); 2) Project Documents; and 3) Exhibit(s). 1. Definitions a. Authorized User: Employees, agents, and independent contractors of the CLIENT who are authorized to use the Software as described herein. b. Confidential Information: Information that is proprietary or confidential of MERIDIAN as further defined throughout this Agreement. c. CLIENT Data: Data that is input by the CLIENT or Authorized Users of the CLIENT into the Software for the purpose of utilizing the Software. d. Documentation: Documents made available by MERIDIAN to the CLIENT from time to time which may include but is not limited to documents containing Software descriptions, user manuals and other material related to the Software. e. Effective Date: The day this Agreement takes effect. f. Initial Subscrption Term: The initial term of this Agreement. g. internal Business Operations: The internal business processes of an organization. Business operations include the day-to-day activities of the business. Such operations facilitate the achievement of a business' prime function. h, Standard Business Hours: Monday through Friday 8:00am — 8:00pm Eastern Time (ET), excluding MERIDIAN holidays. i. Services: The access to the software services (Software Services, Implementation Services, collectively, and any Support provided for such Services) provided by MERIDIAN to CLIENT under this Agreement. j. Software: The application provided as a part of the Services Subscription. k. Subscription Fees: The fees payable to MERIDIAN by the CLIENT for the User Subscriptions. I. Subscription Term: The term of the Subscription. m. Support: Functional and technical support services as set forth herein. n. Support Policy: MERIDIAN'S policy for providing support in relation to the Services as described herein o. Service Levels: The Service Level commitments as set forth herein. p. User Subscription: The subscriptions purchased to grant Authorized Users access to the Services as described herein. q. Product Extensions: Any modification to the base Meridian LMS application that is specific to the CLIENT's requirements and scope as defined in the Statement of Work and any associated Change Order. Product Extensions (also known as customizations) are prohibited in this agreement. r. Software Updates: Meridian governed enhancements and defect resolutions for the Meridian LMS software application in base product form. The release and application of any Software Update is at the sole discretion of Meridian. 2. Subscription a. Subject to the CLIENT purchasing the User Subscription, the restrictions set forth in this Section and other terms and conditions of this Agreement, MERIDIAN hereby grants to the CLIENT, a non-exclusive, non -transferable right to permit the Authorized Users of the CLIENT to (i) use such Services; and (ii) display such Services solely for the purpose of exercising CLIENT's rights and performing CLIENT's obligations hereunder. The foregoing subscription is subject to the restrictions below and the other terms and conditions of this Agreement. Services shall be used during the Subscription Terms solely for the CLIENT's Internal Business Operations. b. In relation to the Authorized Users, the CLIENT agrees that: i. the maximum number of Authorized Users that it authorizes to access and use the Services shall not exceed the number of User Subscriptions CLIENT has purchased; ii. CLIENT will not allow any User Subscription to be used by more than one individual Authorized User during an annual subscription term. A license can be reassigned in its entirety upon the next annual subscription term to another individual Authorized User, in which case the prior Authorized User shall be flagged inactive and no longer have any right to access or use the Services; iii. MERIDIAN will monitor the actual number of Authorized Users to ensure compliance with Item (2)(a)(b) above during the annual subscription term. c. The CLIENT will not intentionally access, store, distribute or transmit any viruses, Trojans or any and all malicious code, or any material during the course of its use of the Services that as outlined below. In the event any of the identified items occur, CLIENT will remove and promptly notify MERIDIAN immediately if there is potential harm to the software. i. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; ii. facilitates illegal activity; iii. depicts sexually explicit images; iv. promotes unlawful violence; V. is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; vi. causes damage or injury to any person or property; or vii. infringes on third party intellectual property, copyright or trademark rights. MERIDIAN reserves the right, without liability to the CLIENT, to disable the CLIENT's access to any material that breaches the provisions of this clause. d. It is the CLIENT best interest to test content in the staging site prior to loading it in production to ensure the content plays as expected and records any relevant data. e. Software Support Troubleshooting of third -party or client -developed content, as it relates to successfully launching and tracking in the Software. i. Software Support Troubleshooting of third -party or client -developer content, as it relates to successfully launching and tracking in the Software. ii. Meridian's responsibilities include: reviewing the course to determine what status/calls the course is passing to the LMS and ensuring that the LMS has properly taken action on those status/calls. For example: the course is responsible for passing a completion to the LMS after a user has successfully completed the course. Meridian will review the course to determine if the course did pass a completion status and also confirm if Meridian then appropriately marked the user as Complete. iii. Customer's responsibility include: providing a user impacted by any reported courseware issue that Meridian can use to facilitate testing, providing any answer keys if the course/content contains a test/exam/etc., and providing the courseware files to facilitate Meridian troubleshooting as well as providing the name of the tool used to create the content if applicable. f. The CLIENT shall not except to the extent expressly permitted under this Agreement: i. attempt to reproduce, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute, in whole or in part, any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; ii. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human - perceivable form all or any part of the Software; iii. access all or any part of the Services and/or Documentation in order to build a product or service which competes with the Services, Software and/or the Documentation provided by this Agreement; iv. use the Services, and/or Documentation to provide services to third parties; or v, subject to the Assignment Section, license, sublicense, sell, rent, lease, transfer, subcontract, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, and/or Documentation available to any third party except the Authorized Users, or vi, attempt to obtain, or assist third parties in obtaining, access to the Services, and/or Documentation, other than as provided under this clause. g. The CLIENT shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services, and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify MERIDIAN. The rights provided under this Section are granted to the CLIENT only and shall not be considered granted to any subsidiary or affiliate of the CLIENT. h. Additional User Subscriptions i. The CLIENT may, during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in Schedule 1 and MERIDIAN shall grant access to the Services to such additional Authorized Users in accordance with the provisions of this Agreement. ii. If the CLIENT wishes to purchase additional User Subscriptions, the CLIENT shall notify MERIDIAN in writing. MERIDIAN shall evaluate such requestfor additional User Subscriptions and respond to the CLIENT with approval or disapproval of the request and such approval not to be unreasonably withheld. iii. If MERIDIAN approves the CLIENT's request to purchase additional User Subscriptions, the CLIENT shall, within thirty (30) calendar days of the date of MERIDIAN's invoice, pay MERIDIAN the relevant fees for such additional User Subscriptions as set out in Schedule 1 and, if such additional User Subscriptions are purchased by the CLIENT part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall not be pro- rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable). 3. Fees; Payment Terms a. Fees. In consideration of this Agreement, CLIENT will pay the Subscription fees set forth in Schedule 2 (the "Subscription Fees"). In consideration of any other products provided or services performed under this Agreement, CLIENT will pay the fees and charges described in the applicable Schedule. On the Effective Date of this Agreement, the Subscription Fees shall be payable with respect to the Initial Subscription Term and at least thirty (30) calendar days prior to each anniversary of the Effective Date, the Subscription Fees shall be payable with respect to the next Renewal Period. If, at any time while using the Services, the CLIENT exceeds the amount of storage space specified in Schedule 2, MERIDIAN shall charge the CLIENT, and the CLIENT shall pay MERIDIAN'S then current excess data storage fees. MERIDIAN'S excess data storage fees are set out in Schedule 2 and current as of the Effective Date. MERIDIAN shall be entitled to increase the Subscription Fees, with respect of the additional User Subscriptions purchased, and/or the excess storage fees at the start of each Renewal Period upon thirty (30) calendar days' prior notice to the CLIENT and Schedule 2 shall be deemed to have been amended accordingly. Fees are non -cancellable and non-refundable except as otherwise stated herein. b. Payment. All fees and expenses will be due and payable to MERIDIAN within thirty (30) calendar days after the date of invoice. All fees and expenses will be paid to MERIDIAN in United States dollars, by wire transfer of funds to an account designated by MERIDIAN or by check sent to MERIDIAN at Attention: Accounts Receivable, Meridian Knowledge Solutions, LLC, 80 Iron Point Circle, Suite 100, Folsom, CA 95630 unless otherwise specified by MERIDIAN. All past -due payments will bear interest at the rate of one and one-half percent (1'/Z%) per month or the maximum rate allowed by law, whichever is less. MERIDIAN shall have the right to terminate the Agreement for default/cause if the CLIENT does not pay MERIDIAN'S undisputed invoices within the terms contained herein. All outstanding invoices will be due and payable immediately upon such termination. If CLIENT does not pay MERIDIAN forany undisputed outstanding invoices, and MERIDIAN incurs any additional costs including, but not limited to court costs, attorney's fees and other damages, in the collection of said invoices, MERIDIAN shall have the right to recover the additional costs from CLIENT. c. PCI Compliance. In the event CLIENT engages in payment card transactions as part of the services provided by MERIDIAN, CLIENT shall comply with the Payment Card Industry Data Security Standard ("PCI-DSS") and any amendments or restatements of the PCI DSS during the Term of this agreement. CLIENT accepts responsibility for the security of customer credit card data in its possession, even if all or a portion of the services by MERIDIAN are subcontracted to third parties. d. Taxes. CLIENT acknowledges and agrees that it is responsible for the payment of all applicable taxes and duties, including, without limitation, sales, use, excise, value added and franchise taxes, associated with this Agreement, the products provided, and the services performed under this Agreement, except for taxes based on MERIDIAN'S income. e. The CLIENT shall on the Effective Date provide to MERIDIAN valid, up-to-date and complete approved purchase order information acceptable to MERIDIAN and any other relevant information needed by MERIDIAN to invoice CLIENT. f. If MERIDIAN has not received payment within thirty (30) calendar days after the due date of any undisputed invoice, and without prejudice to any other rights and remedies of Meridian, MERIDIAN may, without further liability to the CLIENT, disable the CLIENT's passwords, accounts and access to all or part of the Services. MERIDIAN shall be under no further obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and MERIDIAN shall have the right to terminate the Agreement for default if the CLIENT does not pay MERIDIAN'S undisputed invoices within the terms contained herein. All outstanding invoices will be due and payable immediately upon such termination. If CLIENT does not pay MERIDIAN for any undisputed outstanding invoices, and MERIDIAN incurs any additional costs including, but not limited to court costs, attorney's fees and other damages, in the collection of said invoices, MERIDIAN shall have the right to recover the additional costs from CLIENT. 4. Proprietary Rights a. CLIENT acknowledges and agrees that the Software is protected by U.S. and international copyright, patent, trademark, trade secret and other intellectual property rights and registrations. CLIENT acknowledges that all right, title and interest in and to the Software and all intellectual property rights thereto will be owned solely by MERIDIAN and its licensors, as applicable. CLIENT will not remove, obliterate, obscure or alter any copyright or other proprietary rights notice that appears on the Software. Except for the limited rights expressly granted to CLIENT under this Agreement, CLIENT is not granted any other rights in or to the Software. All rights in and to the Software not specifically granted herein are reserved to MERIDIAN and its licensors, as applicable. 5. Confidentiality Obligations a. Confidential Information. "Confidential Information" means any and all information that is of a confidential, proprietary or trade secret nature that is furnished or disclosed by one Party to the other Party under this Agreement. Without limiting the generality of the foregoing, "Confidential Information" includes the Software (including the object code and source code forms thereof), the specific business terms of this Agreement and any other information that is marked as "Confidential," "Proprietary," "Trade Secret" or in some other manner to indicate its confidential, proprietary or trade secret nature. "Confidential Information" will not include: (i) information that is or becomes publicly known through no fault of the other Party ; (ii) information received from a third party that was disclosed without breach of any confidentiality obligation; (iii) information approved for release by written authorization of a Party ; (iv) information developed or created independently by one Party without reference to, or use of, the other Party's Confidential Information; or (v) information that may be required by law, regulation or an order of any court, agency or proceeding to be disclosed, provided that the Party from whom the Confidential Information is sought will provide the other Party with written notice of any such required disclosure once the Party has knowledge of it and will help the other Party at the expense of the Party to the extent reasonable to obtain an appropriate protective order. b. Non -Disclosure. All Confidential Information will remain the property of the Party to whom it originally belonged and neither Party will not be deemed by virtue of its access to the other Party's Confidential Information to have acquired any right or interest in or to any such Confidential Information, other than as specifically set forth herein. The Parties agree: (i) to hold the Confidential Information in strict confidence; (ii) except as expressly authorized in this Agreement, not to disclose any Confidential Information to any third party other than employees and independent contractors of the respective Party who have a need to know the Confidential Information for the purposes of this Agreement and who are subject to a confidentiality agreement that affords at least as much protection to the Confidential Information as this Section 5; (iii) to use the Confidential Information solely and exclusively in accordance with the terms of this Agreement in order to carry out the Party's obligations and exercise its rights under this Agreement; and (iv) to notify the other Party promptly of any unauthorized use or disclosure of the Confidential Information and to cooperate with and assist the other Party in every reasonable way to stop or minimize such unauthorized use or disclosure. c. Injunction. The Parties agree that if a court of competent jurisdiction determines that either Party has breached, or attempted or threatened to breach, its confidentiality obligations to the other Party or the other Party's proprietary rights, the non -breaching Party will be entitled to obtain appropriate injunctive relief and other measures restraining further attempted or threatened breaches of such obligations. Such injunctive relief or other measures will be in addition to, and not in lieu of, any other rights and remedies available to the Party. 6. Client Data a. The CLIENT shall own all rights, title and interest in and to all of the CLIENT Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the CLIENT Data. b. MERIDIAN shall follow its commercially reasonable backup procedures for CLIENT Data and said procedure may be amended by MERIDIAN in its sole discretion from time to time based upon best practices. In the event of any loss or damage to CLIENT Data, the CLIENT's sole and exclusive remedy shall be for MERIDIAN to use reasonable commercial activities to restore the lost or damaged CLIENT Data from the latest back-up of such CLIENT Data maintained by MERIDIAN in accordance with the backup procedure described herein. MERIDIAN shall not be responsible for any loss, destruction, alteration or disclosure of CLIENT Data caused by any third party (except those third parties subcontracted by MERIDIAN to perform services related to CLIENT Data maintenance and back-up). c. MERIDIAN shall, in providing access to the Services, comply with its Privacy Policy relating to the privacy and security of the CLIENT Data available at http://www.meridianks.com/privacy- statement/ or such other Policy as may be given to the CLIENT from time to time, as such document may be amended from time to time by MERIDIAN in its sole discretion. d. The CLIENT shall not store or process Personally Identifiable Information (PII) or Personally Identifiable Health Information (PHI) within the Software. PII is defined as information that can be used to uniquely identify a single individual and may include an individual's name in combination with a Driver's License, Social Security Number or Credit Card Information. The definition of PII varies depending on international, federal, state and local laws and the definition contained herein shall be used for reference purposes only and shall not be construed as covering all possible definitions of PII. PHI is defined as any information that is related to an individual's health record as defined by the Health Insurance Portability and Accountability Act (HIPAA). e. PHI/PII Processing - The parties shall comply, and warrant that they have complied, with implementing all applicable data protection and privacy laws and regulations in any relevant jurisdiction (together, the "Data Protection Laws"); and where, in connection with this Agreement, the Software is processing information related to PHI/PII on behalf of the CLIENT, MERIDIAN shall: i. Process the PHI/PII only on the written instructions of CLIENT; ii. Make all reasonable efforts to implement appropriate technical and organizational measures to protect those PHI/PII against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing; iii, Return or destroy all such personal data promptly upon the termination of this Agreement, or at any time during the term of this Agreement upon written instructions from CLIENT; iv. Not disclose PHI/PII to any person except as required or permitted by this Agreement or with CLIENT's written consent; V. Provide full cooperation and assistance to CLIENT in implementing any procedures required in order to comply with data privacy laws to which CLIENT is subject, as advised by CLIENT from time to time; vi. Not process PHI/PII except to the extent reasonably necessary to the performance of this Agreement; vii. Notify CLIENT immediately in the event of any breach of the security of such personal data, and cooperate with CLIENT in any post- breach investigation or remediation efforts; and viii. Notify CLIENT promptly in the event that MERIDIAN is required by law, court order, warrant, subpoena, or other legal or judicial process to disclose any PHI/PII to any person other than CLIENT. The CLIENT shall make all reasonable efforts to ensure that those Personal Data are accurate and up to date at all times, to the extent that it is within CLIENT's ability to do so. The Parties hereto agree, that the above warranties relating to PHI and PII are Meridian's sole responsibilities related to the processing and control of CLIENT PHI and PII. 7. European Union Clients In the event that CLIENT will access PII originating from a country in the European Economic Area ("EEK) or from a country outside the EEA, MERIDIAN shall, if requested by CLIENT, will complywith the applicable Privacy Law Legislation in coordination with the European Commission, relating to requirements of the European Union's Directive on Data Protection. CLIENT warrants that it has the consent of its employees, independent contractors or any other individual whose PII is being processed and/or transmitted within the Services and MERIDIAN shall have no liability should CLIENT not have received such consent. CLIENT will indemnify, defend and hold MERIDIAN harmless should any such individual or group of individuals bring any suit against MERIDIAN for violation of any applicable law. B. Limited Warranty/ Acceptance a. MERIDIAN warrants that itwill perform the Services in a manner consistent with industry standards reasonably applicable to the performance thereof. MERIDIAN does not warrant that Client's use of the Services will be uninterrupted or error free. The limited warranties set forth in this Agreement do not apply to any deviation by the Software from the specifications set forth in the applicable Schedule that is caused by, or results from, (i) improper usage of Software APIs (Application Programming Interfaces) or the introduction/import of corrupt data into the Software by anyone other than MERIDIAN; (ii) use of the Services for any purpose other than that authorized in this Agreement; (iii) use of the Services in combination with other software, data or products that are defective or incompatible with, or are not authorized by MERIDIAN for use with, the Services; (iv) any malfunction of CLIENT's software, hardware, computers or computer -related equipment; (v) CLIENT'S failure to use any Updates made available by MERIDIAN; or (vi) an event of Force Majeure (defined below). b. Meridian does not and cannot control the flow of data to or from the software and other portions of the internet. such flow depends in large part on the performance of internet services provided or controlled by third parties. at times, actions or inactions of such third parties can impair or disrupt customer's connections to the internet (or portions thereof). although meridian will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, meridian cannot guarantee that such events will not occur. accordingly, meridian disclaims any and all liability resulting from or related to such events. the foregoing warranties are made in lieu of all other warranties, express and implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose, and any warranties arising out of course of dealing or course of performance. except as expressly provided herein, there is no warranty against interference with client's enjoyment of the software or against infringement, the services are provided "as is," and meridian disclaims any warranty as to the quality, operation of, access to or use of all or any part of the software and any warranty that (1) the services will operate uninterrupted or error -free, (ii) the results arising out of the use of the services will be accurate, complete or error -free, or (iii) the services will meet the needs of client or its clients, agents or suppliers. c. Acceptance of the Software will be upon the CLIENT's receipt of the URL from MERIDIAN, where CLIENT will be provided access to the Software. 9. Other CLIENT Obligations a. The CLIENT shall provide MERIDIAN with: i. all necessary cooperation in relation to this Agreement; ii. all necessary access to such information as maybe required by MERIDIAN in order to render the Services, including but not limited to CLIENT Data, security access information and configuration services; iii. comply with all applicable laws and regulations with respect to its activities under this Agreement; iv. carry out all other CLIENT responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the CLIENT's provision of such assistance as agreed by the parties, MERIDIAN may adjust any agreed timetable or delivery schedule as reasonably necessary; V. ensure that the Authorized Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorized User's breach of this Agreement; vi. obtain and maintain all necessary licenses, consents, and permissions necessary for MERIDIAN, its employees, subcontractors and/or agents to perform their obligations under this Agreement, including without limitation the Services; vii. ensure that its network and systems comply with the relevant specifications provided by MERIDIAN from time to time; and viii. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to MERIDIAN'S data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the CLIENT's network connections or telecommunications links or caused by the internet. 10. Indemnification a. Each Party (the "Indemnifying Party") agrees to defend the other Party, its affiliates and each of their respective officers, directors, employees, contractors and agents (each an "Indemnified Party") from and against any action, claim, suit, investigation or other proceeding brought by a third party (a "Claim") to the extent such Claim results from the Indemnifying Party's breach of this Agreement or the negligence, willful misconduct or fraud or violation of law on the part of the Indemnifying Party, its officers, directors, employees, agents or other representatives in connection with this Agreement. The Indemnifying Party will indemnify and hold harmless the Indemnified Party from any liabilities, losses, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys' fees and costs of defense) incurred by or levied against such Indemnified Party as a result of such Claim that infringes any currently existing United States copyright, patent, trademark or trade secret of a third party. b. MERIDIAN will have no obligation to defend CLIENT with respect to any claim, demand, action or proceeding, described herein, that is based upon: (i) use of other than the then -current release of the Software, if infringement could have been avoided by use of the then -current release and the then -current release has been made available to CLIENT; (ii) use of the Services in conjunction with CLIENT's data, where use with such data gave rise to the infringement claim; (iii) use of the Services with other software, where use of such other software gave rise to the infringement claim; (iv) use of any Services in a manner inconsistent with its documentation; or (v) use of any Services in a manner that breaches this Contract Agreement. CLIENT will defend MERIDIAN from and against any and all liability, damage, loss or expense (including reasonable attorneys' fees) arising out of any claim, demand, action or proceeding based on allegations arising as a result of (i) use of the Services by CLIENT in conjunction with any data, equipment or software not provided by MERIDIAN, where the Services would not itself be infringing or otherwise the subject of the claim; (ii) use of the Services by CLIENT in a manner not permitted by this Agreement; (Ili); (iv) use of the Services by CLIENT in any unlawful, improper or inappropriate manner or for any unlawful, improper or inappropriate purpose; (v) any claim of infringement of any patent or copyright or misappropriation of any trade secret in which CLIENT or any affiliate of CLIENT has a pecuniary or other material interest; or (vi) breach of any of CLIENT's warranties or covenants. 11. Term and Termination a. The term of this Agreement will begin on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, shall be automatically renewed for successive periods of twelve (12) months ("Renewal Period"), unless: I. Either party notifies the other party of termination, in writing, at least sixty (60) calendar days before the end of the Initial Subscription Term or any subsequent Renewal Period, in which case this Agreement shall terminate upon the expiration of the applicable Initial Subscription Term or Renewal Period; or ii. Otherwise terminated in accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the entire Subscription Term. b. Either party may terminate this Agreement immediately upon notice to the other party if such other party materially breaches a provision of this Agreement or Schedule, as applicable, and fails to cure such breach within thirty (30) calendar days after receipt of notice of such breach from the non -breaching party. If, in the sole judgment of the non -breaching party, such breach cannot reasonably be cured within such thirty (30) calendar day period, the non -breaching party may, in its sole discretion, grant the breaching party an additional thirty (30) calendar day period following the expiration of the first thirty (30) calendar day period in which to cure such breach; provided that the non -breaching party may terminate this Agreement or such Schedule, as applicable, immediately if the breaching party has failed to cure such breach within such second thirty (30) calendar day period. c. Either party may terminate this Agreement immediately upon notice to the other party if such other party (i) files for or has filed against it a bankruptcy petition and such petition is not dismissed within sixty (60) calendar days after the filing date, (ii) becomes insolvent or (III) makes an assignment for the benefit of its creditors. 12. Effect of Termination a. Upon the expiration or termination of this Agreement, i. all rights granted to CLIENT under this Agreement will immediately terminate; ii. CLIENT will cease any further use of the Services. b. At MERIDIAN'S request, CLIENT will verify in writing to MERIDIAN that CLIENT has taken the actions described in Section 12(a)(ii). MERIDIAN may destroy or otherwise dispose of any of the CLIENT Data in its possession unless MERIDIAN receives, no later than ten (10) business days after the effective date of the termination of this Agreement, a written request for the delivery to the CLIENT of the then most recent back-up of the CLIENT Data. MERIDIAN shall use reasonable commercial efforts to deliver the back-up to the CLIENT within thirty (30) calendar days of its receipt of such a written request, provided that the CLIENT has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The CLIENT shall pay all reasonable expenses incurred by MERIDIAN in returning or disposing of CLIENT Data. The accrued rights of the parties at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced. The rights and obligations of each of the parties set forth in Sections 2, 3, 4, 5, 6, 7, 8, 10, 12, 13, 14, 17, 18, 20, 21, 23, 24 and 25 and any other Section or Statement herein that by its nature is intended to survive will survive the expiration or termination of this Agreement. Any payments owed by CLIENT as of the termination date shall become immediately due and payable. 13. Limitation of Liability Except in the case of an infringement by client of any of meridian's proprietary rights, neither party will be liable to the other party for any lost profits, lost data or special, indirect, incidental, consequential or punitive damages of any nature, for any reason, including, without limitation, the breach of this agreement or any termination of this agreement, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability) or otherwise, even if such party has been warned of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy of any kind. except as expressly set forth herein, all remedies, including, without limitation, the termination of this agreement and all of the remedies provided by law (and not excluded pursuant to the foregoing sentence) will be deemed cumulative and not exclusive. in no event will the liability of meridian under this agreement exceed the total fees paid by client hereunder during the twelve (12) months prior to the date any claim is made against MERIDIAN. 14. Government Use/Procurement a. MERIDIAN provides the Service and access to the Software for ultimate U.S. Government end use solely in accordance with the following: Government technical data and software rights related to the Service and the Software include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data — Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). if a government agency has a need for rights not conveyed under these terms, it must negotiate with MERIDIAN to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable agreement. b. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service and the Software. Without limiting the foregoing: (a) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports; and (b) each Party shall not permit any User to access or use the Service and the Software in violation of any U.S. export embargo, prohibition or restriction. 15. Assignment CLIENT may not assign or otherwise transfer this Agreement or its rights and obligations hereunder without the prior written consent of MERIDIAN, which consent will not be unreasonably withheld. Any transaction or series of transactions in which (i) more than fifty percent (50%) of the outstanding voting stock or membership interests of CLIENT are transferred to a third party, or (ii) all or substantially all of CLIENT's assets are sold to a third party, will be deemed an assignment of this Agreement. Any purported assignment or other transfer without the consent of MERIDIAN (a) will be void and of no force or effect, and (b) will constitute a material breach of this Agreement. 16. Force Majeure Except for a party's payment obligations hereunder, neither party will be deemed in default of this Agreement to the extent that performance of its obligations, or attempts to cure any breach thereof, are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorist attack, act of government, network or telecommunication system failure, sabotage or any other cause beyond the control of such party ("Force Majeure"), provided that such party promptly gives the other party notice thereof. In the event of such Force Majeure, the time for performance or cure will be extended for a period equal to the duration of the Force Majeure but not in excess of six (6) months. 17. Severabiiity If a court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or otherwise unenforceable for any reason, such provision will be deemed stricken to the extent that it is illegal, invalid or otherwise unenforceable. All remaining provisions will remain in full force and effect and this Agreement will be interpreted as if it had not contained the severed provision. 18. Governing Law Issues regarding the validity, ownership or enforcement of any copyright, patent, trademark or other proprietary right licensed or sublicensed hereunder will be determined under the applicable law of the United States and the State of California, as applicable. With respect to all other issues, this Agreement will be construed under and governed by the substantive laws of the State of California without resort to conflict of laws principles. Each party agrees that any legal proceeding commenced by one party against the other party under this Agreement will be brought in any state or Federal court having jurisdiction over Orange County, California. Each party submits to such jurisdiction and waives any objection to venue or claim of inconvenient forum. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. 19. Headings Captions and section headings used herein are for reference purposes only and will not control or alter the meaning of this Agreement as set forth in the text. 20. Waiver a. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. b. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law. 21. Notices Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre -paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 AM on the first business day following delivery). A correctly addressed notice sent by pre -paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. If to MERIDIAN: With a copy to: If to CLIENT: ATTN: With a copy to: ATTN: Contracts ATTN: Legal Lori Schnaider, HR Clerk of Council Meridian Department City of Santa Ana City of Santa Ana Knowledge Meridian 20 Civic Center Plaza 20 Civic Center Plaza Solutions, LLC Knowledge M-24 M-30 80 Iron Point Solutions, LLC P.O. Box 1988 P.O. Box 1988 Circle 80 Iron Point Santa Ana, CA 92701 Santa Ana, CA 92701 Suite 100, Circle Folsom, CA Suite 100 95630 Folsom, CA 95630 22. No Partnership or Joint Venture Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). This Agreement shall not prevent MERIDIAN from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement. 23. Non -Solicitation In addition to the obligations set forth in Section 5, during the term of this Agreement and for a period of twelve (12) months immediately following the last occurrence of any introductions, interviews, or provision of services under this Agreement, the PARTIES agree not to solicitor hire, indirectly or directly, in either an employee or independent contractor capacity, any individual who (i) was introduced under this Agreement; (ii) the PARTI ES have interviewed under this Agreement; (iii) has provided services under this Agreement, or (iv) the PARTIES or its employees, representatives and or agents have received information about or as the result of any introduction, interview or service provided under this Agreement. Should a PARTY breach this Section of the Agreement in any instance the breaching PARTY will pay the other PARTY an amount of two (2) times the then current annual salary (including any applicable bonus compensation) of the individual solicited. Said payment will be made within fifteen (15) calendar days of the breach as notified in writing by the non -breaching PARTY. The Parties hereto further agree that the limit on liability as defined herein does not apply to this Section 23. 24. Disputes and Arbitration a. The parties agree that in the event of a dispute or alleged breach they will work together in good faith to resolve the matter internally by escalating it to higher levels of management and, if necessary, to use a mutually agreed upon alternative dispute resolution mechanism (other than arbitration) prior to resorting to arbitration. If the parties are unsuccessful at resolving said dispute or alleged breach, then the parties shall seek arbitration. Except as set forth in Section 5, the parties agree to submit to binding arbitration within six (6) months of the last event giving rise to any controversy arising out of this Agreement or involving the construction or application of any of the terms of this Agreement and to waive any statute of limitations to the contrary. Notification to the other party of a written request for arbitration shall comply with Section 22 governing Notices. Any timely and properly noticed request for arbitration shall be submitted to binding arbitration through the American Arbitration Association pursuant to its Commercial Arbitration Rules. Each party shall pay for its own attorneys' fees and costs for the arbitration. The parties shall split equally the cost of the arbitrator. Both parties are entitled to conduct discovery in accordance with any applicable law. The arbitrator shall apply Virginia and Federal law to the issues presented and shall issue a written memorandum of decision. The decision of the arbitrator shall be final and binding, and the parties waive the right to a jury trial, a trial de novo or appeal except for the purpose of enforcing the arbitrator's decision. The prevailing party will be entitled to recover reasonable attorneys' fees and costs of any action for enforcement, the amount of any such attorneys' fees and costs award to be determined by the Arbitrator. b. Except as set forth in Section 5 with regard to injunctive relief, the parties expressly state that it is their intent to arbitrate disputes between them. Therefore, this Agreement shall be construed so as to be consistentwith applicable Federal and Virginia law and to be enforceable to the maximum extent allowable by law to provide arbitration as the forum to resolve their disputes. If necessary, any portion of this Agreement that is unenforceable by law shall be stricken, and the arbitrator or the court, as the case may be, shall have the power to reform this Agreement to the extent necessary to comply with applicable law and to give effect to the parties' intent that they shall arbitrate their disputes. 25. Publicity CLIENT grants MERIDIAN permission to utilize the CLIENT's trademarks, trade names, or other designations in any promotion, press release or publication subject to CLIENT'S advance approval of said promotion, press release or publication. MERIDIAN will provide proposed promotion, press release or publication to CLIENT within a reasonable time but not less than two business days prior to draft being made public. CLIENT will have the right to make any changes that CLIENT deems reasonably necessary. 26. Entire Agreement a. Except as otherwise provided for herein, this Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written, between the parties with respect to the subject matter hereof. This Agreement will be binding on and inure to the benefit of the legal representatives, successors and permitted assigns of the parties. This Agreement may not be modified or refined unless amended by both Parties under a written and signed amendment. The issuance of any additional terms and conditions by either Party hereto included with purchase orders or other documents are null and void. In the event of any conflict between these General Terms and Conditions and a provision of any Schedule, the provision of the Schedule will control, but only with respect to the subject matter of the Schedule. 27. Service Level Agreement and Software Support The Services provided by MERIDIAN under this agreement are bound by the Service Level Agreement (SLA) as described herein. In the case of an SLA violation, the respective remedies described herein will apply. The SLA penalty applicable in any given month is subject to a total cumulative penalty cap of 10% of the current month's hosting service fees ("Service Credits"). Any Service Credits due under this agreement will be credited promptly but in no event later than the quarter following the calculation of the Service Credit. MERIDIAN will be provided a ramp up period of ninety (90) days from software Go Live (Production go live date) before any SLA requirements and subsequent remedies go into effect. System Availability: will mean, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the total time (measured in minutes) during such month, and thereafter dividing the difference so obtained by the total time during such month. Represented algebraically, System Availability for any particular calendar month is determined as follows: System Availability = (Total Monthly Time — Unscheduled Downtime) Total Monthly Time Note: "Total Monthly Time" is deemed to include all minutes in the relevant calendar month excluding minutes of downtime caused by Scheduled Downtime, only to the extent such minutes are included within the Subscription Agreement Term. MERIDIAN will undertake commercially reasonable measures to ensure that System Availability equals or exceeds 99.70 % during each calendar month. MERIDIAN will undertake commercially reasonable measures to notify CLIENT in advance of Scheduled Downtime. The timing of Scheduled Downtime is subject to change at MERIDIAN's sole discretion. Measurement and Reports: MERIDIAN will monitor System Availability metrics on an ongoing basis. All measurements of System Availability will be calculated on a monthly basis for each calendar month during the term of this agreement. MERIDIAN shall provide the System Availability report to CLIENT, on an as required basis, when requested by CLIENT. This report will contain performance metrics against the System Availability SLA obligations as depicted herein; and specific to unscheduled downtime events only. Remedies: In the event System Availability is not equal to or greater than 99.70% for a given month, CLIENT will be entitled to service level credits against its subsequent payment obligations (as set forth in this Subscription Agreement) according to the following chart: . of monthly service fee) 99.70% - 100.00% No Credit. 95.00% - 99.69% Three percent (3%) of the applicable monthly hosted service fees for the applicable calendar month. 90.00% - 94.99% Six percent (6%) of the applicable monthly hosted service fees for the applicable calendar month. <89.99% Ten percent (10%) of the applicable monthly hosted service fees for the applicable calendar month. CLIENT's credits under this section are CLIENT's sole and exclusive remedy with respect to any Unscheduled Downtime or any failure by MERIDIAN to meet the Service Availability required by this agreement. The monthly available credit is capped at the lesser of $5,000 or the total cap as set forth in the System Availability section herein. 1) Exceptions CLIENT shall not receive any credits in connection with any failure or deficiency Availability caused by or associated with: i. Force Majeure events beyond MERIDIAN's reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third party software (including, without limitation, ecommerce software, payment gateways, chat, statistics or free scripts) or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of this Schedule; ii. Failure of access circuits to the ISP Network, unless such failure is caused solely by MERIDIAN; iii. Scheduled maintenance and emergency maintenance and upgrades; iv. DNS issues outside the direct control of MERIDIAN; V. Issues with FTP, POP, or SMTP CLIENT access; vi. False Schedule breaches reported as a result of outages or errors of any MERIDIAN measurement system; vii. CLIENT's acts or omissions (or acts or omissions of others engaged or authorized by CLIENT), including, without limitation, custom scripting or coding (e.g., CGI, Perl, HTML, ASP), any negligence, willful misconduct, or use of the Services in breach of MERIDIAN's Terms and Conditions and Acceptable Use Policy; viii. E-mail or webmail delivery and transmission; ix. DNS (Domain Name Server) Propagation; and 1 or X. Outages elsewhere on the Internet that hinder access to your account. MERIDIAN is not responsible for browser or DNS caching that may make your site appear inaccessible when others can still access it. MERIDIAN will guarantee only those areas considered under the control of MERIDIAN: MERIDIAN server links to the Internet, MERIDIAN'S routers, and MERIDIAN'S servers. 2) Software Support. MERIDIAN will provide software support as defined below: i. During Standard Business Hours ii. Access for up to three (3) named system administrators, provided their successful completion of Meridian's administrator proficiency training iii. Help desk support and guidance on the use of existing base product functions. Effort exceeding a total of one (1) hour per one function is considered Training and is not included as part of Software Support. iv. Troubleshooting of CLIENT reported functional and technical issues related to the intended use of the Software. V. Troubleshooting of third -party or client -developed content, as it relates to successfully launching and tracking in the Software. To provide effective support for CLIENT submitted support requests, MERIDIAN will categorize issues based upon the issue's severity level and the time it was received. MERIDIAN may require additional details from CLIENT after initial issue submission to help resolve the issue. Additional details regarding severity levels and response time targets are detailed in MERIDIAN's Support Policy. 3) Support Exclusions. All other support that is not explicitly defined in Section 2 Software Support in this Schedule is excluded. 4) Credit Request and Payment Procedures. In order to receive a credit for system availability as defined in Section 27b herein, CLIENT must make a request therefore by sending an email message to creditrequest@meridianks.com. Each request in connection with this Schedule must include CLIENT's account number (per MERIDIAN's invoice) and the dates and times of the unavailability of CLIENT's Web site and must be received by MERIDIAN within ten (10) business days after CLIENT's Web Site was not available. If the unavailability is confirmed by MERIDIAN, credits will be applied within one week after MERIDIAN's receipt of CLIENT's credit request. Notwithstanding anything to the contrary herein, the total amount credited to CLIENT in a particular month under this Service Level Agreement shall not exceed the total Subscription fee paid by CLIENT for such month for the affected Services. Credits are exclusive of any applicable taxes charged to CLIENT or collected by MERIDIAN and are CLIENT's sole and exclusive remedy with respect to any failure or deficiency in the Availability of Service. 28. Insurance Meridian shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder, and the results of that work by the Meridian, its agents, representatives, or employees.. A. Minimum Insurance Coverage - Coverage shall be at least as broad as: Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projectllocation (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. B. Other Insurance Provisions- The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Additional Insured Status- The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Meridian including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Meridian's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Primary Coverage- For any claims related to this contract, Meridian's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Meridian's insurance and shall not contribute with it. Notice of Cancellation- Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. Waiver of Subrogation- Meridian hereby grants to City a waiver of any right to subrogation, which any insurer of Meridian may acquire against the City by virtue of the payment of any loss under such insurance. Meridian agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. C. Acceptability of Insurers- Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. D. Verification of Coverage- Meridian shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Meridian's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. E. Subcontractors- Meridian shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Meridian shall ensure that City is an additional insured on insurance required from subcontractors. P. Special Risks or Circumstances- City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 29. Survival In the event of any termination of the Agreement, Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 21, 22, 23, 24, 25, 27, and 28 shall survive and continue in effect. MERIDIAN! MERIDIAN KNOWLEDGE SOLUTIONS, LLC, a Virginia, limited liability company By: Printed Name: Title: Date: [Signatures continue on the next page] CLIENT: By: Printed Name: Kristine Ridge Title: City Manager Date: ATTEST: Daisy Gomez Clerk of Council APPROVED AS TO FORM: Sonia R. Carvaiho City Attorney By:, _ N . M Laura A. Rossini Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: 2 son Motsick Executive Director Human Resources Agency SCHEDULEI IMPLEMENTATION SERVICES SET UP AND OPTIONAL SERVICES STATEMENT OF WORK # SOW-001 This Schedule One (1) Statement of Work ("SOW') defines the implementation Services being provided by MERIDIAN to CLIENT under the terms and conditions of the Software as a Service and Subscription Agreement; in order to enable MERIDIAN to deliver and CLIENT to receive those Software Services; and is executed by and between MERIDIAN and CLIENT. A. Summary of Scope Implementation Professional Services Standard Deliverable Summary Meridian LMS software will be delivered to CLIENT preconfigured with standard settings derived from best practices. CLIENT will be provided a limited set of software configurable options that can be personalized to enable the software to meet their business needs (i.e. SCORM settings, Virtual meeting setup, domain configurations). MERIDIAN will (1) work with CLIENT to determine how these options should be configured and (2) implement each option based on the set of configurable parameters inherent to the software. Configuration will be limited to the product capabilities outlined in the current version of the MERIDIAN manuals and documentation as well as the scope defined herein. The following table summarizes the software setup tasks that MERIDIAN will provide on a FFP basis. Details and scope of these services are further defined in Section B herein. Standard. Tasks 1. Installation of Meridian LMS Environments 2. Discovery Session/Joint Requirements Development (JRD) 3. Configuration & Branding Application 4. System Integration 5. Production Installation 6. Training T. Go Live Support Additional 8. Historical Data Migration 9. Single Sign -On 10. E-Commerce Integration 11.AdHoc Report Builder Implementation 12.Open Sesame Connection 13. HRIS/User Data Feed 2. Change Control CLIENT acknowledges and agrees that a fundamental guiding principle for planning and executing this process, including the establishment of the User requirements, will be the utilization of existing functionality of the Meridian LMS application on an out of the box basis. This functionality will be used to implement and deploy the requirements as defined herein and further by the Requirements documentation to be mutually developed and approved with the CLIENT. The estimated consulting fees and the planned schedule are based on this principle. The purpose of the Change Management process is to ensure that requests for Project changes (to requirements or software configuration) are properly recorded, evaluated/assessed, properly dispositioned, and incorporated into the software implementation scope as required, and schedules with the proper priority and deliverable due dates. B. Scope Details MERIDIAN will setup CLIENT's solution according to the following in -scope details. Each task is documented below, along with the MERIDIAN and CLIENT deliverables associated with each task, assumptions, and the acceptance criteria. Any additional configurations, or e-learning consulting by MERIDIAN, outside the scope defined herein, can be performed by: a. MERIDIAN Professional Services on a fixed fee or time and materials basis under a separate change request, or b. CLIENT upon the completion of MERIDIAN Administration training. MERIDIAN offers its Direct Labor Rates as depicted herein. Cost estimates for any additional services will be provided to CLIENT upon CLIENT'S request. Upon execution of the Schedule 2 Change Order, defining the additional work to be performed, associated cost and any other relevant information, MERIDIAN will commence work. 1. Standard Setup Tasks: Installation of Meridian LMS Environments. The purpose of this task is to establish the Meridian LMS pre -production environments that support the software implementation lifecycle as outlined further in this SOW and ensure configuration management between software environments. The following software environments will be installed with out of the box settings as part of this task. Stage MERIDIAN'S Staging Environment is an environment that is utilized to setup the (External) CLIENT software based upon scope defined herein. The Stage environment is available for CLIENT Acceptance Testing, allowing project participants and stakeholders to log in and review overall functionality, implementation configurations, product extensions, and integrations that are applicable. 2. Standard Setup Tasks: Discovery Session/Joint Requirements Development (JRD) The purpose of this task is for the facilitation of the Discovery/Joint Requirements Development Session to establish Meridian LMS application branding, system configurations, and integrations. Furthermore, this session provides high level business process mapping to the Meridian LMS application. MEMIDIAN Delliverables CLIENT Deliverables • Deliver one (1) day virtual session Provide proper resources as depicted • Provide software application branding herein. checklist. List of attendees, coordinate date/times, Document configuration requirements in the location(s), and meeting equipment needs. Meridian Standard Requirements Participate in follow up conference calls to Document. complete the Requirements • Rough Order of Magnitudes (ROMs) related Documentation. to any scope changes or new tasks identified. Assumptions. • One (1) day virtual. System configuration requirements are • Use Case and Functional Requirements complete and documented. associated to specific integrations are not in Delivery of session. scope. 3. Standard Setup Tasks: Configuration and Branding Application The purpose of this task is to configure and test the Meridian LMS software application based upon the completed and approved Requirements Document as defined in task B.2 above. MERIDIAN Deliverables CLIENT Delliverables • Complete the setup of all agreed upon Graphics per branding checklist software application configurations. specifications. • Setup One (1) branded Meridian LMS CLIENT specific skin. Assumptions. • Application Branding — MERIDIAN will Configurations completed and tested per deliver one (1) round of final pre -production the Requirements specified in task B.2 skin mock up to the CLIENT for review and above. approval prior to setup in the Meridian LMS Meridian LMS application CLIENT Branded CLIENT Stage environment, skin configured and tested, per the • Application Branding — MERIDIAN wili Requirements specified in task B.2 above. deliver one (1) round of final pre -production skin review and changes upon applying to the Meridian LMS CLIENT Stage environment. • MERIDIAN will conduct and support five (5) days of Customer Acceptance Testing for all tasks defined in section B herein. 4. Standard Setup Tasks: System Integration The purpose of the following task is to setup the inbound to Meridian LMS HRIS Integration. The HRIS inbound feed transmits employee detail from CLIENT's HR system to MERIDIAN (e.g. Employee Name, Organization, and Job Title). CLIENT will provide three (3) flat files to MERIDIAN, in MERIDIAN's format, for the inbound processing and loading of HRIS data (Organizations, Job Titles, User data). The HRIS/DAILY FEED data (flat files) must follow the specifications designated in MERIDIAN's HRIS templates. Any extension of the file schema's and/or processing/validation requirements may result in an expansion of scope for this task and may require additional funding. Meridian's tool to process the aforementioned flat files performs the appropriate inserts and updates of Organization Data, Job Titles, then Users, processing all data through the native API's of Meridian LMS. MERIDIAN Deliverables • MERIDIAN Base HRIS template. Backfill and delivery of the three (3) flat files • Configuration of the Meridian LMS HRIS to Meridian for processing: User Data, Tool based upon the completed Organizations, Job Titles. Requirements Document specified in task B.2 above. • One pre -production load of a subset of CLIENT production ready data for CAT purposes. • One production load of full user data into the CLIENT production environment. Assumptions Acceptance Criteria • One-way HRIS integration inbound to the HRIS Tool configured and tested per the Meridian LMS application only. Requirements specified in task B.2 above, • Meridian configure the HRIS and load a in the Meridian LMS CLIENT Stage subset of CLIENT production ready user environment. data in the Meridian LMS CLIENT Stage One (1) final data load in Meridian LMS environment for testing purposes. CLIENT Production environment. MERIDIAN will conduct and support five (5) days of Customer Acceptance Testing for all tasks defined in section B herein. • Upon completion of CAT, MERIDIAN will load a full set of CLIENT production data in the Meridian LMS CLIENT production environment. 5. Standard Setup Tasks: Production Installation The purpose of this task is to complete the installation of the Meridian LMS base application, database, configurations, branding and integrations into the Meridian LMS CLIENT production environment. • Technical support does not extend to other accessible per the Requirements software or hardware support, data specified in task B.2 above. integrationlmigration or the resolution of base product issues. • MERIDIAN will conduct and support five (5) days of Customer Acceptance Testing for all tasks defined in section B herein. 6. Standard Setup Tasks: Training The purpose of this task is to provide Implementation Readiness and Administrative training during the project implementation. The description of these trainings and the number of respective days is provided below. Training Types Definitions • Implementation Readiness Training (IRT) — two (2) days — The purpose of IRT is to level set terminology and provide core system concepts and features as it relates to key decisions that will be required during the Discovery/Joint Requirements Development Session. • Administrative — two (2) days — The purpose of Administrative training is to provide the in- depth knowledge necessary to support administration system features and functions for the set up and management of the Meridian Learning Management System. MERIDIANDelliverables CLIENT Delliverables Conduct required training sessions as Provide list of trainees, location(s), and depicted herein. training equipment in order to facilitate a • Printed Student Guides for up to twelve (12) hands-on training and demonstration of people. product features and functionality. • Pre -approval of travel reimbursement, if onsite instructor led training is required. Assumptions. • No more than twelve (12) people. Delivery of the scoped number of days of Travel costs are not included in the cost. training by type. Implementation Readiness Training is provided prior to the Discovery/Joint Requirements Session. Administrative Training is typically provided towards the end of the implementation. schedule, prior to the Customer Acceptance Testing initiation; but can be mutually agreed upon. • A minimum of two (2) weeks' notice is required prior to the scheduling of training in order to appropriately manage resource schedules and minimize travel costs/impacts. End User Training is not provided within the current scope of services. Train -the -Trainer Training is not provided within the current scope of services. Technical Training is not provided within the current scope of services. Training Cancellation Policies Rescheduling or cancellations may result in a cancellation fee per the following schedule, plus any reasonable and necessary expenses incurred as a result of preparing to deliver the training described herein. Notification of a cancellation or reschedule must be made to MERIDIAN in writing. More than 20 business days prior to training — 0% of standard Training fee. • 11-20 business days prior to training start — 25% of standard Training fee. • 6-10 business days prior to training start — 50% of standard Training fee. • 0-5 business days prior to training start — 100% of standard Training fee. 7. Standard Setup Tasks: Go -live Support The purpose of this task is to provide CLIENT support from the initial deployment of configurations, branding, and integrations into the Meridian LMS CLIENT Production environment. This period allows the CLIENT to validate that Meridian LMS application containing all configuration, and integrations into the Production environment. Furthermore, it is the period in which the CLIENT is to finalize administrative configuration settings, new course and content readiness. 8. Additional Tasks: Historical Data Migration The purpose of this task is to provide a Data Migration with the standard Meridian LMS implementation services as depicted herein. The Legacy Data Migration (migration of user historical transcript data to Meridian LMS), Meridian will support a one-way, inbound, one-time Production data migration to import historical data based on the maximum record set of up to 100,000 records. AAN Deliverables CLIENT Deliverahlr MERIDIAN Base Data Migration template. Backfill and delivery of the one (1) flat • Configuration of the Meridian LMS HRIS Tool file to Meridian for processing: User based upon the completed Requirements Data, Transcripts. Document specified in task B.2 above. • One pre -production load of a subset of CLIENT production ready data for CAT purposes. One production load of full user data into the CLIENT production environment. Assumptions Acceptance Criteria One-way inbound Data Migration into the Data Migration completed and tested per Meridian LMS application only. the Requirements specified in task B.2 • CLIENT cannot change the format of the Data above, in the Meridian LMS CLIENT Migration XLS file template. Stage environment. • Meridian will load a subset of CLIENT One (1) final data load in Meridian LMS production ready historical data in the Meridian CLIENT Production environment. LMS CLIENT Stage environment for testing purposes. • Content is not included in -scope. • MERIDIAN will conduct and support five (5) days of Customer Acceptance Testing for all tasks defined in section B herein. • Upon completion of CAT, MERIDIAN will perform a one-time full data load of CLIENT production data in the Meridian LMS CLIENT production environment. 9. Additional Tasks: Single Sign -On The purpose of this task is to provide an Active Directory or SAML integration with the Meridian LMS implementation. Setup is limited to the Meridian LMS application out -of -the -box solution for the integration of Microsoft Active Directory services/LDAPISAML 2.0. MERIDIAN Delliverables CLIENT Deliverables If Active Directory or LDAP: If Active Directory or LDAP: • Map Active Directory (AD) accounts to Provide remote access and credentials Meridian LMS using "sAMAccountName" or to access AD/LDAP for application other unique identifier. Business Logic to query for Establish service to query AD. authentication. • Configure IPsec tunnel. Validate AD access in Meridian LMS If SAML 2.0: CLIENT Stage and Production • Configure SAML Assertion Authentication. environment. Configure digital certificate for SAML signature SAML 2.0: validation. Provide SAML Authentication Configure SSL certificate for Meridian LMS environment. site. Provide digital certificate to enable SAML digital signature on Meridian LMS hosting server. Provide SSL certificate to enable secured communication between Meridian LMS and Authentication provider. Validate SAML access in Meridian LMS CLIENT Stage and Production environment. AcceptanceAssumptions • Alternate or multiple Directory Services are out AD/LDAP/SAML integration/access of scope. validated in Meridian LMS CLIENT • Single Sign -On mechanism must be Stage and Production environments; and utilized/enforced across all domains. per the Requirements specified in task SAML 2.0 Assertion integration assumes user B.2 herein. accounts already exist in Meridian LMS and UID attributes of SAML assertion properly maps to the Meridian LMS Login ID. MERIDIAN will conduct and support five (5) days of Customer Acceptance Testing for all tasks defined in section B herein. 10. Additional Tasks: eCommerce Integration The purpose of this task is to provide E-Commerce integration with the Meridian LMS implementation. The Meridian LMS application has native and standard integration capabilities with CyberSource, PayPal, Digital River, Authorize.Net and Elavon's e-commerce engine. Meridian will support the configuration and setup of one integration to work with Client's respective merchant account. MERIDIAN Deliverables CLIENT Delliverables • Configuration of the Meridian LMS application e- Provide MERIDIAN with the Commerce functionality with Client's account applicable Merchant Account (one (1) Payment Gateway only). Assumptions. credentials. • CLIENT will provide MERIDIAN with the CLIENT validation of a successful Merchant Account credentials to support the transaction of purchase through e- required configurations of the Merchant Account commerce functionality into the live to be used/integrated with the Meridian LMS Merchant account. application's e-commerce functionality. Confirmation that the e-commerce Limited to one (1) payment Gateway only: TBD functionality has been correctly • Any other Payment vendors requiring integration configured and is functioning with are not covered under this scope of work. Customer's account information, and • MERIDIAN will conduct and support five (5) days in the Requirements specified in task of Customer Acceptance Testing for all tasks B.2 herein. defined in section B herein. 11. Additional Tasks: AdHoc The purpose of this task is to install and setup the standard AdHoc reporting module for the CLIENT. Setup is limited to the Meridian LMS out of the box solution for AdHoc module that includes identified base product views and data object relationships. MERIDIANDeliverables CLIENT Delliverables • Configuration of the Meridian LMS application. Provide MERIDIAN confirmation of functionality is configured within Stage/Production environments. Assumptions. • CLIENT to configure desired base/custom Confirmation that the Meridian AdHoc views and database object relationships functionality has been correctly through configuration console that are not configured and is functioning per the currently exposed via the identified base Requirements specified in task B.2 product views. herein. MERIDIAN will conduct and support five (5) days of Customer Acceptance Testing for all tasks defined in section B herein. 12. Additional Tasks: Open Sesame Integration The purpose of this task is to configure and connect to the CLIENT's Open Sesame account of courseware. Setup is limited to the Meridian LMS out of the box solution. MERIDIAN Deliverables CLIENT Deliverables Configuration of the Meridian LMS application. Provide MERIDIAN all requested account information. Assumptions Acceptance Criteria MERIDIAN will create all needed configurations Confirmation that the Meridian Open and database updates. Sesame functionality has been correctly configured and is functioning per the Requirements. 13. Additional Tasks: HRISIUser Data Feed C. Project Schedule The scope of the implementation services as depicted herein is limited to a one (1) phase software deployment, estimated to take sixteen (16) weeks. Schedule is dependent on CLIENT's ability to: 1. Complete all Discovery and Planning activities per the mutually agreed upon baselined Project Plan, including but not limited to: a. Data Template Completion. 2, Provide Configuration and Integration Requirements in a timely manner. 3. Provide feedback on all loaded data in a timely manner. 4. Execute Customer Acceptance Testing activities per the agreed upon Project Plan. A draft Project Plan will be provided within one (1) week after the Project Kick -Off date. The detailed Project Plan is subject to modification during the software implementation lifecycle with the mutual agreement of both the CLIENT and MERIDIAN. D. Roles and Responsibilities MERIDIAN and CLIENT agree to staff the Project at levels and conditions as set forth in the mutually agreed upon Project Plan. At a minimum, across all tasks as defined in section B.2 above, the Project will be staffed as follows: MERIDIAN Resources Role ResponsibilitiesParticipation Acts as Meridian's single Deployment Project Management point of contact Stages. experience managing throughout the project. Discovery. teams, issues, Develops and manages Execute. project schedules project plan. Deploy. and financials. Manages project issues Warranty. Meridian LMS and mitigates risk on Workstreams configuration skills, behalf of Meridian. Project Mgmt. Process definition Prepares for and Software skills. conducts status Setup. meetings. Meridian Provides status reports University. and financial tracking. Project Manager Conducts Requirement Confirmation Workshops. Participates in and coordinates design, configuration, development, testing and deployment activities. Note: In most cases, the Meridian Project Manager is not fully dedicated to one specific customer deployment since the responsibility does not require a full-time resource. Conduct Requirement Deployment Meridian LMS Confirmation workshops Stages. product features & to gather in -scope Discovery. functionality expert. product extension Execute. Industry Business Technical Solutions requirements for Warranty. Process expert. Architect complex projects only. Workstreams SQL database skills. Drives the joint project Software SQL query skills. team to a solution to Setup. Process definition meet all requirements in skills. the most efficient and Data analysis skills. constructive manner. Participates in execution Data conversion of software development skills. and testing activities. Facilitates end -user and Deployment Meridian LMS system admin Stages. product configuration Requirements Gathering Discovery. skills. Sessions. Execute. In-depth Industry and Confirms configuration Deploy. process knowledge. requirements. Warranty. SQL query skills. Identifies gaps and Workstreams. Process definition Implementation works with integrated Software skills. Consultant team to develop Setup. Data analysis skills. resolutions. Performs data conversion and migration activities. Configures and tests software per defined requirements. Establishes technical Deployment Meridian LMS environments. Stages. development expert. Extends software for Discovery. SQL database skills. requirements not Execute. SQL query skills. Application supported by out -of -the- Deploy. NET development Developer box features & Warranty. skills. configurations. Workstreams. Meridian LMS Configures/Develops Software technical integrations with the Setup. infrastructure skills. product per defined requirements. Analyzes and assesses Workstreams. In-depth Industry client's maturity level and Post knowledge. skill sets. Deployment. In-depth knowledge Assesses client's of industry best Account Manager business processes and practices. goals. Strategic planning. Creates Project/Account recommendations to Management. drive the maturity and the business forward. Establishes and tracks Process definition strategic initiatives. and development skills. Enablement and communications expert. Delivers Implementation Deployment Meridian LMS Readiness and LMS Stages. product features & Administrator training. Discovery. functionality expert. Tailors training delivery Execute. In-depth knowledge Meridian Trainer to meet customer's Workstreams of industry best business requirements Meridian practices. and/or configuration University. decisions. Finalizes training logistics. E. Cost Estimate Item Description Standard Software Setup -Cost $ 28,875.00 Training $6,000.00 Historical Data Migration $14,190.00 Single Sign -On $4,950.00 eCommerce Integration $6,270.00 HRISIUser Data Feed $10,065.00 AdHoc Setup $4,290.00 Open Sesame Integration ILL20.00 Total Software Set up Fees $75,960.00 ASSUMPTIONS: All Services are an estimate based on the understanding of the scope of work. Implementation Services may vary based on increased domains, user audience, and scope, or time changes. Any additional Services that are identified through the workbook process (additional modifications, integrations, professional services support or consulting) can be added to this Agreement as needed or in a later CO SOW. 2. All pricing for additional scopes of work is valid for ninety (90) calendar days from the date of submission to the CLIENT. 3. Travel costs are not included in the Cost Estimate and will be invoiced per MERIDIAN'S current travel guidelines. F. Out of Scope The following is currently deemed outside of the scope for this implementation: • Migrations, integrations, modifications to the system that are not explicitly included in the scope of this SOW. • Custom reports, localization, documentation, or online help. • Content cleansing, migration, or uploading unless specifically identified. • Consulting or professional services not specified in the implementation tasks (i.e. courseware development, courseware troubleshooting, SCORM, HW/SW configurations or internal network setup or maintenance). • Advanced Graphical design or other advanced (e.g. flash) GUI support. • Editable training materials such as instructor and student guides. G. Change Management MERIDIAN recognizes that changes are a normal part of the project life cycle. Changes to the scope or timeline of the Services contemplated by this Agreement will require a formal Change Order Statement of Work ("Schedule 2") to be submitted by the MERIDIAN Project Manager to the CLIENT. Changes in scope may include an increase in cost and/or timeline and will be specified in each change request. Prior to beginning the change request, CLIENT must execute the Schedule 2 Change Order. MERIDIAN requires formal change acceptance before beginning work on any changes. Changes within the defined scope of the contract need approval by the CLIENT Project Manager and the MERIDIAN Project Manager. Acceptance for scope changes, are given when both the CLIENT Project Manager and the MERIDIAN Project Manager formally approve the change by signing off on Schedule 2 so that miscommunications are avoided. Project change procedure is as follows: i. Identify change (can originate from the CLIENT Project Manager or the MERIDIAN Project Manager); ii. MERIDIAN completes Change Request Form; iii. MERIDIAN Project Manager determines the impact of the proposed change (schedule, resources, time, and/or cost); iv. MERIDIAN Project Manager submits Schedule 2 to the CLIENT Project Manager for review/approval. V. MERIDIAN Project Manager receives approval from the CLIENT Project Manager within three (3) business days; and vi. MERIDIAN Project Manager modifies or, if necessary, re -baselines the Project Schedule and Plan to include the approved change. vii. Work begins as agreed upon to incorporate change; or, viii. MERIDIAN Project Manager works with the CLIENT Project Manager to either adjust the requirements or revise the workload distribution, documenting all changes on a revised Change Request Form. Change Management Criteria are as follows: i. Any change that is outside the scope of effort defined in Schedule 1; ii. Any additional deliverable or service not defined in Schedule 1, or changes to an accepted deliverable; iii. Any subsequent modifications to an approved Change Request; iv. Modifications to the technical or management approach defined in Schedule 1; V. Any change in workload or environment or application inventory; vi. Any additional activity or task not defined in Schedule 1 for a planned deliverable; vii. A contradiction to items, assumptions or responsibilities stated in Schedule 1; viii. A delay in turnaround of approvals, information, answers to questions; and ix. Time lost due to reasons such as unavailability of equipment, software, or access to environment/infrastructure needed by the project team. H. Acceptance Management In an effort to avoid schedule delays stemming from delayed approvals of dependent tasks, MERIDIAN and CLIENT will mutually define a reasonable acceptance review period that does not jeopardize the project duration as outlined within the project management support period. Delays in accepting project deliverables could result in a schedule slippage equaling as much as one day for every day acceptance review is delayed. Below are the methods used to verify and validate each of the defined deliverable(s). i. Deliverable Review and Approval. MERIDIAN will provide deliverables to the CLIENT. Documentation deliverables will be provided to CLIENT in electronic form. A Deliverable Acceptance Form will be submitted to the CLIENT Project Manager for each deliverable. CLIENT will provide MERIDIAN with one set of consolidated comments. MERIDIAN will provide a CLIENT Quality Control (QC) sheet that may help the CLIENT collate all comments priorto delivering to MERIDIAN. The deliverable will be deemed acceptable when it satisfies the acceptance criteria specified for each deliverable or service or within ten (10) calendar days if no response is received. The Deliverable Acceptance will be signed and returned to MERIDIAN upon review of the deliverable within the mutually defined period as stated upon under acceptance management. In the event that the CLIENT rejects a deliverable, MERIDIAN will resubmit the deliverable to the CLIENT with the required changes within a mutually agreed upon timeline. ii. Acceptance Authority. CLIENT will specify a single point of contact with deliverable acceptance/sign off authority. Sign off acceptance is required for deliverable by the approving authority, prior to moving any customizations to the production site. iii. Withholding Acceptance. CLIENT shall not unreasonably withhold acceptance. If Acceptance is not granted or rejected within the mutually agreed upon timeframe, automatic Acceptance will be granted. In the event that failure to provide Acceptance extends the timeframe of the implementation activities within the respective Schedule 1, CLIENT may be liable for additional Project Management time in order to extend the schedule. iv. 30 Day Post -Delivery Warranty. After sign -off approval has been received, and MERIDIAN has delivered the files, CLIENT will have thirty (30) calendar days in which to report any production errors to the Project Manager. MERIDIAN will assess the error and correct as long as the error is within the scope of the original task completed. After thirty (30) calendar days from the date the files were delivered to the CLIENT, MERIDIAN will provide a cost estimate for any errors/revisions requested unless those costs are covered under separate sections of this Agreement. This warranty is only in terms of the work performed under the Exhibit A. I. Invoicing Schedule MERIDIAN will invoice Services based on the following deliverable milestones within the implementation timeline. i. Contract Execution (30%] — Upon Contract Execution, thirty percent (30%) of the SOW fee will be invoiced. ii. Delivery to CLIENT Stage Environment [40%] — At the point of all programmatic deliverables being released to the CLIENT Stage Environment for CLIENT review, the second forty percent (40%) of the SOW fee will be invoiced. iii. Delivery to Production [30%] -- At the point of all programmatic deliverables being delivered for application to the Production Environment, thirty percent (30%) of the SOW fee will be invoiced. J. Additional Services— Labor Rates Labor Application Architect 1 $194.12 Application Architect 11 $222,33 Application Architect [II $250.54 Application Developer 1 $143.67 Application Developer II $183.58 Labor Application Developer III $225.37 Computer Programmer $89 60 Computer Systems Analyst 1 $81.91 Computer Systems Analyst II $118.55 Computer Systems Analyst III $176.74 Functional IT Consultant 1 $156.57 Functional IT Consultant II $184.67 Functional IT Consultant 111 $186.85 Functional IT Consultant IV $237.21 Functional IT Consultant V $333.36 Information Technology Director 1 $226.59 Information Technology Director Ii $254.31 information Technology Director III $305.17 Principal IT Reengineering Analyst $207.82 Principal Systems Engineer/Architect $189.09 Program Manager $291.69 Project Manager 1 $165.17 Project Manager II $185.19 Project Manager ill $222.21 Project Manager IV $245.86 QA/QC Specialist 1 $92.48 QA/QC Specialist II $146.19 QA/QC Specialist 111 $190.02 Senior IT Re -engineering Analyst $140.42 Software Testing Engineering $138.48 Software Trainer $130.80 Sr. Technical Documentation Specialist $156.59 Sr. Quality Analyst $229.28 Web Designer 1 $89.79 Web Designer 11 $109.75 Web Designer III $129.71 K. Authorization By signing below, CLIENT is authorizing MERIDIAN to move forward with the development and testing of the requested functionality, as detailed within this document. CLIENT agrees that the requirements, as documented herein, meet or exceed the expectation of the requested functionality. Once signed, this page should be faxed or emailed to Meridian Knowledge Solutions, LLC: To the attention of: Contracts Fax #: 703.322.9568 Email legal(o-)trustvip.com MERIDIAN: MERIDIAN KNOWLEDGE SOLUTIONS, LLC, a Virginia, limited liability company By: Printed Name: Title: Date: CLIENT: City of Santa Ana By: Printed Name: Title: Date: ATTEST: Daisy Gomez Clerk of Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By a'c Laura A. Rossini Chief Assistant City Attorney n90101►1ALEI►10121011 I:7_rJin, 071-1lw Z2_.ww= Xec( n Motsick utive Director Human Resources Agency :mention XNOW46DGE SOLUTIONS SaaS.Agreement. Multi —Tenant SCHEDULE 2 Software as a Service Subscription Term and Fees Subscription Term and Fees a. Software: Meridian LMS b. Modules/Components. The following additional modules and components are included/enabled: i. Dominknow ii. Ad Hoc Report Builder iii. Optional Content Add -on, OpenSesame Plus 100: $47,055 per year on a 3-year term {discounted by 2% if paid all three (3) years in advance). c. Languages. The following language packs are included/enabled: i. English (US) [included] d. Initial Subscription Term The initial term of this subscription will be 3 years commencing from the Effective Date of this Agreement. e. Renewal Period Terms Upon expiration of the Initial Subscription Terris, this Agreement will be renewable in subsequent one-year terms based on the then current pricing for the Applications, Modules/Components, and Languages listed above. f. Number of Authorized Users. Maximum of 1500 internal active users "Authorized Users" is defined as the total number of user accounts that have access to the system during the annual subscription term. g. Additional User Subscription Fees Additional "Authorized Users" can be added at any time during the Initial Term or Renewal Period Terms based on the then current Subscription pricing for additional users h. Bandwidth and Storage The following bandwidth and storage limitations are included as part of this Agreement. Any additional bandwidth or storage required by CLIENT will be subject to current published price list. • Bandwidth: 100GB/month (1.2 TB/annually -- measured annually) • Additional content storage is priced at $500 annually for 100 GB. Bandwidth will be measured based upon total in/out traffic. Bandwidth will be monitored on a monthly basis in relation to the commitment levels, however bandwidth will be measured based upon total usage over the annual term. Overage fees may apply go consuming more bandwidth. Subscription Fees The following subscription fees apply to this Agreement: If annual subscription fees for multiple years of the Initial Subscription Term are paid in advance and the CLIENT cancels in accordance with the General Terms and Conditions §11(b) after the first year of the Initial Subscription Term but prior to the start of the next annual term, the remaining subscription fee for the Initial Subscription Term will be refunded to the CLIENT. Subscription Fees Period of performance Fees Invoice date 5/18/2022 — 6/30/2022 $3,576.89 On execution 7J112022 — 6/30/2023 $30,362.00 On execution 7/1/2023 — 6/30/2024 $30,362.00 On execution 7/1/2024 — 6/30/2025 $30,362.00 On execution Total subscription fees for 3 years and 43 days: $94,662.89 j. Set-up Fee The following set up fees apply to this Agreement, and are defined in Schedule One (1) of this agreement: $75,960 [Signatures are on the next page] MERIDIAN: CLIENT: MERIDIAN KNOWLEDGE SOLUTIONS, City of Santa Ana LLC, a Virginia, limited liability company By: Printed Name: Title: Date: By: Printed Name: Title: Date: ATTEST: Daisy Gomez Clerk of Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By:10,kAQ4 Laura A. Rossini Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: Jason Motsick Executive Director Human Resources Agency CHANGE ORDER TO SCHEDULE 1 STATEMENT OF WORK #CO-001 (TEMPLATE) IMPLEMENTATION OF THE MERIDIAN LMS FOR City of Santa Ana This is a Change Order to Schedule 1 — Statement of Work ## SOW-001, dated May 17, 2022 , and defines changes to the work to be provided under the terms and conditions of the Contract Agreement signed between MERIDIAN and CLIENT. A. Effective Date of this Change Order This Change Order is effective upon its execution by MERIDIAN and CLIENT. The estimated Change Order commencement date is May 17, 2022. B. Summary of Changes to the Scope of Implementation Professional Services CLIENT has requested the following changes to the LMS implementation in support of Additional content add -on. C. Authorization By signing below, CLIENT is authorizing MERIDIAN to move forward with the development and testing of the requested functionality, as detailed within this document. CLIENT agrees that the requirements, as documented herein, meet or exceed the expectation of the requested functionality. Once signed, this page should be faxed or emailed to Meridian Knowledge Solutions, LLC: To the attention of: Contracts Fax #: 703-322-9568 Email contracts 0)meridian ks.com SIGNATURE PAGE MERIDIAN: CLIENT: MERIDIAN KNOWLEDGE SOLUTIONS, LLC, City of Santa Ana a Virginia, limited liability company By: Printed Name: Title: Date: By: Printed Name: Title: Date: ATTEST: Daisy Gomez Clerk of Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: T a,,, N. �"' /Y\. x Laura A. Rossini Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: Ja n a SIC ecutive Director Human Resources Agency Police Department www.santa-ana.org/pd Item # 25 or City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Agreement with HCl Environmental & Engineering Service for Police Range Cleaning Services AGENDA TITLE: Approve a Three -Year Agreement with HCI Environmental & Engineering Service for Police Range Cleaning Services (General Fund) RECOMMENDED ACTION Authorize the City Manager to execute an agreement with HCI Environmental & Engineering Service for police firing range cleaning and ventilation system filter replacement for the period of June 1, 2022 through May 31, 2025 in an amount not to exceed $203,364, which includes a ten -percent contingency ($18,488), subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Police Department firing range regularly accumulates large amounts of lead due to range training, which is conducted on a monthly basis. As a result, the firing range requires regular cleaning by a certified hazardous materials removal company to ensure the safety of Police Department personnel. On February 3, 2022, the Police Department issued Request for Proposals (RFP) No. 22-020 to select a vendor for a new three-year agreement. Five contractors attended the mandatory job walk, and on March 3, 2022 one proposal was received from HCI Environmental & Engineering Service (HCI). HCI is the incumbent contractor. The Police Department is recommending the City enter into a three-year agreement with HCI. HCI possesses the required environmental certifications and has performed range cleaning services for the Santa Ana Police Department firing range since 2018. HCI will clean the bullet trap in upper range on Year 1 and Year 3 (FY 2022-23 and FY 2024-25 respectively), and clean the bullet trap in both upper and lower range (which receives less use) during Year 2 (FY 2023-24). HCI will be responsible for replacing and disposing of the range filters on a quarterly basis. The Police Department will provide the filters to save cost. HCI will also clean the forensic ballistic firing test tank on an annual basis. City Council 25 — 1 5/17/2022 Agreement with HCI Environmental & Engineering Service for Police Range Cleaning Services May 17, 2022 Page 2 This agreement includes a ten percent contingency for unanticipated work. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds for this agreement will be budgeted and available in the Police Department's Training Services, Contract Services account (no. 01114410-62300) for the following fiscal years: Fiscal Accounting Unit Fund Accounting Unit, Account Year — Account # Description Description Amount FY 22-23 01114410-62300 General Fund PD Training Services $ 53,195 Division — Contract Services FY 23-24 01114410-62300 General Fund PD Training Services $ 94,843 Division — Contract Services FY 24-25 01114410-62300 General Fund PD Training Services $ 55,326 Division — Contract Services Total $203,364 EXHIBIT(S) 1. Agreement with HCI Environmental & Engineering Submitted By: David Valentin, Police Chief Approved By: Kristine Ridge, City Manager City Council 25 — 2 5/17/2022 AGREEMENT WITH HCI ENVIRONMENTAL FOR GUN RANGE CLEANING SERVICES THIS AGREEMENT is made and entered into this 171h day of May, 2022 by and between HCI Environmental & Engineering Services, ("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 February 3, 2022, the City issued a Request for Proposal #22-020 ("RFP") seeking proposals from qualified firms and organizations to provide the Santa Ana Police Department with range cleaning services for two indoor firearm ranges and a water ballistic tank located at the police station. B. Consultant submitted a timely proposal which was selected by the City. Consultant represents that it is able and willing to provide such services to the City and the proposal shall be incorporated by reference to this Agreement, as though fully attached hereto. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $203,364. The sum of this amount includes the base amount of $184,876 for services and a 10% contingency amount of $18,488 for additional services to be performed at the sole discretion of the City. 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. City Council 25 — 3 5/1 2 of 9 3. TERM This Agreement shall commence on June 1, 2022, and continue for a three (3) year term until May 31, 2025, unless terminated earlier in accordance with Section 16, below. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. City Council 25 — 4 5/1 of 9 7. INSURANCE Consultant shall procure and maintain for the duration of the contract insurance against claims forinjuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, his agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: • Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. • Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. • Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). Primary Coverage For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, City Council 25-5 5/1 of 9 officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. Waiver of Subrogation Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Claims Made Policies (note — should be applicable only to professional liability, see below) If any of the required policies provide claims -made coverage: 1. The Retroactive Date must be shown, and must be before the date of the contract or thebeginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. Verification of Coverage Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City Council 25 — 6 5/1 2 of 9 Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, 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 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. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. f 9 City Council 25 — 7 5/1 o 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. 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. W. 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. City Council 25 — 8 5/1 2 of 9 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. 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. 18. 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. 19. 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 of 9 City Council 25 — 9 5/1 22 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. 20. 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 Fax: 714- 647-6956 With courtesy copies to: David Valentin Chief of Police City of Santa Ana 60 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 Fax: 714-245-8190 To Consultant: HCI Environmental & Engineering Services Attn: Gregory J. Parker, President/CEO 114 Business Center Drive Corona, CA 92880 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. City Council 25 — 10 5/1 of 9 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. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated 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. 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: Tamara Bogosian Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: David Valentin Chief of Police CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: Gregory J. Parker President/CEO City Council 25 — 11 5/1 2of 9 EXHIBIT A SCOPE OF SERVICES City Council 25 — 12 5/17/2022 (9) Exhibit A CITY OF SANTA ANA EXHIBIT 1 SCOPE OF SERVICES Scope of Services A contractor hired pursuant to this RFP shall be responsible for: A. The work covered by this section includes the wet wipe down of items and materials containing lead contaminated dust. Handling of lead contaminated dust which is encountered during the cleanup activities includes, but is not limited to interior brick walls and wall attachments (electrical conduits/ panels, sound proofing wall and ceiling panels), HVAC exhaust ducts, and the incidental procedures and equipment required to protect workers and occupants of the building, or both, from contact with airborne lead dust and fallen dusts containing lead. The work also includes the proper disposal of the removed Lead contaminated dust at an approved disposal site according to current Federal, State, Regional, or Local regulations that apply. B. The contractor shall supply all labor, materials, equipment, service, insurance and incidentals which are necessary or required to perform the work. The work shall be performed in accordance with applicable governmental regulations and these specifications. C. The contractor's employees must have completed the 3-day Lead Worker certification course as required by the California Department of Health Services (CDPH), Title 17, CCR, Section 35001-35050 and Sections 36000-36100. The CDPH Supervisor and Worker training certificates and CDPH current picture identification cards shall be provided to the City. Note: HAZWOPER Certification is NOT sufficient to meet this requirement. D. The Contractor will be responsible for all medical monitoring before and after service in accordance with applicable laws and regulations including without limitation OSHA 29 CFR 1910.1025 and Title 8, CCR 1532.1. E. The Contractor will be responsible for all environmental and health and safety monitoring including without limitation conducting personal breathing zone monitoring (pursuant to 8 CCR 1532.1 and 5155 Table AC-1) and supply a copy of the results and all required disposal tests. F. All waste will be considered to be lead hazardous waste and handled as such according to Title 22, California Code of Regulations. Any reclaimed brass shall have to be transported with a Lead Hazardous Waste manifest (unless the brass is sufficiently cleaned on site so as not to have any loose lead -dust) and delivered to a California Department of Toxic Substances and Control (DTSC) approved recycler; the stated recycler shall send a receipt of receiving the materials to the City before payment for the job will be rendered. G. The contractor will be responsible for the removal as specified and the storage, transportation and disposal of all Lead materials removed from surfaces as well as all removed components in the affected area. H. This lead specification is general in scope to cover conditions that most often occur. However, the contractor is bound only by the applicable portions of the specification. Additional or specific instructions to the contractor may be added as part of the Scope of Work. In such cases, the contractor is bound by those special provision or requirements. RFP No. 22-16yy Council — 5 1J PN� 07 0f 38 (2) CITY OF SANTA ANA II. Contractor Qalifications The contractor must: A. Be licensed by the State of California to engage in the removal and disposal of hazardous waste. B. Ensure that employees wear appropriate personal protective equipment (PPE). At a minimum, a half -face APR with P-100 filters, gloves, and disposable suits, commonly known as Level C PPE. C. All workers who will or may come in contact with lead wastes/dusts shall be CDPH certified, have medical clearance to work around lead and to wear a respirator and have proof of current respiratory training and fit -testing. D. Assure that all used filters, vacuum bags containing spent lead; decontamination supplies, used PPE, and any other waste are packaged properly as lead -contaminated waste. E. Prepare hazardous waste manifests. F. Assure that all hazardous waste items are picked up and disposed of by a licensed hazardous waste transporter. G. Observe all Federal, State, and local laws, ordinances, regulations and prohibitive orders governing lead removal and shooting ranges. H. By submission of their bid, certify that they are aware of, and will comply with all such laws, regulations, and prohibitive orders. I. Perform general background checks on any employees or subcontractors that will have access to the shooting range. J. If awarded the contract, provide verification of background checks on employees or subcontractors that will have access to the shooting range. K. Use the City of Santa Ana's EPA identification number for the Police Facility located at 60 Civic Center Plaza, Santa Ana CA 92701. III. Contractor Responsibilities Tasks the awarded Contractor shall be responsible for include, but are not limited to the following: A. This specification covers the wet wipe down of lead contaminated dust as defined below: a. COMPONENT/ SUBSTRATE i. Rubber material & bullets that are captured within the rubber ii. Lead contaminated dust and bulk debris b. LOCATION i. Upper range backstop & catch basin ii. Lower range backstop & catch basin iii. Upper range lanes iv. Lower range lanes v. Upper range shooting stations vi. Lower range shooting stations vii. Range patrol vehicle training prop viii. Range Master office ix. Weapons cleaning room x. Corridor A. HVAC units xii. Duct work Ventilation system with in the gun range and work area xiii. Upper level restroom xiv. Lower level restroom RFP No. 22-16HY CouncilHAIVUL — 5 1PN10 of 38 w CITY OF SANTA ANA c. BALLISITC FIRING TEST TANK (LOCATED IN FORENSIC BAY) i. Approximatley 275 gallon metal ballistic tank where firearms are shot into liquid, making it able to collect the projectile. d. LEAD DUST CLEANUP Decontamination of all surfaces inside negative pressure containment created by HEPA filtered negative air machines and using a HEPA vacuum and wet cleaning agents to remove Lead dust & bulk debris from the work area shall be conducted quarterly. e. RECLINNING RUBBER BULLET TRAP MAINTENANCE i. Contractor shall complete the separation of the rubber material from the lead material and re -packing the Bullet Trap/ Hopper with recycled rubber material within (3) consecutive business days. ii. Contractor shall extract lead from the rubber material using removal techniques that shall ensure all decontamination procedures are in compliance with CAL OSHA and EPA 22CCR66015 Hazardous Waste Control Law. iii. Contractor to shovel and rake rubber media to re-create factory specification slope angle for the bullet trap. iv. Contractor to use extra bags of rubber material to insure proper angle. v. Contractor to apply a surface coat of fire retardant powder over rubber media. vi. Contractor shall clean lead contaminated equipment on the indoor firearm range. vii. Contractor shall remove bullet material from premises. viii. Contractor shall post signs (required by 8CCR526) visible upon entering the indoor firearm range that states: "DANGER LEAD WORK AREA MAY DAMAGE FERTILITY OR THE UNBORN CHILD CAUSES DAMAGE TO THE CENTRAL NERVOUS SYSTEM DO NOT EAT, DRINK OR SMOKE IN THIS AREA" ix. Contractor shall provide all equipment necessary to complete the job in accordance with all State and Federal Occupational Safety and Health Administration (OSHA) Regulations Standards- 29 CFR- lead 1910.1025, and National Institute for Occupational Safety and Health (NIOSH) Personal Protective Equipment (PPE) guidelines. This will include using a vacuum with high efficiency particulate abatement (HEPA) and protective equipment and a HEPA negative pressure air machine; the HEPA vacuum (if used outside a negative pressure containment) and the negative air machines used to create a negative air pressure containment, shall be certified by SCAQMD. f. VENTILIATION SYSTEM FILTER CHANGE & DISPOSAL Filters will be provided by the City. Filter type, quantity, and frequency of change below: RFP No. 22-119y Council — 5 1PN1 of 38 CITY OF SANTA ANA Location Filter Type Filter Size Quantity Frequency of Total # Replacement of Filters Per Year Fresh Air Filter Pleated 24 in X 24 in X 2 in 15 (total weight 10- 15lbs) Quarterly 60 (No lead- normal disposal) Upper Range Pre- Filter- Lead Pleated 24 in X 24 in X 4 in 10 (Weight about 15 Ibs) Quarterly 40 Supply Unit cont. Bag/pocket 24 in X 24 in X 1 in metal 10 (Total weight about 10-12 Bi-annually 20 Filter- Lead frame ext to 12 in in use Ibs) HEPA Filter 24 in X 24 in X 12 in 10 (Total weight about 350- Annually 1 mostly metal and heavy 400 Ibs) Upper Range Pre- Filter Pleated 24 in X 24 in X 4 in 2 - 5lbs Quarterly 4 Exhaust Pleated 24 in X12 X4 2 - 5lbs 4 Unit Bag Filter 24 in X 24 in X 1 in frame 2 - 5lbs Bi-annually 2 extend to 12 in in use 2 - 5lbs 2 24 in X 12 in X 1 in frame extend to 12 in HEPA Filter 24 in X 24 in X 12 in 2 (Total weight about 80 to Annually 2 mostly metal and heavy 100 Ibs) 2 24 in X 12 in X 12 in 2 (Weight about 50-60 Ibs) Lower Range Pre- Filter- Lead Pleated 24 in X 24 in X 4 in 10 (Weight about 15 Ibs) Quarterly 40 Supply Unit cont. Bag/pocket 24 in X 24 in X 1 in metal 10 (Total weight about 10-12 Bi-annually 20 Filter- Lead frame ext to 12 in in use Ibs) HEPA Filter 24 in X 24 in X 12 in 10 (Total weight about 350- Annually 1 mostly metal and heavy 400 Ibs) Lower Range Pre- Filter Pleated 24 in X 24 in X 4 in 2- 5lbs Quarterly 4 Exhaust Pleated 24 in X 12 in X 4 in 2- 5lbs 4 Unit Bag Filter 24 in X 24 in X 1 in frame 2- 5lbs Bi-annually 2 extend to 12 in 2- 5lbs 2 24 in X 12in X 1 in frame extend to 12 in HEPA Filter 24 in X 24 in X 12 in 2 (Total weight about 80 to Annually 2 24 in X 12 in X 12 in 100lbs) 2 2 (Weight about 50-60 Ibs) RFP No. 22-16yy Council — 5 1PN1 of 38 (9) CITY OF SANTA ANA IV. RANGE CLEANING ANNUAL ROTATION Upper and lower ranges shall be cleaned in an annual rotation. Only the upper range year one, both upper and lower ranges year two, only the upper range year three, and in same rotation in any one year contract extension. V. WORK PROCEDURE All Lead removal work must be performed in accordance with Federal, State, Regional, and local regulations. The following procedures, such as but not limited to, that are known to control the release and spreading of lead dust must be utilized at all times: A. Wet removal procedures utilizing de -lead solutions. B. Protective clothing must be worn where workers are in contact with Lead dust to prevent spread of contamination. C. Eating, drinking and smoking are prohibited in lead regulated areas. D. Negative air containment to enclose the lead dust removal operations. E. Housekeeping: All surfaces shall be cleaned to acceptable clearance levels as free as practicable of accumulations of lead. Clean change areas and showers shall be provided for workers whose exposure exceeds the PEL. Adequate, such as floors will be <_200 ug/ ft2 or lower as mandated by Cal -OSHA and/or Cal/Fed EPA; hand -washing and shower facilities shall be available and utilized for all activities involving lead. F. Post all Cal -OSHA mandated employer bulletin boards and postings, maintain a copy of all on -site worker certificates (lead training, CDPH Course completion, medical approval to wear a respirator, annual fit -test results) and CDPH picture cards. VI. REMOVAL & CONTROL AREA (NEGATIVE PRESSURE ENCLOSURE/CONTAINMENT) For the interior removal of contaminated dust that contains lead. This method of lead control shall be used and the following procedures area required: A. Seal the openings [critical barrier] where release of lead could occur outside the work area with two (2) layers of 6-mil flame retardant poly secured with duct tape (i.e. windows, doorways, HVAC systems, and any other openings). B. As directed by the consultant, utilization of negative air machines for total enclosures or for partial enclosures. C. Control measures are dictated by the amount of lead in the air [and or] by abatement activity. When the PEL may be exceeded, additional engineering controls, as stated in the OSHA lead construction standards, apply. VII. DECOMTAMINATION AREA/WASTE LOAD -OUT A. Workers shall change clothes exclusively (i.e. dress and undress) within the clean room. If additional space is required for changing clothes, the contractor shall construct modestly rooms (if inside the building, use black polyethylene sheeting, if outside the building, use 1/2 " plywood, covered with 2 layers of 6 mil each poly sheeting). B. The worker decontamination enclosure system should exist independently of the facility but contiguous to the work area (i.e. building facilities such as toilets sinks and showers shall not be used in constructing the decontamination enclosure system). RFP No. 22-119y Council — 5 1PN1 of 38 p'r � CITY OF SANTA ANA C. The worker decontamination area shall be under negative air pressure at all times. Additionally, the contractor shall provide sufficient quantities of make-up air to the work area (excluding mechanical ventilation). D. The contractor shall construct a waste load -out down station contiguous to the equipment room or work area. The waste load -out area shall be constructed with a minimum of two layers of 6-mil polyethylene sheeting and secured with duct tape. E. The contractor shall move all materials or equipment from the area through the waste load - out or equipment decontamination room according to the following sequence: a. The contractor shall establish air locks at the entrance to the waste load -out area. b. All ingress and egress from the waste load -out area shall take place between the work area's separate airlock and the wash down station. c. The workers shall thoroughly wet contaminated equipment and waste bags [double when necessary] in the work area and pass the equipment, bags into the wash room. After the workers pass the equipment, bags into the wash room, they shall repeat the wet cleaning and place the equipment into the second chamber of the waste load -out facility. All workers in the waste load -out facility shall wear full protective clothing and appropriate respiratory protection. If rented equipment is used, it must be completely decontaminated. Surface dust wipe tests may be necessary, double bagged and labeled. F. Lunch room & facilities: The contractor shall provide a separate place for the employees to eat and rest that is not contaminated with lead dust. Contaminated clothing and devices shall be prohibited from any eating lunch room area. G. Changes in the set-up of the containment, use of PPE or any other health and safety aspect of the cleaning protocol may only be completed with concurrence by the City's retained Certified Industrial Hygienist (CIH) who is also a CDPH Certified Project Monitor, Project Designer and Inspector/Assessor. The CIH shall also share all related changes or potential changes with the Police personnel assigned to oversee the cleaning and the City's Risk Manager, for their approval. VIII. CONTROLLING OFFSITE DISPOSAL The contractor must implement control measures to contain lead dust and debris within the work area including without limitation: A. Control and limit access to the lead work area. B. Limit tracking of dust and debris. C. Implement a program of ongoing cleanup. IX. CLEANUP AND AIR MONITORING The contractor shall be responsible for implementing good work practices and engineering controls with the goal of not exceeding the OSHA established PEL during the preparation, removal and cleanup operations relating to lead. X. DISPOSAL OF HAZARDOUS WASTE All waste will be considered to be lead hazardous waste and handled as such. The contractor will be required to comply with Title 22, California Code of Regulations; California Department of Toxic Substances and Control (DTSC); and any other applicable Federal, State, Regional, or Local requirements. The contractor shall be responsible for the performance of all collection and analysis of generated lead waste for disposal. The Contractor will observe all sample w CITY OF SANTA ANA collection and shall be provided copies of the sample analysis. This includes, but is not limited to TTLC and STLC/TCLP testing. A. As work progresses and to prevent exceeding available storage capacity on site, the contractor shall remove sealed and labeled containers of waste from the site, transport pursuant to DOT regulations and dispose of such containers at an authorized disposal site in accordance with applicable regulations. NOTE: Manifest receipt from the landfill will be required to acknowledge the receipt of lead - containing materials before payment for the job will be rendered. B. Lead painted metal adhered to components that does not exhibit any cracking, peeling, or flaking or any other delamination may be recycled. It is the contractor's responsibility to locate a metal recycling company who will accept the lead painted metal components. A signed letter indicating the knowledge of the lead painted metal components and acceptance by the recycling company must be submitted to the consultant prior to the transfer of the components off -site. It should be noted that lead painted materials are not anticipated to be a concern at this job site under this SOW. The following materials are examples of the waste stream that is anticipated during the Range Cleaning activities that are to be considered Hazardous Lead Waste in the State of California and possibly by RCRA. a) Shower waste water b) Dust from HEPA filter and from damps sweeping c) All lead adhered components removed from building. Like components should be tested together to reduce the potential for disposal as RCRA waste. d) Plastic sheets, duct tape, or tape used to cover the floors and other services during the leas dust & bulk debris removal. e) Solvents used during cleanup processes f) Liquid waste, such as wash water used to decontaminate components and liquid waste. g) Rags, sponges, HEPA filters, respirator cartridges, scrapers, and other materials used for testing, removal and cleanup. h) Disposable work clothes and respirator filters. i) Any other items contaminated with lead. XI. Waste Containers The contractor will comply with EPA and DOT regulations for containers. The contractor shall contact the stated and local authorities to determine their criteria for proper containerization of RCRA lead waste, California hazardous lead waste and non -hazardous lead waste. The more stringent regulations shall apply to the proper containerization of the identified lead waste. XII. Waste Transportation The contractor must be registered with the Department of Toxic Substance Control as a hazardous waste transporter in accordance with the provision of Chapter 6.5, Division 20 of the Health and Safety Code and Title 2222 of the California Code of Regulations, Division 4.5. Unless specifically exempted, hazardous waste transporters must comply with the California Highway Patrol regulations; the California State Fire Marshal regulations, and the United States Department Transportation regulations. RFP No. 22-119y CouncilHAIVUL — 5 1PN1 of 38 w CITY OF SANTA ANA If the contractor is not a certified hazardous waste transporter; a contract shall be entered into with a certified transporter to transport the waste. The contractor shall require the certified hazardous waste transporter to follow all applicable hazardous waste transportation regulations. Please note that the regulatory guidance issued by Waste Evaluation Department of Toxic Substance Control on lead painted building debris dated 06/13/94 is not a variance but a regulatory guidance and will not be interpreted as a variance from RCRA, Federal guidelines or HUD guidelines. XIII. FINAL INSPECTION AND TESTING A. After thoroughly cleaning of the work space and satisfactory degree of cleanliness has been achieved, the contractor shall notify the City or agent that the work area is ready for a final visual inspection. The City or agent and the contractor shall then visually inspect the work area for the detection of any visible lead dust or contamination. If the visual inspection does not reveal any dust or other signs of contamination the area is considered to be ready for lead clearance wipe testing. B. The City (i.e., their CIH/CDPH Lead Consultant) may perform random lead dust wipe surface sampling on the horizontal surface areas in accordance with the clearance requirements specified in the current HUD Regulations, which at the time of writing this RFP is <_ 200 ug/ft2. y Council HCI'Q HAZMA T TEAM www.hcienv.com ww .hcidecon.corn Ballistics Water Tank • HCI Environmental to provide lead certified workers, supplies and equipment. • Santa Ana Police Department personnel will lockout/tag out HVAC firing range units before work commences. • Pump approximately (275) gallons of RCRA lead liquid from Ballistic Firing Test Tank located in the warehouse. • Wet wipe/mop concrete tank pad using our proprietary de -lead solution. • Containerize all debris/water for proper disposal as hazardous waste RCRA(D008). • Manifest, label, profile, transport and dispose of all lead contaminated water/debris in U.N. approved containers to a State and Federally regulated disposal facility. • We estimate the scope of work to be completed in 1 working day with 2 techs. • Any areas of unseal porous concrete flooring could require a concrete sealer to bring lead contamination down to acceptable levels. • Any required concrete floor sealer applied by HCI techs is not part of the bid and will require a change order. • Replace media filter for the filtration system of the tank, to be provided by the Santa Ana Police Department. • Labor for this project will be based on prevailing wages. • All lead remediation will be handled according to local, state and federal regulation. • Hazardous Waste transportation and disposal to include the following: 1-275 gallon tote and 55 gallon drum of Hazardous Waste Water/debris City Council 25 — 21 5/17/2022 HCI'O HAI A T TEAM www.hcienv.com www.hcidecon.com Lead Dust Clean Up • HCI Environmental to provide lead certified workers, and equipment to provide quarterly cleaning of ranges. • Santa Ana Police Department personnel will lockout/tag out HVAC firing range units before work commences. • Post lead warning signage and set up containment area with 6 mil poly plastic and seal all critical barriers. • HEPA vacuum and apply wet cleaning agents to remove lead dust & bulk debris from the following areas: o Upper range backstop & catch basin o Lower range backstop & catch basin o Upper range lanes o Lower range lanes �. o Upper range shooting stations o Lower range shooting stations o Range patrol vehicle training prop -located in range o Range master office o Corridor o HVAC units o Duct work ventilation system within the gun range and work area o Upper level restroom o Lower level restroom • Manifest, label, profile, transport, dispose and containerize lead contaminated water and debris in UN approved containers for transportation/disposal. • We estimate the scope of work to be completed in 1 working day with 2 techs. • Labor for this project will be based on prevailing wages. • All lead remediation will be handled according to local, state and federal regulation • Hazardous Waste transportation and disposal to include the following: 4-55g open top drums of lead contaminated debris/water. City Council 25 — 22 5/17/2022 HCI'9 HAZMA T TEAM www.hcienv.com www.hcidecon.com Reclining Rubber Bullet Trap Maintenance Lead Mining • HCI Environmental to provide lead certified workers, and equipment to provide Annual Ieadmining of the firing ranges. o Year 1-Upper range only o Year 2-Upper and lower ranges o Year 3-Upper range only • Santa Ana Police Department, personnel will lockout/tag out HVAC firing range units before work commences. • Post lead warning signage and set up containment area with 2 layers of 6 mil poly plastic and seal all critical barriers. • HCI Environmental shall complete the separation of the rubber material from the lead material and re -packing the bullet trap/hopper with recycled rubber material. • HCI Environmental shall extract lead from the rubber material using removal techniques that shall ensure decontamination procedures are in compliance with CAL OSHA and EPA Hazardous Waste control law • HCI Environmental to shovel and rake rubber media to re-create factory specification slope angle for the bullet trap. • HCI Environmental will use extra bags of rubber material to unsure proper angle. • HCI Environmental to apply a surface coat of fire retardant powder over rubber media. • HCI Environmental shall clean lead contaminated equipment on the indoor firearm range. • HCI Environmental shall remove bullet material from premises. • Manifest, label, profile, transport and dispose and containerize lead contaminted waste in UN approved containers for transportation/disposal. • We estimate the scope of work to be completed in 5 working day with 4 techs for each range. • Labor for this project will be based on prevailing wages. • All lead remediation will be handled according to local, state and federal regulation • Hazardous Waste transportation and disposal to include the following: 4 Tri wall boxes lead contaminated debris 2-55g- open top metal drums for lead contaminated debris City Council 25 — 23 5/17/2022 HC1'Q HAZMA T TEAM www.hcienv.com ww .hcidecon.corn Ventilation System Filter Change & Disposal • HCI Environmental to provide lead certified workers, and equipment. • Santa Ana Police Department, personnel will lockout/tag out HVAC firing range units before work commences. • Post lead warning signage and set up containment area with 6 mil poly plastic and seal all critical barriers. • Remove lead contaminated filters in firing range ventilation system units and seal in 6 mil poly bags. • Manifest, label, profile, transport and dispose and containerize 6 mil poly bags in UN approved Tri Wall boxes for transportation/disposal. • Install new Pre and Post filters provided by the Santa Ana Police Department in firng rage ventilation system units as required. • We estimate the scope of work to be completed in 1 working day with 2 techs. • Labor for this project will be based on prevailing wages. • All lead remediation will be handled according to local, state and federal regulation • Hazardous Waste transportation and disposal to include the following: 4-Super Sacks of hazardous waste -filters, debris, ppe and 2-Super sacks of non hazardous- NO LEAD fresh air filters. City Council 25 — 24 5/17/2022 EXHIBIT B Rates - Compensation City Council 25 — 25 5/17/2022 H-CiC) HAZMATTEAM www.hcienv.com www.hcidecon.com Cost Proposal 2022-2023 E Ballistic Firing Test Tank...................................................................................... $4,998.15 per service Lead Dust Clean Up (Quarterly).............................................................. $2,900.00 per service Reclining Rubber Bullet Trap Maintenance (lead mining) .............................. $35,335.50 per service/per range Ventilation System Filter Change & Disposal....................................................... $5,125.50 per service Total per service/range: $48,359.15 2023-2024 Ballistic Firing Test Tank...................................................................................... $5,150.00 per service Lead Dust Clean Up (Quarterly)............................................................. 2 990.00 per service Reclining Rubber Bullet Trap Maintenance (lead mining) .............................. $36,395.55 per service/per range Ventilation System Filter Change & Disposal....................................................... $5,290.25 per service Total per service/range: -P - r (-f Ballistic Firing Test Tank...................................................................................... Lead Dust Clean Up (Quarterly)............................................................. Reclining Rubber Bullet Trap Maintenance (lead mining) .............................. Ventilation System Filter Change & Disposal...................................................... Total per service/range: $49,825.80 5 305.50 per service 3 080.70 per service $36,460.40 per service/per range 5 450.00 per service $50,296.60 12155 Magnolia Ave., Ste. 4-C, Riverside, Ca 92503 C 5/17/2022 Public Works Agency www.santa-ana.org/pw Item # 26 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: City Facilities Security Enhancement and Maintenance AGENDA TITLE Approve Agreement Amendment with Siemens, Inc. for Citywide Security System Maintenance and Enhancements by Increasing the Agreement Amount $1,200,000 for the Remaining Term of the Agreement RECOMMENDED ACTION 1. Authorize the City Manager to execute a first amendment to the agreement with Siemens, Inc. for additional system enhancement and annual maintenance costs by increasing the agreement amount by $1,200,000, including a $100,000 contingency, for a total agreement amount not to exceed $3,382,870 for the remaining term of the agreement expiring October 31, 2023, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Approve the Project Cost Analysis for a total estimated delivery cost of $2,380,000, which includes $1,200,000 for the first amendment, $180,000 for contract administration, inspection and testing, and a $1,000,000 project contingency for additional sites. DISCUSSION In October 2020, the City of Santa entered into a service agreement with Siemens, Inc. for citywide security system maintenance and system enhancements at various City sites, which includes Siemens' current projects involving the installation of a video surveillance system at the City Yard and enhancing the systems at City Hall, the Santa Ana Regional Transportation Center, and the Main Library. To minimize vandalism, and for the safety of staff and community members, the Santa Ana Police Department, Public Works Agency, and Risk Management Division plan to add video surveillance at additional sites. As such, staff seeks to increase the system maintenance and the system enhancement project line item amounts listed in the agreement in an amount not to exceed $1,200,000. If approved, the total agreement amount will increase to $3,382,870. City Council 26 — 1 5/17/2022 Amend Agreement with Siemens, Inc. May 17, 2022 Page 2 The intent of this action is only to establish spending authority within the agreement. Staff will utilize the Notice to Proceed process to commence work when funding becomes available. ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. FISCAL IMPACT There is no fiscal impact at this time. Prior to utilizing any of these services, Public Works Agency staff must receive Finance and Management Services Agency approval of funding and accounts to be used to ensure funds are available under the authorization and contract limit of $3,382,870 for system enhancements and maintenance. Upon successful completion of the fiscal review, a corresponding Notice to Proceed containing the specific scope and maximum expenditure for the task order will be issued. EXHIBIT(S) 1. First Amendment to the Agreement with Siemens 2. Cost Analysis Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency, David Valentin, Chief of Police, and Jason Motsick, Executive Director — Human Resources Approved By: Kristine Ridge, City Manager City Council 26 — 2 5/17/2022 EXHIBIT 1 FIRST AMENDMENT TO MASTER SERVICES AGREEMENT FOR ON -GOING CITYWIDE VIDEO SURVEILLANCE TO PROVIDE MAINTENANCE AND REPAIR SERVICES THIS FIRST AMENDMENT to the above -referenced agreement is entered into on May 17, 2022, by and between Siemens Industry, Inc. ("Consultant") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). I N OEM I W-111 W A. On October 20, 2020, the City and Consultant entered into a Master Services Agreement (A-2020-202) ("MSA") for Consultant to provide maintenance and repair services for the City's Public Safety Video Surveillance System, and potential installation services, on an as -needed basis. The selected vendor would be responsible for working closely with the Department's Project Team and other City Stakeholders, in order to maintain the system's efficiency and operational currency within the industry. The MSA runs through October 31, 2023, and is current and in -effect. B. The City, upon review by the Santa Ana Police Department, the Public Works Agency, and its Risk Management Division, determined that, in its efforts to minimize vandalism, and for the safety of staff and community members, further video surveillance enhancements and the addition of new video surveillance systems, where needed, meet these goals. C. In accordance with the terms and conditions of the MSA, the Parties desire to amend the MSA to increase the scope of services, increase the compensation for services provided due to the increase scope, and amend the insurance requirement of the MSA consistent with the increased scope and terms of the MSA. The Parties therefore agree: Section 1, Scope of Services, is amended to include Exhibit A-1 to the First Amendment detailing the additional services attached here to. 2. Section 2, Compensation, is hereby amended to increase the compensation for the services detailed in Exhibit A-1 to the First Amendment $1,200,000. This increase includes a contingency amount of $100,000 for additional services required at the sole direction of the City. The total amount to be expended during the term of the MSA shall not exceed $3,382,870. 3. Section 10, Insurance, is hereby deleted in its entirety and replaced with the following: Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than City Council 26 — 3 5/17/2022 $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. (Note: Automobile liability is not required if an automobile is not required to perform services) 3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if consultant provides written verification it has no employees) If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Primary Coverage For any claims related to this contract, the Consultant's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 0104 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insuranceand shall not contribute with it. Notice of Cancellation Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. City Council 26 — 4 5/17/2022 Waiver of Subrogation Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Claims Made Policies If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. Verification of Coverage Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them.The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City Council 26 — 5 5/17/2022 Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 4. Except as modified by this First Amendment, all other terms and conditions of the MSA shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the MSA on the date and year first written above. ATTEST DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO, City Attorney By: do AMARA BOGOSIAN Senior Assistant City Attorney RECOMMENDED FOR APPROVAL NABIL SABA Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT Name: Title: City Council 26 — 6 5/17/2022 SIEMENS Exhibit A-1 to the Siemens Smart Infrastructure 6141 Katella Ave, Cypress, CA 90630 Attention: Gabriela Lomeli, City of Santa Ana GLomeli@santa-ana.org BUDGETARY PROPOSAL: City of Santa Ana Upcoming VMS Projects Project Summary (Detailed Scope on following pages) First Amendment Prepared By: Diego Velez Phone: 657-465-8464 Velez.Diego@Siemens.com Date: 03/01/2022 Project Investment: $1,097,397.00 City Council 26 — 7 5/17/202 age 1 of 8 EXECUTIVE SUMMARY: CoSA seeks upgrades to the existing security infrastructure at multiple locations across the City. Security Upgrades predominantly include additional HDTV video security cameras, communication devices, infrastructure, power supplies, wireless radios, mounting hardware and electrical conduit and software. Siemens supports the City with maintenance and repair of these systems and it is assumed all described work shall connect to the CoSA city-wide surveillance and security platform. This SOW shall include the following individual system additions that are delineated for budgeting purposes: SITES 1. Civic Center and Ross Annex Camera Adds - $245,500.00 2. PAAL- Police Athletic and Activity League- $58,500.00 3. SARTC Camera Adds- $132,250.00 4. Southwest Senior Center- $169,950.00 5. Santa Ana Senior Center- $90,500.00 City Council 26 — 8 5/17 M of 8 SCOPE OF WORK: Civic Center and Ross Annex Camera Adds Siemens Scope of work is to furnish and install cameras throughout the Civic Center and Ross Annex. The added cameras at the Civic Center will be focused on capturing elevator lobbies and emergency exits on each floor. In addition, cameras will be added in designated areas throughout Ross Annex. Detailed Scope of Work: 1. Siemens to provide and program one (1) Milestone NVR to support (36) new IP cameras. NVR will have the have the capability of recording (36) cameras at 15 frames per second at 50% motion for 365 days. 2. Siemens to provide and install (36) new IP cameras. 3. Siemens to cable all cameras back to the Siemens provided POE Switch. 4. Siemens to provide (36) Milestone camera licenses. 5. Siemens shall provide basic programming and commissioning of (36) cameras into the Milestone System. 6. Siemens shall provide a project manager, and field specialist for installation and commissioning of described systems. Material List: Milestone Video Management System • (36)— VMS Device Licenses • (1) Server- Recording at 15 FPS for 365 Days • (36) Camera • (2) POE Switches Estimated Total $245,500.00 City Council 26 - 9 5/17 M of 8 SCOPE OF WORK: Police Athletic and Activity League (PAAL) Siemens Scope of work is to furnish and install cameras for the PAAL Facility. Siemens to provide Video Surveillance software, hardware, and licenses for the extension of Santa Ana Milestone System. Detailed Scope of Work: 1. Siemens to provide and program one (1) Milestone NVR to support (7) new IP cameras. NVR will have the have the capability of recording (7) cameras at 15 frames per second at 50% motion for 365 days. 2. Siemens to provide and install (7) new IP cameras. 3. Siemens to cable all cameras back to the Siemens provided POE Switch. 4. Siemens to provide (7) Milestone camera licenses. 5. Siemens shall provide basic programming and commissioning of (7) cameras into the Milestone System. 6. Siemens shall provide a project manager, and field specialist for installation and commissioning of described systems. Material List: Milestone Video Management System • (7)— VMS Device Licenses • (1) Server- Recording at 15 FPS for 365 Days • (7) Camera • (1) POE Switches Estimated Total 1 $58,5000.00 City Council 26 — 10 5/17 MH of 8 SCOPE OF WORK: Santa Ana Regional Transit Center Adds (SARTC) Siemens Scope of work is to add additional cameras at SARTC to provide coverage in the designated areas throughout the parking garage, parking areas and other critical areas. Siemens to provide Video Surveillance software, hardware, and licenses for the extension of Santa Ana Milestone System. Detailed Scope of Work: 1. Siemens to provide and program one (1) Milestone NVR to support (16) new IP cameras. NVR will have the have the capability of recording (16) cameras at 15 frames per second at 50% motion for 365 days. 2. Siemens to provide and install (16) new IP cameras. 3. Siemens to cable all cameras back to the Siemens provided POE Switch. 4. Siemens to provide (16) Milestone camera licenses. 5. Siemens shall provide basic programming and commissioning of (16) cameras into the Milestone System. 6. Siemens shall provide a project manager, and field specialist for installation and commissioning of described systems. Material List: Milestone Video Management System • (16)— VMS Device Licenses • (1) Server- Recording at 15 FPS for 365 Days • (16) Camera • (2) POE Switches Estimated Total $132,250.00 City Council 26 - 11 5/17 M of 8 SCOPE OF WORK: Southwest Senior Center Siemens Scope of work is to furnish and install cameras at the Southwest Senior Center. Siemens to provide Video Surveillance software, hardware, and licenses for the extension of Santa Ana Milestone System. Below is a detailed scope of work: Detailed Scope of Work: 1. Siemens to provide and program one (1) Milestone NVR to support (20) new IP cameras. NVR will have the have the capability of recording (20) cameras at 15 frames per second at 50% motion for 365 days. 2. Siemens to provide and install (20) new IP cameras. 3. Siemens to cable all cameras back to the Siemens provided POE Switch. 4. Siemens to provide (20) Milestone camera licenses. 5. Siemens shall provide basic programming and commissioning of (20) cameras into the Milestone System. 6. Siemens shall provide a project manager, and field specialist for installation and commissioning of described systems. Material List: Milestone Video Management System • (20)— VMS Device Licenses • (1) Server- Recording at 15 FPS for 365 Days • (20) Camera • (1) POE Switches Estimated Total $169,950.00 City Council 26 - 12 5/17 MH of 8 SCOPE OF WORK: Santa Ana Senior Center Siemens Scope of work is to furnish and install cameras at the Santa Ana Senior Center. Siemens to provide Video Surveillance software, hardware, and licenses for the extension of Santa Ana Milestone System. Below is a detailed scope of work: Detailed Scope of Work: 1. Siemens to provide and program one (1) Milestone NVR to support (10) new IP cameras. NVR will have the have the capability of recording (10) cameras at 15 frames per second at 50% motion for 365 days. 2. Siemens to provide and install (10) new IP cameras. 3. Siemens to cable all cameras back to the Siemens provided POE Switch. 4. Siemens to provide (10) Milestone camera licenses. 5. Siemens shall provide basic programming and commissioning of (10) cameras into the Milestone System. 6. Siemens shall provide a project manager, and field specialist for installation and commissioning of described systems. Material List: Milestone Video Management System • (10)— VMS Device Licenses • (1) Server- Recording at 15 FPS for 365 Days • (10) Camera • (1) POE Switches Estimated Total 1 $90,500.00 ASSUMPTIONS AND EXCLUSIONS FOR ALL PROJECTS ABOVE 1. Siemens assumes existing workstations shall be used for viewing of cameras. 2. UPS and Network rack to be excluded from this scope of work. 3. Siemens excludes engineering drawings from this scope of work. 4. 120 VAC connections and supply to be provided by others as required. 5. Work is assumed to be preformed during normal business hours Monday- Friday (7AM- 5PM) 6. Pricing includes standard ground shipping. 7. Pricing includes one (1) year warranty on materials and labor. 8. Performance or Payment bonds are excluded. 9. Construction permits to be excluded. 10. Costs associated with schedule acceleration, project meetings, multiple trips onsite due to incompletion of others, or multiple unplanned phases are excluded. 11. Patching and Painting is excluded from Siemens scope. City Council 26 - 13 5/1 7Mi of 8 SERVICE AGREEMENT SCOPE OF WORK: Siemens shall provide the City of Santa Ana with preventative maintenance, repair and replace services at the following locations of recently installed devices. This will be an addition to the current master service agreement between Siemens and City of Santa Ana. 1. Central Library- (3) camera installation 2. Newhope Library- (8) camera installation 3. City Yard- (2 5) camera installation 4. SARTC- (39) camera installation 5. City Hall- (12) camera installation Services agreement shall provide Software Maintenance Agreements for the following applications: • Milestone Software Support Agreement Services agreement shall provide the following services: • Preventative Maintenance • Repair and Replace Services Central Library 3,700.00 3,700.00 Newhope Libra City Yard 3,700.00 11,100.00 6,700.00 6,700.00 5 6,700.00 20,100.00 $ 37,100.00 37,100.00 37,100.00 $ 111,300.00 BARTC 38,983.00 38,983.00 39,993.00 116,949.00 City Hall $ 12,916.00 $ 12,916.00 $ 12,916.00 $ 35,748.00 Siemens remote monitoring capabilities to be evaluated by PD and City Staff for designated locations where Video Surveillance is currently existing. Siemens estimated cost to remote monitor two sites of approximately 15 cameras each is below - Remote Monitoring Estimate 1 $50,000.00 Yearly ASSUMPTIONS AND EXCLUSIONS FOR ALL SERVICE AGREEMENTS ABOVE 1. Siemens pricing assumes execution of preventative maintenance and cleaning services to be performed during normal business hours. 2. Siemens excludes all equipment not explicitly stated in this scope of work. 3. Service agreement does not cover items damaged due to vandalism. 4. Siemens excludes all foliage control, as may be required for radio communication. 5. Siemens excludes all traffic control, as may be required for traffic and street light cameras. 6. All permits and submittals to city, or local AHJ, are by others and excluded from this scope of work. 7. Siemens requires signed agreement or acceptable client Purchase Order, prior to all work commencement, including parts acquisition or project mobilization. 8. Pricing and SOW is based on current system configuration and architecture. Additions to system shall be addressed annually upon program anniversary. City Council 26 — 14 5/17 M of 8 EXHIBIT 2 COST ANALYSIS SIEMENS, INC.: CITY-WIDE SECURITY SYSTEM ENHANCEMENTS AND MAINTENANCE First Amendment $ 1,200,000.00 Contract Administration, Inspection and Testing $ 180,000.00 Contingencies $ 1,000,000.00 TOTAL COSTS I $ 1,019,000.00 City Council 26 — 15 5/17/2022 Parks, Recreation, and Community Services www.santa-ana.org/parks Item # 27 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Agreement with Superior Property Services for Hardscape Pavement Cleaning AGENDA TITLE: Approve an Agreement with Superior Property Services, Inc. to Provide Hardscape Pavement Cleaning and Infectious Waste Removal Services for an Annual Amount not to exceed $316,642 (Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute an agreement with Superior Property Services, Inc. to provide hardscape pavement cleaning and infectious waste removal services for an annual amount not to exceed $316,642, which includes a 20-percent contingency, for a term from July 1, 2022 through June 30, 2026, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Parks, Recreation and Community Services Agency (PRCSA)'s Park Services Division maintains the Santa Ana Civic Center as part of the Civic Center Joint Powers Authority with the County of Orange. On January 24, 2022, PRCSA issued a Request for Proposals (RFP) for hardscape pavement cleaning and infectious waste removal services. The RFP was posted on PlanetBids, where 30 vendors were notified, 26 vendors downloaded the RFP, and one vendor submitted a proposal. The proposal submitted is from the existing vendor that currently provides services in the Civic Center. An evaluation committee reviewed the proposal. Due to the experience of the vendor in working in the area, as well as the professional working relationship with the City, the evaluation committee made a recommendation to continue with Superior Property Services, Inc. for a four-year agreement. Proposed in Fiscal Year 2022-23 is for Park Maintenance Services to transfer from PRCSA to the Public Works Agency (PWA), where they will continue to manage the use of these services as well as the overall maintenance of the parks. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. City Council 27 — 1 5/17/2022 Agreement with May 17, 2022 Page 2 Superior Property Services for Hardscape Pavement Cleaning FISCAL IMPACT Transfer of Park Maintenance Services from PRCSA to PWA is pending approval of the FY 2022-2023 City Budget. As such, the current accounting unit number is identified below. Funds will be budgeted and made available in the corresponding PWA accounting unit number when identified and approved: Fiscal Accounting Fund Accounting Unit, Amount Year Unit -Account # Description Account Description FY 22-23 07413250- Civic Center Civic Center -Regular $316,642 62320 Authority Maintenance -Maintenance & Repair Buildings & Grounds FY 23-24 07413250- Civic Center Civic Center -Regular $316,642 62320 Authority Maintenance -Maintenance & Repair Buildings & Grounds FY 24-25 07413250- Civic Center Civic Center -Regular $316,642 62320 Authority Maintenance -Maintenance & Repair Buildings & Grounds FY 25-26 07413250- Civic Center Civic Center -Regular $316,642 62320 Authority Maintenance -Maintenance & Repair Buildings & Grounds EXHIBIT(S) 1. Agreement Submitted By: Lisa Rudloff, Executive Dir. of Parks, Recreation and Community Services Approved By: Kristine Ridge, City Manager City Council 27 — 2 5/17/2022 AGREEMENT WITH SUPERIOR PROPERTY SERVICES, INC. TO PROVIDE HARDSCAPE PAVEMENT CLEANING AND INFECTIOUS WASTE REMOVAL SERVICES IN THE SANTA ANA CIVIC CENTER THIS AGREEMENT is made and entered into on this 17th day of Mays 2022 by and between Superior Property Services, Inc., a California corporation ("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 January 24, 2022, PRCSA issued Request for Proposal No. 22-010 (RFP) for the hardscape pavement cleaning and infectious waste removal services. The RFP was posted on PlanetBids, where 30 vendors were notified, 26 vendors downloaded the RFP and one vendor submitted a proposal. B. The proposal that was submitted is from the existing vendor that currently provides service in the Civic Center. An evaluation committee consisting of representatives from PRCSA reviewed the proposal. Due to the experience of the vendor in working in the area as well as professional working relationship with the City, the evaluation committee made a recommendation to continue with Superior Property Services, Inc. for a four-year agreement, beginning July 1, 2022 through June 30, 2026. 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 consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree -as follows: 1. SCOPE OF SERVICES Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total annual compensation for services provided under RFP 22-010 shall not exceed Three Hundred Sixteen Thousand Six Hundred Forty - Two Dollars and Zero Cents ($316,642). The annual sum is comprised of (a) the base amount of $263,868 and (b) a 20% contingency in the amount of $52,774 for additional services to be performed by the Contractor at the sole discretion of the City. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on July 1, 2022 for a four (4) year term ending June 30, 2026, unless &nbsp; City Council &nbsp;27 &ndash;&nbsp;3 5/ 17/2022 &nbsp; terminated earlier in accordance with Section 15, below. 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 set -vices 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 term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 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 sub Contractor 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. 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. Minimum Scope and Limit of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO &nbsp; City Council &nbsp;27 &ndash;&nbsp;4 5/ 17/2022 &nbsp; CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability: 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 $2,000,000 per claim with $2,000,000 in the aggregate. 5. Broader Coverage: if the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 1185 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). 2. Primary Coverage: For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation that any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. &nbsp; City Council &nbsp;27 &ndash;&nbsp;5 5/ 17/2022 &nbsp; Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require theContractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies (applicable only to professional liability): 1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (S) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (S) years after completion of work. 8. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. 9. Subcontractors: Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. 10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, &nbsp; City Council &nbsp;27 &ndash;&nbsp;6 5/ 17/2022 &nbsp; and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product 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 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 from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. &nbsp; City Council &nbsp;27 &ndash;&nbsp;7 5/ 17/2022 &nbsp; 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NON-DISCRIMINATION Contractor 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. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 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. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER &nbsp; City Council &nbsp;27 &ndash;&nbsp;8 5/ 17/2022 &nbsp; 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. 18. 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. 19. 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. 20. 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 Fax:714-647-6956 With courtesy copies to: Executive Director, Parks, Recreation and Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-571-4209 To Contractor: &nbsp; City Council &nbsp;27 &ndash;&nbsp;9 5/ 17/2022 &nbsp; Ronald L. Bruneck President Superior Property Services, Inc. 9129 Perkins St. Pico Rivera, CA 90660 Fax: (562) 801-9230 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. 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: SOMA R. CARVALHO City Attorney By: Br on Salvatierra Deputy City Attorney FOR APPROVAL: Lisa Rudloff Executive Director Parks, Recreation, and Community Services Agency CITY OF SANTA ANA Kristine Ridge City Manager SUPERIOR PROPERTY SERVICES, INC: Ronald Lt. Bruneck President &nbsp; City Council &nbsp;27 &ndash;&nbsp;10 5/17/2022 &nbsp; EXHIBIT A SCOPE OF SERVICES &nbsp; City Council &nbsp;27 &ndash;&nbsp; It 5/17/2022 &nbsp; ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR HARDSCAPE PAVEMENT CLEANING AND INFECTIOUS WASTE REMOVAL SERVICES IN THE SANTA ANA CIVIC CENTER RFP NO.: 22-010 Description of Work GENERAL The Civic Center Campus boundaries are North -Civic Center Drive, South -Santa Ana Blvd, East - Sycamore Street, West -Shelton Street. The Contractor shall furnish all labor, vehicles, chemicals, tools, materials, equipment, transportation and supervision, except as specified herein, to manage and perform the pavement cleaning services as set forth herein. 1.1 All hardscape areas shall be cleaned (which shall include high pressure hot water washing), including but not limited to sidewalks, walkways, patios, boardwalks, quads, esplanades, concrete parking lots beneath the Plaza of the Flags and Fountains, terrazzo reflection pool north of the Orange County Courthouse, concrete drive entrance to the Main Library, Plaza of the Sun, Plaza of the Flags, Plaza of the Fountains, Orange County Historical Courthouse, Sasscer Park, Central Mall (East and West of Ross), Hall of Administration Entrance, County Administration Entrances (North and South), City Hall, and City Council Chambers. 1.2 Hardscape areas shall be cleaned 100% free of all dirt, stains, gum, oil, tar, and residue to present a high quality appearance following each scheduled visit. 1.3 Accumulated water remaining after the cleaning shall be removed completely so no puddling exists. 1.4 Until dry, the areas, where practical, shall be barricaded, locked or otherwise isolated. 1.5 The Contractor shall clean all areas up to the entrance doors of each building. This includes, but is not limited to, steps, handicap ramps, side entrances, etc. 1.6 The Contractor shall also meet the criteria for cleaning as specified below. 2. CONTAMINATED WATER 2.1 Only uncontaminated potable water may flow into surface drains. No cleaning agents or water contaminated from petroleum waste or any other hazardous waste may be allowed to flow into the surface drains. Contractor shall comply with all NPDES requirements regarding the containment of discharge into the storm drain system. 3. FREQUENCY &nbsp; City Council &nbsp;27 &ndash;&nbsp;12 5/17/2022 &nbsp; 3.1 All paved areas covered by this contract shall be thoroughly cleaned per the specifications. Please refer to Attachment 3-6: Fee Schedule for locations and frequencies. 3.2 The Contractor shall have minimum two (2) employees continuously inspect all areas within the Civic Center for infectious waste and sharps (hypodermic needles) between the hours of 6:30am and 3:OOpm Monday through Friday. Any infectious waste (feces, urine, blood, vomit, or other bodily fluids) and/or sharps (hypodermic needles) discovered shall be removed and disposed of per federal, state, county and local laws and regulations. 3.2.1 All Contractor employees involved in the inspection, removal and disposal of infectious waste and sharps will have met all OSHA training requirements and their training shall be up to date. 3.2.2 All Contractor employees involved in the inspection, removal and disposal of infectious waste and sharps shall wear at all times Personal Protection Equipment (PPE's). 3.2.3 All infectious waste and sharps shall be properly removed and disposed. 4. OPERATING CRITERIA 4.1 All trash, debris, tar, freestanding oil, grease, liquids, "green waste," food, cigarette butts, stains, liquids, graffiti, blood, bird defecation, feces, vomit, broken glass, and other materials, substances, and contaminants shall be removed from hardscapes (i.e. sidewalks, walkways, patios, boardwalks, quads, esplanades) prior to cleaning operations. 4.2 The removal of materials, substances, and contaminants prior to cleaning operations may require the use of scrub brushes, sponges, mops, or other tools or utensils. All cleaning agents or residuals thereof, used in this process must be completely removed prior to beginning cleaning operations. 4.3 During regular cleaning operations, the contractor shall use high pressure, low -volume washers, and steam cleaners as necessary to thoroughly clean surfaces. Contractor is not expected to steam clean all surfaces during regular cleaning operations, but shall use a steam cleaner to clean sections of hardscapes when pressure washers are not sufficient to thoroughly wash surfaces. 4.4 Hardscapes shall receive a thorough cleaning according to approved Contractor's schedule. 4.5 At the beginning of cleaning operations, the Contractor shall strategically place approved signage at appropriate locations to identify to patrons that cleaning is taking place and that the walkways may be slippery. At all times Contractor shall safe guard the public from conditions made unsafe by the Contractor's operations. 4.6 During cleaning operations should the Contractor notice a hazardous condition they shall make the area safe by barricading the area and notifying the Executive Director's representative immediately. It shall be the City's responsibility to remedy the unsafe condition unless the Contractor created the condition. 4.7 In the event of hazards originating after or between cleaning frequencies, the Contractor may be requested to respond to the site and remove the hazard. Such requests shall be paid under Additional Work. 4.8 The nozzle pressure of equipment shall not be so great so as to dislodge tile/paver grout or cause damage to hardscapes. &nbsp; City Council &nbsp;27 &ndash;&nbsp;13 5/17/2022 &nbsp; 4.9 If the nozzle pressure of equipment used to loosen and clean hardscapes is insufficient to thoroughly wash the surface, scrub brushes and cleaners may be required to remove the materials and produce a thoroughly clean surface. 4.10 All cleaned surfaces shall be rinsed clean and no fine grit or grime shall be allowed to remain. 4.11 Glass surfaces, which may get wet as a result of cleaning operations, shall be hand -dried immediately after the conclusion of the operation in the immediate area. 4.12 Immediately following the cleaning of the hardscape areas, all materials generated by the operation shall be collected and placed in Contractor's trash containers or otherwise removed from the site. 4.13 All areas barricaded while drying shall be opened by Contractor and made available for use when the area(s) are completely dry. 5. SPECIAL CONSIDERATIONS 5.1 The Plazas of the Sun, Flags and Fountains have tar bubbling through the seams in the pavement. The Contractor shall remove the tar in these two areas and clean up any residue that the tar leaves, leaving the pavement clean and unblemished. 5.2 The North Orange County Courthouse reflection pool has a terrazzo finish. In addition to cleaning this pool one (1) time per week the Contractor shall buff the surface to a lustrous shine one (1) time per month using cleaning and buffing products approved by the Director's Representative. 6. PERSONNEL 6.1 Project Foreman. Unless the Contractor is available as required herein, the Contractor shall provide a Project Foreman to be available during the normal hours of operation to act with full authority for the Contractor. This individual shall be responsible for the supervision, overall administration, and coordination of all required services. The Contractor shall provide the name(s) and telephone number(s) of the Project Foreman(s) within two weeks after contract award date. The Contractor shall provide written notice to the Director in advance of any change of the Project Foreman. The Project Foreman shall be able to understand, speak, read, and write the English language as is necessary for the fulfillment of the terms of the Agreement. The Project Foreman shall return all calls from the Director's Representative within two hours. 6.2 Alternate Project Foreman. The Contractor shall designate at least one Alternate Project Foreman to act for the Project Foreman with the same authority during absences of the Project Foreman (e.g., vacation and sick leave). The Contractor shall provide the name(s) and telephone number(s) of the Alternate Project Foreman(s) within two weeks after contract award date. The Contractor shall provide written notice to the Director's Representative in advance of any change of Alternate Project Foreman. The Alternate Project Foreman shall be able to understand, speak, read, and write the English language as is necessary for the fulfillment of the terms of the Agreement. 6.3 Other Personnel Requirements 6.3.1 All pavement cleaning crews will have a minimum of two (2) employees per crew. One (1st) using the pavement cleaning equipment and the second (2nd) employee to serve as a spotter to alert the operator of any safety concern that may be approaching or encroaching into the operator's work space. &nbsp; City Council &nbsp;27 &ndash;&nbsp;14 5/17/2022 &nbsp; 6.3.2 Legal Residents. The Contractor shall provide only those personnel who are legally entitled to work in the United State to accomplish work and services specified herein. 6.3.3 English Comprehension. All Contractor personnel working on the project shall read and understand the English language to the extent necessary to read and understand operation, safety, health, and security regulations relating to the performance of this Agreement, including the following: 6.3.4 Any necessary instructions concerning equipment to the extent that performing the employee's duties requires the employee to operate, maintain, repair, or in some way interact with the equipment. 6.3.5 Any regulations, directives, or policies that he must know in order to accomplish the work on the project as a Contractor employee. 6.4 Contractor Employee Skills Required. The Contractor's employees performing the services required by this Agreement shall have specialized training, prior work experience, or the demonstrated technical skills to fulfill the specific requirements of these Specifications and the Agreement. 6.5 Employee Physical Capabilities. There shall be no discrimination against employees on the basis of handicap or other physically disabling conditions. Contractor shall obey all State and Federal laws concerning the disabled. 6.6 Standards of Conduct for Contractor Personnel. The Contractor shall be responsible for maintaining satisfactory standards of employee competency and conduct and for taking disciplinary action against his employees as necessary. No Contractor employee under the influence of alcohol, drugs, or any other incapacitating agent shall be allowed on the jobsite. The removal from the job site of a Contractor employee shall not relieve the Contractor of the requirement to provide sufficient personnel to perform the work specified in the contract. 6.7 Uniforms. All Contractor personnel shall wear uniforms that are clean and neat and free of wrinkles, tears, holes, frayed edges, spots, stains, body odor, and logos or graphics other than company identification patches. All uniforms should identify the name of the Contractor. Uniforms shall be clearly distinguishable from City employee uniforms. 7. DIRECTOR'S AUTHORITY T 1 The Director is the only person authorized to direct changes in any of the requirements under the Agreement and, not withstanding any provisions contained elsewhere in the Agreement, and said authority remains solely in the Director. In the event that the Contractor effects any such changes at the direction of any person other than the Director, the changes will be considered to have been made without authority and solely at the risk ofthe Contractor. In addition, the Director shall have the authority to accept/reject materials, workmanship and to make minor changes in work or schedule, not involving extra cost. When the performance of the work or completion per schedule is determined to be sub -standard, he may (1) recommend that all or a portion of payment be withheld, and/or forfeiture for delay in assessed; and/or (2) direct the work be accomplished by either City forces or separate contractor, in order to complete the necessary work as close to schedule as possible, and withhold the resulting costs. Payment to be withheld shall be deducted from the next monthly payment due the Contractor, or if the amount is insufficient to cover payment, the Contractor shall be liable for said deficiency and will be billed accordingly. The Director, or his authorized representative shall decide all questions, which may arise as to the manner of performance and completion per schedule, acceptable fulfillment of the Agreement by the Contractor, interpretation of the specifications, and compensation, including completion of &nbsp; City Council &nbsp;27 &ndash;&nbsp;15 5/17/2022 &nbsp; work by alternate sources. 7.2 The Director may delete a portion of or the entire work site from contractual maintenance during a construction period or any period where the Director determines that work cannot be scheduled. The deletion of this portion of work will be reflected as a reduction in the monthly payment to the Contractor. The amount of reduction will be based on the percentage of area involved and will be determined by the City. 7.3 The Director or his designated representative shall regularly inspect the parks, playgrounds, fields and all other City property subject to this Agreement. If said inspection results in discovery of work that is not performed in the manner, and to the professional degree set forth in the Specifications, Contractor agrees that the City shall deduct from Contractor's next monthly payment, the City's actual or estimated cost of performing the work to bring the property into conformance with the specifications. Additionally, City shall impose liquidated damages of up to $300.00 per inspection, per park, per day not meeting the specifications during any such inspection. 8. OTHER REQUIREMENTS 8.1 Extra work will not be initiated without written authorization. In emergency situations, a not to exceed price may be submitted by contractor via e-mail for review/approval by City. All labor shall be quoted on a "not to exceed" basis and City will only pay for labor actually incurred. 8.2 The Contractor shall establish schedules of "routine work" to be followed in the performance of this contract. A copy of these schedules shall be provided to the Director prior the performance, and any changes in scheduling shall be reported in writing and subject to the approval of the Director. The schedule shall include areas to be cleaned, days of the week, times and what person/crew will be performing specific work in accordance with the specification. Once the initial schedule of "routine work" is completed the Contractor shall notify the Director in writing before any changes are made. 8.3 Vehicle Passes. The Contractor and Contractor personnel shall obtain vehicle passes from The County of Orange Parking Administrator, Public Facilities & Resources Department. 8.4 Security of Contractor Owned Property. The Contractor shall be responsible for the security of Contractor Owned Property. &nbsp; City Council &nbsp;27 &ndash;&nbsp;16 5/17/2022 &nbsp; Contractor° Responsibilities GENERAL 1.1 Definitions: "Director's Representative" shall mean the Executive Director of Parks, Recreation and Community Services designated representative. "SAPRF" shall mean Santa Ana Park and Recreation Facilities. "Pavement Cleaning" shall mean the practice of removing foreign materials from paved and/or other hard surfaces. "Infectious materials" shall mean any fluid and/or instrument used to inject or withdraw bodily fluids. "Hardscape" shall mean any resilient surface other than turf or planting beds, such as but not limited to curbs, gutters, sidewalks, decomposed pathways, asphalt pavement, mowstrips, etc. 1.2 Scheduling of Work -The Contractor shall provide specific pavement cleaning and infectious waste removal/disposal maintenance between the hours of 6:30 a.m. and 3:00 p.m., Monday through Friday. The Contractor shall provide other pavement cleaning maintenance during hours approved by the Director's Representative. The schedule may be modified only with the Director's Representative consent. Maintenance operations that generate excess noise cannot begin before 8:00 a.m. 1.3 The Contractor shall establish schedules of "routine work" to be followed in the performance of this contract. In addition to the Contractor submitting the Monthly Park Services Inspector's Inspection Schedule and other required monthly reports, the Contractor shall submit weekly schedules listing the work tasks, crew performing the task, and the projected hours to complete the task. The schedules shall be emailed to Director's Representative by Thursday at 4:OOpm for the upcoming week. Any changes in scheduling shall be reported in writing 48 hours before the proposed change and must be approved by the Director's Representative. The schedule shall include days of the week and what person/crew will be performing specific work in accordance with the specification. 1.4 Local Office -The Contractor shall maintain a physical office within the 714 area code (local office). The local office shall be open Monday through Friday 8:00 a.m. to 5:00 p.m. with a company representative present at all times. Answering services or mobile telephones will not be considered a local office. 1.5 Outside the Scope of Work - Damage or malfunction to property, including but not limited to, physical property, equipment, and materials, by any of the following may be considered outside the scope of this Agreement: &nbsp; City Council &nbsp;27 &ndash;&nbsp;17 5/17/2022 &nbsp; -Acts of God -Civil Disorder -Vehicle Collision (excluding Contractor and its employees and subs) -Excavation or re -surfacing of the street -Power failures -Underground wiring damage Contractor will not be considered responsible for replacement. Contractor must prove to the satisfaction of the Director's Representative that one of the above occurred in order to be excused from performing under the Agreement 1.6 Extra Work — Work that is requested from the Director's Representative that is outside of the scope of work shall be considered "extra." Upon request, the Contractor shall submit an Authorization for Extra Work (AEW) proposal (on the City's form) for consideration. Following the Director's review and written approval on the AEW form, shall the Contractor be approved to commence work. The City shall not be liable to pay for work performed by the Contractor without written approval by the Director's Representative. All materials used during the performance of extra work by the Contractor shall be charged to the City at a rate of 10% above the Contractors resale (contractor's price). 2. UNIFORMS AND VEHICLES IDENTIFICATION 2.1 The Contractor shall provide to all field personnel a standard uniform including but not limited to uniform company hats, collared work shirts, pants, jackets, cold weather vests and ANSI approved safety shoes. All uniforms will be marked by patch, silk screen or embroidery with the company name and logo or other form of identification. 2.2 All equipment shall be clearly identified on both sides and rear of the vehicles as belonging to the Contractor, well maintained, in excellent working condition, be clean in appearance and without extensive visible damage, dirt graffiti etc. In addition, all vehicles shall have the company's name, contractor's license number and contact information clearly identified on both sides and the rear of the vehicle. 2.3 The Director's Representative reserves the right to direct the Contractor to remove an employee or piece of equipment for not meeting high maintenance and appearance standards. 3. SAFETY REQUIREMENTS 3.1 All work performed under this contract shall be completed with maximum safety as the priority above all other requirements. The Contractor shall be incompliance with his/her companies City approved Illness and Injury Prevention Program. 3.2 All work performed under this contract shall be performed in strict compliance with all federal, state and local safety laws, regulations or other authoritative mandates that protect workers and the general public, including but not limited to, excavation/trenching/shoring, blood borne pathogens, hazardous waste identification and transport and pesticide use and reporting. 3.3 In the event unsafe work is observed by City staff or otherwise reported, the Director's Representative may at his discretion order the Contractor to stop performing and pay all costs and or damages resulting from the delay. &nbsp; City Council &nbsp;27 &ndash;&nbsp;18 5/17/2022 &nbsp; 3.4 In addition, the Contractor shall submit to the Director's Representative each year upon renewal of the agreement his/her updated Illness and Injury Prevention Plan and update OSHA safety training records and employee safety training certificates. 4. SAFETY REQUIREMENTS 4.1 All work performed under this contract shall be completed with maximum safety as the priority above all other requirements. The Contractor shall be incompliance with his/her companies City approved Illness and Injury Prevention Program. 4.2 All work performed under this contract shall be performed in strict compliance with all federal, state and local safety laws, regulations or other authoritative mandates that protect workers and the general public, including but not limited to, California MUTCD safety mandates on traffic closure, excavation/trenching/shoring, confined space, blood borne pathogens, hazardous waste identification and transport and pesticide use and reporting. 4.3 In the event unsafe work is observed by City staff or otherwise reported, the Director's Representative may at his discretion order the Contractor to stop performing and pay all costs and or damages resulting from the delay. 4.4 In addition, the Contractor shall submit to the Director's Representative each year upon renewal of the agreement his/her updated Illness and Injury Prevention Plan. 5. SAFETY NOTIFICATION 5.1 If Contractor identifies a potential safety issue, Contractor shall: Notify the public that potentially unsafe conditions exist by installing yellow "Caution Tape" and "A" frame barricades or equal substitute around the condition. Notify the Director's Representative of the condition first by phone and then in writing (e- mail is acceptable) including digital photographs of the potential safety concern. Once the Contractor has notified the City and the public of the condition, as specified above, Contractor shall have no further responsibility regarding the condition. 6. UNDERGROUND ALERT SYSTEMS 6.1 Underground Alert Systems (telephone number 1-800-422-4133) must be notified 48-hours in advance prior to any excavation work. 7. PROPERTY DAMAGE 7.1 Any damage to private property caused by Contractor shall be immediately reported to the property owner. Contractors shall pay for any damage caused to private property in performing this agreement. 8. ACCESS TO PRIVATE PROPERTY 8.1 Prior to any work involving private property, the Contractor shall notify the City of the proposed work and obtain all necessary permits and/or consent required from City and/or property owner 9. PROTECTION AND RESTORATION OF EXISTING IMPROVEMENTS &nbsp; City Council &nbsp;27 &ndash;&nbsp;19 5/17/2022 &nbsp; 9.1 The Contractor shall protect City and/or private property adjacent to work areas including sprinkler systems, drain pipes, lawns, brick work, plantings, masonry work, fences, walls, sidewalks, street paving, etc., located on either public or private property. Contractor shall, at its expense, replace any property that is removed or damaged, other than property pre -approved for removal. Contractor shall abide by the City's "Policy for Driving on Park Property" (See Attachment 4). 10. TRAFFIC CONTROL 10.1 The Contractor will not interrupt traffic flow on City streets without obtaining a no -fee permit from the City. Prior to performing maintenance activities where Contractor employees work immediately adjacent City vehicular lanes or any other situation covered under the California MUTCD, the Contractor shall implement no -fee permitted City approved traffic safety plans to protect the health and welfare of its employees and the general public prior to commencement of the agreement. 11. MONTHLY REPORTS 11.1 Prior to the first of each month the Contractor shall submit to the Director's Representative for approval: 1) the Excel Park Maintenance Inspector's Inspection Schedule including a detailed annual, monthly, weekly and daily work schedules consistent with task frequencies in Exhibit A; 2) certified payroll of employees assigned to the contract areas; 3) organizational chart or equal listing the names, titles, schedules and assignments of all persons working on the project; 4) invoices and packing slips of name, type and quantities of commodities purchased; 5) a detailed description of area deficiencies; and, 6) a record of legal disposal of infectious waste materials. The information contained in the above referenced documents shall be updated with any new information as changes occur. The Director's Representative shall be immediately notified of any changes to the above information. Failure to submit a report by the first of each month shall result in a fine of $100.00 per day for each report submitted late. 12. WATER CONSERVATION & PROGRAMMING OF CONTROLLERS 12.1 The City shall be responsible for providing water for the Contractor to perform pavement cleaning and infectious waste removal/disposal services. The Contractor shall be responsible for conserving water when and wherever possible. &nbsp; City Council &nbsp;27 &ndash;&nbsp;20 5/17/2022 &nbsp; 13. SPECIFICATIONS INTERPRETATION 13.1 The intent of these specifications is known by the City of Santa Ana and SAPRF. Any questions relating to the interpretation of these specifications must be addressed, in writing, prior to the start of work. The Contractor agrees that interpretations of this contract after the start of work are at the sole discretion of the Director's Representative, and the Contractor shall abide by all such interpretations. 14. PROTECTION OF EXISTING FACILITIES AND STRUCTURES 14.1 The Contractor shall exercise due care in protecting from damage all existing facilities, structures, and utilities, both above surface and underground on the City's property. Any damage to Civic Center facilities, or private property caused by the Contractor's neglect shall be corrected and paid for by the Contractor at no cost to the City of Santa Ana. The City of Santa Ana and/or Director's Representative shall make the determination of fault. The Director's Representative reserves the right to issue a Stop Work Notice if the Contractor does not promptly repair any damage, within twenty-four (24) hours of the damage incurred. 14.2 If the Directors Representative requests or directs the Contractor to perform work in a given area, it will be the Contractor's responsibility to verify and locate any underground systems (i.e. utility lines) and take responsibility for taking reasonable precaution when working in these areas. 14.3 Contractor shall call Underground Alert (800) 422-4133) at least two working days prior to digging for line locations. Any damage or problems shall be reported immediately to the Director's Representative and the City of Santa Ana. If the Contractor discovers something unexpected or a unique problem occurs, he should stop work and immediately contact an authorized Director's Representative for a timely resolution of the problem. 15. SUBSTITUTIONS 15.1 Whenever a specific type of material is specified, no substitutions shall be allowed without written consent of the SAPRF representative. 16. CERTIFICATION & APPLICATION OF MATERIALS 16.1 All materials shall be delivered on the site in original containers. Materials shall be subject to inspection by the Director's Representative. The Director's Representative will not approve materials not meeting the SAPRF standards, and Contractor shall return any such non -satisfactory items at his/her cost. 16.2 No materials shall be applied prior to the Director's Representative verifying the specified quantities of materials. Furthermore, should the Contractor apply materials before the Director's Representative verifies correct materials and quantities, the Contractor shall not receive credit for the applied materials. The Contractor shall then reorder and deliver the materials, thereby not receiving credit for the applied materials. &nbsp; City Council &nbsp;27 &ndash;&nbsp;21 5/17/2022 &nbsp; 17. CONTRACTOR NEGLECT 17.1 Any damage to the City of Santa Ana, SAPRF, or private property, which has been determined to be due to the Contractor's neglect, shall be corrected at no additional cost to the City of Santa Ana or the SAPRF. 18. CONSTRUCTION EQUIPMENT 18.1 The Contractor shall take all necessary precautions for safe operation of his equipment and the protection of the public from injury and damage from such equipment. 19. SOUND CONTROL REQUIREMENTS 19.1 The Contractor shall comply with all local sound control and noise level rules, regulations and ordinances that apply to any work performed pursuant to the Contract. Each internal combustion engine used for any purpose on the job or related to the job shall be equipped with a muffler of a type recommended by the manufacturer of such equipment. No internal combustion engine shall be operated on the project without said muffler. Full compensation for conforming to the requirements of this section shall be considered as included in the prices paid for the various contract items of work involved and no additional compensation will be allowed therefore. Sounds, such as loud music, that are not related to the project, shall be kept at levels so as to not disturb the general public. 20. INQUIRIES AND COMPLAINTS 20.1 The Contractor shall maintain an office at some fixed place and shall maintain a telephone thereat, listed in the telephone directory in his own name or in the firm name by which he is most commonly known. Furthermore, the Contractor shall, at all times, have some responsible person(s), employed by the Contractor, to take the necessary action regarding all inquiries and complaints that may be received from the City of Santa Ana, Director's Representative, and/or private citizens during normal working hours. Whenever immediate action is required to prevent impending injury, death or property damage to the facilities being maintained, the Director's Representative may, after reasonable attempt to notify the Contractor cause such action to be taken by the SAPRF work force. All costs of any such action shall be charged against the Contractor, or the Director's Representative may deduct such cost from any amount due to Contractor. All complaints shall be abated as soon as possible after notification, to the satisfaction of the City of Santa Ana and/or Director's Representative. If any complaint is not abated within a reasonable time, the Director's Representative shall be notified immediately of the reason for not abating the complaint followed by a written report to the Director's Representative within five (5) days. If the complaints are not abated within the time specified or to the satisfaction of the Director's Representative, the Director's Representative may correct the specific complaint and the total cost incurred by the SAPRF will be deducted and forfeit from the payments owing to the Contractor from the SAPRF. Such cost shall include all SAPRF staff time required to resolve the problem and appropriate overhead charges 21. NOTIFICATION OF LOCATIONS OF WORK &nbsp; City Council &nbsp;27 &ndash;&nbsp;22 5/17/2022 &nbsp; 21.1 The Contractor shall notify the Director's Representative when the contractor's crews will be working within the SAPRF. Said notifications will be made on a daily basis by telephone, cell phone, fax, or by weekly written schedules which specify the entire week's work locations. 22. WORK FORCE 22.1 The Director's Representative may evaluate each of the Contractor's staff and if he/she finds that a Contractors employee or sub -contractor's employee is not performing to the satisfaction of the Director's Representative, the Director's Representative shall require the Contractor to remove the employee from work sites at his or her discretion within 24 hours of written notice. 23. MATERIALS 23.1 The Director's Representative shall approve or reject all materials delivered to the work site. In addition, the Contractor shall not apply any materials until the Director's Representative inspects the materials to confirm they are correct per specifications. Note that the Director's Representative may stay at the work site to confirm that all materials are applied correctly and in the quantities specified. Materials applied by the Contractor prior to the Director's Representative inspecting the materials shall be considered not applied. Therefore, the Contractor shall not be given credit towards the quantity of the specified material required to be applied by the specification. The Contractor shall then be required to deliver the specified quantity of material to the work site and, following the Director's Representatives approval, apply the materials in the presence of the Director's Representative: Prior to the application or use of any materials the Contractor shall submit to the Director's Representative a minimum 48 hours before delivery to the work site a list of all materials and/or chemicals that may be used pursuant to the terms of this Agreement. The list shall include the name of the product, the products specifications, and the quantity of materials, prescribed method of use/application, Material Safety Data Sheets and chemical analysis where applicable, recommended usage and any other manufacturer's data that may be pertinent. The list must be submitted before any materials/chemicals are used pursuant to this Agreement. 23.2 The materials and chemicals utilized in furtherance of this Agreement shall comply with the following standards: All chemicals proposed to be used during this agreement shall have the manufacturer's original labels on the containers. Prior to the use of any chemical, the Contractor shall provide the Director's Representative the SDS sheet for their review and written approval. Al chemicals shall be of the best quality obtainable and available on the market, properly labeled with guaranteed analysis, and brought to the job site in the manufacturer's original container. Materials shall, as specified herein, matching those existing at the work site, or as specified by the Director's Representative. 23.3 All materials delivered to the site shall be accompanied by a packing slip or other form from the vendor indicating the specific commodity delivered and the quantity. &nbsp; City Council &nbsp;27 &ndash;&nbsp;23 5/17/2022 &nbsp; 24. TRASH DISPOSAL AND RECYCLING 24.1 All organic waste (including leaves, grass clippings, brush, branches, and tree parts) resulting from work performed under this contract shall be disposed of pursuant to the requirements of the Santa Ana Municipal Code (SAMC) Chapter 16. Organic waste cannot be taken to a landfill. Every month, the Contractor shall submit receipts from licensed composters/green waste recycling facilities, to the Director listing the tons of organic waste recycled and the names and addresses of the composting or processing companies. As an alternative, the City may allow Contractor to dispose of green waste and trash in bins provided by the City. The City will determine the amount of green waste and trash allowed to be dumped in these bins based on historical amounts. Any additional disposal fees must be paid by Contractor. At no time will the contractor be allowed to dispose of trash or green waste that was not collected as part of this contract. If the City finds that the contractor is disposing of trash from other contracts, the City will discontinue this service for the contractor and the contractor will be required to pay for their own trash service. Special Requirements See -ATTACHMENT 4: ADDITIONAL INFORMATION &nbsp; City Council &nbsp;27 &ndash;&nbsp;24 5/17/2022 &nbsp; SANTA ANA CIVIC CENTER CLEANING PROGRAM Perimeter Sidewalks 2-person pressure washing crew - 3 days per week Pressure washing truck Cyclone TR5500/210 Tennant M-20 Vacuum/Auto Scrubber interior Walkways & Plazas 2-person pressure washing crew - Monday - Friday 2-person Bio dean crew will be use when cleaning Plaza of Flags Pressure Washing truck - 3 days per week Cyclone CY5500 - 2 days per week + 1 extra day if needed Tennant M-20 Vacuum/Auto Scrubber Petroleum 'Tar Removal (Plaza of Flags & Plaza of Fountains) 2 - person crew -- 1 day per week Central Courthouse Terrazzo Cleaning/Buffed 2 - person janitorial crew 1 day per week Police Department & Jail grounds 2 - person pressure washing crew 2 day per month All work can be tracked and documented with our GeoPai tracking software with before and after pictures. &nbsp; City Council &nbsp;27 &ndash;&nbsp;25 5/17/2022 &nbsp; f 4. STEP 1: Sweeping Crew (1-person team) Tennent Vacuum/Auto Scrubber M-20 City to provide dumpster STEP 2: Pressure Washing (1-person team) Cyclone CY5500 Pressure Washer STEP 3: Biohazard Waste Removal Independent company will be contracted with for pickup and disposal of hazard wastes All work can be tracked and documented with our GeoPal tracking software with before and after pictures. Superior has been providing pressure washing service to the City of Santa Ana for over five years. Over that time, we have adapted to the change in the scope of work and safety requirements. This latest RFP and Scope of Work addresses the encompassing requirements and demands of providing a safe and clean environment. We are confident with the additional staffing, the thousands of people who visit and work in and around the Civic Center will see a dramatic improvement. Our understanding of the unique requirements and our commitment to provide an innovative approach to meet these standards make Superior the right company for the City of Santa Ana. &nbsp; City Council &nbsp;27 &ndash;&nbsp;26 5/17/2022 &nbsp; Suggestions or Concerns Suggestions Gum removal should be handled as a Bio Hazard and removed using steam only. Using a pressure washer to remove gum only spreads the possibility of spreading any contamination. Some flexibility in scheduling should be built in for equipment down time; rain days... Concerns The removal of the petroleum tar substance cannot be done with steam or a pressure washer without damaging the underlying surface. Practical Experience protecting surfaces Every day! &nbsp; City Council &nbsp;27 &ndash;&nbsp;27 5/17/2022 &nbsp; EXHIBIT B CONSULTANT PROPOSAL FEE SCHEDULE (OR) RATES AND CHARGES &nbsp; City Council &nbsp;27 &ndash;&nbsp;28 5/17/2022 &nbsp; q UO epi d N V- e O O CV � O CV p (:j CV Ca O 0s� d d3 O C] O CON O O O � O CV O O �!� d O CO O O M O O Op � O O O 0), O P O + 2 in i C r� Q ► 10 JU cr 46 O Q G Q - Q4 R 04 .0 Q O✓ Q A y a " $ Q a ' b a0i f-k to ai 3 ^+ W Q A p v r f Q Q U Q ? c vi r Q "�' Q U 10 o v �, V NU yr o P, N Q t Q N Q F' O Oq M a b a a ° A b g O 0 ti ky i O O O cC N t MM- � n Q 0. m ,Sf q fl t •� � Q � 'LQ i3. y 3 O 0 Z '0 1 0 ri] � O v � � N 4�i N e0 a Y Q � U y 4) " m y > 0 o U ti❑o�daoa� O CUB q Q o. id •� �G0 g C i q °=�aQQ s� ti. x7 O p4dQ N «t 3" sari o :Q a°'�° 0o oo Q oaf > 4) y �' O � Ci y �} Q. N .may U Q > ai Q Q N a a4 O a 7 Q Q as U ¢ 4-4 �' +� o� �'�° - °, UIn i. y Q U x 3 Q 3d 0� w� "� 1 o Uy Cr U V .0 U .0 Q= U *�� y GO y Q N GO i.' Q .2 CL +� o O U o +� o r. n ON w Pk Q U U w U Q U Q U aqi U a q •uqi p O ° ° pQp i cd v a "n .f ID,..to Q id cd q q N N tel ryN� eN6 ni q -. a5 URl0 O U cn u O.. U q H QH wv,U ts, PL �N P;Hsn O o rrd W IU A w w t7 x . ti a Z O &nbsp; City Council &nbsp;27 &ndash;&nbsp;29 5/17/2022 &nbsp; n LL00 M CO �- a L N U) O V1 d (00 0 CAI �.., 6q(A 0 O 00 y � Y C V O M FACAU9 C U U) }C U LO � u a e0 0 Q 0 y O � d r C � O O � 'b a d b� ro U O U y y U U � o 0 o E�3 O N ro 3 8 tUi O U .0 U O 0 y w I I I q 40 4� G G7 F7 a i C U U U O 0 ccf U a7 "U O 40 O W O w O 00 AVN U xx wb U b Q w � Cd cn w ;o o o� ro O O i+ U H•+ .� En t-. y r O O b o a > id wa ~ 0 L0 Cd > a • " 0 ° In ro o ° t3 u 0 ro d N y Y O "ro O 4. `" p 0.5 o o u a010 00 a > Oro C .ycd _ O RS q 4 ro d b C V • O td > 'O 0 eui O o u o ... 4., CIO Q 0 0 O U U 00 U•X o �•t7 0.� ro tqd N 'V 0 ca R a cpd 0 .r— u 0 ° O ro d y 0 0 •n O v u r O �'ab � m yo O c� O U N �cd , s w � • � U 4+ CE Q b w N N o Caen 12 ' p > a 9 0 m 0 " 0 ro N O Ln 61 k o e°a '0 w •d O a u Q 0 0 � i; N a . o 3 a o > o p mh ti � ❑❑ a ai°i d , cd 0" 'IOIyy w p > O c0i O Q N chi c '00 0. N F" at M u ro "000 w p 0 r. .� cm eu O 93 ocd o C u a �b o.�v .., U ro w o i Q w t` M 0 47 M CO 0 m 0 d1 Q U <Y O U CL U) C Y IL am N m u: a ro w N 9 z 0 O U &nbsp; City Council &nbsp;27 &ndash;&nbsp;30 5/ 17/2022 &nbsp; U: 0) Q Ol 49a m U) Public Works Agency www.santa-ana.org/pw Item # 28 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: On -Call Right -of -Way Specialty Services AGENDA TITLE Approve Agreements with Desmond, Marcello & Amster, LLC, Donna Desmond Associates, Paragon Partners, Monument, and Hodges Lacey & Associates, LLC for Various On -Call Right -of -Way Specialty Services in an Amount Not to Exceed $148,000 for a Three -Year Term (Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute agreements with Desmond, Marcello & Amster, LLC, Donna Desmond Associates, Paragon Partners, Monument, and Hodges Lacey & Associates, LLC to provide right-of-way business goodwill appraisal services, property management, and furniture, fixtures, and equipment appraisal services in a shared aggregate amount not to exceed $148,000 for each specialty area, for a three-year term beginning May 17, 2022 and expiring May 16, 2025, with an option for two, one-year extensions, subject non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On November 4, 2021, the Public Works Agency released Request for Proposals (RFP) No. 21-131, by which it sought the services of qualified firms to provide right-of-way (ROW) specialty services including Business Goodwill Appraisal Services; Furniture, Fixtures, and Equipment Appraisal (FF&E); and Property Management on an as -needed or "on -call" basis for the Public Works Agency. The RFP was advertised on the City's online procurement management and publication system, with proposals due on November 30, 2021. Six proposals were received and evaluated by a selection committee. Based on criteria outlined in the RFP, the following summarizes the responding firms and their ranking: City Council 28 — 1 5/17/2022 On -Call Right -of -Way Specialty Services May 17, 2022 Page 2 Firm City Specialty Areas Desmond, Marcello & Amster, LLC ElSegundo Business Goodwill Donna Desmond Associates Los Angeles Business Goodwill Paragon Partners Cypress Property Management Monument Irvine Property Management Desmond, Marcello & Amster, LLC ElSegundo FF&E Hodges Lacey & Associates, LLC Thousand Oaks FF&E Approval of the recommended action will authorize two not -to -exceed aggregate agreements for each ROW specialty areas: Desmond, Marcello & Amster, LLC and Donna Desmond Associates have been selected to provide business goodwill appraisal services; Paragon Partners and Monument will provide property management services; and lastly Desmond, Marcello & Amster and Hodges Lacey & Associates, LLC will provide FF&E Appraisal Services. Their proposals demonstrated the firms have the necessary capacity and expertise to complete the required services on an as -need basis. The firms' rates are reasonable and within industry standard, the teams' qualifications are appropriate, and the proposals were determined to provide the best value for the City. ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. FISCAL IMPACT The following table summarizes the projects with funds budgeted and available for expenditure on the right-of-way acquisition and relocation services to be provided by the agreements in Fiscal Year 2021-2022: Fiscal Accounting Unit - Fund Accounting Unit - Y Year Account No. Description Account No. Amount (Project No.) Description Measure M Measure M2 2021-22 03217663-66220 Street Competitive Street, $37,500 (18-6901) Construction Improvements Other Than Building Warner Ave -Tustin 2021-22 05917668-66220 Select Street Community Facilities $12,500 (18-6901) Construction District, Improvements Other Than Building New Transportation New Transportation 2021-22 03517660-66220 System System Improvement- $20,000 (17-6883) Improvement- Area F, Improvements Area F Other Than Building City Council 28 — 2 5/17/2022 On -Call Right -of -Way Specialty Services May 17, 2022 Page 3 Fiscal Accounting Unit - Fund Accounting Unit - Y Year Account No. Description Account No. Amount (Project No.) Description Measure M Measure M2 2021-22 05917661-66220 Street Competitive Street, $60,000 (11-6741) Construction Improvements Other Than Building Total $130,000 Any unused agreement amounts may be utilized by projects not listed above by following the established on -call services process during FY 2021-22 and for the remaining agreement term. CIP Engineering may also utilize operating funds in the Contracts Services — Professional Accounting Unit (08617613-62300) under these agreement. Prior to utilizing the on -call services for any future task orders without accounts identified above, City staff must receive Finance and Management Services Agency approval of project activities to be used to ensure funds are available and under the shared $148,000 aggregate total for each contract. Upon successful completion of the fiscal review, a corresponding Notice to Proceed containing the specific scope and maximum expenditure for the task order will be issued. EXHIBIT(S) 1. Agreement with Desmond, Marcello & Amster, LLC for On -Call Right -of -Way Services —Business Goodwill Appraisal Services 2. Agreement with Donna Desmond Associates for On -Call Right -of -Way Services —Business Goodwill Appraisal Services 3. Agreement with Paragon Partners for On -Call Right -of -Way Services —Property Management 4. Agreement with Monument for On -Call Right -of -Way Services —Property Management 5. Agreement with Desmond, Marcello & Amster, LLC for On -Call Right -of -Way Services —Furniture, Fixtures, and Equipment Appraisal Services 6. Agreement with Hodges Lacey & Associates, LLC for On -Call Right -of -Way Services —Furniture, Fixtures, and Equipment Appraisal Services Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager City Council 28 — 3 5/17/2022 AGREEMENT TO PROVIDE ON -CALL RIGHT OF WAY SERVICES: BUSINESS GOODWILL APPRAISAL SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 17th day of May, 2022 by and between Desmond, Marcello, & Amster, 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"). RECITALS A. On December 6, 2021, the City issued Request for Proposal (RFP) No. 21-131, by which it sought a qualified consultant having special skill and knowledge in the field of business goodwill appraisal services on an as needed basis. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that Consultant is able and willing to provide the services described in the scope of work that was included in RFP 21-131. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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 On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 21-131, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of the highest ranking firms to provide business goodwill appraisal services on an on -call basis under RFP 21-131. The total compensation for these services provided by all such consultants selected under RFP 21-131 shall not exceed the shared aggregate amount of One Hundred Forty -Eight Thousand Dollars and Zero Cents ($148,000) during the term of the Agreement, including any extension periods. 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. City Council 28 — 4 5/17/2022 3. TERM This Agreement shall commence on the date first written above and terminate on May 16, 2025, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for up to two (2) one-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. City Council 28 — 5 5/17/2022 7. 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. Minimum Scope and Limit of Insurance Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non - owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions): insurance appropriate to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. 5. Broader Coverage: if the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). City Council 28 — 6 5/17/2022 2. Primary Coverage: For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation that any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require theConsultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies (applicable only to professional liability): i. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. City Council 28 — 7 5/17/2022 8. Verification of Coverage: Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. 10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, 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 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. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees City Council 28 — 8 5/17/2022 against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. 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 City Council 28 — 9 5/17/2022 an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. 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. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. 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. City Council 28 — 10 5/17/2022 18. 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. 19. 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. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. 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 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City Council 28 — 11 5/17/2022 City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 To Consultant: Madeleina Mamaux, ASA, CFA Desmond, Marcello, & Amster, LLC 222 Pacific Coast Highway, 1 Oth floor El Segundo, CA 90245 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. 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 Deputy City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager DESMOND, MARCELLO & AMSTER, LLC: Ke,� -- $ late, farAvg-l(_ City Council 28 — 12 5/17/2022 EXHIBIT A City Council 28 — 13 5/17/2022 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL RIGHT-OF-WAY SERVICES: GOODWILL, FF&E, & PROPERTY MANAGEMENT RFP NO.21-131 INTRODUCTION/PROJECT BACKGROUND The City of Santa Ana is issuing this Request for Proposals (RFP) to seek qualified firms to provide On -Call Right -of -Way Services: Goodwill, FF&E, & Property Management on an as - needed or "on -call" basis. It is the City's goal to select one or more firms to enter into an agreement(s) with to provide as needed property management services for capital improvement projects (CIP). The capital improvement projects needing the right-of-way services include, but are not limited, to Warner Avenue, Bristol Street, Fairview Street, and Grand Avenue Street Improvements. The services being considered for contract are the following "Specialty Areas": Specialty Areas Maximum Contract Aggregate Amount I. Property Management Services $148,000 IL Business Goodwill Appraisal Services $148,000 III. Furniture, Fixtures and Equipment Appraisal $148,000 Services Consultants are encouraged to prepare proposals for the multiple specialty areas listed above, however; it is not required to propose on more than one Specialty Area. Each Specialty Area shall be submitted individually in response to the RFP. From the proposals received, it is the City's goal to select one to two firms for each of the specialty services (I, II, and III). The City will enter into separate agreements (the "Agreement") with each of these firms. Work will be assigned by Contract Task Orders. As tasks are identified, they will be distributed among these firms based upon their ability to perform the required work within the project schedule and budget constraints. A detailed scope of work and corresponding fee will be outlined when a specific task is assigned to a consultant. The City reserves the right to distribute the work in any manner which will best serve the City's interests. Interested firms who provide more than one right of way service are welcome to submit proposals for all Specialty Areas. However, the firm providing the Specialty Service for the selected parcels will not be selected for a different Specialty Service for the same parcels. City Council City of Santa Ana Fff21r431 5/17/2022 Page Al-1 MINIMUM QUALIFICATIONS Consultants must demonstrate the minimum qualifications as established in the California Department of Transportation (Caltrans) Right of Way Manual, which can be accessed at: http://www.dot.ca. og v/hq/row/rowman/manual/index.htm. Consultants must demonstrate ability to have successfully negotiated and closed escrow on acquisition of parcels and minimized the eminent domain process on similar projects. DESCRIPTION OF WORK Consultants under contract with the City of Santa Ana will provide support to City of Santa Ana staff or their designee on an as -needed basis. The Consultants shall be thoroughly familiar with the Statement of Work prior to submitting a response to this Request for Proposal (RFP). • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience with State and federally funded projects. All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • Work may include, but is not be limited to, the following: 0 onsite review of the project area o review of existing records o conducting research and performing analysis o information gathering o negotiations o developing strategies o prepare memos and letters o attend community meetings as needed • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has total responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of the Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub -consultants. The Consultant shall review all work performed by its sub -consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. Sub -consultant markup is not allowed in this contract. • The Consultant shall have a Quality Control Plan in effect during the entire time work is being performed under the Agreement. The Quality Control Plan shall establish a process whereby work products are independently checked, corrected and back checked. All project related correspondences and documents shall be maintained and bound in City Council City of Santa Ana Fff21t531 5/17/2022 Page Al-2 appropriate project files. Additionally, all electronic files shall conform to the City's file naming system. • The Consultant shall diligently work on each assignment and complete each task in accordance with the schedule and accommodate the City's needs. • The Consultant's work will be subject to inspection and audit by City, County, State and Federal representatives • Consultant's Project Manager and critical staff must attend the monthly meetings with City Staff and other consultants requested by the City to review project progress, the schedule and any critical issues/items and the follow up action items necessary. All status reports must be submitted ahead of the meetings. • Consultant must prepare a Weekly Status report and submit to the City. Format and specific items of each status report must be reviewed and approved by the City. • Consultant must maintain electronic files of all the project parcels and correspondence including all reports generated by other related consultants required to perform acquisition/relocation and property management services. • All electronic submittals of files must be through a shared folder. Consultant must upload and keep current the project parcel information and files in the shared folder established for the project. • Consultant must prepare electronic files of the parcels according to the Caltrans Review Process for right-of-way Certification. • Project files including copies of all correspondences, reports, documents, and electronic files shall be submitted to the City when requested and electronically updated as requested by the City. • All work, including reports, analysis, data, and intellectual properties developed during the life of the Agreement shall become the properties of the City. • The Consultant will receive written notification of the award of the contract. Upon such notification, the Consultant will proceed with the services required by the Agreement. City Council City of Santa Ana Fff21r631 5/17/2022 Page Al-3 SPECIALITY AREA: I PROPERTY MANAGEMENT SERVICES Consultant will coordinate all of the property management tasks with City staff and the demolition contractor as deemed necessary. Consultant shall provide post acquisition property management services during the transition from occupancy to demolition. This includes the coordination of utility connections and disconnections, preparing and facilitating short-term rental agreements, rent collections, providing eviction services, property maintenance and security, preparing and issuing notices to vacate in accordance with state law, coordination of final asbestos and lead surveys, and monitoring the demolition of structures and removal of underground storage tanks or other environmental concerns. The property management consultant is required to inspect all City owned properties and to confirm tenancy of occupants. Property Management duties shall include but not limited to: • Review existing leases, licenses, franchises, easements, permits and other agreements for City properties. • Negotiate and draft new agreements or make revisions to existing agreements for approval by the City. • Collect rent and calculate tenant rental adjustments, increases and operating expenses for approval by City. Calculate the market rent for hold over tenants for owners that will not vacate the property within 3 days after closure of escrow and provide rental agreements to be executed for both parties and include in the escrow documents. • Coordinate with escrow companies for transfer of leases, security deposits and rents prior to close of escrow. • Schedule, coordinate, and perform property maintenance tasks with qualified vendors. • Perform periodic site inspection visits for subject properties as required by the City to ensure site security from vandalism. • Meet and inspect the City properties post -acquisition to ensure conformance with appropriate regulations. • Prepare and submit weekly status reports for all properties being managed. Report shall include at a minimum, property address, owner's name, tenant's name and contract rent amount, notices, vacancy date and demolition. • Maintain and update tenant databases. • Coordinate with City's acquisition/relocation consultant for post -acquisition Property Management of City properties. • Act as Property Management Liaison between the tenants and City. • Coordinate with all utility companies for transfer and disconnection including but not limited to City Water Department, SCE, Gas Company, Waste Management and cable and telephone utilities. • Coordinate the removal of meters with utility companies in a timely manner to ensure scheduled demolition of structures. • Provide security services as needed. Security service may be required to deter the City Council City of Santa Ana Fff21tJ31 5/17/2022 Page Al-4 vandalism of vacant properties. Hours may vary depending on the need for day or night time security. • Provide comprehensive maintenance services including the yard and site maintenance. • Coordinate vacancy of the properties with acquisition/relocation consultant. • Coordinate fencing and boarding up of buildings after vacancy as necessary for security prior to demolition. • Arrange for board up if there was any break- in of the original board up. • Coordinate and provide access to properties, with demolition contractor. • Coordinate eviction of tenants if necessary with City staff. • Coordinate with escrow companies for transfer of tenant information upon closure of escrow. Trust Account Consultant shall establish a separate checking account in the name of City and Consultant with the City to be co-owner of the account and have full access at a bank approved by City and conform to the following policies: 1. At the creation of the account, Consultant shall document all tenancies that currently exist at City -owned properties and provide the following information for each: tenant name, monthly rent amount, security deposit amount, beginning date of tenancy, and ending date of tenancy. This report shall be updated monthly to reflect any new tenants. 2. Within three (3) days of receipt, Consultant shall deposit all proceeds received on behalf of City into account, including but not limited to rent, security deposits, and any amount that may become due by tenants. 3. Funds may only be withdrawn by Consultant to pay property management related expenditures, including without limitation repairs, utilities, and maintenance, in an amount up to $1,000. Expenditures in excess of $1,000 must be approved by City. 4. Non -emergency expenditures above $1,000 must be bid competitively to ensure property management funds are spent efficiently. The operating reserve amount in the account shall be $5,000 per parcel. Consultant is required to remit funds above the operating reserve amount after subtracting the projected expenses on a monthly basis. The funds shall be remitted by Consultant to City via ACH or wire within fifteen (15) days of the most recently completed month. On monthly basis, the Consultant should remit an itemized statement identifying revenues and expenditures collected and/or incurred during the period as noted in Section (7) below. 5. All expenditures, regardless of amount, must be supported by itemized invoice that tracks expenditures by tenant and corresponding City approval if applicable. 6. Changes to the rental information, such as addition of tenants, and/or rental termination, must be approved by the Public Works Agency. Within ten (10) days of such approval, Consultant shall confirm all changes in writing to City's Public Works and Finance and Management Agencies. 7. Consultant is required to maintain books and records in compliance with generally accepted accounting principles. On a monthly basis or upon City's request, Consultant City Council City of Santa Ana Fff21r831 5/17/2022 Page Al-5 shall provide a listing of the following: a. Rental income by tenant (identify property address) b. Expenditures by category (e.g., utilities, maintenance, property management fees, etc.) 8. Consultant shall make available all books and records related to the services provided to City Finance staff or an independent Certified Public Accounting firm acting on behalf of City. 9. City maintains the right, either by itself or through a CPA firm acting on its behalf, to conduct an examination of Consultant's books and records related to above -referenced service. The examination may be conducted on annual basis or upon City's discretion on reasonable notice. Weekly Status Reports Consultant shall provide to the City weekly status reports relating to the management and operation of the premises for the preceding calendar week. These documents shall include the following, but are not limited to: • Proper records with respect to leasing, management, and operation of the premises (i.e. receipts, disbursements, etc.) • Contractor competitive bids • Tenant information, owner's information, beginning date of tenancy, ending tenancy and vacate date, rent amount, security deposit, past due rents, 90-day notice dates, fencing, board up, testing dates, utility shut offs and meter removal dates. • Status report must also include inspection dates and any action items needed during the inspection and follow up of the action items. City Council City of Santa Ana Fff21ro31 5/17/2022 Page Al-6 SPECIALITY AREA: II BUSINESS GOODWILL APPRAISAL SERVICES Consultant shall perform professional and technical Loss of Goodwill Appraisal services on an as -needed basis to prepare reports for use during ROW negotiations for the project and settlement during condemnation proceedings. The Loss of Goodwill reports are to be prepared in accordance with all applicable regulations as determined by the City. These may include, but are not limited to local, state and federal regulations, policies, procedures, manuals, and standards including. Consultant has total responsibility for the accuracy and completeness of the Loss of Goodwill Appraisal Reports and other work performed pursuant to this Agreement and prepared for this Project and shall check all such material accordingly. Reports will be reviewed by the City for conformity with General Goodwill Appraisal standards and coordination with State procedures. Consultant shall, throughout the life of the Agreement retain within Consultant's firm a staff of qualified personnel to perform each of the work listed below. Consultants shall be responsive and maintain excellent working relationships with property owners, tenants, and City staff. Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. Consultants shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. Consultant services shall include providing: • Budgetary Estimates of Goodwill Loss Budgetary estimates are used by public agencies in planning and preparing a project budget. Consultant's estimates of goodwill loss will be based upon a "drive by" site inspection of the subject businesses, limited market research, and any publicly available data. In addition, these estimates will take into consideration Consultant's experience in preparing goodwill loss appraisals of comparable businesses, as well as our knowledge of relevant statutes and case law, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a brief letter. • Goodwill Loss Acquisition Appraisals During the early stages of property acquisition, Consultant can provide preliminary estimates of goodwill loss. Acquisition appraisals are based upon data, which may be provided by the business' ownership at its discretion. Such information may include: leases; background on the business provided via owner/management interviews; historical and prospective financial data; and information about proposed relocation sites. In addition, Consultant shall perform basic transactional research in light of our understanding of the business' operations and financial condition. Consultant will also coordinate with real estate and fixtures and equipment appraisers to avoid duplication of compensation. Further, Consultant's analyses will be guided by relevant statutory and case law pertaining to compensation for loss of goodwill. City Council City of Santa Ana PM212031 5/17/2022 Page Al-7 Consultant shall perform the following tasks: • Preparation of Preliminary Estimates • Preparation of Complete Loss of Goodwill Appraisals • Perform field work as necessary • Attend Pre -submission Review Conferences as required • Prepare Correspondence • Make presentations to city staff as needed • Perform special studies within the scope of Consultant's expertise. • Coordinate with other ROW consultants as necessary • Coordinate with City -hired Real Estate appraisers and FF&E appraisers as required. City Council City of Santa Ana PM212131 5/17/2022 Page Al-8 SPECIALITY AREA: III FURNITURE, FIXTURES, MACHINARY AND EQUIPMENT (FFME) APPRAISAL SERVICES Consultant shall complete work under the direction of City staff. Consultant shall, throughout the life of the Agreement retain within Consultant's firm a staff of qualified personnel to perform each of the work listed below. Consultants shall be responsive and maintain excellent working relationships with property owners, tenants, and City staff. Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. Consultants shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. Consultant services will include providing: • Budgetary Estimates of Fixtures and Equipment Values Budgetary estimates are used by public agencies in planning and preparing a project budget. Consultant's estimates of fixtures and equipment values will be based upon a "drive by" site inspection of the subject businesses, limited market research, and any publicly available data. In addition, the estimates take into consideration Consultant's experience in preparing fixtures and equipment appraisals of comparable businesses, as well as knowledge of relevant statutes and case laws, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a spreadsheet of estimates and a summary report. • Fixtures and Equipment Appraisals Consultant will provide a fully contained appraisal report, in triplicate and a digital file, of the improvements pertaining to the realty and major movable equipment of each business appraised. The report will include an estimate of the fair market value in place and liquidation value of all appropriate items and will be prepared in conformance with Article 3 of the California Code of Civil Procedure, Sections 1263.205 and 1263.210. (Compensation for losses in connection with movable personal property is included in the California Code of Regulations, Title 25, Sections 6090 and 6092.) Appraisal procedures will be guided by the USPAP. The improvements pertaining to the realty and major movable equipment for businesses that occupy multiple properties shall be clearly delineated by property address. In preparing each comprehensive appraisal, Consultant will: inspect the business' facility; prepare an inventory of the improvements pertaining to the realty and major movable equipment; coordinate appraisal activities with the real estate appraiser to avoid duplication of compensation; interview the business' owner/manager regarding the business' history, operations and tangible assets owned; and utilize generally accepted valuation methodology to determine the fair market value in place and liquidation value of the appropriate items owned by the business. Furniture, Fixtures and Equipment Appraisals tasks may include: • Inspect the business facility and perform field work as necessary • Prepare separate inventories for the Fixture and Immovable Equipment and Movable City Council City of Santa Ana PM2'2231 5/17/2022 Page Al-9 Personal Property. • Coordinate appraisal activities with the real estate appraiser and /or Goodwill appraiser to avoid duplication of compensation • Interview the business owner regarding the history, operation and tangible assets owned. • Prepare report utilizing accepted valuation methodology to estimate the replacement cost, fair market value in place and salvage value of the appropriate items owned by each business operation. Perform Special Studies as required by the City within the scope of Consultant's expertise. • Attend meetings and present the reports and findings if necessary. PAYMENT AND INVOICING: Selected Consultant shall invoice the City based on time and material according to the City's standard invoice template. Tasks and hours shall be clearly identified and all rates must match those included in the approved agreement. City shall retain ten percent (10%) of the invoice amount from each payment until the completed Project has been accepted by the City. Each invoice must include a Consultant Progress Report that contains tasks and activities completed and summary of work in the next month period. Certificate of insurance must be current in order for invoices to be processed. CITY RESPONSIBILITIES: The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. • Facilitate meeting spaces and coordination with City staff • Access to City facilities CONSULTANT RESPONSIBILITIES: • Provide all required insurance as outlined in Attachment 2 of this RFP. • Submit renewal of Certificate of Insurance 30 days before expiring. • Ensure Certificate of Insurance is current when submitting invoices. SPECIAL REQUIREMENTS (ATTACHMENT 4) This project may utilize California Department of Transportation (Caltrans) funds and shall therefore comply with all state and federal requirements. The below referenced forms included in Attachment 4 (Additional Provisions) of the Appendix must be completed in their entirety and submitted with your proposal: • LAPM Exhibit 10-H: Sample Cost Proposal • LAPM Exhibit 10-01: Consultant Proposal DBE Commitment • LAPM Exhibit 10-02: Consultant Contract DBE Commitment (include within Fee Proposal hard copy package) City Council City of Santa Ana PM212831 5/17/2022 Page Al-10 • LAPM Exhibit 10-K: Consultant Certification of Contract Costs and Financial management System (include within Fee Proposal hard copy package) for Speciality Area A only. Please reference Caltrans Local Assistance Procedure Manual, Consultant Selection, Chapter 10, for further instructions and guidelines pertaining to the completion of these forms: https://dot.ca. gov/-/media/dot-media/programs/local-assistance/documents/Igpm/ch l O.pdf COMPLIANCE WITH REQUIREMENTS OF FUNDING AGENCY: This agreement may be funded with state and/or federal grant funds administered by Caltrans. Proposer shall comply with all requirements as they pertain to the use of these funds. Refer to Attachment 4 for Caltrans required forms, including Exhibit 10-H — Sample Cost Proposal (H2 for On -Call Contracts) in the Appendix of this RFP. DISADVANTAGED BUSINESS ENTERPRISES (DBE) GOAL: The Agency has established a DBE goal for this Contract. Proposers are encouraged to obtain DBE participation for this contract. Refer to Exhibit 10-I — Notice to Proposers DBE Information included in the Appendix of this RFP. Proposers must submit Exhibits 10-01 & 10-02 — Consultant Proposal & Contract DBE Commitment to demonstrate compliance with Agency's DBE goal. CONSULTANT AUDIT AND REVIEW PROCESS: (Speciality Area A - Acquisition/Relocation only) Prior to contract award and dependent on contract award amount, the selected Consultant(s) shall be subject to an audit or review by Caltrans' Audit and Investigations (A&I), other state audit organizations, or the federal government. The selected Consultant(s) shall complete Exhibit 10-K — Consultant Annual Certification of Indirect Costs and Financial Management System for all prime and sub -consultants in the Appendix of this RFP. To independently download any of the Caltrans Exhibits required per this RFP, visit: https:Hdot. ca. goy/pro grams/local-assistance/forms/local-assistance-procedures-manual-forms City Council City of Santa Ana PM212431 5/17/2022 Page Al-11 EXHIBIT B City Council 28 — 25 5/17/2022 DM4?A (9 � ��6 t4�)AL November 29, 2021 Desmond, Marcello & Amster, LLC Valuation and Litigation Consultants 222 Pacific Coast Highway, 101" FI( El Segundo, CA 90245 44 Montgomery St., Ste 300 San Francisco, CA 94104 www.dmavalue.com City of Santa Ana Tel: (310) 216-1400 Attn: Kenny Nguyen Public Works Agency; M-36 20 Civic Center Plaza; Ross Annex Santa Ana, CA 92701 Re: ON -CALL RIGHT-OF-WAY SERVICES: GOODWILL, FF&E, & PROPERTY MANAGEMENT RFP NO. 21-131 Dear Mr. Nguyen: Desmond, Marcello & Amster, LLC ("DM&A") is responding to RFP No: 21-131 to provide the City of Santa Ana Public Works Agency with services in Specialty Area: II Business Goodwill Appraisal Services. Attached herein is DM&A's proposal and qualifications. I'm assured that you will find our firm is thoroughly qualified to meet the City of Santa Ana Public Works Agency's appraisal needs. Please contact me with any questions or additional requests. I am DM&A's "Managing Partner" and am an authorized representative who can make legally binding commitments for DM&A. Respectfully submitted, Madeleine Mamauk, ASA, CFA Managing Partner Desmond, Marcello & Amster, LLC City Council 28 — 26 5/17/2022 DMM 1. STATEMENT OF QUALIFICATIONS a) Cover Letter: See previous page. b) Contract Agreement Statement: DM&A concurs with the provisions contained in the Agreement attached to RFP No: 21-131 as Attachment 2 in the Appendix. c) Firm and Team Experience: Since 1968, DM&A has provided clients in both the public and private sectors with expertise in the valuation of closely -held businesses, professional practices, and tangible and intangible assets, such as goodwill and furniture, fixtures, machinery and equipment (FFME). DM&A has completed thousands of goodwill loss appraisals under the Goodwill Loss Statute, §1263.510 of the California Eminent Domain Law, for both government agencies and private parties. The valuation analysts at DM&A work in conjunction with condemning agencies, business owners, attorneys, relocation agents, acquisition agents, developers, FFME appraisers, and real estate appraisers to provide defensible goodwill loss opinions. Since the enactment of the California Eminent Domain Law of 1976, DM&A has been a leader in providing litigation support for goodwill loss condemnation cases. DM&A has vast experience with the loss of goodwill, and FFME appraisal aspects of right-of-way issues for public works projects. FFME appraisal has been an integral part of DM&A's services for over 30 years. Our capability for valuation of assets under §1263.205 of the California Code of Civil Procedure reflects the depth of our experience with the statute and breadth of the industry knowledge. DM&A's Goodwill Valuation Department consists of six appraisers. The FFME Department consists of a dedicated project manager and two appraisers. This multi -disciplinary capability enables DM&A to address complex valuation issues involving both appraisal disciplines. The size of our professional staff also enables DM&A to accommodate large projects and tight deadlines. DM&A has the capability and flexibility to adjust to projects ranging from emergency turnaround status to extremely complex in nature. Our collaborative business approach allows DM&A to have a level of quality control and responsiveness that is unique in our market. DM&A can assist clients in various phases of a project, from early planning through final resolution in court proceedings. Major categories of services include budgetary estimates, comprehensive appraisals for eminent domain proceedings, review of reports, and litigation support, including expert testimony. DM&A's appraisers have testified at deposition and at trial on many occasions, with our experts having been involved in most of the published cases involving loss of business goodwill. DM&A's approach to the appraisal process is thorough, collaborative, and professional. Our appraisers recognize the importance of a detailed approach to any assignment, and are cognizant of our role as representing our clients. Our professionals have extensive experience in interviewing business owners, and make efforts to address their concerns and needs. DM&A has bilingual professionals to interface with business owners speaking Spanish. DM&A's qualifications are the result of experience gained in the preparation of thousands of appraisals of tangible and intangible assets in a wide range of industries and business types. In addition, City Council 28 - 27 5/b/70� each staff member has extensive experience in the eminent domain and property acquisition process, and detailed understanding of relevant statutory and case law. DM&A's appraisal reports fully comply with the Uniform Standards of Professional Appraisal Practice (USPAP) and applicable regulatory and professional procedures. Our appraisers have completed coursework on USPAP and regularly attend seminars/webinars to keep up to date on USPAP and industry issues. c) Firm and Team Experience: Project Manager/Principal Agent: RESUME OF MADELEINE MAMAUX, CFA, ASA MANAGING PARTNER GOODWILL APPRAISAL PROFESSIONAL BACKGROUND Ms. Mamaux began her business valuation career as a financial analyst at DM&A from 1989 to 1991. Having earned an MBA and gaining significant analytical experience in the investment industry, she rejoined DM&A in 1997 as a valuation manager. Ms. Mamaux became a principal at the firm in 2001 and has been a Partner since 2007. Ms. Mamaux's has completed business valuation assignments for purposes including goodwill loss in eminent domain matters, estate tax, partnership and corporate dissolution, shareholder buyouts, mergers and acquisitions, strategic planning, and financing. Businesses valued by Ms. Mamaux operate in diverse industries such as wholesaling, food processing, technology, media, manufacturing, transportation, waste management, retail, real estate, and agriculture. During her years away from DM&A, Ms. Mamaux analyzed investment opportunities in fixed - income securities for Teachers' Insurance and Annuity Association (TIAA), the nation's largest private pension fund. She also held an analytical position at Fitch Investors Service, an international bond -rating agency, where she was responsible for assigning credit ratings to large multinational companies. PROFESSIONAL AFFILIATIONS Ms. Mamaux is a Chartered Financial Analyst and is a member of the CFA Institute and the CFA Society Los Angeles. Additionally, Ms. Mamaux is a Senior Member of the American Society of Appraisers in the Business Valuation discipline and a member of the International Right of Way Association (IRWA). Ms. Mamaux regularly participates in seminars and panel presentations with a variety of organizations regarding business valuation and goodwill loss analysis and concepts. EDUCATION Mr. Pigrom graduated from Loyola Marymount University in June 2002 with a bachelor's degree in business administration with an emphasis in business law and a minor in history. Ms. Mamaux graduated magna cum laude with a bachelor's degree from Claremont McKenna College. She majored in economics and mathematics and was elected to Phi Beta Kappa. She holds a master's degree in business administration from The Wharton School of the University of Pennsylvania, graduating with distinction with a degree in finance. City Council 28 — 28 5/17/2022� 3 1�1�/� DEPOSITION AND COURT TESTIMONY Ms. Mamaux has provided expert testimony at trial and arbitration in various California and Federal jurisdictions. She has also provided deposition testimony on numerous occasions pertaining to her opinions of business value, loss of goodwill, and economic damages. Details pertaining to her testimony experience are available upon request. RtSUME OF KEVIN BLAIR, ASA PARTNER GOODWILL APPRAISAL PROFESSIONAL BACKGROUND Mr. Blair joined DM&A in 2006 and became a Partner in 2021. He has prepared hundreds of goodwill loss appraisals for a variety of clients throughout California including Caltrans, California High Speed Rail Authority, Los Angeles County Metropolitan Transportation Authority, Orange County Transportation Authority, San Gabriel Valley Council of Governments, Riverside County Transportation Commission, and San Bernardino County Transportation Authority, among others. The businesses appraised by Mr. Blair over the past 15 years span across the retail, commercial, agricultural, and industrial sectors, including the appraisal of the loss of goodwill of billboards, gas stations, liquor stores, restaurants, auto repair facilities, auto and truck dealerships, metal fabrication shops, rail and trucking services, bank branches, wholesale/distribution centers, waste collection, hotels/motels, and machining shops. Mr. Blair has been designated as an expert with regards to loss of goodwill in various eminent domain matters. Additionally, he has participated in mediations and provided litigation support services. At DM&A, Mr. Blair has managed projects encompassing fixtures and equipment and goodwill loss appraisals for numerous businesses within an acquisition area. He also spearheads the firm's responses to public agencies' requests for proposals/qualifications. Mr. Blair has given presentations to various IRWA chapters and attorney groups. The subject of the presentations have included Goodwill 101; Business Damages and Partial Acquisitions; Acquiring Commercial Property: When Appraisal and Relocation Issues Overlap; Expert Insights on Eminent Domain Trials; and Appraisal in the COVID Era. In additional to eminent domain related appraisal services, Mr. Blair has completed business valuation assignments for a variety of tax and litigation purposes, including, gift and estate tax, bankruptcy/receivership, partnershiplcorporate dissolution, marital dissolution, economic damages, fraud, and breach of contract. He has been engaged on projects by financial institutions and intermediaries to advise on transactions and financing. EDUCATION Mr. Blair holds a Bachelor of Arts degree from Claremont McKenna College (2006). He majored in economics with a leadership sequence. PROFESSIONAL AFFILIATIONS Mr. Blair is a Senior Member of the American Society of Appraisers in the Business Valuati distWe.ouncil 28 — 29 5/67/,2022 Mr. Blair is a member, and past President, of Chapter 2 (San Francisco/Santa Rosa) and member of Chapter 1 (Los Angeles) of the International Right of Way Association (IRWA). We was recognized by his peers in IRWA as 2017 Young Professional of the Year — Western Region, 2018 Professional of the Year — Chapter 2, and 2019 Sophie Yore Award Recipient — Chapter 2. c Firm and Team Experience: Organizational Chart and Assigned Team Goodwill Eric Lietzow, Patricia Francis CPAIABV Controller Principal - Goodwili Ricardo Goni Silvia Tauber, Principal - CPA r-' r1r%r1%A A 1 I Team: Madeleine Mamaux and Kevin Blair will serve as Project Managers. Ms. Mamaux can be contacted at mmamaux(cDdmavalue.com or (310) 490-6084 if necessary. Mr. Blair can be contacted at kblairadmavalue.com or (415) 926-6996 if necessary. Wesley Nutten, Ricardo Goni, Eric Lietzow, and Silvia Tauber will provide additional goodwill appraisal services for assignments under this project. Up to 50% of each team member's time can be devoted to the project. DM&A commits to dedicating all labor hours necessary to complete appraisal assignments for this project at the highest of quality in a timely and efficient manner. d) Understanding of Need: DM&A has worked with nearly every major California public agency in providing eminent domain and right of way specialty appraisal services. In performing business valuation/goodwill loss appraisal services to the City of Santa Ana Public Works Agency, DM&A will perform the necessary research, investigation, and analysis to provide written appraisal reports in compliance with the standards of the Uniform Standards of City Council 5 28 — 30 5 J/ /o n Professional Appraisal Practice (USPAP) as it pertains to business valuations. DM&A takes the following steps in the goodwill valuation process: • Communicate with the City of Santa Ana Public Works Agency management and/or representatives to ascertain the scope of the assignment and provide responsive proposals for each task order; • Should the City request a budgetary estimate rather than an appraisal report, DM&A will perform virtual or drive -by site inspections, research the business, perform preliminary industry and market research, and provide a brief letter outlining its preliminary estimates regarding business goodwill; Communicate with the subject business and/or representatives to commence the data gathering process; • Review and analyze the financial statements of the subject business, including internal income statements and balance sheets as well as tax returns; Interview the owners and/or managers of the subject business and/or a review of deposition transcripts. Such interviews/depositions are intended to provide DM&A with a thorough understanding of the business' products, operations, management, employees, marketing, competition, and industry, as well as an understanding of recent financial trends and outlook; • Conduct site and area inspections of both the subject location and the business' relocation site, if applicable; • Review leases and other contracts pertinent to the business' operations; • Coordinate with other professionals, such as fixtures and equipment appraisers, real estate appraisers, and relocation consultants, to avoid duplication of compensation; • Research the business' industry, economic factors affecting the business, and the marketplace for sales of businesses similar to the subject; • Advise relocation consultant regarding the suitability of potential relocation sites and consult on which site(s) will result in the least goodwill loss; • Investigate the impacts of the taking and/or of relocation, if applicable, on the business' revenues and profits in the "after" condition taking into consideration potential betterment; • Implement valuation methods, such as the Income Approach (i.e., Discounted Cash Flow Method, Capitalization of Cash Flow Method) and Market Approach (i.e., Discretionary Cash Flow Multiplier Method, EBITDA Multiplier Method), to determine the value of the business' goodwill in both the before condition and in the after condition. The selection of the appropriate methods depends on the nature of the business and its marketplace in light of DM&A's market research; • Prepare of a valuation report in compliance with USPAP; City Council 6 28 — 31 5 JJ Attend any required meetings or conferences with the client regarding appraisal questions, such as "Pre -submission Review Conferences and/or make presentations to City staff as needed. Additionally, DM&A can perform special studies within the scope of the firm's expertise if requested by the City; Provide expert testimony and litigation support, as required; and • Maintain files in accordance with USPAP e) Relevant_ Project Experience: Project 1: Projects: Various projects, incl. LAX Automated People Mover, Gold Line Foothill Extension Phase 2B, East San Fernando Light Rail Transit, West Santa Ana Branch Transit Corridor, Crenshaw/LAX, Westside Subway, and Rosecrans/Marquardt Projects Timeframe: 2016-present Location: Los Angeles County, CA Client: Los Angeles County Metropolitan Transit Authority Client Contact: Craig Justesen, Director of Real Property Mgmt & Development - Real Estate, JustesenC(a)Metro.net, (213) 922-7051 Description: Prepared dozens of loss of goodwill and FFME appraisals in both the acquisition and litigation phase for partial and full acquisitions. Business types appraised spanned across retail, office, manufacturing, and distribution sectors. DM&A provided expert witness testimony and litigation support services on several matters. Protect 2: Projects: Various projects, incl. Orangethorpe, Lakeview, and State College Grade Separation Projects Timeframe: 2011-2019 Location: Orange County, CA Client: Orange County Transportation Authority Client Contact: Gary Weisberg, Esq. (Outside Counsel), Woodruff, Spradlin & Smart, (714) 415-1065, gessberg@wss-law.com Description: Prepared dozens of loss of goodwill and FFME appraisal in both the acquisition and litigation phase for partial and full acquisitions. Business types appraised spanned across retail, office, manufacturing, and distribution sectors. Project 3: Projects: SR-91 Widening Project Timeframe: 2011-2018 Location: Riverside County, CA Client: Riverside County Transportation Authority Client Contact: Gregory Snarr, Esq. (Outside Counsel), Best, Best & Krieger, (951) 826-8202, Gregory.snarr@bbklaw.com Description: Prepared approximately 12 loss of goodwill and 40 FFME appraisals in both the acquisition and litigation phase for partial and full acquisitions. Examples of business types appraised included self -storage, hotels, beverage distributor/warehouse, cabinetry store, mobile home park, sports bar, motorsports dealership, boat product store, property management company, and equipment rental store. City Council 7 28 - 32 5/u/ Project 4: Projects: Various Grade Separation Projects Timeframe: 2010-present Location: Los Angeles County, CA Client. San Gabriel Valley Counsel of Governments (formerly Alameda Corridor East) Client Contact: Alan Sozio, Esq., Burke Williams & Sorensen, LLP (Outside Counsel), (213) 236-2819, asozio@bwslaw.com Description: Valued the goodwill loss of approximately 20 businesses for partial and full acquisitions. Expert testimony and litigation support was provided on several. Business types included gas stations, car washes, fast food restaurants, pallet wholesaler, fuel wholesaler, and beverage distributor, among others. Project 5: Project: California High Speed Rail Project Timeframe: 2013-present Location: Fresno/Madera, CA Client: California High Speed Rail Authority/Caltrans Legal Client Contact: Meredith Denzler, Esq., California Dept of Transportation — Legal Division, (619) 688-2531, Meredith.denzler@dot.ca.gov Description: Prepared dozens of loss of goodwill and FFME appraisal in both the acquisition and litigation phase for both partial and full acquisitions. Business types appraised spanned across retail, manufacturing, and agricultural sectors. f) References: Reference 1: Craig Justesen, Director of Real Property Mgmt & Development — Real Estate, Los Angeles County Metropolitan Transit Authority, JustesenC@Metro.net, (213) 922-7051 Relevant Projects. See Above Reference 2: Meredith Denzler, Esq., California Dept of Transportation — Legal Division, (619) 688-2531, Meredith.denzler@dot. ca.gov Relevant Projects: See Above Reference 3: Gary Weisberg, Esq. (Outside Counsel), Woodruff, Spradlin & Smart, (714) 415-1065, gweisberggwss-law. corn Simin Yazdan, Sr. Real Property Agent, Orange County Transportation Authority, syazdan(o-)octa.net Relevant Projects: See Above City Council 8 28 — 33 5 JffJ "` 2) SCOPE OF SERVICES AND SCHEDULE As previously indicated, DM&A has been providing goodwill appraisal services for 45 years. The firm's goodwill department specializes in preparing goodwill appraisals for eminent domain/right of way matters on behalf of public agencies. DM&A is active in the International Right of Way Association and the American Society of Appraisers, and its staff members attend continuing education courses on both eminent domain and appraisal subject matters. As a result, DM&A and its staff is informed and up-to-date on happenings within California eminent domain and goodwill appraisal. Having six goodwill appraisers allows DM&A to tackle large projects for which many businesses need to be appraised and efficiently prepare all necessary appraisals in a cost-effective manner. The firm has experience appraising the goodwill of businesses across all industries and sectors, allowing it to meet any and all needs encountered by the City of Santa Ana Public Works Agency. Additionally, DM&A has performed preliminary budgetary estimates of goodwill loss on numerous occasions and can assist with this task should the City prefer this in lieu of or prior to a complete appraisal report. As such, DM&A is well -positioned to perform all appraisal assignments under the scope of work outlined in Attachment 1 of this RFP. City Council 28 — 34 5/17/l2022 3) FEE PROPOSAL The fee proposal has been submitted separate and concurrent with this technical proposal. City Council H 28-35 4) CERTIFICATIONS The following forms are signed and included on the subsequent pages: Attachment 3-1: Non -Collusion Affidavit Attachment 3-2: Non -Lobbying Certification Attachment 3-3: Non -Discrimination Certification LAPM Exhibit 10-H: Sample Cost Proposal LAPM Exhibit 10-01: Consultant Proposal DBE Commitment LAPM Exhibit 10-02: Consultant Contract DBE Commitment (incl. in Fee Proposal) City Council 28 — 36 5/17/202� 11 D1. /� Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance 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 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. Signing this Proposal on the signature pgrtion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are ca,4on d thatamaking a false certiqqg4on may subject the certifier to criminal prosecution. Signed State of California County of S'tip oCCQ 0 V4b ri and worn t (or affirmed) before me on this I" `nl4day of l� 4 J 20 1 by sroAl Rt 11^VX proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. 4A"-2- Nota Public Signature KRYSTAL CUTLER Notary public - California OMY San Diego County Commission# 2288981 Comm. Expires May 18, 2023 Notary Public Seal 28 — 37 5/17/2022 City of Santa Ana RFP 21-131 Page A3-1 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal 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, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Desmond, Marcello & Amster, LLC /X i A Signed and Printed Name: Title Managing Partner Date 1 1 /29/202 1 Madeleine Mamaux CityCouncil 28 — 38 5/17/2022 City of Santa Ana RFP 21-131 Page A3-2 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: I. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant 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 Consultant 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 Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant 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 Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant 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 Consultant 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 Consultant'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 Consultant 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. 7. The Consultant 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 Citv Council 28 - 39 5/17/2022 City of Santa Ana RFP 21-131 Page A3-3 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 Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. S. 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 consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Managing Partner Firm: Desmond, Marcello & Amster, LLC Date: 11 /29/2021 City Council 28 — 40 5/17/2022 City of Santa Ana RFP 21-131 ^ Page A3-4 Appendix ATTACHMENT 4 CALTRANS ATTACHMENTS Please see below. City Council 28 — 41 5/17/2022 City of Santa Ana RFP 21-131 Page A4-1 Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal EXHIBIT 10-H2 COST PROPOSAL Page 1 of3 SPECIFIC RATE OF COMPENSATION (USE FOR ON -CALL ORAS-NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Note: Mark-ups are Not Allowed Consultant Desmond, Marcello & Amster, LLC 0 Prime Consultant ❑ Subconsultant ❑ 2"' Tier Subconsultant Project No. RFP 21-131 Contract No. Participation Amount $ NIA Date 11/29/2021 For Combined Rate Fringe Benefit % + General &Administrative % = Combined ICR% OR For Home Office Rate Fringe Benefit % + General &Administrative % = Home Office ICR% For Field Office Rate Fringe Benefit % + General &Administrative 0A = Field Office ICR% Fee = % Ia7e7�i711I_�CC�7�1i1�I�i7:MLA _]trC0701 Name/Job Title/Classification' Hourly Billing Rates2 Effective Date of Hourly Rate Actual or Avg. % or $ Hourly Range - Straight3 OT(1.5x) OT(2x) From To Hourly Rate" Increase for Classifications Only Kevin Blair/Partner/Goodwill 225 01/01/2022 12/31/2022 $225.00 Not Applicable 01 /01 /2023 12131/2023 $231.7 3.0% Appraisal pp 01/01/2024 12/31/2024 $238.7 3.0% Madeleine Mamaux/Managing 01/01/2022 12/3112022 $325.0 Not Applicable Partner/Goodwill Appraisal 325 01/01/2023 12/3112023 $334.7 3.0% $344.7 3.0% Ricardo Goni/Principal/ 250 01/01/2022 12131/2022 $250.0 Not Applicable Goodwill Appraisal 01/01/2023 12/31/2023 $257.51 3.0% 01/01/2024 1213112024 $262.2 3.0% Eric Lietzow/Principal/ 275 01/01/2022 12/31/2022 $275.0 Goodwill Appraisal 01/01/2023 12/31/2023 $283.2 3.0% 01/01/2024 12/31/2024 $291.7 3.0% Silvia Tauber/Sr. Analyst/ 01/01/2022 12/31/2022 $140A Goodwill Appraisal 140 01/01/2023 12/31/2023 $144.2 3.0% 01/01/2024 12/31/2024 $148.5 3.0% {Add pages as necessary) 01101/2022 12/31/2022 Wesley395,00 Nutten/Partner/ 395 01101/2023 12/3112023 $40&85 $406.85 3.0% Goodwill Appraisal 01101/2024 12/31/2024 $419.06 3.0% &nbsp; Page 4 of 9 City Council January 2020 &nbsp;28 &ndash;&nb* 5/17/2022 &nbsp; Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal NOTES: 1. Key personnel must be marked with an asterisk (") and employees that are subject to prevailing wage requirements must be marked with two asterisks (""). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. 3. Billing rate = actual hourly rate' (1 + ICR)' (1+ Fee). Indirect cost rates shall be updated on an annual basis in accordance with the consultant's annual accounting period and established by a cognizant agency or accepted by Caltrans All costs must comply with the Federal cost principles for reimbursement. 4. For named employees and key personnel enter the actual hourly rate. For classifications only, enter the Average Hourly Rate for that classification. EXHIBIT 10-1-12 COST PROPOSAL Page2of3 SPECIFIC RATE OF COMPENSATION (USE FOR ON -CALL OR AS -NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Consultant Desmond, Marcello & Amster, LLC E) Prime Consultant 0 Subconsultant Project No. RFP 21-131 Contract No. Date 11/29/2021 SCHEDULE OF OTHER DIRECT COST ITEMS Add additional pages as necessary Description of Item Quantity Unit Unit Cost Total Mileage Costs $ 0.00 Equipment Rental and Supplies $ 0.00 Permit Fees $ 0.00 Plan Sheets $ 0.00 Test $ 0.00 Vehicle $ 0.00 Subconsultant 1: Subconsultant 2: Subconsultant 3: Subconsultant 4: Subconsultant 5: Note: Add additional pages if necessary. NOTES: 1 List other direct cost items with estimated costs. These costs should be competitive in their respective industries and supported with appropriate documentation. 2. Proposed ODC items should be consistently billed regardless of client and contract type. 3. Items when incurred for the same purpose, in like circumstance, should not be included in any indirect cost pool or in the overhead rate. 4. Items such as special tooling, will be reimbursed at actual cost with supporting documentation (invoice). 5. Items listed above that would be considered "tools of the trade" are not reimbursable as other direct cost. 6. Travel related costs should be pre -approved by the contracting agency and shall not exceed current State Department of Personnel Administration rules, &nbsp; Page 5 of 9 City Council Jan r 2020 &nbsp;28 &ndash;&nb47 5/17/2022 &nbsp; Local Assistance Procedures Manual EXHIBIT 1D-H2 Cost Proposal 7. If mileage is claimed, the rate should be properly supported by the consultant's calculation of their actual costs for company vehicles. In addition, the miles claimed should be supported by mileage logs. 8. If a consultant proposes rental costs for a vehicle, the company must demonstrate that this is its standard procedure for all of their contracts and that they do not own any vehicles that could be used for the same purpose. 9. The cost proposal format shall not be amended. All costs must comply with the Federal cost principles. 10. Add additional pages if necessary. 11. Subconsultants must provide their own cost proposals. &nbsp; Page 6 of 9 City Council January 2020 &nbsp;28 &ndash;&nbsp;44 5/17/2022 &nbsp; Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal EXHIBIT 10-1-12 COST PROPOSAL Page 3 of 3 Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 7, Generally Accepted Accounting Principles (GAAP) 8. Terms and conditions of the contract 9. Title 23 United States Code Section 112 - Letting of Contracts 10.48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 11. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 12.48 Code of Federal Reclulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Prime Consultant or Subconsultant Certifying: Name: Madeleine Mamaux Signature Email: mmamaux a_dmavalue.com Title*: Managing Partner Date of Certification (mmlddlyyyy): 11/29/2021 Phone Number: 310-216-1400 Address: 222 Pacific Coast Highway, 10th Floor, El Segundo, CA 90245 * An individual executive or financial officer of the consultant's or subconsuitant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has auth ority to represent the financial information utilized to establish the cost proposal for the contract. List services me consunant is Business Goodwill Appraisal Services under the proposed contract: Page 7of9 January 2020 Local Assistance Procedures Manual Exhibit 10-01 Consultant Proposal DBE Commitment EXHIBIT 10-01 CONSULTANT PROPOSAL DBE COMMITMENT 1. Local Agency: City of Santa Ana Public Works Agency 2. Contract DBE Goal: 3. Project Description: 4. Project Location: 5. Consultant's Name: Desmond, Marcello & Amster, LLC 6. Prime Certified DBE: 11 7. Description of Work, Service, or Materials Supplied 8. DBE Certification Number 9. DBE. Contact Information ° 10. DBE /° usiness Goodwill Appr iisal N/A N/A 0 Local Agency to Complete this Section 17. TOTAL CLAIMED DBE PARTICIPATION 17. Locat Agency Contract Number: 18. Federal -Aid Project Number: 19. Proposed Contract Execution Date: 20. Consultant's Ranking after Evaluation: IMPORTANT: Identify all DBE firms being claimed for credit, Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate. regard ess of tier. Written confirmation f each listed DBE is requir 11 /29/2021 12. P eparer's Signatur 13. Date Madeleine Mamaux 310-216-1400 14. Preparer's Name 15. Phone Managing Partner 16. Preparer's Title DISTRIBUTION: Original — Included with consultant's proposal to local agency. ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654- 388D or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. LPP 18-01 I y Council 28 — Page 1 of2 January 2019 Local Assistance Procedures Manual Exhibit 10-01 Consultant Proposal DBE Commitment INSTRUCTIONS — CONSULTANT PROPOSAL DBE COMMITMENT CONSULTANT SECTION 1. Local Agency - Enter the name of the local or regional agency that is funding the contract. 2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement. 3. Project Location - Enter the project location as it appears on the project advertisement. 4. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc.). 5. Consultant's Name - Enter the consultant's firm name. 6. Prime Certified DBE - Check box if prime contractor is a certified DBE. 7. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant's own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms. 8. DBE Certification Number - Enter the DBE's Certification Identification Number. All DBEs must be certified on the date bids are opened. 9. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also, enter the prime consultant's name and phone number, if the prime is a DBE. 10. DBE % - Percent participation of work to be performed or service provided by a DBE. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation. 11. Total Claimed DBE Participation % - Enter the total DBE participation claimed. If the total % claimed is less than item "Contract DBE Goal," an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM). 12. Preparer's Signature - The person completing the DBE commitment form on behalf of the consultant's firm must sign their name. 13. Date - Enter the date the DBE commitment form is signed by the consultant's preparer. 14. Preparer's Name - Enter the name of the person preparing and signing the consultant's DBE commitment form. 15. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 16. Preparer's Title - Enter the position/title of the person signing the consultant's DBE commitment form. LOCAL AGENCY SECTION 17. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 18. Federal -Aid Project Number - Enter the Federal -Aid Project Number. 19. Proposed Contract Execution Date - Enter the proposed contract execution date. 20. Consultant's Ranking after Evaluation — Enter consultant's ranking after all submittals/consultants are evaluated. Use this as a quick comparison for evaluating most qualified consultant. 21. Local Agency Representative's Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate. 22. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative, 23. Local Agency Representative's Name - Enter the name of the Local Agency Representative certifying the consultant's DBE commitment form. 24. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 25. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the consultant's DBE commitment form. LPP 18-01UItY Uounal 26 — Page2of2 January 2019 EXHIBIT C City Council 28 — 48 5/17/2022 0 pl,� � 6 ( rk) K� ( - FEE PROPOSAL DESMOND, MARCELLO & AMSTER, LLC SPECIALTY AREA II BUSINESS GOODWILL APPRAISAL DM&A'S STANDARD HOURLY RATE SCHEDULE Title Staff Member Standard Rate BUSINESS GOODWILL APPRAISAL Managing Partner Madeleine Mamaux $325 Partner Wesley Nutten 395 250 Principal Ricardo GoN Principal Eric Lietzow 275 Partner Kevin Blair 225 Analyst I Silvia Tauber 140 FURNITURE, FIXTURES, MACHINERY & EQUIPMENT APPRAISAL Partner Marcus Pigrom 225 Appraiser Raul Bermudez 125 Appraiser ! Ryan Nutten 125 Examples of typical fee ranges by assignment type include: Non -Complex Moderately Complex Very Complex $5,000 to $8,000 $8,000 to $10,000 $10,000 to $15,000 The above fee ranges are for acquisition appraisals. They assume full cooperation of business owners, no material delays, and no litigation support. DM&A's business goodwill appraisals are very business specific with fees for appraisal services primarily impacted by business type and the complexity of the business' operations. City Council 1 28 — 49 5/ Local Assistance Procedures Manual Exhibit 10-02 Consultant Contract DBE Commitment 1. Local Agency: - 3. Project Description: 4. Project Location: . EXHIBIT 10-02 CONSULTANT CONTRACT DBE COMMITMENT City of Santa Ana Public Works Agency 2. Contract DBE Goal: 5. Consultant's Name: Desmond, Marrelln & Amster I I r. 6. Prime Certified DBE: ❑ 7. Total Contract Award Amount: 8. Total Dollar Amount for ALL Subconsultants: 9. Total Number of ALL Subconsultants: 10. Description of Work, Service, or Materials Supplied 11. DBE Certification Number 12. DBE Contact Information 13. DBE Dollar Amount Business Goodwill Appraisal N/A N/A 0 Local Agency to Complete this Section $ 20. Local Agency Contract TU,.rnhor- 14. TOTAL CLAIMED DBE PARTICIPATION 21. Federal -Aid Project Number: 22. Contract Execution nata• Local Agency certifies that all DBE certifications are valid and information on IMPORTANT: Identify all DBE firms being claimed for credit, this form is complete and accurate. regardless of tier. Written confirmation of each listed DBE is requir 11 /29/2021 23. Local Agency Representative's Signature 24. Date 15. Preparer's Signature 16. Date Madeleine Mamaux 310-216-1400 25. Local Agency Representative's Name 26. Phone 17. Preparer's Name 18. Phone _ Managing Partner 27. Local Agency Representative's Title 19. Preparer's Title DISTRIBUTION: 1. Original — Local Agency 2. Copy — Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract execution may result in de -obligation of federal funds on contract. ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654- 3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. City Council 28 — 50 5/17/2022 Page 1 of July 23, 2015 Local Assistance Procedures Manual Exhibit 10-02 Consultant Contract DBE Commitment INSTRUCTIONS — CONSULTANT CONTRACT DBE COMMITMENT CONSULTANT SECTION 1. Local Agency - Enter the name of the local or regional agency that is funding the contract. 2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement. 3. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc). 4. Project Location - Enter the project location as it appears on the project advertisement. 5. Consultant's Name - Enter the consultant's firm name. 6. Prime Certified DBE - Check box if prime contractor is a certified DBE. 7. Total Contract Award Amount - Enter the total contract award dollar amount for the prime consultant. 8. Total Dollar Amount for ALL Subconsultants — Enter the total dollar amount for all subcontracted consultants. SUM = (DBEs + all Non -DBEs). Do not include the prime consultant information in this count. 9. Total number of ALL subconsultants — Enter the total number of all subcontracted consultants. SUM = (DBEs + all Non -DBEs). Do not include the prime consultant information in this count. 10. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant's own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms. 11. DBE Certification Number - Enter the DBE's Certification Identification Number. All DBEs must be certified on the date bids are opened. 12. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also, enter the prime consultant's name and phone number, if the prime is a DBE. 13. DBE Dollar Amount - Enter the subcontracted dollar amount of the work to be performed or service to be provided. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation. 14. Total Claimed DBE Participation - $: Enter the total dollar amounts entered in the "DBE Dollar Amount" column. %: Enter the total DBE participation claimed ("Total Participation Dollars Claimed" divided by item "Total Contract Award Amount"). If the total % claimed is less than item "Contract DBE Goal," an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM). 15. Preparer's Signature - The person completing the DBE commitment form on behalf of the consultant's firm must sign their name. 16. Date - Enter the date the DBE commitment form is signed by the consultant's preparer. 17. Preparer's Name - Enter the name of the person preparing and signing the consultant's DBE commitment form. 18. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 19. Preparer's Title - Enter the position/title of the person signing the consultant's DBE commitment form. LOCAL AGENCY SECTION 20. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 21. Federal -Aid Project Number - Enter the Federal -Aid Project Number. 22. Contract Execution Date - Enter the date the contract was executed. 23. Local Agency Representative's Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate. 24. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative. 25. Local Agency Representative's Name - Enter the name of the Local Agency Representative certifying the consultant's DBE commitment form. 26. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 27. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the consultant's DBE commitment form. City Council 28 — 51 5/17/2022 Page 2 of July 23, 2015 AGREEMENT TO PROVIDE ON -CALL RIGHT OF WAY SERVICES: BUSINESS GOODWILL APPRAISAL SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 17th day of May, 2022 by and between Donna Desmond Associates ("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 December 6, 2021, the City issued Request for Proposal (RFP) No. 21-131, by which it sought a qualified consultant having special skill and knowledge in the field of business goodwill appraisal services on an as needed basis. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that Consultant is able and willing to provide the services described in the scope of work that was included in RFP 21-131. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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 On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 21-131, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of the highest ranking firms to provide business goodwill appraisal services on an on -call basis under RFP 21-131. The total compensation for these services provided by all such consultants selected under RFP 21-131 shall not exceed the shared aggregate amount of One Hundred Forty -Eight Thousand Dollars and Zero Cents ($148,000) during the term of the Agreement, including any extension periods. 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. City Council 28 — 52 5/17/2022 3. TERM This Agreement shall commence on the date first written above and terminate on May 16, 2025, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for up to two (2) one-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. City Council 28 — 53 5/17/2022 7. 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. Minimum Scope and Limit of Insurance Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non - owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if Consultantprovides written verification it has no employees). 4. Professional Liability (Errors and Omissions): insurance appropriate to the Consultant's profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. Broader Coverage: if the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). City Council 28 — 54 5/17/2022 2. Primary Coverage: For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation that any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require theConsultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies (applicable only to professional liability): i. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least one (1) year after completion of the contract of work. iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of one (1) year after completion of work. City Council 28 — 55 5/17/2022 8. Verification of Coverage: Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. 10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, 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 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. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees City Council 28 — 56 5/17/2022 against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. 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 City Council 28 — 57 5/17/2022 an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. 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. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. 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. City Council 28 — 58 5/17/2022 18. 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. 19. 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. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. 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 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City Council 28 — 59 5/17/2022 City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 To Consultant: Donna Desmond, President Donna Desmond Associates 265 S. Beverly Glen Boulevard Los Angeles, CA 90024 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. 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 r By: Bran on Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager DONNA DESMOND ASSOCIATES: Donna Desmond President Digitally signed by Donna Desmond Date: 2022.05.03 18:47:44-07'00' City Council 28 — 60 5/17/2022 EXHIBIT A City Council 28 — 61 5/17/2022 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL RIGHT-OF-WAY SERVICES: GOODWILL, FF&E, & PROPERTY MANAGEMENT RFP NO.21-131 INTRODUCTION/PROJECT BACKGROUND The City of Santa Ana is issuing this Request for Proposals (RFP) to seek qualified firms to provide On -Call Right -of -Way Services: Goodwill, FF&E, & Property Management on an as - needed or "on -call" basis. It is the City's goal to select one or more firms to enter into an agreement(s) with to provide as needed property management services for capital improvement projects (CIP). The capital improvement projects needing the right-of-way services include, but are not limited, to Warner Avenue, Bristol Street, Fairview Street, and Grand Avenue Street Improvements. The services being considered for contract are the following "Specialty Areas": Specialty Areas Maximum Contract Aggregate Amount I. Property Management Services $148,000 IL Business Goodwill Appraisal Services $148,000 III. Furniture, Fixtures and Equipment Appraisal $148,000 Services Consultants are encouraged to prepare proposals for the multiple specialty areas listed above, however; it is not required to propose on more than one Specialty Area. Each Specialty Area shall be submitted individually in response to the RFP. From the proposals received, it is the City's goal to select one to two firms for each of the specialty services (I, II, and III). The City will enter into separate agreements (the "Agreement") with each of these firms. Work will be assigned by Contract Task Orders. As tasks are identified, they will be distributed among these firms based upon their ability to perform the required work within the project schedule and budget constraints. A detailed scope of work and corresponding fee will be outlined when a specific task is assigned to a consultant. The City reserves the right to distribute the work in any manner which will best serve the City's interests. Interested firms who provide more than one right of way service are welcome to submit proposals for all Specialty Areas. However, the firm providing the Specialty Service for the selected parcels will not be selected for a different Specialty Service for the same parcels. City Council City of Santa Ana Ffflt231 5/17/2022 Page Al-1 MINIMUM QUALIFICATIONS Consultants must demonstrate the minimum qualifications as established in the California Department of Transportation (Caltrans) Right of Way Manual, which can be accessed at: http://www.dot.ca. og v/hq/row/rowman/manual/index.htm. Consultants must demonstrate ability to have successfully negotiated and closed escrow on acquisition of parcels and minimized the eminent domain process on similar projects. DESCRIPTION OF WORK Consultants under contract with the City of Santa Ana will provide support to City of Santa Ana staff or their designee on an as -needed basis. The Consultants shall be thoroughly familiar with the Statement of Work prior to submitting a response to this Request for Proposal (RFP). • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience with State and federally funded projects. All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • Work may include, but is not be limited to, the following: 0 onsite review of the project area o review of existing records o conducting research and performing analysis o information gathering o negotiations o developing strategies o prepare memos and letters o attend community meetings as needed • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has total responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of the Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub -consultants. The Consultant shall review all work performed by its sub -consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. Sub -consultant markup is not allowed in this contract. • The Consultant shall have a Quality Control Plan in effect during the entire time work is being performed under the Agreement. The Quality Control Plan shall establish a process whereby work products are independently checked, corrected and back checked. All project related correspondences and documents shall be maintained and bound in City Council City of Santa Ana Fff2b831 5/17/2022 Page Al-2 appropriate project files. Additionally, all electronic files shall conform to the City's file naming system. • The Consultant shall diligently work on each assignment and complete each task in accordance with the schedule and accommodate the City's needs. • The Consultant's work will be subject to inspection and audit by City, County, State and Federal representatives • Consultant's Project Manager and critical staff must attend the monthly meetings with City Staff and other consultants requested by the City to review project progress, the schedule and any critical issues/items and the follow up action items necessary. All status reports must be submitted ahead of the meetings. • Consultant must prepare a Weekly Status report and submit to the City. Format and specific items of each status report must be reviewed and approved by the City. • Consultant must maintain electronic files of all the project parcels and correspondence including all reports generated by other related consultants required to perform acquisition/relocation and property management services. • All electronic submittals of files must be through a shared folder. Consultant must upload and keep current the project parcel information and files in the shared folder established for the project. • Consultant must prepare electronic files of the parcels according to the Caltrans Review Process for right-of-way Certification. • Project files including copies of all correspondences, reports, documents, and electronic files shall be submitted to the City when requested and electronically updated as requested by the City. • All work, including reports, analysis, data, and intellectual properties developed during the life of the Agreement shall become the properties of the City. • The Consultant will receive written notification of the award of the contract. Upon such notification, the Consultant will proceed with the services required by the Agreement. City Council City of Santa Ana PM2b431 5/17/2022 Page Al-3 SPECIALITY AREA: I PROPERTY MANAGEMENT SERVICES Consultant will coordinate all of the property management tasks with City staff and the demolition contractor as deemed necessary. Consultant shall provide post acquisition property management services during the transition from occupancy to demolition. This includes the coordination of utility connections and disconnections, preparing and facilitating short-term rental agreements, rent collections, providing eviction services, property maintenance and security, preparing and issuing notices to vacate in accordance with state law, coordination of final asbestos and lead surveys, and monitoring the demolition of structures and removal of underground storage tanks or other environmental concerns. The property management consultant is required to inspect all City owned properties and to confirm tenancy of occupants. Property Management duties shall include but not limited to: • Review existing leases, licenses, franchises, easements, permits and other agreements for City properties. • Negotiate and draft new agreements or make revisions to existing agreements for approval by the City. • Collect rent and calculate tenant rental adjustments, increases and operating expenses for approval by City. Calculate the market rent for hold over tenants for owners that will not vacate the property within 3 days after closure of escrow and provide rental agreements to be executed for both parties and include in the escrow documents. • Coordinate with escrow companies for transfer of leases, security deposits and rents prior to close of escrow. • Schedule, coordinate, and perform property maintenance tasks with qualified vendors. • Perform periodic site inspection visits for subject properties as required by the City to ensure site security from vandalism. • Meet and inspect the City properties post -acquisition to ensure conformance with appropriate regulations. • Prepare and submit weekly status reports for all properties being managed. Report shall include at a minimum, property address, owner's name, tenant's name and contract rent amount, notices, vacancy date and demolition. • Maintain and update tenant databases. • Coordinate with City's acquisition/relocation consultant for post -acquisition Property Management of City properties. • Act as Property Management Liaison between the tenants and City. • Coordinate with all utility companies for transfer and disconnection including but not limited to City Water Department, SCE, Gas Company, Waste Management and cable and telephone utilities. • Coordinate the removal of meters with utility companies in a timely manner to ensure scheduled demolition of structures. • Provide security services as needed. Security service may be required to deter the City Council City of Santa Ana PM2b531 5/17/2022 Page Al-4 vandalism of vacant properties. Hours may vary depending on the need for day or night time security. • Provide comprehensive maintenance services including the yard and site maintenance. • Coordinate vacancy of the properties with acquisition/relocation consultant. • Coordinate fencing and boarding up of buildings after vacancy as necessary for security prior to demolition. • Arrange for board up if there was any break- in of the original board up. • Coordinate and provide access to properties, with demolition contractor. • Coordinate eviction of tenants if necessary with City staff. • Coordinate with escrow companies for transfer of tenant information upon closure of escrow. Trust Account Consultant shall establish a separate checking account in the name of City and Consultant with the City to be co-owner of the account and have full access at a bank approved by City and conform to the following policies: 1. At the creation of the account, Consultant shall document all tenancies that currently exist at City -owned properties and provide the following information for each: tenant name, monthly rent amount, security deposit amount, beginning date of tenancy, and ending date of tenancy. This report shall be updated monthly to reflect any new tenants. 2. Within three (3) days of receipt, Consultant shall deposit all proceeds received on behalf of City into account, including but not limited to rent, security deposits, and any amount that may become due by tenants. 3. Funds may only be withdrawn by Consultant to pay property management related expenditures, including without limitation repairs, utilities, and maintenance, in an amount up to $1,000. Expenditures in excess of $1,000 must be approved by City. 4. Non -emergency expenditures above $1,000 must be bid competitively to ensure property management funds are spent efficiently. The operating reserve amount in the account shall be $5,000 per parcel. Consultant is required to remit funds above the operating reserve amount after subtracting the projected expenses on a monthly basis. The funds shall be remitted by Consultant to City via ACH or wire within fifteen (15) days of the most recently completed month. On monthly basis, the Consultant should remit an itemized statement identifying revenues and expenditures collected and/or incurred during the period as noted in Section (7) below. 5. All expenditures, regardless of amount, must be supported by itemized invoice that tracks expenditures by tenant and corresponding City approval if applicable. 6. Changes to the rental information, such as addition of tenants, and/or rental termination, must be approved by the Public Works Agency. Within ten (10) days of such approval, Consultant shall confirm all changes in writing to City's Public Works and Finance and Management Agencies. 7. Consultant is required to maintain books and records in compliance with generally accepted accounting principles. On a monthly basis or upon City's request, Consultant City Council City of Santa Ana Ffflb631 5/17/2022 Page Al-5 shall provide a listing of the following: a. Rental income by tenant (identify property address) b. Expenditures by category (e.g., utilities, maintenance, property management fees, etc.) 8. Consultant shall make available all books and records related to the services provided to City Finance staff or an independent Certified Public Accounting firm acting on behalf of City. 9. City maintains the right, either by itself or through a CPA firm acting on its behalf, to conduct an examination of Consultant's books and records related to above -referenced service. The examination may be conducted on annual basis or upon City's discretion on reasonable notice. Weekly Status Reports Consultant shall provide to the City weekly status reports relating to the management and operation of the premises for the preceding calendar week. These documents shall include the following, but are not limited to: • Proper records with respect to leasing, management, and operation of the premises (i.e. receipts, disbursements, etc.) • Contractor competitive bids • Tenant information, owner's information, beginning date of tenancy, ending tenancy and vacate date, rent amount, security deposit, past due rents, 90-day notice dates, fencing, board up, testing dates, utility shut offs and meter removal dates. • Status report must also include inspection dates and any action items needed during the inspection and follow up of the action items. City Council City of Santa Ana FM2bj31 5/17/2022 Page Al-6 SPECIALITY AREA: II BUSINESS GOODWILL APPRAISAL SERVICES Consultant shall perform professional and technical Loss of Goodwill Appraisal services on an as -needed basis to prepare reports for use during ROW negotiations for the project and settlement during condemnation proceedings. The Loss of Goodwill reports are to be prepared in accordance with all applicable regulations as determined by the City. These may include, but are not limited to local, state and federal regulations, policies, procedures, manuals, and standards including. Consultant has total responsibility for the accuracy and completeness of the Loss of Goodwill Appraisal Reports and other work performed pursuant to this Agreement and prepared for this Project and shall check all such material accordingly. Reports will be reviewed by the City for conformity with General Goodwill Appraisal standards and coordination with State procedures. Consultant shall, throughout the life of the Agreement retain within Consultant's firm a staff of qualified personnel to perform each of the work listed below. Consultants shall be responsive and maintain excellent working relationships with property owners, tenants, and City staff. Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. Consultants shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. Consultant services shall include providing: • Budgetary Estimates of Goodwill Loss Budgetary estimates are used by public agencies in planning and preparing a project budget. Consultant's estimates of goodwill loss will be based upon a "drive by" site inspection of the subject businesses, limited market research, and any publicly available data. In addition, these estimates will take into consideration Consultant's experience in preparing goodwill loss appraisals of comparable businesses, as well as our knowledge of relevant statutes and case law, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a brief letter. • Goodwill Loss Acquisition Appraisals During the early stages of property acquisition, Consultant can provide preliminary estimates of goodwill loss. Acquisition appraisals are based upon data, which may be provided by the business' ownership at its discretion. Such information may include: leases; background on the business provided via owner/management interviews; historical and prospective financial data; and information about proposed relocation sites. In addition, Consultant shall perform basic transactional research in light of our understanding of the business' operations and financial condition. Consultant will also coordinate with real estate and fixtures and equipment appraisers to avoid duplication of compensation. Further, Consultant's analyses will be guided by relevant statutory and case law pertaining to compensation for loss of goodwill. City Council City of Santa Ana PM2b831 5/17/2022 Page Al-7 Consultant shall perform the following tasks: • Preparation of Preliminary Estimates • Preparation of Complete Loss of Goodwill Appraisals • Perform field work as necessary • Attend Pre -submission Review Conferences as required • Prepare Correspondence • Make presentations to city staff as needed • Perform special studies within the scope of Consultant's expertise. • Coordinate with other ROW consultants as necessary • Coordinate with City -hired Real Estate appraisers and FF&E appraisers as required. City Council City of Santa Ana Ffflbo31 5/17/2022 Page Al-8 SPECIALITY AREA: III FURNITURE, FIXTURES, MACHINARY AND EQUIPMENT (FFME) APPRAISAL SERVICES Consultant shall complete work under the direction of City staff. Consultant shall, throughout the life of the Agreement retain within Consultant's firm a staff of qualified personnel to perform each of the work listed below. Consultants shall be responsive and maintain excellent working relationships with property owners, tenants, and City staff. Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. Consultants shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. Consultant services will include providing: • Budgetary Estimates of Fixtures and Equipment Values Budgetary estimates are used by public agencies in planning and preparing a project budget. Consultant's estimates of fixtures and equipment values will be based upon a "drive by" site inspection of the subject businesses, limited market research, and any publicly available data. In addition, the estimates take into consideration Consultant's experience in preparing fixtures and equipment appraisals of comparable businesses, as well as knowledge of relevant statutes and case laws, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a spreadsheet of estimates and a summary report. • Fixtures and Equipment Appraisals Consultant will provide a fully contained appraisal report, in triplicate and a digital file, of the improvements pertaining to the realty and major movable equipment of each business appraised. The report will include an estimate of the fair market value in place and liquidation value of all appropriate items and will be prepared in conformance with Article 3 of the California Code of Civil Procedure, Sections 1263.205 and 1263.210. (Compensation for losses in connection with movable personal property is included in the California Code of Regulations, Title 25, Sections 6090 and 6092.) Appraisal procedures will be guided by the USPAP. The improvements pertaining to the realty and major movable equipment for businesses that occupy multiple properties shall be clearly delineated by property address. In preparing each comprehensive appraisal, Consultant will: inspect the business' facility; prepare an inventory of the improvements pertaining to the realty and major movable equipment; coordinate appraisal activities with the real estate appraiser to avoid duplication of compensation; interview the business' owner/manager regarding the business' history, operations and tangible assets owned; and utilize generally accepted valuation methodology to determine the fair market value in place and liquidation value of the appropriate items owned by the business. Furniture, Fixtures and Equipment Appraisals tasks may include: • Inspect the business facility and perform field work as necessary • Prepare separate inventories for the Fixture and Immovable Equipment and Movable City Council City of Santa Ana Fff21�031 5/17/2022 Page Al-9 Personal Property. • Coordinate appraisal activities with the real estate appraiser and /or Goodwill appraiser to avoid duplication of compensation • Interview the business owner regarding the history, operation and tangible assets owned. • Prepare report utilizing accepted valuation methodology to estimate the replacement cost, fair market value in place and salvage value of the appropriate items owned by each business operation. Perform Special Studies as required by the City within the scope of Consultant's expertise. • Attend meetings and present the reports and findings if necessary. PAYMENT AND INVOICING: Selected Consultant shall invoice the City based on time and material according to the City's standard invoice template. Tasks and hours shall be clearly identified and all rates must match those included in the approved agreement. City shall retain ten percent (10%) of the invoice amount from each payment until the completed Project has been accepted by the City. Each invoice must include a Consultant Progress Report that contains tasks and activities completed and summary of work in the next month period. Certificate of insurance must be current in order for invoices to be processed. CITY RESPONSIBILITIES: The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. • Facilitate meeting spaces and coordination with City staff • Access to City facilities CONSULTANT RESPONSIBILITIES: • Provide all required insurance as outlined in Attachment 2 of this RFP. • Submit renewal of Certificate of Insurance 30 days before expiring. • Ensure Certificate of Insurance is current when submitting invoices. SPECIAL REQUIREMENTS (ATTACHMENT 4) This project may utilize California Department of Transportation (Caltrans) funds and shall therefore comply with all state and federal requirements. The below referenced forms included in Attachment 4 (Additional Provisions) of the Appendix must be completed in their entirety and submitted with your proposal: • LAPM Exhibit 10-H: Sample Cost Proposal • LAPM Exhibit 10-01: Consultant Proposal DBE Commitment • LAPM Exhibit 10-02: Consultant Contract DBE Commitment (include within Fee Proposal hard copy package) City Council City of Santa Ana Fff21�131 5/17/2022 Page Al-10 • LAPM Exhibit 10-K: Consultant Certification of Contract Costs and Financial management System (include within Fee Proposal hard copy package) for Speciality Area A only. Please reference Caltrans Local Assistance Procedure Manual, Consultant Selection, Chapter 10, for further instructions and guidelines pertaining to the completion of these forms: https://dot.ca. gov/-/media/dot-media/programs/local-assistance/documents/Igpm/ch l O.pdf COMPLIANCE WITH REQUIREMENTS OF FUNDING AGENCY: This agreement may be funded with state and/or federal grant funds administered by Caltrans. Proposer shall comply with all requirements as they pertain to the use of these funds. Refer to Attachment 4 for Caltrans required forms, including Exhibit 10-H — Sample Cost Proposal (H2 for On -Call Contracts) in the Appendix of this RFP. DISADVANTAGED BUSINESS ENTERPRISES (DBE) GOAL: The Agency has established a DBE goal for this Contract. Proposers are encouraged to obtain DBE participation for this contract. Refer to Exhibit 10-I — Notice to Proposers DBE Information included in the Appendix of this RFP. Proposers must submit Exhibits 10-01 & 10-02 — Consultant Proposal & Contract DBE Commitment to demonstrate compliance with Agency's DBE goal. CONSULTANT AUDIT AND REVIEW PROCESS: (Speciality Area A - Acquisition/Relocation only) Prior to contract award and dependent on contract award amount, the selected Consultant(s) shall be subject to an audit or review by Caltrans' Audit and Investigations (A&I), other state audit organizations, or the federal government. The selected Consultant(s) shall complete Exhibit 10-K — Consultant Annual Certification of Indirect Costs and Financial Management System for all prime and sub -consultants in the Appendix of this RFP. To independently download any of the Caltrans Exhibits required per this RFP, visit: https:Hdot. ca. goy/pro grams/local-assistance/forms/local-assistance-procedures-manual-forms City Council City of Santa Ana Fff2t�231 5/17/2022 Page Al-11 EXHIBIT B City Council 28 — 73 5/17/2022 ORIGINAL DONNA DESMOND ASSOCIATE'S RESPONSE TO THE CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS No. 21-131 FOR ON -CALL RIGHT OF WAY SPECIALTY SERVICES: GOODWILL, FF&E & PROPERTY MANAGEMENT RESPONSE FOR: SPECIALTY AREA II — BUSINESS GOODWILL APPRAISAL SERVICES Date of Submittal: December 13, 2021 11 . Donna Desmond A 5 5 0 C I A T E City Council 28 — 74 5/17/2022 U7� Donna Desmond A S S o C I A T E 5 265 S. Beverly Glen Blvd., Los Angeles, CA 90024 (310) 475-1114 • ddesmond@donnadesmond.com December 13, 2021 City of Santa Ana Attn. Mr. Kenny Nguyen Public Works Agency; M-36 20 Civic Center Plaza; Ross Annex Santa Ana, CA 92701 Re: Response to RFP No. 21-131 for On -Call Right of Way Specialty Services: Goodwill, FF&E & Property Management City of Santa Ana Public Works Agency To Whom It May Concern: Submitted herein is Donna Desmond Associates' ("DDA"), a California corporation, response to the City of Santa Ana's Request for Proposal No. 21-131 for On —Call Right of Way Specialty Services. DDA is responding specifically to provide Specialty Area II - Business Goodwill Appraisal Services. DDA is located at 265 S. Beverly Glen Boulevard, in Los Angeles. The contact person for this response is: Donna Desmond, ASA Donna Desmond Associates 265 S. Beverly Glen Boulevard Los Angeles, CA 90024 Tel. (310) 475-1114 ddesmond@donnadesmond.com The corporation's Federal Taxpayer ID Number is 95-4699391. Donna Desmond, ASA is the firm's President and Secretary. There are no other corporate officers. DDA is a business valuation appraisal firm that specializes in preparing goodwill loss studies for eminent domain purposes. The firm has been providing transportation agencies, cities and counties throughout the State of California with goodwill loss appraisal services since 1997. Thank you for the opportunity to submit this response to the Request for Proposal. It is our hope to provide business goodwill loss appraisal services to the City of Santa Ana in the future. 1 of 8 City Counciis1ONSE TO THE CITY OF SANTA ANA'S RFP F� ONf!�LL RIGHT OF WAY SPECIAL/SCE{ Mr. Kenny Nguyen December 13, 2021 Respectfully submitted, DONNA DESMOND ASSOCIATES 46 X�- Donna Desmond, ASA Enclosures 2 of 8 City COUnCil RESPONSE TO THE CITY OF SANTA ANA'S F!% FOPS&N-CALL RIGHT OF WAY SPE�IQJ� %�[ }/,FEES DA 1 -STATEMENT OF QUALIFICATIONS B: CONTRACT AGREEMENT STATEMENT DDA has reviewed the sample agreement attached as Attachment 2 in the Appendix of the RFP. All terms of the agreement are acceptable with the exception of the following: Insurance Coverage Requirement for Errors & Omissions: I respectfully request a waiver of the $2,000,000 per claim with $2,000,000 aggregate coverage requirement. DDA has E&O insurance coverage of $1,000,000 per claim with $2,000,000 aggregate. It is difficult and expensive for a very small business to obtain the high level of coverage included within the sample agreement. DDA has had E&O coverage since 1997 and has never had a claim submitted. C; FIRM & TEAM EXPERIENCE Firm Description Donna Desmond Associates is a business valuation firm specializing in valuing goodwill loss in eminent domain proceedings pursuant to California Code of Civil Procedure section 1263.510. Donna Desmond has been providing condemning agencies and private parties throughout California with goodwill loss appraisal services since 1988. DDA was founded in 1997 and since that time has worked closely with condemning agencies and their consultants to provide comprehensive, well researched and defensible goodwill loss appraisals. The firm is organized as a California corporation and is a certified DBE. It has one office located at 265 S. Beverly Glen Boulevard in Los Angeles, California. Donna Desmond is the firm's sole employee and will be responsible for all services provided to the city. Goodwill loss appraisal services provided by Donna Desmond Associates include the following: o Preliminary Estimates for Budgetary Purposes o Goodwill Loss Appraisals o Litigation Support o Appraisal Review o Court Testimony Key Personnel - Donna Desmond, ASA Donna Desmond, President of Donna Desmond Associates, has specialized in business valuation since 1988. She has completed thousands of goodwill loss appraisal assignments for both public agencies and private parties throughout the State of California since 1988. Ms. Desmond has qualified as an expert in goodwill loss and business damages in the Superior Court of California in Los Angeles, Orange, Riverside, San Diego, San Bernardino, Kern, Santa Clara, Sonoma, San Mateo, San Francisco and Contra Costa counties and in the states of Nevada and Texas. Ms. Desmond has also testified in Federal District Court and has testified extensively in arbitration throughout California. Prior to founding DDA in 1997, she was a principal with Desmond, Marcello & Amster, responsible for appraisal management and testimony. 3 of 8 City CounCil RESPONSE TO THE CITY OF SANTA ANA'S IM F07?N-CALL RIGHT OF WAY SPEg fty,12 ff:4� Ms. Desmond is a senior member of the American Society of Appraisers in the Business Valuation Discipline. This designation was attained in 1995. She is also a member of the International Right of Way Association. Ms. Desmond has written articles for International Right of Way Association newsletters and the California Redevelopment Journal. She is also a contributing author to the Handbook of Small Business Valuation Formulas, published in 1987 and revised in 1988. Ms. Desmond regularly gives seminars to public agencies, attorney groups, and right of way organizations relative to issues pertinent to goodwill loss in eminent domain actions and billboard appraisal. Ms. Desmond graduated with a bachelor's degree from the University of California, Los Angeles in 1986 and continues to attend professional education courses in appraisal, finance and accounting. Ms. Desmond will be directly responsible for all appraisal services provided to the City of Santa Ana. She is located out of an office in Los Angeles and will be available to commit 20 hours per week for appraisal preparation and litigation support for this project. Ms. Desmond will be available to provide goodwill loss appraisal services for the duration of the contract with the City of Santa Ana. No other person will replace Ms. Desmond. D. UNDERSTANDING OF NEED DDA is proposing to provide the City of Santa Ana with business goodwill loss appraisal services, including preparation of Budgetary Estimates and Acquisition Appraisals. DDA will also provide litigation support, as necessary. All appraisal services will be coordinated with City staff, relocation and acquisition consultants, real estate appraisers and fixture & equipment appraisers. All appraisal services will be performed in conformance with the Uniform Standards of Professional Appraisal Practice (USPAP) and will adhere to the California Code of Civil Procedure and all applicable current case law. E. RELEVANT PROJECT EXPERIENCE The following is a partial list of Donna Desmond Associates' public agency clients and assignments from the last five years: City of Santa Ana — 2007 — 2020, providing goodwill loss appraisal services and litigation support for businesses impacted by the Bristol Street Widening Project, as well as other projects throughout the City. Jason Gabriel (714) 647-5664 Orange County Transportation Commission (OCTA) — 2010 - ongoing, providing goodwill loss appraisals and litigation support for various projects including the 1-405 Widening Project, 1-5 Widening Project and the State Route 55 Improvement Project. Gary Weisberg (714) 415-1065 Los Angeles County Metropolitan Transportation Agency — 2005 — ongoing, providing goodwill loss appraisals and litigation support for the Purple Line, LAX/Crenshaw Line, Rosecrans/Marquardt Grade Separation Project and the Gold Line Construction Authority. Craig Justesen (213) 922-7051 4 of 8 City COUrICil RESPONSE TO THE CITY OF SANTA ANA'S F �Pi F07&N-CALL RIGHT OF WAY SPE�IQJ� %�[ }/,FEES DA Los Angeles World Airport (LAWA) — 2018 — ongoing, providing goodwill loss appraisals and litigation support for the Landside Access Modernization Program ("LAMP") including the Automated People Mover. David Graeler (310) 874-4802 Caltrans — 2010 - ongoing, providing goodwill loss appraisal services and litigation support for businesses impacted by the 1-5 Widening Project as well as other smaller projects throughout the State. Scott Friedel (619) 818-7381 County of Riverside — 2002 - ongoing, providing goodwill loss and billboard appraisal services in various project areas, including the Jurupa Road Grade Separation Project, Magnolia Avenue Grade Separation Project and the Temescal Canyon Road Improvement Project. Craig Olson (951) 955-4840 Riverside County Transportation Commission (RCTC) — 2001 - ongoing, providing goodwill loss appraisal services for various projects, including businesses impacted by the Highway 74 Realignment Project, the State Route 91 HOV Project and State Route 91 CIP. Mark Easter (951) 686-1450 San Bernardino County Transportation Authority (SBCTA) — 2010 — ongoing, providing goodwill loss appraisal services for numerous project areas including the Barton Road Interchange Project and the 1-10 Widening Project. Craig Farrington (714) 415-1065 San Diego Association of Governments (SANDAG) — 2000 — ongoing, providing goodwill loss appraisal services and litigation support for all line developments including preparing numerous preliminary goodwill loss estimates. Brad Kuhn (949) 833-7800 F. References DDA has been providing goodwill loss appraisal services to transportation agencies, cities and counties throughout California since 1997. Recent successfully completed similar projects include the following: CITY OF SANTA ANA Bristol Street Widening Project DDA has provided goodwill loss appraisal services for the Bristol Street Widening Project. DDA valued in excess of forty businesses and numerous billboards for this project. These appraisals were coordinated with the City Attorney's Office, outside condemnation counsel and staff. All appraisals were provided on time and within budget. Contact: Mr. John Funk Chief Assistant City Attorney City of Santa Ana City Attorney's Office 20 Civic Center Plaza Santa Ana, CA 92701 Telephone: (714) 430-4679 Email: ifunkasanta-ana.ora RIVERSIDE COUNTY TRANSPORTATION COMMISSION (RCTC) 5 of 8 City COUnCII RESPONSE TO THE CITY OF SANTA ANA'S F ,P FOP qN-CALL RIGHT OF WAY SPE�IQJ� %�[ }/,FEES DA State Route 91 Improvement Project DDA has provided RCTC and their legal counsel, Best, Best & Krieger LLP, with goodwill loss and billboard appraisal services and litigation support. Assignments have included appraisals of professional practices, restaurants, manufacturers, distributors, auto dealerships, billboards and retailers. DDA has both subcontracted to RCTC through its condemnation counsel and its right-of-way consulting firm. Contact. - Mr. Mark Easter Riverside Condemnation Counsel Best, Best & Krieger LLP 3750 University Avenue Box1028 Riverside, CA 92502 Telephone: (951) 686-1450 Fax: (951) 686-3083 Email: Mark. Easter(@bbklaw.com ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) Various Transportation Projects During the past five years, DDA has provided OCTA with goodwill loss appraisal services for numerous active project areas, including the 1-405 Widening Project, 1-5 Widening Project and the State Route 55 Improvement Project. These projects have included valuing the loss of goodwill for over fifty businesses and providing litigation support and testimony. Services are provided to OCTA through its condemnation counsel, Woodruff, Spradlin & Smart. Contact. - Mr. Craig Farrington, Esq. Woodruff, Spradlin & Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, CA 92626 Telephone: (714) 415-1016 email: cfarrington(cDwss-law.com 6 of 8 City COUnCII RESPONSE TO THE CITY OF SANTA ANA'S F�Pi FO86N-CALL RIGHT OF WAY SPE�IQJ�%�[}/,F�ES DA 2. SCOPE OF SERVICES & SCHEDULE In providing goodwill loss appraisal services, DDA proposes the following work process for each appraisal assignment: o Meet with project team to gain an understanding of the project and potential construction and acquisition impacts; o Provide preliminary estimates of goodwill for budgetary purposes; o Inspect each business facility; o Interview each business owner and management to determine history of operations and relocation needs; o Review each business' historical financial statements, tax returns and lease agreements; o Review all parcel appraisal reports and coordinate with real estate and fixtures and equipment appraisers to avoid duplication of compensation; o Coordinate with agency staff and legal counsel to discuss strategy and approach; o Coordinate with relocation agents to determine relocation options, feasibility of relocation, mitigation issues and to avoid duplication of compensation; o Perform market research to determine each business' marketability and external influences; o Implement valuation methodology, including market based and income based approaches, to determine business' goodwill value in the before condition; o Inspect potential or actual relocation site(s); o Review all relevant and available documentation from relocation sites, including leases, financial statements and unreimbursed capital expenditures; o Implement valuation methodology to determine the loss of goodwill suffered by each business, including giving consideration to betterment, if any; o Attend pre -submittal conferences with city staff, as requested; o Make presentations to city staff, as needed; o Prepare narrative appraisal reports for settlement negotiations or declaration of values for court submittal; and o Provide support in negotiations and litigation (as needed). 7 of 8 City COUnCII RESPONSE TO THE CITY OF SANTA ANA'S F!% F08TN-CALL RIGHT OF WAY SPE�IQJ� %�[ }/,FEES DA All of the above tasks would be completed by Donna Desmond. Budgetary estimates of goodwill loss can be completed within one to two weeks of request. Appraisal reports can be completed within four to six weeks of receiving all applicable documentation from the business owners. Goodwill loss appraisals are often delayed by business owners' reluctance to provide financial documents, including income tax returns. DDA works closely with project staff and the relocation consultants to ensure business owners understand the necessity of providing such documentation. Further, DDA continues to engage the business owners in order to provide a level of comfort with the process. 3. FEES Donna Desmond Associates' fees are highly competitive within the industry. Donna Desmond provides all appraisal services personally to her clients. Therefore, less experienced staff members are not performing appraisal tasks or billing hours for bringing the responsible appraiser up to speed. Ms. Desmond performs all site inspections, owner interviews and meetings with the client and their agents. Unnecessary additional staff members do not provide these services, avoiding duplicative billing. As a result, the appraisal process is streamlined, typically resulting in a more cost effective fee structure for appraisal services, quicker turnaround time and a high level of quality. Fees are included within the separate envelope labeled FEE PROPOSAL. 4. CERTIFICATIONS Attachment 3-1: Non -Collusion Affidavit Attachment 3-2: Non -Lobbying Certification Attachment 3-3: Non -Discrimination Certification Caltrans Exhibits 8 of 8 City COUnCII RESPONSE TO THE CITY OF SANTA ANA'S F�Pi FO82N-CALL RIGHT OF WAY SPE�IQJ�%�[}/,F�ES DA Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance 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 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 c Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature p5xfiq thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautigod ffiat makir 1Vcertification may subject the certifier to criminal prosecution, Signed State of California County of I p 5 Rn9_ l� 5 Subscribed and swom to (or affirmed) before me on this __4& day of 00 c 20?�, , by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before m . Notary P c Signature SZOZ 'Oi 130 sandn uwo} Ap _ Ltrl�Lfi k uoisslwwo� Alm) sa+aaw Sol y PIWOJI'e) . 7Qgr,d AAgWN ` Notary Public Seal City of Santa Ana RFP 21-131 Page A3-1 &nbsp; City Council &nbsp;28 &ndash;&nbsp;83 5/17/2022 &nbsp; Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: I . No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee ofany federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the snaking of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal 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, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Donna Desmond Asso Signed and Printed Name: Title President Date 12/8/2021 Desmond City of Santa Ana RFP 21-131 &nbsp; Page A3-2 City Council &nbsp;28 &ndash;&nbsp;84 5/17/2022 &nbsp; Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: I. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant 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 Consultant 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 Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant 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 Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant 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 Consultant 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 Consultant'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 Consultant 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. 7. The Consultant 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 City of Santa Ana RFP 21-131 Page AM &nbsp; City Council &nbsp;28 &ndash;&nbsp;85 5/17/2022 &nbsp; 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 Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant 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 consultant of public works violating this Section is subjec all the penalties imposed for a violation of the Chapter. Signed: Title: President Firm: Donna Desmond Associates Date: 12/8/2021 City of Santa Ana RFP 21-131 &nbsp; Page A34 City Council &nbsp;28 &ndash;&nbsp;86 5/17/2022 &nbsp; 11 C H U W G z � to OCO 7 C H O O O Do UJ H Gp m Z O 6 0 - a < Z O G Q J O [ U W 7 N cG O IL U a y C O Z 2 a O EL a D O E H LU Z U w 0 N W 0 2 c F U' 4 y ill Y Z a0 D m C o O XLL Z W �x p y w ° U C Cr 0 r� U W N � N (9 U O (!l Q � C O r Vl M Q Q r z l9 N m C LL O p o. O Y z N � G a, z° U d 0 29 0 V 0 1n N o 0 7 7 y � Vl N_ N C C C E E E a`f a`f m v N d) :��ss: A I a of w1 1 w ir= C C C m m m G G G .G ,G LL 11CL, I. LL o cr T O O O cc 0 000000 000000 0) A� EU W N 01 63w E9 wW � 5�p a Z U V OL =U a a °z z z G G o o O o O a U C B9 y 00 00 00 00 00 6 v 66 66 66 06 0 0 o U C 000000000000000 p�v O 00 0 0 0 00 O 000 p 0 0 9 d 0 0 0 0 0 0 0 0 0 000 000 O a� a= y cD �W(D�W(DtiW(OtiW 101103 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O 66;6M6 O N N N N N N N N N N N N N N N W 0 01� W(D W(D f, CO 0 CO w 1"W gooa00000aooq[ao Ali O 00 O O O OQ O 600 0 0 0 w aaoc�00000000aoo O O O O d 0 6 0 0 0 0 0 0 0 0 O O d 0 0 0 d 0 0 0 0 0 0 0 0 X O O O O O O O O O 0 O O O O O g} fA (o y► u) to W (H (A W Ffi to 69 (A FA �n p W x rn60 000000000 coo 000 c Y 090000000000000 _ m O 000606 u► u9 (o (w to rA 060 40 M F9 0 0 0 FH IA W 0 0 0 (R (fl (o a O c d O 0 0 0 0 0 0 0 0 0 0 0 0 0 = L 000 pop -pop 0 0 0 0 0 0 . 0 0 0 Q O O 0 0 O 0 0 0 O A O m W 0, (A to Fo Yi W 4414 69 FA V} (19 0. (o c 0 L O IO 45 �� 0� rn= C _ UU w re C C_ l6 C O O C C w i `o Vww � a rJ a� o c u C', T N C z C z a m a� F- &nbsp; City Council &nbsp;28 &ndash;&nbsp;87 5/ 17/2022 &nbsp; eo O M 0 a O U O N v W4 Q V 46 W 4- 41 O dJ u tID i0 u a a, 0 Ln 3 a u a v 2 a a - v-an m .0 .0 .Q c � � m m co f0 U U U U U a CL OL a a a L O O ca O m m m m N 4. 41 �+ O O O O = C C C C C a �G O L Ln Lfl Ln Ln C N N N N 0 0 0 0 O Q m O LO N GO m v Lr) Ln O> N N N N N m a 4 = m Ln N N N N N a 4-1 O O O m ` N 0 ?-� m m m M m e kN 7 N N N N N O ri '1 rk cI ei 2 6 N M V to lD O E O O O O O O` \ N \ N j w w fV a sn sn � tn v> qO X C CO 0 in +n U} to to O 0 0 0 0 0„ _= O 0 0 00 00 Ln O �6 N 00 m N -1 -T Ln Ln +� �t N N N N Ln [n to in ifi LA C V) aj O a ++ — = U _ n O m 0 a U CL O C E f6 ` O ^ a a w E C Q Q Z O a o &nbsp; City Council &nbsp;28 &ndash;&nbsp;88 5/ 17/2022 &nbsp; N 0) O U C Q � 1 a H m �C 3 y L O O " N -LP L pJj 4 � C J O d U U Q) CO 75 E E o a) 3mw L UW Id 17) Q I' J ttl U E a Zs° y mom E c " rn w 0 m Q C 9 LL C) Cf m C� c0 CL-• 6f 3 �' mYC QI Q � •� � 2 Qo N CL 'D O N LLB «v0 oO roy• J �Ew N 0 A 61 LL O W N O E C d (D 41 = O R T a 2 15 O J c a 5 SCO C V � O U �s O ME J LL g C CY t T aU L) C 0 CL U QY — Ea: rna� e C y— C O is.Q+M0 o",a O C ♦ 41 U T Y [6 U Y EE = N o a�3a�aE c Ton w d o CL -0 d O CL N E T *(A0� O C IW-Y EHm aLL z N c7 v J Q CO) 0 IL 2 a N 0 ci CV O r x X W F U z Q U z 0 p U W IL U) z z_ x W LU z 0 z W z o_ H U 7 zZ O W J 0 r�+ O z t5 m C O U 0 z N �s CL 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o 0 0 a 0 a O o 66666600000 rfa ER 6q Ha efa 6% 69 0 y v 0 R O O O O 0 0 0 0 0 0 O O H 0 0 0 O p 0 0 kv �+ Q W g W ., 0 000000 00000000 U 010101010 0 W W 2 0E LL 0w W0 N Z) 0 W [IS 0 �Nci4 lid .� +1 N y cp v fe (D L L C C G C C O O O O D M N U U .0 U U _n U �a aHjC��cn�cn Vl E m J a U O C O 61 � Q N O a C1 'DO R a a) 3 c y C y � m a� p o 4. j L O N C � C � g E CL CL m mp ' 0 w v C U U U U& 7 U C U N N CI c t Q1 TC � U t C G O U C) m�:3 Z C o UO cc G CL 0 E LG Uto 0L c�a'ECL CL .� O 0 0 c u U L r C? L � 0 IUD - @ N U N �a C -B.G u� E 7 N M mE��oU jEm U N CS _d Y p i a E ° a o T_ Da'o (Um a ymo,Ea�o sd N CL y Q. E o oa o � U 61= U 47 s M a E ° s�. o � r� O NE�'�Y aN U .IV t C N U N $ U 0 Om R N a00 L 61 p O Vi W to dEa�Es� 6 H—N�'iY�[]co 0 z &nbsp; City Council &nbsp;28 &ndash;&nbsp;89 5/ 17/2022 &nbsp; Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal EXHIBIT 'i 0-H2 COST PROPOSAL Page 3 of 3 Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 7. Generally Accepted Accounting Principles (GAAP) B. Terms and conditions of the contract 9. Title 23 United States Code Section 112 -Letting of Contracts 10. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 11. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 12. 46 Code of Federal Re uiations Part 9904 - Cost Accountinq Standards Board (when applicable) WI costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Prime Consultant or Subconsultant Certifying: Donna Desmond, President Narne: Signature: Title* - Date of Certification (mmldd/yyyy). 12108/2021 Email ddesmond@donnadesmond.com Phone Number: 310-470-11 Address 265 S. Beverly Glen Blvd., Los Angeles, CA 90024 * An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has auth ority to represent the financial information utilized to establish the cost proposal for the contract_ List services the consultant is providing under the proposed contract: Goodwill Loss Appraisal Services Page 7of9 &nbsp; January 2020 City Council &nbsp;28 &ndash;&nbsp;90 5/17/2022 &nbsp; Local .Assistance Procedures Manual Exhibit 10-K Consultant Annual Certification of Indirect Costs and Financial Management System ExMBIT 10-K CONSULTANTANNUAL CERTIFICATION OF INDIRECT COSTS AND FINANCIAL MANAGEMENT SYSTEM (Note: If a Safe Harbor Indirect Cost Rate is approved, thisform is not required.) Consultant's Full Legal Name: canna Desmond Associates Important: Consultant means the individual or consultant providing engineering and design related services as a party of a contract with a recipient or sub -recipient of Federal assistance. Therefore, the Indirect Cost Rate(s) shall not be combined with its parent company or subsidiaries. JudiriMl Cost Rate: Combined Rate 65.00 % OR Home Office Rate % and Field Office Rate (if applicable) % Facilities Capital Cost of Money % (if applicable) Fiscal period * 12/31 /2021 * Fiscal period is annual one year applicable accounting period that the Indirect Cost Rate was developed (not the contract period). The Indirect Cost Rate is based on the consultant's one-year applicable accounting period for which financial statements are regularly prepared by the consultant. I have reviewed the proposal to establish an Indirect Cost Rate(s) for the fiscal period as specified above and have determined to the best of my knowledge and belief that: • All costs included in the cost proposal to establish the indirect cost rate(s) are allowable in accordance with the cost principles of the Federal Acquisition Regulation (FAR) 48, Code of Federal Regulations (CFR), Chapter 1, Part 31 (48 CFR Part 31); • The cost proposal does not include any costs which are expressly unallowable under the cost principles of 48 CFR Part 31; • The accounting treatment and billing of prevailing wage delta costs are consistent with our prevailing wage policy as either direct labor, indirect costs, or other direct costs on all federally - funded A&E Consultant Contracts. • All known material transactions or events that have occurred subsequent to year-end affecting the consultant's ownership, organization, and indirect cost rates have been disclosed as of the date of this certification. I am providing the required and applicable documents as instructed on Exhibit 10-A. Financial Management System: Our labor charging, job costing, and accounting systems meet the standards for financial reporting, accounting records, and internal control adequate to demonstrate that costs claimed have been incurred, appropriately accounted for, are allocable to the contract, and comply with the federal requirements as set forth in Title 23 United States Code (U.S.C.I Section I I2(b)(2); 48 CFR Part 31.201-2(d);_23 CFR Chapter 1. Part 172.1 I(a)(2); and all applicable state and federal rules and regulations. Our financial management system has the following attributes: • Account numbers identifying allowable direct, indirect, and unallowable cost accounts; • Ability to accumulate and segregate al lowable direct, indirect, and unallowable costs into separate cost Page I of 2 March 2018 &nbsp; City Council &nbsp;28 &ndash;&nbsp;91 5/17/2022 &nbsp; Local Assistance Procedures Manual Exhibit 10-K Consultant Annual Certification of Indirect Costs and Financial Management System accounts; • Ability to accumulate and segregate allowable direct costs by project, contract and type of cost; • Internal controls to maintain integrity of financial management system; • Ability to account and record costs consistently and to ensure costs billed are in compliance with FAR; • Ability to ensure and demonstrate costs billed reconcile to general ledgers and job costing system; and • Ability to ensure costs are in compliance with contract terms and federal and state requirement I also understand that failure to comply with 48 CFR Part 16.301-3 or knowingly charge unallowable costs to Federal -Aid Highway Program (FAHP) contracts may result in possible penalties and sanctions as provided by the following: • Sanctions and Penalties - 23 CFR Part 172.11(c)(4) • False Claims Act -Title 31 U.S.C. Sections3729-3733 • Statements or entries generally -Title 18 U.S.C. Section 1001 • Major Fraud Act - Title 18 U.S.C. Section 1031 All A&E Contract Information: • Total participation amount $ 0.00 on all State and FAHP contracts for Architectural & Engineering services that the consultant received in the last three fiscal periods. • The number of states in which the consultant does business is 1 • Years of consultant's experience with 48 CFR Part 31 is • Audit history of the consultant's current and prior years (if applicable) ❑ Cognizant ICR Audit ❑ Local Gov't ICR Audit ❑ Caltrans ICR Audit ❑ CPA ICR Audit ❑ Federal Gov't ICR Audit 1, the undersigned, certify all of the above to the best of my knowledge and belief and that I have reviewed the Indirect Cost Rate Schedule to determine that any costs which are expressly unallowable under the Federal cost principles have been removed and comply with Title 23 U.S.C. Section 112(bl(21, 48 CFR Part 3l, 23 CFR Part 172, and all applicable state and federal rules and regulations. I also certify that I understand that all documentation of compliance must be retained by the consultant. I hereby acknowledge that costs that are noncompliant with the federal and state re rements are not eligible for reimbursement and must be returned to Caltnarls. Name**: Donna,sTond Title**: President Signature: _dtzl Date of Certification (mm/dd/yyyy): 12/08/2021 Email**: cldesrnond@donnadesmond.com Phone Number**: 310-475-1114 **An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President. a Chief Financial Officer. or equivalent, who has authority to represent the financial information used to establish the indirect cost rate. Note: Both prime and subconsultants as parties of a contract must complete their own Exhibit I04forms. Caltrans will not process local agency's invoices until a complete Exhibit 10-K.form is accepted and approved by Caltrans Audits and Investigations. Distribution: 1) Original - Local Agency Project File 2) Copy - Consultant 3) Copy- Call = Audits and Investigations Page 2 of 2 March 2018 &nbsp; City Council &nbsp;28 &ndash;&nbsp;92 5/17/2022 &nbsp; Local Assistance Procedures Manual Exhibit 10-01 Consultant Proposal DBE Commitment EXHIBIT 10-01 CONSULTANT PROPOSAL DBE COMMITMENT 1. Local Agency: City of Santa Ana 3, Project Description: On Call Bight of Way Services 4. Project Location: City of Santa Ana, California 5. Consultant's Name: Donna Desmond Associates 2. Contract DBE Goal: uwmemi.- 8% 6. Pdme Certified DBE: ❑ 7. Description of Work, Service, or Materials Supplied 8. DBE Certification Number 9, DBE Contact Information 70B Goodwill Loss Appraisal Services 039212 Donna Desmond, ASA President of Donna 100,00 Desmond Associates (310) 475.1114 Local Agency to Complete this Section 17. Local Agency Contract Number: 18. Federal -Aid Project Number: 11. TOTAL CLAIMED DBE PARTICIPATION 100 % 19. Proposed Contract Execution Date: 20. Consultant's Ranking after Evaluation: IMP0RTANT: ntify all DBE fi eing claimed for credit, Local Agency certifies that all DBE certifications are valid and information on this farm is complete and accurate. regardless ier Written co ation of each tided DBE is required. 12/08/2021 12,trdorees Signature 13. Date 310-475-1114 (310)475-1114 14. Preparers Name 15. Phone President 16. Preparers Title DISTRIBUTION: Original— Included with consultant's proposal to local agency. ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For Information call (916) 6546410 or TDD (916) 654- 3690 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento. CA 95814. LPP 18-01 Page 1 of 2 &nbsp; January 2019 City Council &nbsp;28 &ndash;&nbsp;93 5/17/2022 &nbsp; Local Assistance Procedures Manual Exhibit 10-02 Consultant Contract DBE Commitment EXHIBIT 10-02 CONSULTANT CONTRACT DBE COMMITMENT t. Local Agency: City of Santa Ana 2. Contract DBE Goal: Unknown 3. Project Description: On Call Right of Way Services 4. Project Location: City of Santa Ana, California 5. Consultant's Name: Donna Desmond Associates 6. Prime certified DBE: ❑ 7. Total Contract Award Amount: unknown 8. Total Dollar Amount for ALL Subconsultants: 9, Total Number of ALL Subconsuftants: 10. Description of Work. Service, or Materials Supplied 11. DBE Certification Number 12. DBE Contact information 13. DBE Dollar Amount 1WOO 039212 Donna Desmond, Donna Desmond Associates (310) 475-1114, $148,00 Local Agency to Complete this Section 14. TOTAL CLAIMED DBE PARTICIPATION $ 148,00 20. Local Agency Contract N� imh— 21. Federal -Aid Project Number 22. Contract Execution nAtp. % 100 IMPORTANT7 Identify all DBE firms being claimed for cred t, Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate. regardless of tier. Written confirmalion of each listed DBE is require4,,,r`�,Si�gntwe 08/2021 23. Local Agency Representative's Signature 24. Dale 15. 16. Date 310-475-1114 (310) 475-1114 25. Local Agency Representative's Name 26. Phone 17. Preparees Name 18. Phone President 27, Local Agency Representative's Title 19, Preparer's Title DISTRIBUTION: 1. Original — Local Agency 2. Copy — Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract execution may result in de -obligation of federal funds on contract. ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6419 orTDD (916) 654- 3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. Page 1 of 2 July 23, 2015 &nbsp; City Council &nbsp;28 &ndash;&nbsp;94 5/ 17/2022 &nbsp; EXHIBIT C City Council 28 — 95 5/17/2022 DONNA DESMOND ASSOCIATE'S RESPONSE TO THE CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS No. 21-131 FOR ON -CALL RIGHT OF WAY SPECIALTY SERVICES: GOODWILL, FF&E & PROPERTY MANAGEMENT RESPONSE FOR: SPECIALTY AREA II — BUSINESS GOODWILL APPRAISAL SERVICES FEE PROPOSAL Date of Submittal: December 13, 2021 Tlv� Donna Desmond A 5 5 Q C I A T E 5 City Council 28 — 96 5/17/2022 DONNA DESMOND ASSOCIATES FEE PROPOSAL FOR RFP NO. 21-131 FOR ON -CALL RIGHT OF WAY SPECIALTY SERVICES: BUSINESS GOODWILL LOSS APPRAISAL SERVICES Donna Desmond Associates bills for appraisal services based upon hourly rates. The 2022 hourly rates are as follows: Donna Desmond Hourly Rate: Appraisal Preparation $425.00 Litigation Support $425.00 Deposition and Court Testimony $525.00 These rates increase 2.5% on January 1 of each year. Typical fees charged by appraisal type are as follows: Non Complex Small Business: $ 4,500 to $ 5,500 Complex Small Business: $ 5,500 to $ 6,500 Non Complex Mid -Sized Business: $ 6.500 to $ 8,500 Complex Mid -Sized Business $ 7,500 to $ 9,500 Large Business/Complex $10,000 to $15,000 These fees assume the business owner is cooperative in providing access to the business facility and all necessary financial and other documentation. City Council 28 — 97 5/17/2022 AGREEMENT TO PROVIDE ON -CALL RIGHT OF WAY SERVICES: PROPERTY MANAGEMENT SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 17th day of May, 2022 by and between Paragon Partners Consultants, Inc., ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On December 6, 2021, the City issued Request for Proposal (RFP) No. 21-131, by which it sought a qualified consultant having special skill and knowledge in the field of property. management services on an as needed basis. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that Consultant is able and willing to provide the services described in the scope of work that was included in RFP 21-131. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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 On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 21-131, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of the highest ranking firms to provide property management services on an on -call basis under RFP 21-131. The total compensation for these services provided by all such consultants selected under RFP 21-131 shall not exceed the shared aggregate amount of One Hundred Forty -Eight Thousand Dollars and Zero Cents ($148,000) during the term of the Agreement, including any extension periods. 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. City Council 28 — 98 5/17/2022 3. TERM This Agreement shall commence on the date first written above and terminate on May 16, 2025, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for up to two (2) one-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. City Council 28 — 99 5/17/2022 7. 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. Minimum Scope and Limit of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non - owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions): insurance appropriate to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. 5. Broader Coverage: if the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). City Council 28 — 100 5/17/2022 2. Primary Coverage: For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation that any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies (applicable only to professional liability): The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. City Council 28 — 101 5/17/2022 8. Verification of Coverage: Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. 10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, 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 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. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees City Council 28 — 102 5/17/2022 against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. 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 City Council 28 — 103 5/17/2022 an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. 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. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERNIINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. 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. City Council 28 — 104 5/17/2022 18. 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. 19. 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. 20. NIISCELLANEOUS 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. 21. 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 Pax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City Council 28 — 105 5/17/2022 City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 To Consultant: Neilia LaValle, President Paragon Partners 5660 Katella Avenue, Suite 100 Cypress, CA 90630 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 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 �� By: T1 B'rmi-ion Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager PARAGON PARTNERS CONSULTANTS, INC.: 4avla-104-- Neilia LaValle President City Council 28 — 106 5/17/2022 EXHIBIT A City Council 28 — 107 5/17/2022 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL RIGHT-OF-WAY SERVICES: GOODWILL, FF&E, & PROPERTY MANAGEMENT RFP NO.21-131 INTRODUCTION/PROJECT BACKGROUND The City of Santa Ana is issuing this Request for Proposals (RFP) to seek qualified firms to provide On -Call Right -of -Way Services: Goodwill, FF&E, & Property Management on an as - needed or "on -call" basis. It is the City's goal to select one or more firms to enter into an agreement(s) with to provide as needed property management services for capital improvement projects (CIP). The capital improvement projects needing the right-of-way services include, but are not limited, to Warner Avenue, Bristol Street, Fairview Street, and Grand Avenue Street Improvements. The services being considered for contract are the following "Specialty Areas": Specialty Areas Maximum Contract Aggregate Amount I. Property Management Services $148,000 $148,000 H. Business Goodwill Appraisal Services III. Furniture, Fixtures and Equipment Appraisal $148,000 Services Consultants are encouraged to prepare proposals for the multiple specialty areas listed above, however; it is not required to propose on more than one Specialty Area. Each Specialty Area shall be submitted individually in response to the RFP. From the proposals received, it is the City's goal to select one to two firms for each of the specialty services (I, II, and III). The City will enter into separate agreements (the "Agreement") with each of these firms. Work will be assigned by Contract Task Orders. As tasks are identified, they will be distributed among these firms based upon their ability to perform the required work within the project schedule and budget constraints. A detailed scope of work and corresponding fee will be outlined when a specific task is assigned to a consultant. The City reserves the right to distribute the work in any manner which will best serve the City's interests. Interested firms who provide more than one right of way service are welcome to submit proposals for all Specialty Areas. However, the firm providing the Specialty Service for the selected parcels will not be selected for a different Specialty Service for the same parcels. City of Santa Ana REP 21-131 City Council PageA128 — 108 5/17/2022 MINIMUM QUALIFICATIONS Consultants must demonstrate the minimum qualifications as established in the California Department of Transportation (Caltrans) Right of Way Manual, which can be accessed at: http://www.dot.ca.gov/hg/row/rowman/manual/index.httn. Consultants must demonstrate ability to have successfully negotiated and closed escrow on acquisition of parcels and minimized the eminent domain process on similar projects. DESCRIPTION OF WORK Consultants under contract with the City of Santa Ana will provide support to City of Santa Ana staff or their designee on an as -needed basis. The Consultants shall be thoroughly familiar with the Statement of Work prior to submitting a response to this Request for Proposal (RFP). • The Consultant shall perform work to produce a high quality, professional and complete work product. ■ Consultant must have experience with State and federally funded projects. All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. * Work may include, but is not be limited to, the following: 0 onsite review of the project area o review of existing records o conducting research and performing analysis o information gathering o negotiations o developing strategies o prepare memos and letters o attend community meetings as needed • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has total responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of the Consultant. • The Consultant shall be responsible for coordination and supervision of all work ,performed by its sub -consultants. The Consultant shall review all work performed by its sub -consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. Sub -consultant markup is not allowed in this contract. • The Consultant shall have a Quality Control Plan in effect during the entire time work is being performed under the Agreement. The Quality Control Plan shall establish a process whereby work products are independently checked, corrected and back checked. All project related correspondences and documents shall be maintained and bound in Qty of Santa Ana RFP 91-1 11 City Council Page Ala - 109 5/17/2022 appropriate project files. Additionally, all electronic files shall conform to the City's file naming system. • The Consultant shall diligently work on each assignment and complete each task in accordance with the schedule and accommodate the City's needs. • The Consultant's work will be subject to inspection and audit by City, County, State and Federal representatives • Consultant's Project Manager and critical staff must attend the monthly meetings with City Staff and other consultants requested by the City to review project progress, the schedule and any critical issues/items and the follow up action items necessary. All status reports must be submitted ahead of the meetings. • Consultant must prepare a Weekly Status report and submit to the City. Format and specific items of each status report must be reviewed and approved by the City. • Consultant must maintain electronic files of all the project parcels and correspondence including all reports generated by other related consultants required to perform acquisition/relocation and property management services. • All electronic submittals of files must be through a shared folder. Consultant must upload and keep current the project parcel information and files in the shared folder established for the project. • Consultant must prepare electronic files of the parcels according to the Caltrans Review Process for right-of-way Certification. • Project files including copies of all correspondences, reports, documents, and electronic files shall be submitted to the City when requested and electronically updated as requested by the City. • All work, including reports, analysis, data, and intellectual properties developed during the life of the Agreement shall become the properties of the City. • The Consultant will receive written notification of the award of the contract. Upon such notification, the Consultant will proceed with the services required by the Agreement. City of Santa Ana RFP 21-131 City Council PageA1-28 — 110 5/17/2022 SPECIALITY AREA: I PROPERTY MANAGEMENT SERVICES Consultant will coordinate all of the property management tasks with City staff and the demolition contractor as deemed necessary. Consultant shall provide post acquisition property management services during the transition from occupancy to demolition. This includes the coordination of utility connections and disconnections, preparing and facilitating short-term rental agreements, rent collections, providing eviction services, property maintenance and security, preparing and issuing notices to vacate in accordance with state law, coordination of final asbestos and lead surveys, and monitoring the demolition of structures and removal of underground storage tanks or other environmental concerns. The property management consultant is required to inspect all City owned properties and to confirm tenancy of occupants. Property Management duties shall include but not limited to: • Review existing leases, licenses, franchises, easements, permits and other agreements for City properties. • Negotiate and draft new agreements or make revisions to existing agreements for approval by the City. • Collect rent and calculate tenant rental adjustments, increases and operating expenses for approval by City. Calculate the market rent for hold over tenants for owners that will not vacate the property within 3 days after closure of escrow and provide rental agreements to be executed for both parties and include in the escrow documents. • Coordinate with escrow companies for transfer of leases, security deposits and rents prior to close of escrow. • Schedule, coordinate, and perform property maintenance tasks with qualified vendors. • Perform periodic site inspection visits for subject properties as required by the City to ensure site security from vandalism. • Meet and inspect the City properties post -acquisition to ensure conformance with appropriate regulations. • Prepare and submit weekly status reports for all properties being managed. Report shall include at a minimum, property address, owner's name, tenant's name and contract rent amount, notices, vacancy date and demolition. • Maintain and update tenant databases. • Coordinate with City's acquisition/relocation consultant for post -acquisition Property Management of City properties. • Act as Property Management Liaison between the tenants and City. • Coordinate with all utility companies for transfer and disconnection including but not limited to City Water Department, SCE, Gas Company, Waste Management and cable and telephone utilities. • Coordinate the removal of meters with utility companies in a timely manner to ensure scheduled demolition of structures. • Provide security services as needed. Security service may be required to deter the City of Santa Ana RFP 21-131 City Council Page A1218 — 111 5/17/2022 vandalism of vacant properties. Hours may vary depending on the need for day or night time security. • Provide comprehensive maintenance services including the yard and site maintenance. • Coordinate vacancy of the properties with acquisition/relocation consultant. • Coordinate fencing and boarding up of buildings after vacancy as necessary for security prior to demolition. • Arrange for board up if there was any break- in of the original board up. • Coordinate and provide access to properties, with demolition contractor. • Coordinate eviction of tenants if necessary with City staff. • Coordinate with escrow companies for transfer of tenant information upon closure of escrow. Trust Account Consultant shall establish a separate checking account in the name of City and Consultant with the City to be co-owner of the account and have full access at a bank approved by City and conform to the following policies: 1. At the creation of the account, Consultant shall document all tenancies that currently exist at City -owned properties and provide the following information for each: tenant name, monthly rent amount, security deposit amount, beginning date of tenancy, and ending date of tenancy. This report shall be updated monthly to reflect any new tenants. 2. Within three (3) days of receipt, Consultant shall deposit all proceeds received on behalf of City into account, including but not limited to rent, security deposits, and any amount that may become due by tenants. 3. Funds may only be withdrawn by Consultant to pay property management related expenditures, including without limitation repairs, utilities, and maintenance, in an amount up to $1,000. Expenditures in excess of $1,000 must be approved by City. 4. Non -emergency expenditures above $1,000 must be bid competitively to ensure property management funds are spent efficiently. The operating reserve amount in the account shall be $5,000 per parcel. Consultant is required to remit funds above the operating reserve amount after subtracting the projected expenses on a monthly basis. The funds shall be remitted by Consultant to City via ACH or wire within fifteen (15) days of the most recently completed month. On monthly basis, the Consultant should remit an itemized statement identifying revenues and expenditures collected and/or incurred during the period as noted in Section (7) below. 5. All expenditures, regardless of amount, must be supported by itemized invoice that tracks expenditures by tenant and corresponding City approval if applicable. 6. Changes to the rental information, such as addition of tenants, and/or rental termination, must be approved by the Public Works Agency. Within ten (10) days of such approval, Consultant shall confirm all changes in writing to City's Public Works and Finance and Management Agencies. 7. Consultant is required to maintain books and records in compliance with generally accepted accounting principles. On a monthly basis or upon City's request, Consultant City of Santa Ana RFP 21-131 City Council PageA1:t — 112 5/17/2022 shall provide a listing of the following: a, Rental income by tenant (identify property address) b. Expenditures by category (e,g., utilities, maintenance, property management fees, etc..) 8. Consultant shall make available all books and records related to the services provided to City Finance staff or an independent Certified Public Accounting firm acting on behalf of City. 9. City maintains the right, either by itself or through a CPA firm acting on its behalf, to conduct an examination of Consultant's books and records related to above -referenced service. The examination may be conducted on annual basis or upon City's discretion on reasonable notice, Weekly Status Reports Consultant shall provide to the City weekly status reports relating to the management and operation of the premises for the preceding calendar week. These documents shall include the following, but are not limited to: Proper records with respect to leasing, management, and operation of the premises (i.e. receipts, disbursements, etc.) + Contractor competitive bids • Tenant information, owner's information, beginning date of tenancy, ending tenancy and vacate date, rent amount, security deposit, past due rents, 90-day notice dates, fencing, board up, testing dates, utility shut offs and meter removal dates. • Status report must also include inspection dates and any action items needed during the inspection and follow up of the action items. City of Santa Ana RFP 21-131 City Council PageA1jF8 — 113 5/17/2022 SPECIALITY AREA: II BUSINESS GOODWILL APPRAISAL SERVICES Consultant shall perform professional and technical Loss of Goodwill Appraisal services on an as -needed basis to prepare reports for use during ROW negotiations for the project and settlement during condemnation proceedings. The Loss of Goodwill reports are to be prepared in accordance with all applicable regulations as determined by the City. These may include, but are not limited to local, state and federal regulations, policies, procedures, manuals, and standards including. Consultant has total responsibility for the accuracy and completeness of the Loss of Goodwill Appraisal Reports and other work performed pursuant to this Agreement and prepared for this Project and shall check all such material accordingly. Reports will be reviewed by the City for conformity with General Goodwill Appraisal standards and coordination with State procedures. Consultant shall, throughout the life of the Agreement retain within Consultant's firm a staff of qualified personnel to perform each of the work listed below. Consultants shall be responsive and maintain excellent working relationships with property owners, tenants, and City staff. Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. Consultants shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. Consultant services shall include providing: • Budgetary Estimates of Goodwill Loss Budgetary estimates are used by public agencies in planning, and preparing a project budget. Consultant's estimates of goodwill loss will be based upon a "drive by" site inspection of the subject businesses, limited market research, and any publicly available data. In addition, these estimates will take into consideration Consultant's experience in preparing goodwill loss appraisals of comparable businesses, as well as our knowledge of relevant statutes and case law, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a brief letter. Goodwill Loss Acquisition Appraisals During the early stages of property acquisition, Consultant can provide preliminary estimates of goodwill loss. Acquisition appraisals are based upon data, which may be provided by the business' ownership at its discretion. Such information may include: leases; background on the business provided via owner/management interviews; historical and prospective financial data; and information about proposed relocation sites. In Addition, Consultant shall perform basic transactional research in light of our understanding of the business' operations and financial condition. Consultant will also coordinate with real estate and fixtures and equipment appraisers to avoid duplication of compensation. Further, Consultant's analyses will be guided by relevant statutory and case law pertaining to compensation for loss of goodwill. City Council Page A1-28 — 114 5/17/2022 Consultant shall perform the following tasks; • Preparation of Preliminary Estimates • Preparation of Complete Loss of Goodwill Appraisals • Perform field work as necessary • Attend Pre -submission Review Conferences as required • Prepare Correspondence • Make presentations to city staff as needed • Perform special studies within the scope of Consultant's expertise. • Coordinate with other ROW consultants as necessary • Coordinate with City -hired Real Estate appraisers and FF&E appraisers as required. City of Santa Ana RFP 21-131 City Council PageA1A — 115 5/17/2022 SPECIALITY AREA: III FURNITURE, FIXTURES, MACHINARY AND EQUIPMENT (FFME) APPRAISAL SERVICES Consultant shall complete work under the direction of City staff. Consultant shall, throughout the life of the Agreement retain within Consultant's firm a staff of qualified personnel to perform each of the work listed below. Consultants shall be responsive and maintain excellent working relationships with property owners, tenants, and City staff. Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. Consultants shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. Consultant services will include providing: Bud�!etai'G Estimates of Fixtures and Equipment Values Budgetary estimates are used by public agencies in planning and preparing a project budget. Consultant's estimates of fixtures and equipment values will be based upon a "drive by" site inspection of the subject businesses, limited market research, and any publicly available data. In addition, the estimates take into consideration Consultant's experience in preparing fixtures and equipment appraisals of comparable businesses, as well as knowledge of relevant statutes and case laws, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a spreadsheet of estimates and a summary report. Fixtures and E,;uiL)ment Appraisals Consultant will provide a fully contained appraisal report, in triplicate and a digital file, of the improvements pertaining to the realty and major movable equipment of each business appraised. The report will include an estimate of the fair market value in place and liquidation value of all appropriate items and will be prepared in conformance with Article 3 of the California Code of Civil Procedure, Sections 1263.205 and 1263.210. (Compensation for losses in connection with movable personal property is included in the California Code of Regulations, Title 25, Sections 6090 and 6092.) Appraisal procedures will be guided by the USPAP. The improvements pertaining to the realty and major movable equipment for businesses that occupy multiple properties shall be clearly delineated by property address. In preparing each comprehensive appraisal, Consultant will: inspect the business' facility; prepare an inventory of the improvements pertaining to the realty and major movable equipment; coordinate appraisal activities with the real estate appraiser to avoid duplication of compensation; interview the business' owner/manager regarding the business' history, operations and tangible assets owned; and utilize generally accepted valuation methodology to determine the fair market value in place and liquidation value of the appropriate items owned by the business. Furniture, Fixtures and Equipment Appraisals tasks may include: • Inspect the business facility and perform field work as necessary • Prepare separate inventories for the Fixture and Immovable Equipment and Movable City of Santa Ana RFP 21-131 City Council Page A1:t — 116 5/17/2022 Personal Property. • Coordinate appraisal activities with the real estate appraiser and /or Goodwill appraiser to avoid duplication of compensation • Interview the business owner regarding the history, operation and tangible assets owned. • Prepare report utilizing accepted valuation methodology to estimate the replacement cost, fair market value in place and salvage value of the appropriate items owned by each business operation. Perform Special Studies as required by the City within the scope of Consultant's expertise, • Attend meetings and present the reports and findings if necessary. PAYMENT AND INVOICING: Selected Consultant shall invoice the City based on time and material according to the City's standard invoice template. Tasks and hours shall be clearly identified and all rates must match those included in the approved agreement. City shall retain ten percent (10%) of the invoice amount from each payment until the completed Project has been accepted by the City. Each invoice must include a Consultant Progress Report that contains tasks and activities completed and summary of work in the next month period. Certificate of insurance must be current in order for invoices to be processed. CITY RESPONSIBILITIES: The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein, • Facilitate meeting spaces and coordination with City staff • Access to City facilities CONSULTANT RESPONSIBILITIES: Provide all required insurance as outlined in Attachment 2 of this RFP. Submit renewal of Certificate of Insurance 30 days before expiring. Ensure Certificate of Insurance is current when submitting invoices, SPECIAL REQUIREMENTS JATTACHMIENT 4 This project may utilize California Department of Transportation (Caltrans) funds and shall therefore comply with all state and federal requirements, The below referenced forms included in .Attachment 4 (Additional Provisions) of the Appendix must be completed in their entirety and submitted with your proposal: • LAPM Exhibit 10-1-1: Sample Cost Proposal LAPM Exhibit 10-01: Consultant Proposal DBE Commitment LAPM Exhibit 10-02: Consultant Contract DBE Commitment (include within Fee Proposal hard copy package) City of Santa Ana RFP 21-131 City Council Page A1-1g — 117 5/17/2022 • LAPM Exhibit 10-K: Consultant Certification of Contract Costs and Financial management System (include within Fee Proposal hard copy package) for Speciality Area A only. Please reference Caltrans Local Assistance Procedure Manual, Consultant Selection, Chapter 10, for further instructions and guidelines pertaining to the completion of these forms: htti) s://ciot. ca.+,. ov/-/media/dot-media/l)rogi-ams/local-assistance/documents/lapm/ch l O.i)df COMPLIANCE_ WITH REQUIREMENTS OF FUNDING AGENCY: This agreement may be funded with state and/or federal grant funds administered by Caltrans. Proposer shall comply with all requirements as they pertain to the use of these funds. Refer to Attachment 4 for Caltrans required forms, including Exhibit 10-H — Sample Cost Proposal (H2 for On -Call Contracts) in the Appendix of this RFP. DISADVANTAGED BUSINESS ENTERPRISES BE GOAL: The Agency has established a DBE goal for this Contract. Proposers are encouraged to obtain DBE participation for this contract. Refer to Exhibit 10-I — Notice to Proposers DBE Information included in the Appendix of this RFP. Proposers must submit Exhibits 10-01 & 10-02 — Consultant Proposal & Contract DBE Commitment to demonstrate compliance with Agency's DBE goal. CONSULTANT AUDIT AND REVIEW PROCESS: (Speciality Area A - Acquisition/Relocation only) Prior to contract award and dependent on contract award amount, the selected Consultant(s) shall be subject to an audit or review by Caltrans' Audit and Investigations (A&I), other state audit organizations, or the federal government. The selected Consultant(s) shall complete Exhibit 10-K — Consultant Annual Certification of Indirect Costs and Financial Management System for all prime and sub -consultants in the Appendix of this RFP. To independently download any of the Caltrans Exhibits required per this RFP, visit: http s:Hdot.ca. Gov/l)rograms/local-assistance/forms/local-assistance-procedures-manual-forms �a City of Santa Ana RFP 21-131 City Council PageA1-2g — 118 5/17/2022 EXHIBIT B City Council 28 — 119 5/17/2022 REQUEST CITY PARAGON PARTNERS PROPOSAL PUBLIC WORKS AGENCY ON -CALL OF WAY SERVICES: Goodwill, FF&E, & Property Management Services RFP NO. 21-131 November 30, 2021 11 I. STATEMENT OF QUALIFICATIONS 1. COVER LETTER November 30, 2021 City of Santa Ana Kenny Nguyen Public Works Agency, M-36 20 Civic Center Plaza, Ross Annex Santa Ana, CA 92701 PARAGON PARTNERS RE: On -Call Right of Way Services (RFP 21-131): Goodwill, FF&E, & Property Management Dear Mr. Nguyen: Paragon Partners Consultants, LLC, (Paragon) is pleased to offer its right of way professionals to guide, assist, and fully support the City of Santa Ana for On -Call Right of Way Services focusing on Property Management Services. We have assembled a team of industry leaders to address every facet of right of way property management that the City will encounter. Paragon's partnership with the City of Santa Ana extends nearly 2 decades. Our knowledge of the City, its staff, and procedures has always, and will continue to, ensure all City projects are executed smoothly through to Caltrans compliance. RELEVANT AND LOCAL EXPERIENCE: Established in 1993, Paragon has served cities throughout Orange County and the broader Southern California region for over 28 years, including Santa Ana and its neighbors Irvine, Tustin, Lake Forest, and Huntington Beach and on multiple projects for the Orange County Transportation Authority (OCTA). HIGH -QUALITY PROJECT TEAM: We understand how to dedicate the right personnel to the right task and keep reserve resources to meet project or schedule changes as they arise. Our project manager and team include seasons veterans with comprehensive knowledge of what is needed for the City to succeed in its projects. Our team is available now to serve the City. FEES: We are sensitive to the budgetary constraints local agencies often face, which is the primary reason Paragon's scope of services are well reasoned, timely executed, and provide a great return on expended funds. We are confident that our proposal clearly identifies the ways in which Paragon can fulfill the right of way property management requirements for the City in a cost-effective and timely manner. I am available to answer any follow-up questions and can be reached by phone (714) 379-3376, ext. 101 or via email at neilia@paragon-- partners.com. Thank you for your time and consideration. Sincerely, I Neilia LaValle President City Council 5660 Katella Avenue, #100 1 C24�resj,Xblifornia 90630 5/17/2022 (714) 379-3376 1 www.paragon-partners.com 2, CONTRACT AGREEMENT STATEMENT Paragon requests no exceptions to the City's sample consultant services agreement. 3. FIRM & TEAM EXPERIENCE ABOUT THE FIRM Founded in 1993, Paragon Partners Consultants, LLC, (Paragon) provides comprehensive right of way, land rights and project management consulting services to private and public sector clients across a diverse range of business landscapes. Innovation and growth are the hallmarks of our customer -centric solutions. By leveraging the extensive experience, technical acumen, innovative, and timely skills of 130 right of way professionals and support personnel, we deliver unparalleled results in accomplishing concurrent projects of varying sizes and complexity. Paragon is one of the largest and most highly respected land rights consulting firms in the Western United States. Our name, defined as a "pattern of excellence," embodies the company's commitment to provide the highest quality of service to clients by meeting and exceeding client expectations for quality, cost control and schedule attainment. Paragon is headquartered in Cypress, California, only a few minutes drive from Santa Ana Public Works. We have six regional offices located in Ontario, Sacramento, Fresno, San Diego, Reno, and Houston. The work proposed for the City will be managed by Project Manager Phillip Bonina, who is a Certified Property Manager (CPM) and brings 34 years of right of way experience, including executing numerous project for Santa Ana and serving chairman of the City of Orange Planning Commission. Phillip will be the City's main point of contact. He can be reached at (714) 379-3376, ext. 109 or via email at pbonina@ paragon-partners.com. Paragon has experience performing right of way consulting services throughout California and is familiar with all city, state and federal laws, regulations and policies including: the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (49 CFR Part 24), as amended; Chapter 13 of the Caltrans Local Assistance Procedures Manual (LAPM); the Caltrans Right of Way Manual; and the California Relocation Assistance and Real Property Acquisition Guidelines (Title 25, California Code of Regulations). PARTNERING WITH THE CITY Paragon has worked with the City of Santa Ana on multiple successful projects for nearly 2 decades. We have also been awarded several on -call contracts, valued at up to $250,000. As a result, our firm has gained the invaluable experience of partnering with the City on numerous occasions. This extensive, historical partnership ensures our clear understanding of your acquisition and relocation standards, procedures, and expectations. Paragon team members are available to utilize their comprehensive right of way knowledge, skills, and abilities to provide guidance and assist the City's right of way property management requirements. Paragon will leverage our experience as Property Manager for the City of Santa Ana, adding "lessons learned" on previous City projects. Project Manager Phillip Bonina contributes more than 34 years of experience in both residential and commercial property management and right of way to this project, including numerous City Council CITY OF SANTAANA 120GPMY MANAGEMENT SPEC5A'L ICES 11 property management task orders for the City of Santa Ana. As a Certified Property Manager (CPM), Certified Commercial Investments Manager (CCIM), and a licensed California Real Estate Broker, he and his team are able to proactively anticipate and adjust strategies, as warranted, to mitigate any issues during the implementation and execution of our services. Our property management commitment is to always serve the best interest of our client and project by implementing; strong budgetary management, productive landlord and tenant management, close vendor oversight, financial responsibility, adherence to schedules and overall project safety. In addition Paragon's team is committed to working closely with the City to determine and efficiently execute each step of the property management process. Our proposed staffing is shown in the organization chart below. In addition, we have provided the resumes for key personnel on the following pages. TEAM ORGANIZATIONAL CHART & AVAILABILITY Senior Project Manager - 50% BRITTANY DITTO Property Manager - 60% COLIN VALLES Project Coordinator - 40% 11P PAR Council CITY OF SANTAANA?RR-aAQ-48rY MANAGEMENT SPE6MMONVICES 12 UNDERSTANDING OF NEI The City seeks a qualified firm to provide on -call property management services on an as -needed basis, for various capital improvement projects. We understand that the City needs a firm to successfully coordinate and execute all property management tasks with the City and contractors, to meet schedules and achieve all project milestones and the City goals. It is our further understanding that Paragon's on -call property management services are needed during the transition from occupancy of the property/building to the demolition of structures. Work will be issued on a task order basis. Paragon will provide interim property management for properties acquired and to be used for the overall street improvement construction project. All activity will be carried out in a professional, cost effective, and timely manner consistent with applicable state and federal regulations, including Caltrans procedures. Services include but are not limited to: • Inspect all City -owned properties and confirm tenancy of occupants • Coordinate utility connections and disconnections • Prepare and facilitate short-term rental agreements • Perform rent collections • Provide late notices and eviction services • Coordinate property maintenance and security • Prepare and issue notices to vacate in accordance with state law • Coordinate of final asbestos and lead surveys • Monitor demolition of structures and removal of underground storage tanks or other environmental concerns Further, we understand that this area of Santa Ana has a large Hispanic population. Paragon has bilingual property managers who will ensure property owners and tenants understand the process and questions will be addressed in a timely manner. KEY COORDINATIOi Paragon's fully qualified, licensed & registered, and Caltrans-compliant property management team provides expertise on state and federally funded projects. Paragon is very familiar with the City of Santa Ana's approach to project execution. Our experience has allowed us to identify several key issues that would benefit the City's projects from a property management operational perspective. We recommend identifying property management matters during the acquisition and relocation efforts, and to begin developing mitigation strategies. Continued coordination with the acquisition and relocation consultant will allow for a more efficient, time - advantaged, and, overall, smoother transfer of City properties from the acquisition and relocation phase to the property management phase. Having participated in both the acquisition and relocation efforts with the City in both capacities, Paragon is focused on increasing the level of communication, understanding, and teamwork as the property management consultant. We believe there are worthwhile gains to be made in the process, specifically, in preparing for and administering site security and safety, as well as a strong management efforts in the various required elements of the property escrow and relocation communication. We see opportunities to reduce additional costs of security, maintenance and repairs, and overall time and attention devoted to keeping the site nuisance free, by planning ahead for specific problems that we have encountered in the past. LESSONS LEARNED = INCREASED UNDERSTANDING Paragon has gathered a great deal of valuable experience in providing property management to the City of Santa Ana over the years on previous projects, resulting in providing the City a far better level of performance and value. We take seriously every aspect of property management work, but place special emphasis on safety and security. Protecting the property, as well as any owners/tenants involved, is our priority. Paragon is 0 KR'icity Council Or- Aiv f11 fyrvf 9 3F1E916+71V21/'(1 i q committed to properly and professionally maintaining the security of the properties, the safety of the residents directly impacted and, most importantly, the safety of the surrounding community. Planning for how, when, how long and to what extent property protection is needed is the key to securing the project. It is essential to prepare a threat estimate and to ensure that an appropriate response to any threat is already conceptualized, practical and available to implement at short notice —before the threat occurs. Establishing effective security for vacant properties benefits the City and all parties involved by reducing site visits and time related to vacant properties requiring re -securing. It has a domino effect that decreases the administrative burden, and decreases the need for site inspections by: • Limiting break-ins and vandalism • Eliminating neighbor complaints • Decreasing costs significantly in property maintenance and security • Decreasing time reporting nuisances and property issues • Eliminating additional on -site meetings with vendors to grant access for fenced properties followed by a return to assure property is secured once task orders have been completed. • Lower frequency of required emergency attention during after hours and/or non -business days SUCCESSFUL TRANSITION Our property managers remain in continuous communication with acquisition, relocation, and title, and escrow personnel to ensure a successful transition of responsibilities. We maintain status reports/updates on all involved parties, including displacees still in occupancy when the title transfers, to ensure that all work is completed as planned. PROPERTY MANAGEMENT SERVICES APPROACH Under the direction of the City, Paragon will provide services pertaining to Property Management, including the following: • An initial A/R Property Management assessment focused on a more comprehensive and timely property management period. • Letters introducing new ownership and management information • Interim property occupant agreements • Establish and administer a City owned Trust Account to manage project finances • Collection of rents • Turning off or transferring utilities Paragon will also coordinate the following services with the City: • Maintaining status reports, which: ► Track milestone activities such as tax cancellation letters, change of ownership letters, rent billed, rent collected, delinquent rents, set up of utilities, lease termination, notices to vacate, vacancy inspections, re -keying and board up of properties. • Document property inspections, maintenance and repairs required and date of completion and costs. • Track vacancies and leasing activities. • Highlight critical issues. • Provide physical property details for insurance purposes. PRO Council CITY OF SANTAANA VERDPIE26Y MANAGEMENT SPE(yML7� /ICES 14 PROPERTY MANAGEMENT ACTIVITIES: • Creating property management files • Cancellation of property taxes • Sending Change of Ownership Notices • Transferring utilities and verifying the shut off and removal of all utilities • Preparation of leases for current tenants and leasing of vacant units and ordering necessary board -ups • Invoicing for rent, collecting and processing rent payments and submittal to landlord • Sending notices of overdue rent, 3-Day Notices to Pay or Quit • Processing accounts payable for utilities, vendors for submission to landlord • Conducting habitability inspections to determine code compliance • Coordinating required maintenance and repairs • Tenant relations — community outreach • Monthly property management rounds • Collecting keys upon vacancy of property • Conducting post move -out inspections • Re -keying and securing property • File close-out PROJECT MANAGEMENT Paragon's approach is to form a working partnership with the City to implement the most cost-effective and time efficient project as possible. For the duration of the project, we are equally invested in the City's goals and objectives, while working collaboratively with your staff. An overall outline and our specific approach to the project and related assignments is provided below. • Meet with the City to discuss specific real estate and business requirements, project scheduling, budgeting, reporting parameters, as well as to discuss overall known and potentially unknown project impacts. This is to ensure services are coordinated with City staff and that all of the City's concerns are immediately addressed and resolved in a timely manner. • Schedule regular project update meetings to ensure that project deliverables stay on schedule and within budget. • Ensure that selected project subconsultants and vendors fulfill their respective project assignments on time and accurately. • Manage our quality control program to ensure compliance with all City and Caltrans' requirements. • Prepare and deliver written progress status reports for each segment of the project. • Participate in project and public meetings, as required. • Prepare and implement an effective and efficient Project Management Plan. • Conduct research and analyses to support the optimal strategic approach to each segment of the project. • Finalize the project work product, provide services and prepare and deliver all files to the City's staff and stakeholders, as appropriate. 11',PARTrm Council CITY OF SANTAANA JMQM�WY MANAGEMENT SPE647 /ICES 15 KICK-OFF MEETING Upon award, Paragon's highly qualified project management team will coordinate a kick-off meeting with City staff, the current acquisition and relocation teams, and other stakeholders to discuss the project background, budget, schedule, reporting, project management approach and any other issues. This meeting will immediately be followed up with a meeting with selected subconsultants to re -convey the project goals and any further feedback from the City. PROJECT MANAGEMENT MEETINGS Our project manager will regularly provide City staff with updates to review status of the work and implement any directed actions within the agreed -upon scope of work to maintain the project schedule. The frequency of meetings will be determined after the notice to proceed and prior to the initiation of project activities. SCHEDULE CONTROL Schedule control becomes increasingly important and challenging when multiple parcels, owners, stakeholders and funding timelines are at stake. Our project management team will often use Microsoft Project to identify and resolve potential project delays and scheduling conflicts while identifying windows of opportunity within the schedule. BUDGET CONTROL At project onset, our project management team will prepare a detailed manpower forecast with applicable hourly rates for Paragon's defined scope of work. With this information, an itemized budget for our services will be identified and can be tracked and compared to project progress reports. A reliable projection of the manpower needed, and associated costs to complete the right of way portion of a project, is necessary for sound fiscal management. METHODOLOGY Paragon has provided property management services for a myriad of clients throughout California; therefore, we have a thorough understanding of how to approach this scope of work. Our team has the skills and experience necessary to provide real estate right of way property management services. 5. RELEVANT PROJECT EXPERIENCE Paragon offers the City a proven track record of successfully providing property management services to public agencies in Orange County and Southern California. We have a longstanding relationship with the City and have provided comprehensive right of way services on several projects since 2000, including numerous property management projects and task orders. 11[�) PPAARRVM Council CITY OF SANTAANA M-eA2%rY MANAGEMENT SPE6W12922vICES 16 CITY OF SANTA ANA PROPERTY MANAGEMENT SERVICES Under several separate contracts since 2000, Paragon has provided the City of Santa Ana with as needed right of way and real estate services, including property management, for their public works, housing, and community development projects. Additionally, Paragon was awarded the previous contract under this procurement in 2017 after a competitive bid process. In the past, services have included property management, in-house staff support services, acquisition services, and relocation assistance services for various City projects. Most recently we provided property management services for the City of numerous projects under the current version of contract, including for the high -profile Bristol Street Widening Project. A list of our recent property management projects for the City include the following: • Property Management - 1301 W. Carlton Place - B • Property Management Services for 1302 W. Saint Anne Place • Property Management - 829 N. Bristol • Property Management - 1221 N. Bristol • Property Management - 827 N Bristol Street & 917 N Bristol Street - Phase 3A • Property Management Services for 1003, 1005, 1009 N Bristol Street & 1301 W 10th Street - Ph. 3A SERVICES PROVIDED • Property management during and post -acquisition • Prepare and facilitate short and long term rental agreements • Rent collections • Eviction services • Property maintenance • Coordinate utility connections and disconnections • Coordinate security, maintenance, environmental and demolition services • Acquisition/relocation assistance • Various Board -Ups for Bristol Projects • Property Management for 5 Properties on Bristol Street PH 3A • Bristol Street PH 3A between Civic Center Drive and Washington • 1027 N Bristol — PM Task • 1302 W 11th Street - PM CONTACT Kenny Nguyen Project Manager Phone: (714) 647-5655 knguyen@santa-ana.com DURATION 2000 to 2021 11� PAR / Council CITY OF SANTA ANA 1200PkBaY MANAGEMENT SPEC5At7Y/ICES 17 L.A. COUNTY DEPARTMENT OF PUBLIC WORKS COUNTY -OWNED LEASING AND PROPERTY MANAGEMENT Paragon has been providing the County with as -needed real estate services for more than 20 years. Services include land title, right of way engineering, mapping, appraisal, acquisition and relocation. Recent projects include extensive work involving property management and lease negotiations. Paragon worked with the County of Los Angeles Chief Executive Office to provide .Property Management/Lease Negotiation Services for more than 120 properties for the County's Department of Public Works. Paragon's team provided the following services. SERVICES PROVIDED • Coordinated with the leasing section chiefs • Determined and confirmed if the departments should remain in their current locations • Prepared broker's opinion of values • Proposed lease terms and rental rates • Prepared new amendments/agreements for execution between landlords and the County CONTACT Dayna Rothman Head, Real Estate (626) 962-9292 drothman@dpw.lacounty.gov DURATION 2019-2021 ALAMEDA CORRIDOR EAST CONSTRUCTION AUTHORITY (ACE) FAIRWAY DRIVE GRADE SEPARATION As part of ACE's Fairway Drive Grade Separation Project, a fee acquisition of an improved 279,726sf industrial park containing multiple warehouse buildings cumulatively totaling approximately 104,507sf gross leasable space was required. Included on the property were 22 commercial/industrial retail units from which various automobile repair, printing, framing, marketing and piano businesses operate and a 700 unit storage business. Paragon managed the 22 commercial retail units, which include tenants from various business disciplines, including but not limited to, automobile repair, printing, framing, marketing and piano repair. SERVICES PROVIDED • Advertising for lease The negotiation of leases • Collection of rents, overdue rents and security deposits • Regular property inspections including vacancy inspections • All routine management including electrical water and air conditioning services, landscaping, weed abatement and the collection of trash • Facility demolition and the construction of tenant improvements, as well as facility repairs • Environmental inspection and compliance CONTACT Mark Christoffels HDR/WKE - Principal Engineer (714) 460-2434 mchristoffels@wke-inc.com DURATION 2013 - 2018 1� PAR y� Council CITY OF SANTAANA 08RONGWY MANAGEMENT SPE6VALA12012RNCES 18 ALAMEDA CORRIDOR EAST CONSTRUCTION AUTHORITY (ACE) DURFEE ROAD GRADE SEPARATION Paragon provided interim and long term property management for the $78AM Durfee Road Grade Separation. The project separated the roadway and the railroad tracks on Durfee Avenue in the City of Pico Rivera. Interim management included management of property acquired and to be used for project construction. All property management activities were carried out in a professional, cost-effective, and timely manner consistent with Caltrans procedures and California Department of Real Estate requirements. The project is currently ongoing and on schedule. Services are being provided on budget. SERVICES PROVIDED • Property management during and post -acquisition • Prepare and facilitate short and long-term rental agreements • Rent collections • Eviction services • Property maintenance • Coordinate utility connections and disconnections • Coordinate security, maintenance, environmental and demolition services • Acquisition of right of way and property • Relocation assistance and status reports • Document and project control • Scheduling, cost tracking and reporting CONTACT Mark Christoffels HDR/WKE Principal Engineer (714) 460-2434 mchristoffels@wke-inc.com DURATION 2013 to 2021 ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) ON -CALL PROPERTY MANAGEMENT AND RIGHT OF WAY SERVICES Paragon provided on -call property management and right of way services to OCTA for more than 20 years in accordance with Caltrans, FHWA and FTA guidelines. Project assignments have included: In -lieu staffing Tustin/Rose Grade Separation Orangethorpe Grade Separation State College Boulevard Grade Separation Metrol-ink Right of Way Improvements SERVICES PROVIDED • Property management during and post - acquisition • Prepare and facilitate short and long term rental agreements • Rent collections • Eviction services • Property maintenance • Coordinate utility connections and disconnections • Coordinate security, maintenance, environmental and demolition services Oso Parkway Improvement 1-5 North Widening Projects Relocation Assistance assignments to support the disposal of excess properties • Acquisition of right of way and property • Relocation assistance and status reports • Document and project control • Scheduling, cost tracking and reporting CONTACT Simin Yazdan Senior Right of Way Agent (714) 560-5794 syazdan@octa.net DURATION 2000 to 2020 pqR d Council CITY OF SANTAANA26ROMWY MANAGEMENT SPE$/4Q 02122VICES 19 ALAMEDA CORRIDOR EAST CONSTRUCTION AUTHORITY (ACE) SAN GABRIEL TRENCH PROJECT At 2.2 miles long, 65 feet wide, and 30 feet deep, the San Gabriel Trench Project is ACE's largest project endeavor. It involved separating the Union Pacific Rail Road (UPRR) track from at -grade vehicular traffic by lowering the existing track and constructing bridges to allow vehicles and pedestrians to pass safely overhead. As the right of way program manager, Paragon also provided property management services during and post acquisition phases. Approximately 22 homes and 26 businesses in the neighborhood were impacted. Of notable significance was a full fee acquisition of a 86,263 s.f. property, the location of a 379-unit public storage facility. The project required the relocation of all personal property stored in approximately 235 rental units, as well as the on -site property manager and his family. Paragon directed and managed the 18-month property management and relocation efforts including rent collections, vacancy inspections, and on -site security for the property. Once the storage units were vacated, Paragon was faced with security issues, vandalism, illegal activity and the threat of occupancy by vagrants. We creatively resolved these issues by offering local businesses the use of the remaining units to store business related equipment, utilizing the remaining buildings as a construction field office, and equipment and storage yard. This also yielded a "Win - Win" situation: ACE and the City of San Gabriel maintained the safety of the neighborhood by circumventing potentially unsafe and illegal activity of others by maintaining a strong physical on -site presence. SERVICES PROVIDED • Property management during and post - acquisition • Prepare and facilitate short and long term rental agreements • Rent collections • Eviction services • Property maintenance • Coordinate utility connections and disconnections • Coordinate security, maintenance, environmental and demolition services • Acquisition of right of way and property • Relocation assistance and status reports • Document and project control • Scheduling, cost tracking and reporting CONTACT Mark Christoffels HDR/WKE - Principal Engineer (714) 460-2434 mchristoffels@wke-inc.com DURATION 2018 11 QRQQ Council CITY OF SANTAANA I I PdR3rh' MANAGEMENT SPECUL1XURCES 110 6. REFERENCES City of Santa Ana Los Angeles County Department of Public Works OCTA Alameda Corridor -East Construction Authority (ACE) On -Call Right of Way Specialty Kenny Nguyen Services: Acquisition & Relocation Project Manager Specialty and Property Management Phone: (714) 647-5655 Specialty knguyen@santa-ana.com Dayna Rothman County -Owned Leasing and Property Head, Real Estate Management (626) 962-9292 drothman@dpw.lacounty.gov On -Call Right of Way Services: Numerous Projects The ACE Project - "Gateway to America" Project Simin Yazdan Senior Right of Way Agent (714) 560-5794 syazdan@octa.net Mark Christoffels HDR/WKE - Principal Engineer (714) 460-2434 mchristoffels@wke-inc.com II. SCOPE OF SERVICES & SCHEDULE Paragon has reviewed the City's proposed scope of work and are prepared to provide the requisite services. Depending on the specific property to be managed, we recommend meeting with the City to customize the final scope of services to meet the exact requirements of the assignment. We believe the City will benefit by utilizing our firm's professional expertise, relevant property management experience and technical knowledge. We are prepared to manage all acquired properties until they are cleared and released for construction. All work will conform to the City's policies and procedures, as well as federal, state and local regulations. Our property managers are in continuous communication with acquisition, relocation, and title and escrow personnel, to ensure a successful transition of responsibilities. In addition, when necessary and in conjunction with relocation assistance personnel, our Property Manager will communicate and coordinate with those displacees still in occupancy when the title transfers, as well as any tenants the City permits to occupy properties. We will coordinate with governmental authorities, as required, regarding safety and maintenance issues, and with neighbors, as necessary, to positively enhance the project's image within the community. Services pertaining to property management, include but are not limited to: J� PARIW Council CITY OF SANTA ANA I PMPEfZJ_1 MANAGEMENT SPECIUM CES 111 Property Provide supervision, coordination and management of contractors who provide the Management various property management functions (plumbing, electrical, board -up, etc.). Coordination Deliverables: • Change of ownership notification • Bank statements and rent rolls • Account reconciliation reports • Escrow fund statements • Closed files Project Paragon will identify potential problem tenants early on and formulate potentials' Management resolutions. Our property managers are able to effectively deal with problem tenants by exhibiting empathy and courtesy as well as firmness. Invoicing Paragon will review for accuracy, confirm completion of job and approve invoices submitted by each property management sub -consultant, such as service providers and/or maintenance vendors. We will submit to the City for payment and processing. Deliverables: • Invoices • Backup documents, as required Utility Confirm with utility companies the transfer of necessary accounts to the City or their Transfer and designee. Utilities include but are not limited to water, trash, sewer, gas and electricity. Disconnection Provide early notification to tenants to transfer or shut-off services. Provide early coordination with utility companies for the relocation or removal of meters and to minimize lead time. For meter removals within the public right of way and requiring approved traffic control plans, we will work with the utility company and the City to group meter removals as much as possible.. Deliverables: • Reporting regarding shut-off and meter removal Security Coordinate information with City staff and Police Department representative as necessary. If required, we will coordinate and/or contract with a vendor for nighttime security services for the project area. Cost of security services will be passed through to the City. Deliverables: • Records, invoices and payments Landscaping Conduct regular site visits to monitor and mitigate potential nuisance. We will contract with a company to provide limited and necessary lawn Maintenance. Cost of lawn care services will be passed through to the City. Deliverables: • Records, invoices and payments p RW Council CITY OF SANTAANA I Qg4P��rjf MANAGEMENT SPEC$q(a��$�ICES 112 Property Contract with a maintenance services company as needed. We will order and Maintenance coordinate any repairs regarding health and safety issues. Cost of maintenance services will be passed through to the City (e.g., routine clean-up, heating repairs, plumbing, electrical problems, rodent issues, etc.). Deliverables: • Records, invoices and payments Month -to -Month Prepare and obtain signatures on Month -to -Month Occupancy Agreements, as Occupancy needed. Review and update files on a monthly basis. Agreements Deliverables: • Signed agreements Rent Collections Collect monthly rent payments and deliver to the City. Notification to the tenants regarding rent, due dates, late fees, and possible eviction. Deliverables: • Monthly ledger payments received and expenses • Rent rolls Rent to Prepare and obtain signatures on documentation required for Rent to Hold Vacant Hold Vacant agreements, as needed. Agreements Deliverables: • Signed agreements Vacancy Complete an exit inspection and a Certificate of Abandonment and obtain keys. Deliverables: • Certificate of Abandonment • Keys Fencing Services Coordinate the fencing of acquired properties. If necessary, we will provide emergency fencing repair services for the project area. Cost of fencing services will be passed through to the City. Deliverables: • Records, invoices and payments Security Property Undertake measures to ensure that City property is secured. Measures include window/door board -up, fencing, door lock resetting/replacement, and notification to local law enforcement and city personnel. Deliverables: • Records, invoices and payments Eviction Identify eviction candidates early on in order to be prepared to commence eviction Coordination as soon as possible if necessary. Coordinate with City, legal counsel and legal messenger service companies to provide necessary services to process evictions. Dellverables: • Eviction correspondence and files pAR7A�% Council CITY OF SANTAANA I TpPqRM MANAGEMENT SPEC997/42N210ES 113 Demolition Demolition contractors will be selected based on the lowest responsible bid from at Coordination least three (3) bids. When required, we will ensure the payment of prevailing wages and will give City staff the opportunity to review all procurement procedures and make final selection on the recommended demolition contractor(s) provided that all demolition work being contracted at one time does not exceed $25,000. Prior to the release of any funds to pay any invoices, we will provide proof that said demolition services were successfully rendered. Contracts for demolition in excess of $25,000 will need to be approved by the governing board of the City and will be executed by the City. Deliverables: • Records of proposals, invoices and payments • Proof of demolition services rendered LESSONS LEARNED Recent property management work performed for the City of Santa Ana, has enabled Paragon to prepare a "lessons learned" guidebook for the best practices in property management. These include lists of contacts, checklists, and schedules to assist in continued responsive property management support. IMPORTANT CONTACTS We have established a list of Important Contacts for the City of Santa Ana Property Management. These include the contact information (company name, responsible contact, phone number, cell phone .number and email) for the following: • Southern California Edison — for electrical service connection and planning department inquiries • The Gas Company - for service connection and meter/line removals • AT&T - for utility disconnection • Santa Ana Water Department - for service shut-off and line abandonment • Waste Management - for trash service shut off • Subconsultants - for lead and asbestos survey engineering, board -up, fencing and demolition INTERNAL PROCESS CHECKLISTS Our 'lessons learned" also includes the following checklists for all processes of property management: Internal process schedule (in sequential order by task) • Checklist for vacant property, owner -occupied, and tenant occupied properties • Process for scheduling of services and inspection • Rent collection checklist • Property maintenance process • Reporting process — monthly updates, bank statements, reconciliation reports, rent rolls and weekly status reports Our checklists have been quality checked and revised to ensure comprehensive, timely attention to each individual element of property management. jj�pPA&WCouncil CITY OF SANTAANA 1 P8 P6@$Y MANAGEMENT SPECFq(M21MICES 114 ei Nab c N N N N N t N(Vy N N N ssssssm�� N O N N N N N N N N N fNV N N\\ ry N N N N N N N N` fNV O V rr r N •i m �-1 ei N \\ m 0 0 0 �y Q �y fir~?. eNT �7�N�a'n�in a3n3rn °CC••o+�ae��^eaav� Cp� vp° mo pvO v Ste" v 9 5 r v p6 q� 1O 9 N 1Np N N ti V !V N r 0•1 1°O O N N t0 O Q O 40 Q O O N N N rl eQi eri A w01 O O _; ,-1 N N N N ei O pp C 0 t C & C Z L O C y q o s P �_z; 3 O C a o m E c n E v s 9 E E c z c m d ¢ d z o & E $' z o Cy 2 m m `o N Y o m c s g e E a SY ar', n a c �_. LL m e' '-° z° = m> a ��!! c O a o o a z .ap s 3 n o c� m QQ m 071 d a m d o m d P o° yy LL Y i$ v LL E Q o O p 6 6 2 a 6 C N O1 6 C 6 Irf g 1.1 q O W C O '_y' 6 O g tL C V, !t 1c 'k 1c 1c 1c �c 1� 4� 1� �c 1t 1t 1c 1� 1c 1� k 1� k 1c 1c 1� 1t i �Ic 1c �t 1c 1c 1c . 1c 4c 1� it tic 4� � , � � :O .+`N ''•M,Q iN ,�o r Im o".r `.N =M e ml�o n!m m'o .a !n me-u�!m n� �e� :N M;e 'rp r ro.Ol :ei IR :. rV:.N N N NON 'eq'M M'M"M M_rr1;M M''. erf�M ,a. City Council 28 — 136 5/17/2021f7 City Council 28 — 137 5/17/2022 . FEE PROPOSAL Paragon has provided our pricing proposal in a separately sealed envelope, as requested by the City. IV. CERTIFICATIONS ATTACHMENTS Attachment 3-1: Non -Collusion Affidavit (Certifications) Attachment 3-2: Non -Lobbying Certification (Certifications) Attachment 3-3: Non -Discrimination Certification (Certifications) .01 PA pARTI* Council CITY OF SANTAAW PIRMRTY MANAGEMENT SIB($ RVICES Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance 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, conspirers, 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 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 contrail 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. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution, Signed -9 r _ _ •� �_ - T State of California County of Orange Subscribed and swom to (or affirmed) before me on this I1-al day of NovembQr 2021, by Neilia LeValle , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. LAURA DI010 eky Notary Public - California OrangeCounty Ccmm;sslon a 2233641 Comm. Exoires Mar 9, 2022 L 41NNTotawyblic Signature Notary Public Seal pgq§a Council CITY OF SANTAAItj-I2RjCWRTY MANAGEMENT SIMIV7 2W9ERVICES Appendix j ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective Participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belies; that. 1. No federal appropriated fimds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contras, the making of any federal grant, the mating of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any finds other than federal appropriated fiords have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal 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, loan or cooperative agreemer, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material represetrtation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Paragon Partners Consultants, LLC Signed and printed Name: Neilia LaValle Title President Date It— 11-Z*ZI l PA 1p -E /COuncil CITY OFSANTAAN_i$P—Rq) ()RTYMANAGEMENTSFWjV"2Z' RVICES Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant 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 Consultant 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 Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant 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 Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant 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 Consultant 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 Consultant'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 Consultant 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. 7. The Consultant 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 * pqM Council CITY OF SANTAAWI P-R RTY MANAGEMENT S5gV"g02,2ERVICES 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 Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant 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 consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: ��-9.1._.. k -u ) � Title: President Firm: Paragon Partners Consultants, LLC Date: 11— 1'} — 2-02.1 PART&* Council CITY OF SANTA AN_AS P-Rq)42RTY MANAGEMENT SP5AIJKy2@2ZRVICES V. APPENDIX - RESUMES Education B.S., Civil Engineering, California State University Fullerton ® Light Construction and Development Management Program, University of California Irvine Certifications and Licenses California Real Estate Broker License No. 01023028 • Certified Property Manager (CPM) • Certified Commercial Investment Manager — Candidate (CCIM) • International Right of Way Association - Asset Management Certified (pending) PHILLIP BONINA, CPM, CCIM Senior Project Manager Phillip Bonina is a high-performance, results -driven commercial, industrial, residential real estate professional with proven expertise successfully managing client -driven real estate and business strategies for public and private projects. Mr. Bonina has more than 34 years of professional experience working with property owners, public entities, privately owned companies, utility companies, construction managers, and subconsultants and vendors. Leveraging this level of experience, coupled with his numerous licenses and certifications that include Certified Property Manager (CPM)., Certified Commercial Investments Manager (CCIM°), and a licensed California Real Estate Broker, he has the skills to proactively prepare for and mitigate unforeseen changes during the implementation of right of way services. Mr. Bonina is a strong leader with exceptional interpersonal skills. He continuously seeks new ways to apply his knowledge in order to enhance the performance of his entire team while introducing new problem -solving tactics and best practices that ensure our agents' success for our clients. RELATED EXPERIENCE City of Santa Ana I Warner Avenue Improvements, Phase 2 Mr. Bonina managed a team to acquire 26 parcels consisting of residential, commercial, industrial, and railroad properties. This included 14 full takes, 10 partial acquisitions, and two railroad property temporary construction easements. Additionally, relocation assistance was provided for 15 single-family residential relocations and a daycare facility. City of Santa Ana I Bristol Street Widening, Phases IIIA and IV Mr. Bonina oversaw the team that managed acquired properties until cleared and released for construction. He monitored handling of all site emergencies, routine maintenance and repairs, and investigation of claims for damages or destruction of property. City of Irvine I Irvine Business Complex (IBC) Sidewalk Project Mr. Bonina provided right of way management for the City's Sidewalk Improvement Project, which involved constructing sidewalks, driveways, curbs, and gutters where necessary. To accomplish this, the Paragon team obtained permanent and temporary construction easements from 29 property owners. Properties that were acquired consisted primarily of commercial ownerships, including some with owner/ tenant lease agreements and others with non-U.S. owners. Orange County Transportation Authority (OCTA) I OC Streetcar Project As acquisition manager, Mr. Bonina directed acquisition of seven parcels and relocation assistance for one business (a scrap metal recycling business) and four residential units for the OC Streetcar Project. This project, a partnership among OCTA, the City of Garden Grove, and the City of Santa Ana, will result in the creation of a streetcar line to extend the reach of Metrolink, BAR e� Council CITY OF SANTAA" 4aROMRTY MANAGEMENT S&TW202.2ERVICES PHILLIP BONINA I PAGE 2 L.A. County I Read Estate Property Management/Lease Negotiations Mr. Bonina supervised provision of property management/lease negotiation services for more than 120 properties for the County's Department of Public Works. Paragon's role involved determining which department sections should remain in their current locations, preparing broker's opinions of value, and proposing lease terms and rental rates. He additional oversaw preparation of new amendments/agreements for execution between landlords and the County. The ACE Project Gateway to America I Alameda Corridor -East Construction Authority Mr. Bonina is responsible for the property management activities on various commercial, residential and industrial properties. His responsibilities include lease negotiations, rent collections, utility coordination, site plan reviews, permitting, cost to cure, and demolition oversight. Other duties include ensuring proper maintenance of properties and addressing tenant concerns. Alameda Corridor -East Construction Authority (ACE) I Durfee Avenue Grade Separation Mr. Bonina managed the acquisition of 18 commercial, residential, and industrial properties, along with the relocation of several businesses impacted by the Durfee Grade Separation Project. Acquisition services included securing both partial and full takes, utility easements, permits to enter, rights of entry, temporary and permanent parking agreements, and licenses and leasehold agreements. Mr. Bonina also oversaw the property management activities on various commercial, residential, and industrial properties. His responsibilities included lease negotiations, rent collections, utility coordination, site plan reviews, permitting, cost to cure, and demolition oversight. Other duties included ensuring maintenance of acquired properties and addressing tenant concerns. Mr. Bonina additionally worked with the design team to redesign and reroute the water line for Pico Water District to avoid impacts to the bridge. Orange County Sanitation District I Right of Way and Real Estate Property Management Services Mr. Bonina provides right of way acquisition services and management to OCSD to improve monitoring of its properties, better manage risk, maximize license and lease revenues, and reduce costs. Mr. Bonina managed the rights analysis for over 400 miles of. OCSD trunk lines. City of La Canada Flintridge 1 1-210 Soundwalls Improvement Project, Phase II Mr. Bonina provided right of way acquisition services involving temporary construction easements from five property owners for Phase II of this project. He prepared Caltrans right of way data sheets and cost estimates, obtained preliminary title reports, appraisals, review appraisals, oversaw acquisition and negotiation of temporary construction easements, and oversaw escrow coordination. Mr. Bonina also led right of way mitigation support to eliminate impacts to one large property and obtained Caltrans right of way certification. Los Angeles County Metropolitan Transportation Authority (Metro) 1-710 Freeway Sound Wall Improvements Mr. Bonina is managing the acquisition of both permanent and temporary easements for 11 parcels. This effort entails securing property title reports, plat maps, and legal descriptions; appraisals and review appraisals; drafting PSAs; negotiations; and escrow coordination. Mr. Bonina is working closely with Caltrans and Metro to complete Caltrans right of way certification. City of Corona I McKinley Street Grade Separation Project Mr. Bonina is the project manager for the McKinley Street Grade Separation Project. The project is located in the area from SR-91 to Magnolia Avenue in the City of Corona. Paragon is providing turn -key right of way services, including title/escrow, appraisal, acquisition, relocation, and property management services, in addition to worked with the design engineer to minimize property acquisition to impacted parcels. Partial acquisition and temporary construction easements are being obtained for 25 parcels, along with two business relocations. PAR Council CITYOFSANTAM"PRfJF4RTYMANAGEMD '- r�g0(_-4RV10ES Education • B.S., Geography, University of California, Los Angeles Certifications and Licenses • Licensed California Real Estate Salesperson No. 02206105 * pPARM Council BRITTANY DITTO Property Manager Brittany Ditto is an energetic real estate support professional with more than 6 years of property management experience. Ms. Ditto has a proven track record of developing effective rapport and professional relationships as an accomplished community liaison communicating with tenants, property owners, and vendors, She has strong sales and organizational skills, ensuring stakeholder engagement, continuity and project compliance. RELATED EXPERIENCE SoCal Gas Company I Project Support for Utility Facilities As a project support coordinator, Ms. Ditto is working directly with the utility's Senior Right of Way Agent to contact property owners regarding the owner's encroachment upon SoCal Gas's Utility Facilities. In addition to preparing and mailing notices regarding prohibited structures over the utility facilities which unreasonably interfere with SoCal Gas's ability to safely operate, create a safety concern, and must be removed, Ms. Ditto is instrumental in notice communication throughout Southern CA, mainly in Los Angeles and Orange County. San Gabriel Valley Council of Governments (SGVCOG) Surplus Land I Project Support Ms. Ditto conducts research on the policies of the California Department of Housing and Community Development (HCD) regarding the sale or lease of surplus land as required by the State of California. She also performs research on developers who have notified HCD of their interest to develop affordable housing on surplus land and prepares notices to developers regarding the land available, size, zoning, encumbrances and current appraised value. Her correspondence with developers about how their proposals of interest in surplus lands are to be submitted to SGVCOG greatly adds to the flow and efficiency of the process for all. Additionally, Ms. Ditto is providing key support for property management activities on multiple SGVCOG projects involving commercial, residential, and industriai properties. Her responsibilities include rent collections, ensuring orderly maintenance of properties, and addressing tenant concerns. Additional Experience • Huntington Harbor Village for J&H Property Management I Community Manager (August 2018 - May 2011) • Ditto Properties I Property Manager (July 2015 — August 2018) • IRVINE COMPANY I Resident Relations Manager (January 2015 — July 2015) • Saywitz Company I Executive Assistant (January 2013 — January 2015) CITY OF SANTA Al2,91 -RRg5RTY MANAGEMENT SgfW�2U22ERVICES COLIN VALLES Project Coordinator Mr. Valles has 6 years of experience as a coordinator for a wide variety of projects in both the public and private sectors. He specializes in scheduling, facilitating communication between clients and stakeholders, report preparation, and project management support. RELATED EXPERIENCE City of Lake Forest I Bake Parkway at Trabuco Road/Irvine Boulevard Paragon will perform right of way appraisal and acquisition services for a single Education property take along Bake Parkway from SCE ownership. Mr. Valles serves as • B.S., Urban Planning, project coordinator. Arizona State University City of Lake Forest I El Toro Rd at Portola Parkway Licenses As project coordinator, Mr. Valles is centrally involved in Paragon's work obtaining • Licensed California Real preliminary title reports, coordinating appraisal reports, preparing offer packages Estate Salesperson No. and documents necessary for acquisition, and assisting in moving escrow towards 02160823 file closure. Associations City of Downey I Lakewood and Imperial Intersection Improvement Project • International Right Paragon is providing right of way services to the City of Downey for safety of Way Association, improvements at the Lakewood and Imperial intersection. The project requires Member partial acquisition of 5 parcels along Imperial Highway. Mr. Valles serves as the project coordinator on this project. City of Palmdale I SR-138 Widening Project The California Department of Transportation, District 7, in cooperation with the City of Palmdale proposes to widen both Palmdale Boulevard (SR-138) and Sierra Highway from two lanes to three lanes in each direction. As project coordinator, Mr. Valles is responsible for preparing offer packages, quality control of plats and legal descriptions, coordinating meetings with property owners, and contacting property owners for follow up. City of Industry I WaterWorks Project Paragon is assisting with waterline easement and appraisal efforts for the City of Industry. Mr. Valles is currently serving as the project coordinator on this project. Urban Housing Communities LLC/ Oxnard Housing Authority I Las Cortes Project The Las Cortes Project involved the relocation of very low-income public housing tenants to the Section 8 program within a short time frame. Paragon agents assisted the Section 8 case workers in coordinating with the tenants. After the successful relocating or transfer of all 157 tenant occupied units from public housing to Section 8 housing, the Paragon team was able to encourage property owners outside of the project area to contract with Section 8 and rent comparable and affordable housing to the tenants. As project coordinator, Mr. Valles assisted with the organization and close out of all project files and transferring to the client. 1 hqR w Council CITY OF SANTAAWl2-2(P4r9RTY MANAGEMENT SDI @Z2RVICES Federal Bureau of Reclamation I San Joaquin River Restoration Program The San Joaquin River Restoration Program is a comprehensive, long-term effort to restore flows to the San Joaquin River from Friant Dam to the confluence of Merced River and to restore a self-sustaining Chinook salmon fishery in the river while reducing or avoiding adverse water supply impacts from restoration flows. As project coordinator, Mr. Valles is responsible for scheduling meetings, preparing meeting minutes, maintaining and updating the Microsoft Teams channels, and assisting with the development of the land rights acquisition plan. City of La Canada Flintridge 1 1-210 Soundwall La Canada Flintridge, in cooperation with the California Department of Transportation, is proposing to construct soundwalls on Caltrans' right of way and City right of way along segments of 1-210 in order to reduce freeway traffic noise that may impact adjacent properties. Mr. Valles serves as project coordinator. n § Council CITY OF SANTAAIQ9i�I F RTY MANAGEMENT S$ /�Q QERVICES PARAGON PARTNERS CONTACT NEILIA LAVALLE President (714) 379-3376 neilia@paragon-partners.com 5660 Katella Avenue, #100 Cypress, California 90630 f71 .41 '3-M 007L EXHIBIT C City Council 28 — 149 5/17/2022 PARAGON PARTNERS COST PROPOSAL CITY PUBLIC WORKS AGENCY ON -CALL RIGHT OF WAY SPECIALTY SERVICES: Acquisition & Relocation Services RFP NO. 21-075 November 30, 2021 PARAGON PARTNERS COST PROPOSAL November 30, 2021 City of Santa Ana Kenny Nguyen Public Works Agency, M-36 20 Civic Center Plaza, Ross .Annex Santa Ana, CA 92701 RE: On -Call Right of Way Specialty Services (RFP 21-131): Goodwill, FF&E, & Property Management Dear Mr. Nguyen; Paragon Partners Consultants, LLC (Paragon) is pleased to provide the attached cost proposal for the City of Santa Ana for On -Call Right of Way Specialty Services focusing on Goodwill, FF&E and Property Management Services. Per the RFP's request, we have have included a comprehensive breakdown of our potential rates and fee schedules. The following items are enclosed: • Standard hourly fee schedule » A table outlining the tasks and team hourly effort for each of the major tasks • Sample project fee schedules for each of the major tasks in this specialty area I am available to answer any follow-up questions and can be reached by phone (714) 379-3376, ext. 101 or via email at neilia@paragon-partners.com. Thank you for your time and consideration. Sincerely, )4�mu__ Nellie LaValle President 5660 Katella Avenue, #100 1 Cypress, California 90630 City Council l/ 14) J/Y-JJ/b i www ffgggnyprtners.com 5/17/2022 PARAGON 1 2021 SCHEDULE OF FEES CORPORATE BROKER StNIUK NKUJtCI MANAULK $235.00 $185.00 SENIOR PROPERTY MANAGER $1 10.00 PROPERTY MANAGER $85.00 PROJECT COORDINATOR $75.00 ADMINISTRATIVE SUPPORT $65.00 DIRECT CHARGES COPIES $0.15 each POSTAGE/FEDEX Cost REAL ESTATE DATA SERVICES Cost + 15% TELEPHONE/FAX Cost MILEAGE $0.56/mile* SUBCONSULTANTS Cost + 15% * Or current IRS allowable City Council 28 — 152 5/17/2022 c d a+ C �4 c L � d CL O c •N C 4} Efi O V V O L V W H O IL 41 a .-. .a d d C , 0 .� v to a V m o CD Q N a M m 0 0 .0 d L 0 Boa CL o c d m m m c m LO m LO T- N co co ii vi I LIT cc � � � a 0 IL d H m m d CL A _ 25 3 LL c A c d CI CO r7i Fy = 'y E j/ in � t� 28 - 153 5/17/2022 City of Santa Ana Tasks Team Hourly Effort Property Managment Tasks Direct Labor Hours Hourly Rate Total Task - Property Management Project Manager 10 $185 $1,850 Property Manager 30 $85 $2,550 Project Coordinator 10 $75 $750 Total $5,150 Assumption: Assumes provision of interim property management services for 1 residential property, with a 6 month project duration City Council 28 — 154 5/17/2022 PARAGON PARTNERS LM CONTACT NEILIA LAVALLE President (714) 379-3376 neilia@paragon-partners.com 5660 Katella Avenue, #100 Cypress, California 90630 (714) 379-3376 www.paragon-partners.com City Council 28 — 155 5/17 AGREEMENT TO PROVIDE ON -CALL RIGHT OF WAY SERVICES: PROPERTY MANAGEMENT SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 17th day of May, 2022 by and between Monument ("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 December 6, 2021, the City issued Request for Proposal (RFP) No. 21-131, by which it sought a qualified consultant having special skill and knowledge in the field of property management services on an as needed basis. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that Consultant is able and willing to provide the services described in the scope of work that was included in RFP 21-131. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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 On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 21-131, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of the highest ranking firms to provide property management services on an on -call basis under RFP 21-131. The total compensation for these services provided by all such consultants selected under RFP 21-131 shall not exceed the shared aggregate amount of One Hundred Forty -Eight Thousand Dollars and Zero Cents ($148,000) during the term of the Agreement, including any extension periods. 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. City Council 28 — 156 5/17/2022 3. TERM This Agreement shall commence on the date first written above and terminate on May 16, 2025, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for up to two (2) one-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. City Council 28 — 157 5/17/2022 7. 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. Minimum Scope and Limit of Insurance Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non - owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions): insurance appropriate to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. 5. Broader Coverage: if the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). City Council 28 — 158 5/17/2022 2. Primary Coverage: For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation that any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require theConsultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies (applicable only to professional liability): i. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. City Council 28 — 159 5/17/2022 8. Verification of Coverage: Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. 10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, 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 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. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees City Council 28 — 160 5/17/2022 against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. 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 City Council 28 — 161 5/17/2022 an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. 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. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. 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. City Council 28 — 162 5/17/2022 18. 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. 19. 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. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. 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 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City Council 28 — 163 5/17/2022 City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 To Consultant: Amber Costello, President Monument 200 Spectrum Center, Suite 300 Irvine, CA 92618 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. 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 � ���� Deputy City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager MONUMENT: er C stello President City Council 28 — 164 5/17/2022 EXHIBIT A City Council 28 — 165 5/17/2022 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL RIGHT-OF-WAY SERVICES: GOODWILL, FF&E, & PROPERTY MANAGEMENT RFP NO.21-131 INTRODUCTION/PROJECT BACKGROUND The City of Santa Ana is issuing this Request for Proposals (RFP) to seek qualified firms to provide On -Call Right -of -Way Services: Goodwill, FF&E, & Property Management on an as - needed or "on -call" basis. It is the City's goal to select one or more firms to enter into an agreement(s) with to provide as needed property management services for capital improvement projects (CIP). The capital improvement projects needing the right-of-way services include, but are not limited, to Warner Avenue, Bristol Street, Fairview Street, and Grand Avenue Street Improvements. The services being considered for contract are the following "Specialty Areas": Specialty Areas Maximum Contract Aggregate Amount I. Property Management Services $148,000 IL Business Goodwill Appraisal Services $148,000 III. Furniture, Fixtures and Equipment Appraisal $148,000 Services Consultants are encouraged to prepare proposals for the multiple specialty areas listed above, however; it is not required to propose on more than one Specialty Area. Each Specialty Area shall be submitted individually in response to the RFP. From the proposals received, it is the City's goal to select one to two firms for each of the specialty services (I, II, and III). The City will enter into separate agreements (the "Agreement") with each of these firms. Work will be assigned by Contract Task Orders. As tasks are identified, they will be distributed among these firms based upon their ability to perform the required work within the project schedule and budget constraints. A detailed scope of work and corresponding fee will be outlined when a specific task is assigned to a consultant. The City reserves the right to distribute the work in any manner which will best serve the City's interests. Interested firms who provide more than one right of way service are welcome to submit proposals for all Specialty Areas. However, the firm providing the Specialty Service for the selected parcels will not be selected for a different Specialty Service for the same parcels. City Council City of Santa Ana Ffflltff 5/17/2022 Page Al-1 MINIMUM QUALIFICATIONS Consultants must demonstrate the minimum qualifications as established in the California Department of Transportation (Caltrans) Right of Way Manual, which can be accessed at: http://www.dot.ca. og v/hq/row/rowman/manual/index.htm. Consultants must demonstrate ability to have successfully negotiated and closed escrow on acquisition of parcels and minimized the eminent domain process on similar projects. DESCRIPTION OF WORK Consultants under contract with the City of Santa Ana will provide support to City of Santa Ana staff or their designee on an as -needed basis. The Consultants shall be thoroughly familiar with the Statement of Work prior to submitting a response to this Request for Proposal (RFP). • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience with State and federally funded projects. All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • Work may include, but is not be limited to, the following: 0 onsite review of the project area o review of existing records o conducting research and performing analysis o information gathering o negotiations o developing strategies o prepare memos and letters o attend community meetings as needed • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has total responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of the Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub -consultants. The Consultant shall review all work performed by its sub -consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. Sub -consultant markup is not allowed in this contract. • The Consultant shall have a Quality Control Plan in effect during the entire time work is being performed under the Agreement. The Quality Control Plan shall establish a process whereby work products are independently checked, corrected and back checked. All project related correspondences and documents shall be maintained and bound in City Council City of Santa Ana Pff21t6r 5/17/2022 Page Al-2 appropriate project files. Additionally, all electronic files shall conform to the City's file naming system. • The Consultant shall diligently work on each assignment and complete each task in accordance with the schedule and accommodate the City's needs. • The Consultant's work will be subject to inspection and audit by City, County, State and Federal representatives • Consultant's Project Manager and critical staff must attend the monthly meetings with City Staff and other consultants requested by the City to review project progress, the schedule and any critical issues/items and the follow up action items necessary. All status reports must be submitted ahead of the meetings. • Consultant must prepare a Weekly Status report and submit to the City. Format and specific items of each status report must be reviewed and approved by the City. • Consultant must maintain electronic files of all the project parcels and correspondence including all reports generated by other related consultants required to perform acquisition/relocation and property management services. • All electronic submittals of files must be through a shared folder. Consultant must upload and keep current the project parcel information and files in the shared folder established for the project. • Consultant must prepare electronic files of the parcels according to the Caltrans Review Process for right-of-way Certification. • Project files including copies of all correspondences, reports, documents, and electronic files shall be submitted to the City when requested and electronically updated as requested by the City. • All work, including reports, analysis, data, and intellectual properties developed during the life of the Agreement shall become the properties of the City. • The Consultant will receive written notification of the award of the contract. Upon such notification, the Consultant will proceed with the services required by the Agreement. City Council City of Santa Ana Fff21r681 5/17/2022 Page Al-3 SPECIALITY AREA: I PROPERTY MANAGEMENT SERVICES Consultant will coordinate all of the property management tasks with City staff and the demolition contractor as deemed necessary. Consultant shall provide post acquisition property management services during the transition from occupancy to demolition. This includes the coordination of utility connections and disconnections, preparing and facilitating short-term rental agreements, rent collections, providing eviction services, property maintenance and security, preparing and issuing notices to vacate in accordance with state law, coordination of final asbestos and lead surveys, and monitoring the demolition of structures and removal of underground storage tanks or other environmental concerns. The property management consultant is required to inspect all City owned properties and to confirm tenancy of occupants. Property Management duties shall include but not limited to: • Review existing leases, licenses, franchises, easements, permits and other agreements for City properties. • Negotiate and draft new agreements or make revisions to existing agreements for approval by the City. • Collect rent and calculate tenant rental adjustments, increases and operating expenses for approval by City. Calculate the market rent for hold over tenants for owners that will not vacate the property within 3 days after closure of escrow and provide rental agreements to be executed for both parties and include in the escrow documents. • Coordinate with escrow companies for transfer of leases, security deposits and rents prior to close of escrow. • Schedule, coordinate, and perform property maintenance tasks with qualified vendors. • Perform periodic site inspection visits for subject properties as required by the City to ensure site security from vandalism. • Meet and inspect the City properties post -acquisition to ensure conformance with appropriate regulations. • Prepare and submit weekly status reports for all properties being managed. Report shall include at a minimum, property address, owner's name, tenant's name and contract rent amount, notices, vacancy date and demolition. • Maintain and update tenant databases. • Coordinate with City's acquisition/relocation consultant for post -acquisition Property Management of City properties. • Act as Property Management Liaison between the tenants and City. • Coordinate with all utility companies for transfer and disconnection including but not limited to City Water Department, SCE, Gas Company, Waste Management and cable and telephone utilities. • Coordinate the removal of meters with utility companies in a timely manner to ensure scheduled demolition of structures. • Provide security services as needed. Security service may be required to deter the City Council City of Santa Ana Fff29r61�1 5/17/2022 Page Al-4 vandalism of vacant properties. Hours may vary depending on the need for day or night time security. • Provide comprehensive maintenance services including the yard and site maintenance. • Coordinate vacancy of the properties with acquisition/relocation consultant. • Coordinate fencing and boarding up of buildings after vacancy as necessary for security prior to demolition. • Arrange for board up if there was any break- in of the original board up. • Coordinate and provide access to properties, with demolition contractor. • Coordinate eviction of tenants if necessary with City staff. • Coordinate with escrow companies for transfer of tenant information upon closure of escrow. Trust Account Consultant shall establish a separate checking account in the name of City and Consultant with the City to be co-owner of the account and have full access at a bank approved by City and conform to the following policies: 1. At the creation of the account, Consultant shall document all tenancies that currently exist at City -owned properties and provide the following information for each: tenant name, monthly rent amount, security deposit amount, beginning date of tenancy, and ending date of tenancy. This report shall be updated monthly to reflect any new tenants. 2. Within three (3) days of receipt, Consultant shall deposit all proceeds received on behalf of City into account, including but not limited to rent, security deposits, and any amount that may become due by tenants. 3. Funds may only be withdrawn by Consultant to pay property management related expenditures, including without limitation repairs, utilities, and maintenance, in an amount up to $1,000. Expenditures in excess of $1,000 must be approved by City. 4. Non -emergency expenditures above $1,000 must be bid competitively to ensure property management funds are spent efficiently. The operating reserve amount in the account shall be $5,000 per parcel. Consultant is required to remit funds above the operating reserve amount after subtracting the projected expenses on a monthly basis. The funds shall be remitted by Consultant to City via ACH or wire within fifteen (15) days of the most recently completed month. On monthly basis, the Consultant should remit an itemized statement identifying revenues and expenditures collected and/or incurred during the period as noted in Section (7) below. 5. All expenditures, regardless of amount, must be supported by itemized invoice that tracks expenditures by tenant and corresponding City approval if applicable. 6. Changes to the rental information, such as addition of tenants, and/or rental termination, must be approved by the Public Works Agency. Within ten (10) days of such approval, Consultant shall confirm all changes in writing to City's Public Works and Finance and Management Agencies. 7. Consultant is required to maintain books and records in compliance with generally accepted accounting principles. On a monthly basis or upon City's request, Consultant City Council City of Santa Ana Fffllt j�l 5/17/2022 Page Al-5 shall provide a listing of the following: a. Rental income by tenant (identify property address) b. Expenditures by category (e.g., utilities, maintenance, property management fees, etc.) 8. Consultant shall make available all books and records related to the services provided to City Finance staff or an independent Certified Public Accounting firm acting on behalf of City. 9. City maintains the right, either by itself or through a CPA firm acting on its behalf, to conduct an examination of Consultant's books and records related to above -referenced service. The examination may be conducted on annual basis or upon City's discretion on reasonable notice. Weekly Status Reports Consultant shall provide to the City weekly status reports relating to the management and operation of the premises for the preceding calendar week. These documents shall include the following, but are not limited to: • Proper records with respect to leasing, management, and operation of the premises (i.e. receipts, disbursements, etc.) • Contractor competitive bids • Tenant information, owner's information, beginning date of tenancy, ending tenancy and vacate date, rent amount, security deposit, past due rents, 90-day notice dates, fencing, board up, testing dates, utility shut offs and meter removal dates. • Status report must also include inspection dates and any action items needed during the inspection and follow up of the action items. City Council City of Santa Ana FM21rjj1 5/17/2022 Page Al-6 SPECIALITY AREA: II BUSINESS GOODWILL APPRAISAL SERVICES Consultant shall perform professional and technical Loss of Goodwill Appraisal services on an as -needed basis to prepare reports for use during ROW negotiations for the project and settlement during condemnation proceedings. The Loss of Goodwill reports are to be prepared in accordance with all applicable regulations as determined by the City. These may include, but are not limited to local, state and federal regulations, policies, procedures, manuals, and standards including. Consultant has total responsibility for the accuracy and completeness of the Loss of Goodwill Appraisal Reports and other work performed pursuant to this Agreement and prepared for this Project and shall check all such material accordingly. Reports will be reviewed by the City for conformity with General Goodwill Appraisal standards and coordination with State procedures. Consultant shall, throughout the life of the Agreement retain within Consultant's firm a staff of qualified personnel to perform each of the work listed below. Consultants shall be responsive and maintain excellent working relationships with property owners, tenants, and City staff. Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. Consultants shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. Consultant services shall include providing: • Budgetary Estimates of Goodwill Loss Budgetary estimates are used by public agencies in planning and preparing a project budget. Consultant's estimates of goodwill loss will be based upon a "drive by" site inspection of the subject businesses, limited market research, and any publicly available data. In addition, these estimates will take into consideration Consultant's experience in preparing goodwill loss appraisals of comparable businesses, as well as our knowledge of relevant statutes and case law, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a brief letter. • Goodwill Loss Acquisition Appraisals During the early stages of property acquisition, Consultant can provide preliminary estimates of goodwill loss. Acquisition appraisals are based upon data, which may be provided by the business' ownership at its discretion. Such information may include: leases; background on the business provided via owner/management interviews; historical and prospective financial data; and information about proposed relocation sites. In addition, Consultant shall perform basic transactional research in light of our understanding of the business' operations and financial condition. Consultant will also coordinate with real estate and fixtures and equipment appraisers to avoid duplication of compensation. Further, Consultant's analyses will be guided by relevant statutory and case law pertaining to compensation for loss of goodwill. City Council City of Santa Ana Fff21tJ21 5/17/2022 Page Al-7 Consultant shall perform the following tasks: • Preparation of Preliminary Estimates • Preparation of Complete Loss of Goodwill Appraisals • Perform field work as necessary • Attend Pre -submission Review Conferences as required • Prepare Correspondence • Make presentations to city staff as needed • Perform special studies within the scope of Consultant's expertise. • Coordinate with other ROW consultants as necessary • Coordinate with City -hired Real Estate appraisers and FF&E appraisers as required. City Council City of Santa Ana Fffllt j�l 5/17/2022 Page Al-8 SPECIALITY AREA: III FURNITURE, FIXTURES, MACHINARY AND EQUIPMENT (FFME) APPRAISAL SERVICES Consultant shall complete work under the direction of City staff. Consultant shall, throughout the life of the Agreement retain within Consultant's firm a staff of qualified personnel to perform each of the work listed below. Consultants shall be responsive and maintain excellent working relationships with property owners, tenants, and City staff. Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. Consultants shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. Consultant services will include providing: • Budgetary Estimates of Fixtures and Equipment Values Budgetary estimates are used by public agencies in planning and preparing a project budget. Consultant's estimates of fixtures and equipment values will be based upon a "drive by" site inspection of the subject businesses, limited market research, and any publicly available data. In addition, the estimates take into consideration Consultant's experience in preparing fixtures and equipment appraisals of comparable businesses, as well as knowledge of relevant statutes and case laws, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a spreadsheet of estimates and a summary report. • Fixtures and Equipment Appraisals Consultant will provide a fully contained appraisal report, in triplicate and a digital file, of the improvements pertaining to the realty and major movable equipment of each business appraised. The report will include an estimate of the fair market value in place and liquidation value of all appropriate items and will be prepared in conformance with Article 3 of the California Code of Civil Procedure, Sections 1263.205 and 1263.210. (Compensation for losses in connection with movable personal property is included in the California Code of Regulations, Title 25, Sections 6090 and 6092.) Appraisal procedures will be guided by the USPAP. The improvements pertaining to the realty and major movable equipment for businesses that occupy multiple properties shall be clearly delineated by property address. In preparing each comprehensive appraisal, Consultant will: inspect the business' facility; prepare an inventory of the improvements pertaining to the realty and major movable equipment; coordinate appraisal activities with the real estate appraiser to avoid duplication of compensation; interview the business' owner/manager regarding the business' history, operations and tangible assets owned; and utilize generally accepted valuation methodology to determine the fair market value in place and liquidation value of the appropriate items owned by the business. Furniture, Fixtures and Equipment Appraisals tasks may include: • Inspect the business facility and perform field work as necessary • Prepare separate inventories for the Fixture and Immovable Equipment and Movable City Council City of Santa Ana Fff21tJ41 5/17/2022 Page Al-9 Personal Property. • Coordinate appraisal activities with the real estate appraiser and /or Goodwill appraiser to avoid duplication of compensation • Interview the business owner regarding the history, operation and tangible assets owned. • Prepare report utilizing accepted valuation methodology to estimate the replacement cost, fair market value in place and salvage value of the appropriate items owned by each business operation. Perform Special Studies as required by the City within the scope of Consultant's expertise. • Attend meetings and present the reports and findings if necessary. PAYMENT AND INVOICING: Selected Consultant shall invoice the City based on time and material according to the City's standard invoice template. Tasks and hours shall be clearly identified and all rates must match those included in the approved agreement. City shall retain ten percent (10%) of the invoice amount from each payment until the completed Project has been accepted by the City. Each invoice must include a Consultant Progress Report that contains tasks and activities completed and summary of work in the next month period. Certificate of insurance must be current in order for invoices to be processed. CITY RESPONSIBILITIES: The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. • Facilitate meeting spaces and coordination with City staff • Access to City facilities CONSULTANT RESPONSIBILITIES: • Provide all required insurance as outlined in Attachment 2 of this RFP. • Submit renewal of Certificate of Insurance 30 days before expiring. • Ensure Certificate of Insurance is current when submitting invoices. SPECIAL REQUIREMENTS (ATTACHMENT 4) This project may utilize California Department of Transportation (Caltrans) funds and shall therefore comply with all state and federal requirements. The below referenced forms included in Attachment 4 (Additional Provisions) of the Appendix must be completed in their entirety and submitted with your proposal: • LAPM Exhibit 10-H: Sample Cost Proposal • LAPM Exhibit 10-01: Consultant Proposal DBE Commitment • LAPM Exhibit 10-02: Consultant Contract DBE Commitment (include within Fee Proposal hard copy package) City Council City of Santa Ana FM21tJ61 5/17/2022 Page Al-10 • LAPM Exhibit 10-K: Consultant Certification of Contract Costs and Financial management System (include within Fee Proposal hard copy package) for Speciality Area A only. Please reference Caltrans Local Assistance Procedure Manual, Consultant Selection, Chapter 10, for further instructions and guidelines pertaining to the completion of these forms: https://dot.ca. gov/-/media/dot-media/programs/local-assistance/documents/Igpm/ch l O.pdf COMPLIANCE WITH REQUIREMENTS OF FUNDING AGENCY: This agreement may be funded with state and/or federal grant funds administered by Caltrans. Proposer shall comply with all requirements as they pertain to the use of these funds. Refer to Attachment 4 for Caltrans required forms, including Exhibit 10-H — Sample Cost Proposal (H2 for On -Call Contracts) in the Appendix of this RFP. DISADVANTAGED BUSINESS ENTERPRISES (DBE) GOAL: The Agency has established a DBE goal for this Contract. Proposers are encouraged to obtain DBE participation for this contract. Refer to Exhibit 10-I — Notice to Proposers DBE Information included in the Appendix of this RFP. Proposers must submit Exhibits 10-01 & 10-02 — Consultant Proposal & Contract DBE Commitment to demonstrate compliance with Agency's DBE goal. CONSULTANT AUDIT AND REVIEW PROCESS: (Speciality Area A - Acquisition/Relocation only) Prior to contract award and dependent on contract award amount, the selected Consultant(s) shall be subject to an audit or review by Caltrans' Audit and Investigations (A&I), other state audit organizations, or the federal government. The selected Consultant(s) shall complete Exhibit 10-K — Consultant Annual Certification of Indirect Costs and Financial Management System for all prime and sub -consultants in the Appendix of this RFP. To independently download any of the Caltrans Exhibits required per this RFP, visit: https:Hdot. ca. goy/pro grams/local-assistance/forms/local-assistance-procedures-manual-forms City Council City of Santa Ana Fff21t j�l 5/17/2022 Page Al-11 EXHIBIT B City Council 28 — 177 5/17/2022 onument ON CALL RIGHT-OF-WAY SERVICES: PROPERTY MANAGEMENT RFP# 21-131 MONUMENT 200 Spectrum Center, Suite 300 Irvine, CA 92618 Ph: 800.577.0109 www.monumcnt.,c.-.,.com PREPARED FOR CITY OF SANTA ANA ATTN: Kenny Nguyen Public Works Agency; M-36 20 Civic Center Plaza, Ross Annex Santa Ana, CA 92701 SUBMITTED ON March 10, 2022 monument TABLE OF CONTENTS O 1 SECTION ONE STATEMENT OF QUALIFICATIONS A. COVER LETTER B. AGREEMENT STATEMENT -IN COVER LETTER B. FIRM AND TEAM EXPERIENCE C. UNDERSTANDING OF NEED D. RELEVANT PROJECT EXPERIENCE E. REFERENCES 14 SECTION TWO SCOPE OF SERVICES AND SCHEDULE A. SCOPE OF SERVICES B. SCHEDULE SECTION THREE FEE PROPOSAL PLEASE SEE SEPARATELY SEALED ENVELOPE 1 Q SECTION FOUF U CERTIFICATIONS AND RESUMES A. CERTIFICATIONS B. RESUMES Section One STATEMENT OF QUALIFICATIONS REAL ESTATE I RIGHT-OF-WAY I DBE I SBE March 10, 2022 Kenny Nguyen Project Manager City of Santa Ana Public Works Agency 20 Civic Center Plaza, M-36 Santa Ana, CA 92701 Subject: On Call Right -Of -Way Services: Property Management RFP NO: 21-131 Dear Mr. Nguyen and RFP Review Panel, Monument is proposing on the City of Santa Ana On -Call Right -of -Way Services RFP for Property Management. Monument is currently working with the City on a variety of projects and understands the potential property management needs. We are confident Monument is the right choice for the City as demonstrated below and outlined in our Proposal. Why Monument is the clear choice for the City. The following differentiators demonstrate just a few of the many reasons why Monument is the clear choice for the City's property management needs. • Our Leader. We are presenting one of our best, Daniela Borbe, as the Principal In Charge for the City of Santa Ana. Over the past 15 years Daniela has managed multiple projects for the City including Warner Avenue Widening, Grand Avenue Widening and all three phases of the Bristol Street Widening project. Daniela spent many years managing the property management for the City through multiple phases of Bristol Street Widening. Daniela possess the knowledge, experience and City tribal knowledge necessary to successfully manage the City's projects. • Our Team. Daniela will rely on the support of Curtis Bibolet, Property Management Manager, AMC. Curtis is a seasoned property manager with over 13 years of property management experience for local government agencies. Assisting Curtis is a diverse group speaking multiple languages to better serve the Santa Ana community. This proposed Team is an experienced property management Team and can hit the ground running without a learning curve. Our Team has demonstrated success providing the services requested in the RFP. • We are Local. Monument has offices in Irvine with the majority of our staff within 15 minutes from the City of Santa Ana. We are present and available to make in -person visits, inspections, walk-throughs and meetings. Responsiveness. Our proposal is in strict compliance with the Request for Proposal requirements, and we acknowledge the RFP and Q & A Addendum. We have carefully reviewed the proposal requirements and have responded to all requests for information from Monument and our proposed team. monument 200 Spectrum Center, Suite 300, Irvine, CA 92618 City Council info@monumentrow.com ML51VI09 5/17/2022 monurnentrow.{om REAL ESTATE I RIGHT-OF-WAY I DBE I SBE Qualifications and Experience. Monument's proposed management team have been in the industry for decades. Our agents and support staff are seasoned experts in property management and full right-of-way support. The Monument Team has successfully managed public works projects throughout California, involving thousands of parcels and property owners and countless miles of right- of-way. Technical Approach and Timeline. The members of the Monument Team are known in the industry for successfully completing projects on an accelerated schedule. We offer value through early project planning, a clear scope of work, defined project tasks and deliverables, quality control, exceptional project performance, and knowing the real estate and right-of-way process and timetables. In addition, we know the importance of collaborating with stakeholders to ensure the successful and timely completion of each project. Price. Monument understands and is sensitive to the budget constraints that government entities often face; therefore, we are happy to provide competitive rates that fall within the City's budget. Contract Agreement Statement. Monument approves of the Sample Contractor Agreement and will agree to its terms without modification. We Are Certified. Monument is a certified DBE, SBE, and WBE which may help the City meet any federal funding goals on future projects. Point of Contact. Amber Costello, Principal and President, will serve as your single point of contact and is authorized to bind Monument. Amber can be reached by phone at 562.260.0507 or electronically at acostello@monumentrow.com We are confident that the attached proposal clearly identifies the ways in which Monument can fulfill the needs of the City of Santa Ana in a cost-effective and timely manner. Please do not hesitate to reach out with additional questions. We look forward to serving the City of Santa Ana. Warmly, -A Amber Costello, President m onument 200 Spectrum Center, Suite 300, Irvine, CA 9261a City Council info@monumentrow.com 280-51-VP9 5/17/2022 monumentrow.{om 3 City of Santa Ana On Call Right -of -Way Services: Property Management B. FIRM PROFILE Monument, a DBE, SBE and WBE certified firm, is a full -service real estate and right-of-way company providing exceptional service, strategic planning, innovation and timely delivery. We serve local, state and federal agencies, transportation authorities and engineering partners with public infrastructure projects throughout California. At Monument, we understand the difference an experienced, solutions -minded right- of-way partner can bring in achieving the goals and objectives of a project and that's exactly what we are. We have successfully delivered hundreds of projects that include all of the services in the RFP as a Team, with our success attributed to our Company motto... we listen, we innovate, we deliver. Monument is more than your typical right-of-way company. Our team is comprised of the best in the industry, most with over 25 years in the business and leaders of some of the largest and most complex projects delivered in the State of California. Monument's interdisciplinaryteam is composed of highly experienced project managers, seasoned acquisition agents, relocation experts and project support specialists, working together with the client to provide solutions at every phase of the project. The Monument team is known in the industry for successfully completing projects on an accelerated schedule. We accomplish this with early project planning, a clear scope of work, defined project tasks and deliverables, quality control, exceptional performance, and communication with the client and project partners. We know the importance of collaborating with stakeholders to ensure the successful and timely completion of each project. Monument is a project partner, equally invested in the goals and objectives of the project and fully integrated with the project team. ORGANIZATION TYPE: DBE, SBE and WBE OFFICES: Irvine, Los Angeles, and Sacramento ........................................... FIRM SIZE: 25+ employees ........................................... Office Location & Point of Contact The proposed services will be performed by staff in Monument's Irvine office which is located at 200 Spectrum Center, Suite 300, Irvine, CA 92618. Our team will be led by Daniel Borbe, Principal In Charge and Curtis Bibolet, Property Management Manager. Amber Costello, Principal and President is authorized to bind the company and can be reached directly at 562.260.0507 or electronically at acostello@monumentrow.com. DBE & SBE Participation Monument is certified as a Disadvantaged Business Enterprise (DBE) registered as CUCP #46456, a Small Business Enterprise (SBE) registered as Metro #8144, and a Woman - Owned Business Enterprise (WBE) registered as CPUC #21001055 in the State of California. These certifications may assist the City in meeting federal requirements as necessary and the City is supporting small business by working with Monument. Our Servicep Monument is a robust team of experts in many right-of-way disciplines. We are more than just acquisition and relocation. Monument offers the following full range of services, should the City have any additional right-of-way needs: • Project & Program Title & Escrow Management Condemnation Support • Planning & Feasibility Studies & Programming Cost Estimating • Property Acquisition Site Location & Corridor • Residential & Business Analysis Relocation Utility Coordination • Property & Asset Prior Rights Research & Management Investigation • Appraisal & Appraisal In Lieu Staffing Support Review 28 — 183 5/17/2022 m onument 4 City of Santa Ana On Call Right -of -Way Services: Property Management WHY THE CITY SHOULD CHOOSE MONUMENT We present three key differentiators which set Monument apart from our competition and demonstrate that Monument is the right choice for the City of Santa Ana. Our designated Principal In Charge, Daniela Borbe, has worked in partnership with the City of Santa Ana for over 15 years and has successfully delivered multiple projects including Bristol Street Widening Project, Phases 3A, 3B and 4, Warner Avenue Widening Project and Grand Avenue Widening Project. Daniela also provided over years ofproperty management services for manyphases of the Bristol Street Widening project. Daniela is currently managing several projects for the City including Fairview Widening, Bristol Street Widening phases, Warner Avenue and multiple projects for Water Resources. Given our deep experience with the City, it makes sense for Daniela to supervise the property management for the City as well. Daniela is a highly dedicated and experienced Project Manager with over 20 years of experience managing projects in Orange County and the greater Los Angeles area. Daniela has the demonstrated ability to meet and exceed the needs of the City while building trust with the community and stakeholders. Daniela brings significant tribal knowledge of the City's preferences, policies and procedures, fiscal sensitivity, and understands how the City manages projects. There is no learning curve here ... Daniela is the best leader for the City! Daniela will be supported by our Property Management Manager, Curtis Bibolet, AMC. Curtis is a seasoned property manager with over 13 years ofproperty management experience for local government agencies including San Bernardino County Transportation Authority and Riverside County Transportation Commission. Curtis has demonstrated experience with local property maintenance vendors, property management and maintenance, and leasing and rental of city properties. Curtis will handle the day-to-day management and will be supported by Haben Woldemariam and Kristine Sander who have been working in the management of properties for many years. Our knowledge of City policy and practice allows our Team to provide the most cost and time -efficient service to the City of Santa Ana. Further, our Team includes the best right-of-way practitioners in the industry who have joined forces at Monument which provides the City of Santa Ana with a depth of knowledge and resources to tap into as needed. 16_5z� WE ARE LOCAL Monument has the local resources necessary to meet the City's needs. Our office, as well as the residences of our proposed staff, are all within 15 minutes of the City of Santa Ana. Our proposed Team and additional resources are truly local and available to attend in -person walk-throughs, inspections, meetings with vendors and any other coordinated planning sessions. We are available and present to the City of Santa Ana. Now let's dive into the Monument Team and our experience... City Council KRINFRE, 5/17/2022 monument P, City of Santa Ana On Call Right -of -Way Services: Property Management THE MONUMENT TEAM: A DEPTH OF EXPERIENCE We are currently working with the City on approximately 7 projects and have a good working rapport with City Staff. Monument's Leader, Daniela Borbe, has significant experience with the City and has previously handled its property management needs. She is well versed in the City's management style and preferences and will ensure the property management program is implemented by the Monument Team. As the day-to-day Manager, we are proud to designate and commit our most experienced Property Management Manager, Curtis Bibolet, to lead the Monument Team. Curtis was selected based on his extensive property management experience working with countless agencies, cities and counties. Curtis has managed large portfolios of properties as well as single family residences and manages a group of quality vendors. Finally, Monument has also teamed up with our favorite team of subconsultants for property management services including SLS Property Solutions for board -up work, graffiti, and maintenance; J&G Industries for demolition and site clearance; and Ninyo & Moore and Group Delta for asbestos and lead testing. In addition to our proposed Team, Monument has additional staffing resources to call upon to support the City as needed. An organizational chart delineating team roles and responsibilities is included below. TEAM ORGANIZATION Property Management Kristine Sander PROPERTY MANAGEMENT COORDINATOR 11411&111 Haben Woldemariam t FIELD INSPECTOR Legend: * KEY PERSONNEL BILINGUAL Curtis Bibolet, SRIWA, AMC PROPERTY MANAGEMENT MANAGER Daniela Borbe t PRINCIPAL -IN -CHARGE Property Maintenance Services Board Ups, Graffiti, and Demolition and Site Maintenance Clearance Sara Strader James Cain SLS PROPERTY SOLUTIONS J&G INDUSTRIES Paul Strader Eric Cain SLS PROPERTY SOLUTIONS J&G INDUSTRIES Asbestos and Lead Testing Jack Packwood GROUP DELTA Glenn Burks GROUP DELTA David Kelly NINYO & MOORE Michael Kushner NINYO & MOORE City Council 28 — 185 5/17/2022 m onument r City of Santa Ana On Call Right -of -Way Services: Property Management DANIELA BORBE PRINCIPAL IN CHARGE ImMonument is proud to designate Daniela Borbe, a high level, dedicated, and experienced Manager, to oversee our Team. Daniela is well versed in the City's preferences and process since she has been working City projects and handling property management for the past 10 years. In recent years, Daniela has assisted the City in the delivery of significant capital projects, including the Bristol Street Widening Project, Phases 3A, 3B and 4, Warner Avenue Widening Project, Phases 1 and 2 and Grand Avenue Widening Project. Daniela is currently managing City projects including Fairview Widening, Bristol Street Widening phases, Warner Avenue and multiple projects for Water Resources. Daniela has 20 years of experience in the real estate and right-of-way industry with an extensive history in Southern California. She's managed a wide range of capital projects from local water improvement projects to road widening projects to major regional transportation projects, varying in size from just a few parcels to hundreds of acquisition and relocation cases. Daniela has also provided Property Management services for the City of Santa Ana on the Bristol Street Widening. In addition to the City, Daniela has managed property management programs for the cities of Long Beach, Bakersfield, Glendale and the City of Los Angeles. Daniela has an extensive background in quality control and assurance and maintaining federal, state, local, agency and Caltrans compliance. Daniela takes pride in meeting project goals and objectives, and her clients find her proactive, creative, responsive, and a pleasure to work with. CURTIS BIBOLET, SR/WA, R/W-AMC PROPERTY MANAGEMENT MANAGFR r Curtis is designated as the Property Management Project Manager and will manage the City's properties and vacant lands with a seasoned team and quality vendors. During his 13 years in the industry, Curtis has amassed experience in Orange County and the surrounding local agencies. He has worked on Mount Vernon Bridge Replacement Project and State Route 55 Improvement Project and is currently working with San Bernardino County Transportation Authority on the West Valley Connector and the City of Chino on the El Prado Intersection Projects. County Transportation Commission, Orange County Transportation Authority, San Bernardino Transportation Authority, and Foothill/Eastern Transportation Corridor Agency. Curtis has been managing properties for some of our biggest clients. He has managed hundreds of properties throughout the state of California and currently oversees our Property Management Team. Curtis is dedicated to ensuring his clients assets are properly maintained and cared for through his experience in coordinating property maintenance, working with vendors, and addressing any issues that arise. Curtis is experienced in property management, utility relocation, and other facets of the right-of-way Curtis adds a tremendous depth of knowledge and process. HCIfip9CyyorWV with a wide range of public expJ)rierl(g6to the Monument Te&1,74go2as proven to agencies and private sector clients, including Riverside be a trustworthy and reliable resource for his clients. City of Santa Ana On Call Right -of -Way Services: Property Management ADDITIONAL STAFF The Monument Team is comprised of local talent ready to assist the City with all of its project needs. Daniela and Curtis will be supported by Kristine Sander and Haben Woldemariam. KRISTINE SANDEII Kristine has spent her entire career in property management. She is experienced Property Management in drafting and negotiation of leasing agreements and licenses, rent collection Coordinator and reconciliation, reporting, data collection, maintenance of coordination with 6 Years Experience escrow companies in the transfer of leases, security deposit maintenance, and coordination of vendors and subconsultants. HABEN WOLDEMARIAN Haben is an experienced Property Management Agent and has been in Agent / Field Inspector the industry for over 5 years. Haben performs site inspections, coordinates property maintenance tasks with vendors, acts a liaison between tenants and 5 Years Experience City, coordinates security, ensures premises are maintain in conformance with appropriate regulations, coordinate vacancy of properties with acquisition and relocation consultants and handles eviction matters. SUBCONSULTANTS Our amazing subconsultant partners include the following firms and their indicated Key Staff. Each of these companies have proven experience and knowledge in their respective fields and were chosen based on their commitment to excellent delivery and years of successful collaboration with the Monument Team. 40% Sara Strader is the President of SLS Property Solutions, who have been providing property maintenance services for the City of Santa Ana and the surrounding area since 2013. Sarah has experience SARAH STRADER working with Caltrans, and Orange County Transportation Authority SLS Property Solutions and expertise in California Public Contract Code, Federal Transit Board Ups, Graffiti, and Authority, and Federal Highway Authority rules and regulations. Maintenance 55% Eric has over 11 years of experience in the demolition and � hazardous materials industry and holds a multitude of certifications �Qr ��usrWf24s related to construction safety and regulations, and hazardous ERIC CAIN waste mitigation. Eric has been a project manager and field super J&G Industires intendant for numerous projects in the City of Santa Ana and Demolition and Site Clearance surrounding areas. 50% Jack is experienced in managing projects that provide a wide r,A. GROUP DELTA spectrum of environmental services, most notably on large- scale construction projects. He offers expertise in construction -1nr-1< QArKWOOD compliance, site assessment, remediation, due diligence, and Group Delta hazardous waste disposal and management. He maintains positive Asbestos and Lead working relationships and has dealt proactively and effectively with multiple local, state, and federal regulatory agencies. �1/1lfa��aCe 50% Michael Cushner is responsible for the project coordination and technical thoroughness of Ninyo & Moore's asbestos and lead Geota0nlcal6 Eavinon mental Sciences Consultant& inspection surveys, moisture intrusion and indoor air quality MICHAEL S. CUSHNER, evaluations, aerially deposited lead subsurface evaluations, CAC, LRC I/A lead and asbestos abatement monitoring, and other hazardous Ninyo & Moore Asbestos an�tjAGCouncil materials sury s. W 187 5/17/2022 m onument 8 City of Santa Ana On Call Right -of -Way Services: Property Management C. UNDERSTANDING OF NEED The City of Santa Ana is seeking a professional consultant to coordinate and manage property management tasks with the City. Monument will provide post acquisition property management services during the transition from occupancy to demolition, including the coordination of utility connections and disconnections, preparing and facilitating short-term rental agreements, rent collections, providing eviction services, property maintenance and security, preparing and issuing notices to vacate in accordance with state law, coordination of final asbestos and lead surveys, and monitoring the demolition of structures and removal of underground storage tanks or other environmental concerns. Not only does Monument have a clear understanding of the City needs, we have over a decade of experience working directly with the City of Santa Ana delivering many projects. As mentioned in this proposal, many of our team have delivered projects and worked with the City, including Principal -in -Charge, Daniela Borbe. This direct experience working with the City of Santa Ana provides Monument valuable insight into the City's real estate and right-of-way needs. In particular, we understand the City is looking for a trusted Consultant that provides quality service, but also goes above and beyond in achieving the City's objectives as follows: Loca Monument's office and its Team are within short driving distance to the City and we know 0 the City and surrounding areas well. We believe this is vital to serve the City and community by providing quick response times for in -person meetings, walk-throughs, site inspections and City meetings. Monument understands the budget constraints the City faces, and will find cost -saving solutions to minimize overall project costs. As Daniela has demonstrated on past AT City projects, she is an out -of -the -box thinker and guides the City on matters that could have significant cost implications. ResponsivenesE Our clients feel valued and taken care of. We accomplish this through our responsiveness. Our Team is always on -call and we respond to our emails, calls and text 9 messages in a timely manner. In fact, we have an internal company policy that requires our team to respond within 2-4 business hours. Daniela and Curtis are the epitome of this policy and are p p p Y always quick to respond and take immediate action. The Monument Team are hands-on and takes great pride in providing the City with the highest level of service and attention. KnMIAlinn 4h9% Prnrncc Our first-hand knowledge and working relationship with City staff will make it easy to integrate quickly onto the City's projects and avoid any natural learning curve faced by our competitors. Monument can step in and make an immediate impact... and we will. We are keenly aware of the City's internal policies and procedures and know precisely what the City requires to process project issues. The Monument Team provides win -win solutions that accomplish the goals of the City while ensuring fairness to those impacted by the City's projects. Quality Assurance/Quality Contro. The Monument Team follows a quality control procedure for all activities including Property Management. Our procedure are documented and all staff are trained to run their tasks and delivery items though our QA/QC process. We are obsessed with quality and ensure our delivery meets the highest standards. City Council 28 — 188 5/17/2022 monument 9 City of Santa Ana On Call Right -of -Way Services: Property Management D. RELEVANT PROJECT EXPERIENCE Monument's team has been part of the Southern California business landscape for more than 25 years delivering right-of-way services, including property management, on hundreds of projects. Our Property Management Team has demonstrated experience protecting, maintaining and managing agency, city and county assets. Below we provide a list of recent clients and two project references which highlight our property management experience. AGENCY I PROJECTLU Bristol Street Widening Project, Phases 3A, 36, and 4 Daniela Borbe City of Santa Ana I Santa Ana, CA Kristine Sander Haben Woldemariam Lenwood Road Grade Separation Project San Bernardino County Transportation Authority I Barstow, CA Curtis Bibolet North First Avenue Bridge Replacement over BNSF Rail Yard City of Barstow I Barstow, CA Curtis Bibolet On -Call Property Management and Utility File Review Riverside County Transportation Commission I Riverside, CA Curtis Bibolet State Route 91 Corridor Improvement Project Kristine Sander Riverside County Transportation Commission I Riverside, CA Haben Woldemariam Calls Contento/Rancho California Road Roundabout Project Riverside County Transportation Department I Temecula Valley, CA Curtis Bibolet Mount Vernon Bridge Replacement San Bernardino County Transportation Authority I San Bernardino, CA Curtis Bibolet Various Projects, Community Redevelopment Agency of Los Angeles City of Los Angeles Los Angeles, CA Daniela Borbe Various Projects City of Long Beach I Long Beach, CA Daniela Borbe Centennial Corridor Improvement Project Daniela Borbe City of Bakersfield I Bakersfield, CA Haben Woldemariam ass IV NEW l��/i���i����i���■ ! REM RENEW City bun6l* 8 A 9. . r 111 ICAIT 11r%K1TAP1T SBCTA is slated to replace a nearly century old bridge that spans 1,100 DENNIS SAYLOR feet over the Burlington Northern Santa Fe rail yard in San Bernardino, and PROJECT MANAGER provides a vital connection between north and south San Bernardino. The t: 909.889.8611 existing bridge is structurally deficient with a sufficiency rating of 2/100 and e: dsaylor@gosbcta.com is in urgent need of replacement. The new Mount Vernon Avenue bridge will include two travel lanes in each direction, center median, sidewalks, a new DATE OF SERVICES bike lane and a new bridge that meets the latest structural safety and seismic 2018 - Ongoing standards. The program consists of 36 full take acquisitions of single family and multi - SERVICES PROVIDED family residential properties resulting in the displacement of 42 residential Project Management occupants. Additionally, the project required 15 partial acquisitions affecting Property Management commercial, industrial, residential, auto repair, motel and car wash properties Project Planning as well as the BNSF rail yard. Acquisition Relocation Curtis Bibolet, Monument's Property Management Manager, provided comprehensive interim property management services for 30 properties for two years while properties were being vacated prior to demolition. Curtis oon JECT COST was responsible for all board -ups, coordination of fencing for multiple $2.7 Million Right -of -Way Costs $2Million properties throughout multiple phases, and regular site inspections. The project experienced major issues with the homeless and crime during all phases of vacating the residents. Curtis was regularly coordinating with law enforcement to extract the homeless and secure the properties. Curtis was also responsible for the coordination of pre -demolition activities including lead testing and abatement and removal of hazardous materials. He also coordinated with all utility companies for the transfer and disconnection of utilities. Curtis also coordinated the removal of utility meters prior to the demolition of structures. Curtis and his Team successfully completed the interim property management of the project and maintained the project delivery schedule. City Council 28 — 190 5/17/2022 monument I• _-f_ CLIENT CONTACT The Bristol Street Corridor is a Major Arterial Highway as designated in the KENNY NGUYEN Orange County Master Plan of Arterial Highways. This four lane highway SENIOR CIVIL ENGINEER serves as a vital north -south transportation link in Central Orange County, t:714-647-5632 California which has regional as well as local significance. This public e: knguyen@santa-ana.org improvement project accomplished the widening of Bristol Street from four to six lanes to provide for additional capacity. This Highway has a high volume DATE OF SERVICES of motorists as well as bicyclists and pedestrian walkways. This project 2020 - Ongoing added a landscaped center median to provide safe mobility for all users, including pedestrians, bicyclists, transit riders, and motorists. The project involved both partial and full -take acquisitions and relocation of single-family oonXIM_n residences and many businesses. Project Management Project Planning Daniela Borbe was responsible forthe overall right-of-way project coordination Property Management and oversight which included property management. She actively managed Acquisition the program plan, acquisition and relocation essential to the widening of Relocation Bristol Street. Daniela and her Team were responsible for the ongoing interim property management which included both maintenance and management OVERSIGHT services. These included the following: Caltrans District 8 • Review of existing leases, licenses, franchises, easements, permits and other agreements and drafting of new agreements. TOTAL PROJECT COST Collection of rent and calculation of rental adjustments $3,950,000 Coordination with escrow companies for transfer of leases $61,590 Right -of -Way Costs Coordination of property maintenance with vendors. • Site inspections of properties. • Maintenance of tenant data base. • Coordination of utilities and removal of utility meters • Provide security services, board -ups, abatement, lead testing and demolition. • Coordination of evictions Daniela and the Team successfully delivered the property management program and maintained the greater project schedule. ti City Council 28 — 191 5/17/2022 monument 12 City of Santa Ana On Call Right -of -Way Services: Property Management E. REFERENCES Monument has established an impeccable reputation with our clients and we look forward to continuing our relationship with the City of Santa Ana. We have provided three references below and encourage you to call to hear about our performance. CITY OF MISSION VIEJC Project: La Paz Bridge / Roadway Widening Riverside County Transportation r^—mission Project: On -Call Property Management and Utility File Review SAN BERNARDINO COUNTY TPAAICPrIPTATIMI AIITWnPITV Project: Mount Vernon Bridge Replacement Project V ® Mark Chagnon mchagnon@cityofmissionviejo.org MISS10N VIEJ0 Hector Casillas po hcasillas@rctc.org Dennis Saylor Sb dsaylor@gosbcta.com cta ra '.1di.. C" t Section Two SCOPE OF SERVICES AND SCHEDULE 14 City of Santa Ana On Call Right -of -Way Services: Property Management A. SCOPE OF WORK Monument is prepared to handle interim property management activities as needed. Our property management staff have years of experience, providing Monument with long- term business relationships with local vendors to handle large or small maintenance issues and emergency repairs. Our Team has demonstrated experience with leasing and licensing and rent collection matters. Interim Property Management Tasks include the following: PROPERTY MANAGEMENT Monument will coordinate all of the property management tasks with City staff and the demolition contractor as deemed necessary. Monument shall provide post -acquisition property management services during the transition from occupancy to demolition. This includes the coordination of utility connections and disconnections, preparing and facilitating short-term rental agreements, rent collections, providing eviction services, property maintenance, and security, preparing and issuing notices to vacate in accordance with state law, coordination of final asbestos and lead surveys, and monitoring the demolition of structures and removal of underground storage tanks or other environmental concerns. Curtis and the Monument Team will inspect all City -owned properties and to confirm the tenancy of occupants. Monument's Property Management duties shall include but are not limited to: * Review existing leases, licenses, franchises, easements, permits, and other agreements for the City's properties. * Negotiate and draft new agreements or make revisions to existing agreements for approval by the City. * Collect rent and calculate tenant rental adjustments, increases, and operating expenses for approval by City. Calculate the market rent for holdover tenants for owners that will not vacate the property within 3 days after closure of escrow and provide rental agreements to be executed for both parties and include them in the escrow documents. * Coordinate with escrow companies for transfer of leases, security deposits, and rents prior to close of escrow. * Schedule, coordinate, and perform property maintenance tasks with qualified vendors. * Perform periodic site inspection visits for subject properties as required by the City to ensure site security from vandalism. * Meet and inspect the City properties post -acquisition to ensure conformance with appropriate regulations. * Prepare and submit weekly status reports for all properties being managed. Report shall include at a minimum, property address, owner's name, tenant's name and contract rent amount, notices, vacancy date and demolition. * Maintain and update tenant databases. * Coordinate with City's acquisition and relocation consultant for post -acquisition Property Management of City properties. * Act as Property Management Liaison between the tenants and City. City Council 28 — 194 5/17/2022 monument 15 City of Santa Ana On Call Right -of -Way Services: Property Management * Coordinate with all utility companies for transfer and disconnection including but not limited to City Water Department, SCE, Gas Company, Waste Management, and cable and telephone utilities. * Coordinate the removal of meters with utility companies in a timely manner to ensure scheduled demolition of structures. * Provide security services as needed. * Provide comprehensive maintenance services including the yard and site maintenance. * Coordinate vacancy of the properties with acquisition/relocation consultant. * Coordinate fencing and boarding up of buildings after vacancy as necessary for security prior to demolition. * Arrange for board up if there was any break-in of the original board up. * Coordinate and provide access to properties, with demolition contractors. * Coordinate eviction of tenants, if necessary, with City staff. * Coordinate with escrow companies for transfer of tenant information upon closure of escrow. TRUST ACCOUNT Monument will establish a separate checking account in the name of City and Monument with the City to be co-owner of the account and have full access at a bank approved by City and conform to the following policies: * At the creation of the account, Monument will document all tenancies that currently exist at City - owned properties and provide the following information for each: tenant name, monthly rent amount, security deposit amount, beginning date of tenancy, and ending date of tenancy. This report will be updated monthly to reflect any new tenants. * Within three (3) days of receipt, Consultant shall deposit all proceeds received on behalf of City into account, including but not limited to rent, security deposits, and any amount that may become due by tenants. * Funds may only be withdrawn by Monument to pay property management -related expenditures, including without limitation repairs, utilities, and maintenance, in an amount up to $1,000. Expenditures in excess of $1,000 must be approved by City. * Non -emergency expenditures above $1,000 must be bid competitively to ensure property management funds are spent efficiently. The operating reserve amount in the account shall be $5,000 per parcel. Monument will remit funds above the operating reserve amount after subtracting the projected expenses on a monthly basis. The funds will be remitted by Monument to the City via ACH or wire within fifteen (15) days of the most recently completed month. On a monthly basis, the Consultant will remit an itemized statement identifying revenues and expenditures collected and/or incurred during the period as requested. * All expenditures, regardless of the amount, will be supported by an itemized invoice that tracks expenditures by tenant and corresponding City approval if applicable. * Changes to the rental information, such as the addition of tenants, and/or rental termination, must be approved by the Public Works Agency. Within ten (10) days of such approval, Monument will confirm all changes in writing to City's Public Works and Finance and Management Agencies. City Council 28 — 195 5/17/2022 monument 16 City of Santa Ana On Call Right -of -Way Services: Property Management * Monument will maintain books and records in compliance with generally accepted accounting principles. On a monthly basis or upon City's request, Monument will provide rental income by tenant (identify property address) and expenditures by category (e.g., utilities, maintenance, property management fees, etc.) * Monument will make available all books and records related to the services provided to City Finance staff or an independent Certified Public Accounting firm acting on behalf of City. WEEKLY STATUS REPORTS Monument will provide to the City weekly status reports relating to the management and operation of the premises for the preceding calendar week. These documents will include the following, but are not limited to: * Proper records with respect to leasing, management, and operation of the premises (i.e. receipts, disbursements, etc.) * Contractor competitive bids * Tenant information, owner's information, beginning date of tenancy, ending tenancy and vacate date, rent amount, security deposit, past due rents, 90-day notice dates, fencing, board up, testing dates, utility shut offs and meter removal dates. * Status report including inspection dates and any action items needed during the inspection and follow-up of the action items. B.SCHEDULE Upon notice to proceed, we will provide a schedule based on the task required. The schedule is an integral part of Monument's management team to manage our client's projects. It is integrated with budget, resources, scope, and quality requirements to produce a virtual model of the project execution plan to guide the team to the finish line. We utilize scheduling software, such as Microsoft Project and Primavera 6, to manage, monitor and ensure the team is performing efficiently and the property management process is on track. City Council 28 — 196 5/17/2022 monument Section Three FEE SCHEDULE Please see separately sealed package for Monumentu; Fee Schedule Section Four CERTIFICATIONS AND RESUMES Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance 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 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. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are ��false certification may subject the certifier to criminal prosecution. Signed State of California County of Orange Subscribed and sworn to (or affirmed) before me on this 9 day of March , 2022 by Amber Costello , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Please Find Notarized Document in Original Bound Copy of Proposal Notary Public Signature Notary Public Seal Citv Council 28 — 199 5/17/2022 City of Santa Ana RFP 21-131 Page A3-1 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal 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, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Sign Monument ROW. Inc. Title President Date March 10, 2022 Citv Council ?P, — 200 5/17/2022 City of Santa Ana RFP 21-131 Page A3-2 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant 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 Consultant 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 Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant 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 Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant 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 Consultant 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 Consultant'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 Consultant 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. 7. The Consultant 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 Citv Cnunnil 28 — 2Q1 5/17/2022 City of Santa Ana RFP 21-131 Page A3-3 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 Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant 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 consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: ' • Title: President Firm: Monument ROW, Inc. Date: March 10, 2022 Citv Council 2P3 — 2()2 5/17/2022 City of Santa Ana RFP 21-131 Page A3-4 Local Assistance Procedures Manual Exhibit 10-01 Consultant Proposal DBE Commitment EXHIBIT 10-01 CONSULTANT PROPOSAL DBE COMMITMENT 1. Local Agency: City of Santa Ana 3. Project Description 2. Contract DBE Goal: City of Santa Ana On -Call Right of Way Services: Property Management 4. Project Location: City of Santa Ana 5. Consultant's Name: Monument ROW, Inc. 6. Prime Certified DBE: 7. Description of Work, Service, or Materials 8• DBE Certification 9. DBE Contact Information 10. DBE % Supplied Number On -Call Right of Way Services: g y Monument ROW, Inc. 200 Spectrum Center, Suite 300 Property Management p y g 46456 Irvine, CA 92618 562.260.0507 100 Local Agency to Complete this Section 17. Local Agency Contract Number: 11. TOTAL CLAIMED DBE PARTICIPATION 18. Federal -Aid Project Number: 100 19. Proposed Contract Execution Date: 20. Consultant's Ranking after Evaluation: IMPORTANT: Identify all DBE firms being claimed for credit, Local Agency certifies that all DBE certifications are valid and information on regardless of tier. Written confirmation of each listed DBE is regar this form is complete and accurate. 3/10/2022 13. Date Amber Costello 562.260.0507 14. Preparer's Name 15. Phone President 16. Preparer's Title DISTRIBUTION: Original — Included with consultant's proposal to local agency. ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654- 3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. LPP 18-01 City Council 28 — 203 5/17/2022 Page 1 of January 2019 Local Assistance Procedures Manual Exhibit 10-01 Consultant Proposal DBE Commitment INSTRUCTIONS — CONSULTANT PROPOSAL DBE COMMITMENT CONSULTANT SECTION 1. Local Agency - Enter the name of the local or regional agency that is funding the contract. 2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement. 3. Project Location - Enter the project location as it appears on the project advertisement. 4. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc.). 5. Consultant's Name - Enter the consultant's firm name. 6. Prime Certified DBE - Check box if prime contractor is a certified DBE. 7. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant's own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms. 8. DBE Certification Number - Enter the DBE's Certification Identification Number. All DBEs must be certified on the date bids are opened. 9. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also, enter the prime consultant's name and phone number, if the prime is a DBE. 10. DBE % - Percent participation of work to be performed or service provided by a DBE. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation. 11. Total Claimed DBE Participation % - Enter the total DBE participation claimed. If the total % claimed is less than item "Contract DBE Goal," an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM). 12. Preparer's Signature - The person completing the DBE commitment form on behalf of the consultant's firm must sign their name. 13. Date - Enter the date the DBE commitment form is signed by the consultant's preparer. 14. Preparer's Name - Enter the name of the person preparing and signing the consultant's DBE commitment form. 15. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 16. Preparer's Title - Enter the position/title of the person signing the consultant's DBE commitment form. LOCAL AGENCY SECTION 17. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 18. Federal -Aid Project Number - Enter the Federal -Aid Project Number. 19. Proposed Contract Execution Date - Enter the proposed contract execution date. 20. Consultant's Ranking after Evaluation — Enter consultant's ranking after all submittals/consultants are evaluated. Use this as a quick comparison for evaluating most qualified consultant. 21. Local Agency Representative's Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate. 22. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative. 23. Local Agency Representative's Name - Enter the name of the Local Agency Representative certifying the consultant's DBE commitment form. 24. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 25. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the consultant's DBE commitment form. LPP 18-01 City Council 28 — 204 5/17/2022 Page 2 of January 2019 DANIELA BORBE PRINCIPAL IN CHARGE 20 YEARS EXPERIENCE �IEDUCATION BACHELORS DEGREE Public Administration, Babes Bolyai University, Romania ti LICENSES a= REAL ESTATE SALESPERSON State of California CA#01511932 NOTARY PUBLIC State of California ■ AFFILIATIONS IRWA International Right -of -Way Association WTS Women's Transportation Seminar FUN FACT! monument Daniela has over 20 years of industry experience and possesses an extensive knowledge of all aspects of the real estate and right-of-way process. Over the span of her career she has managed numerous projects and successfully completed over 5,000 acquisitions and relocations for public improvement projects. She is responsible for the management of her acquisition and relocation staff and the budget and critical paths for each of her team's projects. Daniela is knowledgeable in Federal, State and local laws, regulations, and policies related to eminent domain, easements, rights of entry, and other right-of-way technical and legal activities involved with the formal process of acquiring right-of-way. PROJECT EXPERIENCE BRISTOL STREET WIDENING PROJECT, VARIOUS PHASES City of Santa Ana I Santa Ana, CA As Property Management Manager for multiple phases of the Bristol Street Widening Project, Daniela provided property management and maintenance management for the project. Daniela procured the most qualified subconsultants and worked with the City for approval of all vendors. Daniela was responsible for management of hazardous materials abatement, trash abatement, demolition, security, weed abatement, lot clearance and property maintenance. Daniela was responsible for leasing and rent collection as needed. CENTENNIAL CORRIDOR PROJECT City of Bakersfield I Bakersfield, CA Daniela was responsible for the property management of hundreds of residences, commercial properties and vacant lots. This freeway expansion project involved over 450 property acquisitions of mostly single-family residences. As the Property Management Manager, Daniela was responsible for the selection and management of vendors for hazardous abatement, trash abatement, weed abatement and lot clearance. She managed a security company and significant transient problem. Daniela also managed the leasing and property maintenance of over 100 residences in various phases of demolition. She was responsible for the collection of rents and eviction process throughout the life of the project. VARIOUS PROJECTS City of Long Beach I Long Beach, CA Daniela was the go -to Property Manager for the City of Long Beach for over ten years. She managed a large property profile of leases and rentals and implemented and managed a rent collection program. She worked closely with the Property Maintenance Manger to ensure all rentals were properly maintained and met all requirements of sanitary and safety. Daniela came to America from VARIOUS PROJECTS, COMMUNITY REDEVELOPMENT AGENCY OF LOS ANGELES her native country Romania and (CRA/LA) jumped right into the world of City of Los Angeles I Los Angeles, CA right-of-way. After a brief stint Daniela was responsible for the property management of hundreds of residences, commercial selling corduroys at JCPenney, properties and vacant lots. CRA/LA property management involved hundreds of properties she took a job at a local right- including large apartment complexes, commercial buildings and single-family residences. of -way company answering As the Property Management Manager, Daniela was responsible for the selection and phones even though she barely management of vendors for hazardous abatement, trash abatement, weed abatement and lot spoke English. Through hard clearance. She managed a security company and significant transient problem. Daniela also work and perseverance, she managed the leasing and property maintenance of commercial buildings and residences for the grew into the fierce professional redevelopment program. She was responsible for the collection of rents and eviction process that she is tod(Mty Council 28 - 205 5/17/2022 CURTIS BIBOLET, SR/WA, R/W-AMC PROPERTY MANAGEMENT MANAGER m onument Curtis is a certified right-of-way professional and possesses an abundance of transactional real estate, utility relocation, and property management expertise. He has managed thousands of properties throughout California utilizing best practices, regulatory procedures, and logistics for utility relocation and property management. He has worked with a large range of public and private agencies. Curtis provides oversight and quality assurance and is focused on maximizing revenue, clearing encroachments, and mitigating utility conflicts for his clients. 13 YEARS IN THE INDUSTRY ^� EDUCATION BACHELORS DEGREE Communication Studies, Minor in Business, University of Idaho LICENSES SENIOR RIGHT-OF-WAY AGENT (SR/WA) International Right -of -Way Association RIGHT-OF-WAY ASSET MANAGEMENT (R/W-AMC) International Right -of -Way Association REAL ESTATE SALESMAN State of California CA#02008725 /AJJIMLrifilILS 000 `Ql� INTERNATIONAL RIGHT-OF-WAY ASSOCIATION (IRWA) FUN FACT! Curtis is a boating enthusiast even though his acronym for BOAT means "Bust Out Another Thousand." He is exceptional at producing large crawfish boils and his favorite food is creole. He played football in college and married his college sweetheart. PROJECT EXPERIENCE MT. VERNON BRIDGE REPLACEMENT PROJECT San Bernardino County Transportation Authority (SCBTA) I San Bernardino, CA The Mt. Vernon Bridge over BNSF Intermodal Yard Replacement is a $140 million Design -Build project owned by SBCTA involving the demolition of the existing bridge and construction of a new bridge over 1,000' in length. Curtis provided Property Management services including oversight of board -ups, fencing, and engaging law enforcement to remove trespassers and homeless on approximately 30 properties. He also coordinated testing for lead paint and managed all property maintenance subconsultants. Curtis also handled utility coordination involving 17 utility companies. Curtis was responsible for preparation of Notices to Owners for the 10 facilities in conflict, drafted a utility agreement, and coordinated 30 potholes. Funding sources and stakeholders include Federal Highway Administration, Federal Highway Bridge Program, Caltrans, and BNSF Railway. PROPERTY MANAGEMENT ON -CALL CONTRACT Riverside County Transportation Commission (RCTC) I Riverside, CA As Property Management Lead, Curtis managed all activities and vendors performing weed abatement, hazardous material abatement, trash abatement, and homeless encampment abatement. He also provided a full detailed review of over 600 licenses, leases, and easements in existence along a 38-mile railroad corridor for the Commission. The process includes reviewing the documents, performing site visits to verify facilities, identifying contractual deficiencies, identifying unauthorized encroachments, and recommending and implementing resolutions while monitoring and updating project databases. Other tasks involve creating new licenses for private -use owners and developing master license agreements or utility companies. SR-55 IMPROVEMENT PROJECT Orange County Transportation Authority (OCTA) I Orange, CA The SR-55 project spans the 1-5 to the SR91 adding general-purpose and auxiliary lanes in each direction at strategic locations along SR-55. Curtis worked with the design team to identify utility conflicts and prepare relocation estimates for facilities in conflict, culminating in Caltrans Right of Way Data Sheets for each design alternative. City Council 28 — 206 5/17/2022 UNDERSTANDS THE IMPORTANCE OF PROPERTY TZ MANAGEMENTAND RIGHT OF WAY UTILITY RELOCATION WIZARD Q A HANDS ON MANAGER A GUY YOU LIKE TO WORK WITH! MASTER OF FEDERAL AND STATE LAW CURTIS' EXPERIENCE CONTINUED LENWOOD ROAD GRADE SEPARATION PROJECT San nernaraino County Transportation Authority (SBCTA) I Barstow, CA For this grade separation project, Curtis provided property management services including oversight for demolition, clearance, and hazardous abatement for 15 structures. Curtis provided property management services and managed all property maintenance subconsultants during both the Preliminary Engineering and Environmental Document and Final Design phases. The Pro] ect's purpose was to construct an overpass over the BNSF railroad. NORTH FIRST AVENUE BRIDGE REPLACEMENT OVER BNSF RAIL YARD City of Barstow I Barstow, CA Utilizing Caltrans Highway Bridge funds, the City is replacing the bridge to correct structural deficiencies. Curtis provided utility coordination services for 28 utility conflicts in the original design and ultimately coordinated relocations for 11 facilities. Utilities affected included City of Barstow sewer, Golden State Water, Southwest Gas, Edison, Time Warner Cable, and Verizon. Curtis managed all property management and maintenance for the project, procured the most qualified abatement and demolition providers and worked with the City for approval of all vendors. He also provided cost estimates for the utility relocations for the Caltrans Right of Way Data Sheet and certification package. 1-5 IMPROVEMENT PROJECT Orange County Transportation Authority I Orange, CA This 9-mile highway corridor improvement project improves the 1-5 between the 1-405 and SR-55, Curtis identified right-of-way and utility impacts associated with two build alternates. Based on the preliminary geometric plans, Curtis prepared Caltrans Right of Way Data Sheets for review and approval by OCTA and Caltrans District 12. He prepared a detailed scope, schedule, and estimated cost of utility relocations. Curtis identified low and high -risk utility areas within the project limits which may be subject to the requirements of the California Public Utility Commission General Order 131-D. CALLE CONTENTO/RANCHO CALIFORNIA ROAD ROUNDABOUT PROJECT Riverside CountyTransportatlon uepartment I Iemecula Valley, CA The Temecula Valley Wine Country Community Plan adopted by the Riverside County Board of Supervisors includes the implementation of roundabouts at five intersections across four miles of Rancho California Road between Butterfield Stage Road and Glenoaks Road. Curtis provided property management and utility coordinator services as the subconsultant to the design engineer. Curtis was responsible for collection of the as -built plan, created a utility conflict matrix, reviewed utility exhibits, and drafted license agreements. In the absence of a Construction Manager for this project, as Utility Coordinator, Curtis was engaged during construction phase and coordinating with the contractor and affected utility agencies. City Council 28 — 207 5/17/2022 KRISTINE SANDER PROPERTY MANAGEMENT COORDINATOR 6 YEARS EXPERIENCE EDUCATION a� I BACHELORS DEGREE Human Development and Family Services, Oregon State University, Corvallis, OR ■ LICENSES REAL ESTATE SALESMAN State of California (Pending) NOTARY PUBLIC State of California (Pending) monument Kristine has 6 years of experience in many aspects of the professional real estate industry. Her role as a project coordinator has contributed to her expertise and knowledge of project disciplines including disseminating project information, project management, developing and maintaining project deliverables under the direction of the project manager and client. Her responsibilities include coordinating project materials and research, generating schedules reports, managing meeting minutes, updating project information, scheduling meetings, and other project related events. PROJECT EXPERIENCE INTERSTATE 405 IMPROVEMENT PROJECT Orange County Transportation Authority I Santa Ana, CA 12015 - Ongoing Kristine is a project coordinator providing administrative support to the Project Manager for this design -build project that will widen approximately 16 miles of active freeway between SR-73 in Costa Mesa and 1-605 near the L.A. County line. The project involves more that 250 properties. Kristine was involved in the preparation of project reports, property research and complication of parcel information. STATE ROUTE 55 IMPROVEMENT PROJECT Orange County Transportation Authority I Santa Ana, CA 12018 - Ongoing Kristine's role includes project coordination, preparation of offer packages, coordinating and ordering appraisals, completing escrow and title coordination, market research, progress report preparation and file documentation. AFFILIATIONS CALIFORNIA HIGH-SPEED RAIL PROJECT California High -Speed Rail Authority I Fresno, CA 12019 - Ongoing IRWA International Right -of -Way Kristine is part of the consultant team providing right-of-way support on Construction Package Association 1, a 23-mile segment between Avenue 19 in Madera County to East American Avenue in Fresno WTS County. She manages an intense conveyance and permit process for the Authority preparing Women's Transportation and tracking over 1000 conveyance packages including coordination with owners, utilities and Seminar stakeholders. BRISTOL STREET WIDENING City of Santa Ana I Santa Ana, CA 12018 - 2019 FUN FACT! Kristine assisted with executing rental agreements, rent collections, property maintenance, conducted property & vacancy inspections, coordinating utility shut -offs, conducting fair market rate studies and more. She also acted as liaison between City staff, vendors, tenants Kristine loves the ocean. Most and various other entities. of her travels include sand, an umbrella and the sea. From a STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT young age she was fascinated Riverside County Transportation Commission I Riverside, CA 12015 - 2019 by the ocean and whales and Kristine assisted with executing rental agreements, rent collections, property maintenance, she dreamed of owning her tenant disputes, oversight of vendors, and tenant screening. She provided oversight of own orca. Thankfully, she did monthly maintenance, debris removal, weed and graffiti abatement and assisted in overseeing not pursue ownership of a killer environmental remediation, security services, tenant improvements and repairs, fencing, board - whale! In her spare time she up and locksmith services, paving and striping and hazardous waste removal. reads at least one book per week and Iov Cft� bunCll 28 — 208 5/17/2022 HABEN WOLDEMARIAM AGENT / FIELD INSPECTOR 5 YEARS EXPERIENCE monument Haben has been in the right-of-way business for over 5 years and has developed into a multi -tasking, utility player. He is experienced in property management, relocation, acquisition, and project controls. Haben is a determined and quick learner which has excelled him quickly within our industry. Given his tech savvy ability, he jumped into development, implementation and controlling of project schedules and budgets and provides risk analysis, reporting and property analysis to Monument projects. He is also experienced in organization and management of a high volume of properties. PROJECT EXPERIENCE EDUCATION CALIFORNIA HIGH-SPEED RAIL PROJECT a� I COURSEWORK California High -Speed Rail Authority Fresno, CA 2016 - Ongoing California State Polytechnic Y � � 9 9 University, Pomona, CA The California High -Speed Rail Authority is responsible for planning, designing, building, and operating the first high-speed rail system in the nation. As an Agent, Haben provided relocation — assistance to numerous businesses and various residential tenants. Responsibilities included ■ LICENSES communication with the client and tenant's attorneys, coordination with contractors to obtain accurate estimates, preparation and review of relocation claims and notices. Additional REAL ESTATE SALESMAN responsibilities included reviewing leases and F&E ownership, coordination of acquisition of State of California CA#02138220 F&E with Senior Agents, reviewing appraisals and other related documents and reports. NOTARY PUBLIC art of the consultant team State of California Most recently, Haben is a p providing right-of-way support on Construction Package 1, a 23-mile segment between Avenue 19 in Madera County to East American Avenue in Fresno County. Haben manages an intense conveyance and permit AFFILIATIONS process for the Authority, preparing and tracking over 1000 conveyance packages including IRWA coordination with owners, utilities, and stakeholders. International Right -of -Way Association CENTENNIAL CORRIDOR IMPROVEMENT PROJECT WTS City of Bakersfield I Bakersfield, CA 12016 - 2020 Women's Transportation The City of Bakersfield, in cooperation with Caltrans, is building a new east -west transportation Seminar corridor for SR-58, providing a continuous alignment from SR-99 to 1-5. Haben handled all aspects of Property Management including executing rental agreements, rent collection, back rent collection, property maintenance, liaison between City, vendors, tenants, owners & other entities for over 215 commercial & residential parcels. He accurately maintained and constantly FUN FACT! updated tenant data for over 550 units, supervised lien noticing and subsequent lien sales until complete vacancy of all units. Haben grew -up in Ulm, Germany which just so happens to be the As an Agent, Haben provided relocation assistance to affected businesses, as well as hometown of Albert Einstein. A coordination of F&E ownership. Additional responsibilities included, preparing and reviewing world traveler, Haben has visited status reports and preparing relocation claims, working with contractors to obtain accurate more countries in the world than estimates identified in appraisals. he has visited states within the U.S. Strangely, he has never BRISTOL STREET WIDENING visited the state of Colorado City of Santa Ana I Santa Ana, CA 12018 - 2019 Haben assisted with executing rental agreements, rent collections, property maintenance, even though he na diehard conducted property and vacancy inspections, coordinating utility shut -offs, conducting fair Denver Broncos fan. . market rate studies and more. He also acted as liaison between City staff, vendors, tenants and various — City Council 22 THANK YOU FOR YOUR CONSIDERATION monumentrow. corn 2 u U 6 P C li i R U IVI C; C IV I C R i 6 U I I C 6 U U i I R Ni I IV C, 6 H u 2 6 1 6 EXHIBIT C City Council 28 — 211 5/17/2022 onument ON CALL RIGHT-OF-WAY SERVICES: PROPERTY MANAGEMENT RFP# 21-131 SECTION THREE: FEE PROPOSAL PREPARED BY: MONUMENT 200 Spectrum Center, Suite 300 Irvine, CA 92618 Ph: 800.577.0109 www.monumcnt.,c,.,.,.com PREPARED FOR CITY OF SANTA ANA ATTN: Kenny Nguyen Public Works Agency; M-36 20 Civic Center Plaza, Ross Annex Santa Ana, CA 92701 SUBMITTED ON MARCH 10, 2022 Section Three FEE SCHEDULE m MONUMENT RIGHT-OF-WAY 2022 HOURLY RATE SCHEDULE Property Management Program Manager / Principal $249.87 per hour Property Management - Principal in Charge $192.52 per hour Property Management Manager $151.81 per hour Property Inspector $73.99 per hour Property Management Coordinator $52.51 per hour Project Support Specialist $65.63 per hour ESTIMATED HOURS PER TASKIPER UNIT Estimated Hours Task PIC PM Property PM Project Manager Inspector Coordinator Support Property Management 1-2 2-5 8-12 Administration 1-2 16 20-60 Property Inspections 1-2 4-8 5-10 5-10 Property Maintenance/Repairs 2-5 24-32 40-50 4-8 Demolition Coordination Assumptions: 1) The above hourly rates and estimate hours represents tasks and activities to be performed by Monument and excludes vendor expenditures for board -ups, weed abatement, graffiti removal, fencing, maintenance, repairs, asbestos assessments and abatement, demolitions, permitting, etc. Monument will obtain at least 2 quotes at the time these services are required for the City's approval. 2) The above estimated hours per task assumes a four month duration for property management services. The above hourly rates are exclusive of local travel/mileage, photocopying, first class postage and overnight courier service. These expenses including out-of-pocket expenses such as pre -approved travel and lodging, outside exhibit preparation, requested overnight courier or registered and/or certified mail (return receipt requested) charges, and specialty reproduction (unless otherwise specified) are in addition to the contract City Council 28 — 214 5/17/2022 M amount and will be charged at cost plus ten percent (+10%) for administration, coordination, and handling. Subcontracted services, other than those listed above, will be invoiced at cost plus ten percent (+10%). In the event Monument is required to perform any act in relation to litigation arising out of any project with the Client (for example, expert consulting, responding to a complaint, or proceeding with discovery and trial), such services are not par[ of this contract, nor are they part of our normal fees. If required, these types of services will be invoiced at two times the regular hourly rates. In the event this contract extends twelve (12) months beyond the initial date of execution, the hourly rates and any remaining amount in the contract shall be adjusted upwardly by five percent (5%) per annum, compounded annually, on the anniversary date of this contract. Written communication services in other languages would be an additional cost and would be billed separately based on quoted hourly rates by independent translation services. Verbal communication in Spanish, if necessary, will be included at no additional charge. Monument will submit monthly invoices for the professional and trade services rendered based on the hourly rate schedule provided above. The client shall promptly pay the uncontested amount due within no more than thirty (30) days after receipt of invoice. Upon completion of services, the remaining unbilled amount of the project balance shall become immediately due and payable. City Council 28 — 215 5/17/2022 Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal EXHIBIT 10-H2 COST PROPOSAL Consultant: Monument ROW, Inc. E PrimeConsultant Q Subconsultant ©ndTier Subconsultant Project No. On -Call R/W: Property Management Contract No. RFP No.:21-131 Participation Amount $ Date: 3/9/22 For Combined Rate Fringe Benefit %+General & Administrative % = Combined 110.00% BILLING INFORMATION Fee = 10 % CALCULATION INFORMATION Name/Classification Loaded Hourly Billing Rates Straight Overtime Effective Date of Hourly Rate From To o% Escalation Increase Actual Hourly Rate and/or Average Hourly Rate Hourly Range for Class Joey Mendoza Program Manager / Principal $ 249.87 N/A 4/1/22 6/30/22 $ 108.17 $ 257.37 N/A 7/1/22 6/30/23 3.00% $ 111.42 $ $ $ 265.09 N/A 7/1/23 6/30/24 3.00% $ 114.76 $ $ $ 273.04 N/A 7/1/24 6/30/25 3.00% $ 118.20 $ $ $ 281.23 N/A 7/1/25 6/30/26 3.00% $ 121.75 $ $ Daniela Borbe Principal -in -Charge $ 192.52 N/A 4/1/22 6/30/22 $ 83.34 $ 198.29 N/A 7/1/22 6/30/23 3.00°% $ 85.84 $ $ $ 204.24 N/A 7/1/23 6/30/24 3.00% $ 88.42 $ $ $ 210.37 N/A 7/1/24 6/30/25 3.00% $ 91.07 $ $ $ 216.68 N/A 7/1/25 6/30/26 3.00% $ 93.80 $ $ Curtis Bibolet Property Management Manager $ 151.81 N/A 4/1/22 6/30/22 $ 65.72 $ 156.37 N/A 7/1/22 6/30/23 3.00°% $ 67.69 $ $ $ 161.06 N/A 7/1/23 6/30/24 3.00% $ 69.72 $ $ $ 165.89 N/A 7/1/24 6/30/25 3.00% $ 71.81 $ $ $ 170.87 N/A 7/1/25 6/30/26 3.00% $ 73.97 $ $ Tim McCloud Property Inspector $ 73.99 N/A 4/1/22 6/30/22 $ 32.03 $ 76.21 N/A 7/1/22 6/30/23 3.00°% $ 32.99 $ $ $ 78.50 N/A 7/1/23 6/30/24 3.00% $ 33.98 $ $ $ 80.85 N/A 7/1/24 6/30/25 3.00% $ 35.00 $ $ $ 83.28 N/A 7/1/25 6/30/26 3.00% $ 36.05 $ $ Kristine Sander Property Management Coordinator $ 52.51 N/A 4/1122 6/30/22 $ 22.73 $ 54.08 N/A 7/1/22 6/30/23 3.00% $ 23.41 $ $ $ 55.70 N/A 7/1/23 6/30/24 3.00% $ 24.11 $ $ $ 57.38 N/A 7/1/24 6/30/25 3.00% $ 24.84 $ $ $ 59.10 N/A 7/1/25 6/30/26 3.00% $ 25.58 $ $ Tiffany McCloud Property Support Specialist $ 65.63 N/A 4/1/22 6/30/22 $ 28.41 $ 67.60 N/A 7/1/22 6/30/23 3.00% $ 29.26 $ $ $ 69.62 N/A 7/1/23 6/30/24 3.00% $ 30.14 $ $ $ 71.71 N/A 7/1/24 6/30/25 3.00% $ 31.04 $ $ $ 73.86 N/A 7/1/25 6/30/26 3.00% $ 31.98 $ $ $ - N/A 4/1/22 6/30/22 $ - $ $ N/A 7/1/22 6/30/23 3.00% $ $ $ $ N/A 7/1/23 6/30/24 3.00% $ $ $ $ N/A 7/1/24 6/30/25 3.00°% $ $ $ $ N/A 7/1/25 6/30/26 3.00% $ $ $ $ N/A 4/1/22 6/30/22 $ $ $ N/A 7/1/22 6/30/23 3.00% $ $ $ $ N/A 7/1/23 6/30/24 3.00% $ $ $ $ N/A 7/1/24 6/30/25 3.00°% $ $ $ $ N/A 7/1/25 6/30/26 3.00% $ $ $ $ N/A 4/1/22 6/30/22 $ $ $ N/A 7/1/22 6/30/23 3.00% $ $ $ $ N/A 7/1123 6130/24 3.00% $ $ $ N/A 7/1/24 6/30/25 3.00°% $ $ $ $ N/A 7/1/25 6/30/26 3.00% $ $ $ $ N/A 4/1/22 6/30/22 $ $ $ N/A 7/1/22 6/30/23 3.00% $ $ $ $ N/A 7/1123 6130/24 3.00% $ $ $ $ N/A 7/1/24 6/30/25 3.00% $ $ $ $ N/A 7/1/25 6/3 3.00% $ $ $ N/A 4/1/22 6/3 $ $ N/A 7/1/22 6/30/23 3.00% $ $ $ Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal EXHIBIT 10-H2 COST PROPOSAL Consultant: Monument ROW, Inc. E Prime Consultant Q Subconsultant ©ndTier Subconsultant Project No. On -Call R/W: Property Management Contract No. RFP No.:21-131 Participation Amount $ Date: 3/9/22 For Combined Rate Fringe Benefit %+General&Administrative % = Combined 110.00% BILLING INFORMATION Fee = 10 CALCULATION INFORMATION Name/Classification Loaded Hourly Billing Rates Effective Date of Hourly Rate % Escalation Increase Actual Hourly Rate and/or Average Hourly Rate Hourly Range for Class Straight Overtime From To $ N/A 7/1/23 1 6/30/24 3.00% $ $ $ $ N/A 7/1/24 6/30/25 3.00 % $ $ $ $ N/A 7/1/25 6/30/26 3.00% $ $ $ City Council 28 — 217 5/17/2022 Local Assistance Procedures Manual EXHIBIT 10-H2 Consultant Project No EXHIBIT 10-H2 COST PROPOSAL ❑ Prime Consultant ❑ Subconsultant ❑ 2nd Tier Subconsultant Contract No. Date: SCHEDULE OF OTHER DIRECT COST ITEMS (Add additional pages as necessary) Description of Item Quantity Unit Unit Cost Total Mileage Costs 3000 $ 0.57 $ 1,695.00 Equipment Rental and Supplies $ - $ - Permit Fees $ - $ - Plan Sheets $ - $ - Test Vehicle $ - $ - Subconsultant 1: $ - $ - Subconsultant 1: $ - Subconsultant 2: $ - Subconsultant 3: $ - Subconsultant 4: $ - Subconsultant 5: $ - NOTES: 1. List direct cost items with estimated costs. These costs should be competitive in their respective industries and supported with appropriate documentations. 2. Proposed ODC items should be consistently billed regardless of client and contract type. 3. Items when incurred for the same purpose, in like circumstance, should not be included in any indirect cost pool or in the overhead rate. 4. Items such as special tooling, will be reimbursed at actual cost with supporting documentation (invoice) 5. Items listed above that would be considered "tools of the trade" are not reimburseable as other direct cost. 6. Travel related costs should be pre -approved by the contracting agency and shall not exceed current State Department of Personnel Administration rules. City Council 28 — 218 5/17/2022 Cost Proposal California Safe Harbor Indirect Cost Rate Program Consultant Firm Certification of Eligibility and Certification of Financial Management System Consultant Firm Name Monument ROW, Inc Local Agency (if applicable) Contract Number / Federal Project Number Contract Total $ For Subconsultant Firms - estimated % of work to be performed ✓• Safe Harbor Indirect Cost Rate (SHR): Home: 120% and/or Field: 90% Field SHR will be utilized for contracts where the work deliverables are not completed from the consultant offices (i.e. Construction Inspection, Material Testing, Sources Inspection, others). Consultant Firm Certification of Eligibility I, the undersigned, certify that I am eligible to use the Safe Harbor indirect cost rate as I: 1. Am not a Prime Consultant Firm on a Caltrans contract > $3.5M, or Local Government contract > $1 M, regardless of the participation amount. 2. Have not used SHR for more than three (3) years since entering the program on a state or federally funded contract. AND 1. Do not have relevant contract cost history to use as a base for developing a Federal Acquisition Regulations (FAR) of Title 48, Code of Federal Regulations (CFR), Part 31 compliant ICR. 2. Do not have a previously accepted ICR by a cognizant agency, or with an audited/accepted actual ICR, and do not have an existing contract with a provisional rate. Certification of Financial Management System I, the undersigned, certify that our financial management system in place for this contract and moving forward meets the standards for the Safe Harbor indirect cost rate requirements and financial reporting, accounting records, internal and budget control as set forth in 2 CFR 200, Subpart D. These standards require consulting firms have an accounting system SHR Form ty ounce 28 - 219 5/17/2022 California Safe Harbor Indirect Cost Rate Program adequate to accumulate, and track allowable, allocable, and reasonable direct labor and other direct costs by contract; segregate indirect costs and remove unallowable costs. Print Name Signature (Electronic Signature All Title President Date Completed 3IQ//2Q22zl Note: The certification of this Safe Harbor Rate was made by, and are the responsibility of, the Company's management. Definition of Terms Direct Cost is any cost that is identified specifically with a particular cost objective. Direct costs are not limited to items that are incorporated in the end products as material or labor. Costs identified specifically with a contract are direct costs of that contract. All costs identified with other final cost objectives of the contractor are direct costs of those objectives, 48 CFR 31.202. Indirect or overhead cost is any cost that is not directly identified with a single final cost objective but is identified with two or more final cost objectives or with at least one intermediate cost objective, 48 CFR 31. 203. References Title 48 Code of Federal Regulations (CFR) Part 31 -Federal cost principles. Title 48 CFR Chapter 99, Subchapter B - Procurement Practices and Cost Accounting Standards. Title is 2 CFR 200 Subpart D, Standards for Financial and Program Management. Title 23 United States Code (U.S.C.), Chapter 1, Section 112 - Letting of Contracts. Title 23 CFR, Chapter 1, Part 172 - Procurement, Management, and Administration of Engineering and Design Related Services. American Association of State Highway and Transportation Officials (AASHTO) Uniform Audit & Accounting Guide (2016 Edition). SHR Form ty ounce 28 - 220 5/17/2022 2 California Safe Harbor Indirect Cost Rate Program Caltrans Contract If participating on a Caltrans Contract, also attach a completed copy of the following Safe Harbor Indirect Cost Rate Questionnaire for Evaluating Consultant Firm's Financial Management System. SHR Form ty ounce 28 - 221 5/17/2022 3 California Safe Harbor Indirect Cost Rate Program Questionnaire for Evaluating Consultant Firm's Financial Management System Consultant Firm Name Monument ROW, Inc Firm Headquarters Address 200 Spectrum Center, Suite 300 Irvine, CA 92618 Accounting Records • Location where Accounting records are held 8 Cobblestone Court, Laguna Niguel, CA 92677 • Name and Title Amber Costello, President • Email and Phone acostello@monumentrow.com 562.260.0507 • Mailing Address 200 Spectrum Center, Suite 300 Irvine, CA 92618 To be eligible for Safe Harbor indirect cost rate (SHR), the Consultant Firm's financial management system must be adequate to accumulate and track direct labor and other direct costs by contract, segregate indirect costs, and remove unallowable costs in accordance with 48 CFR 31 for the different business segments. Instructions 1. Answer all questions and provide an explanation and additional supporting documentation where requested. 2. If additional space is required, please attach a separate sheet and refer to items being answered by number. Has the Firm developed an indirect cost rate in the past? Yes No x If "Yes", you are NOT ELIGIBLE to use the SHR. DO NOT CONTINUE with this Questionnaire and please complete the AASHTO Appendix B ICQ and provide an ICR Schedule. Is the Firm a Prime Consultant Firm on a Caltrans contract > $3.5M Yes No x Or Local Government contract > $1 M, regardless of the participation Amount? If "Yes", you are NOT ELIGIBLE to use the SHR. DO NOT CONTINUE with this Questionnaire and please complete the AASHTO Appendix B ICQ and provide an AUDITED ICR Report. SHR Form ty ounce 28 - 222 5/17/2022 4 California Safe Harbor Indirect Cost Rate Program 1. What form of business entity is the Firm? Sole Proprietorship_ Partnership C Corporation _ S Corporation x Other 2. What types of services will the Firm provide for this contract? (Select all that apply.) Architectural and Engineering Services Preliminary Engineering Surveying Mapping or Architectural Related Services Program Management Design Engineering Feasibility Studies Other Right of Way Services 3. Does the Firm have prior government contracting experience? Yes X No 4. Does the general ledger contain separate direct and indirect accounts for the following? Labor Yes X No Non -Labor Yes X No 5. Does the company have a system in place to identify and remove form the indirect cost pools all unallowable cost? Yes No 6. Does the firm assign a unique identification/project number in your accounting system for each contract/project? Yes X No 7. Is indirect and direct labor separated by contract/project/cost objectives on employee timesheets with unique reporting codes? Yes X No SHR Form ty ounce 28 - 223 5/17/2022 5 California Safe Harbor Indirect Cost Rate Program 8. Do you have written policies on the following cost categories? Accounting Yes x No Billing Yes X No Timesheet Preparation Yes X No Bonus Yes X No Overtime Yes X No Direct/Indirect Expenses Yes X No Prevailing Wage Yes X No 9. What types of employee status will the Firm provide for this contract? Non-exempt x Exempt -salaried x Exempt -hourly Contract Employee Other 10. Does the Firm pay overtime for exempt employees? Yes No x 11. Besides labor, does the Firm normally bill/invoice the following as direct contract/project costs? (Select all that apply) Vehicle Computer/CADD Printing Specialty Equipment (List below) Shipping Lab Travel Other (List below) 12. Are mileage logs maintained for all vehicles? If no, please explain below. Explanation Where is the vehicle stored after work? Does employee use vehicle for personal use? Yes No What is the recovery/billing rate used for Firm or personal vehicle mileage reimbursement? $ per mile SHR Form ty ounce 28 - 224 5/17/2022 6 California Safe Harbor Indirect Cost Rate Program I certify that to the best of my knowledge and belief the responses to this questionnaire are accurate. Print Name Signature (Electronic Signature Title President Date Completed 3/10/2022 Note: The certification of this Safe Harbor Rate was made by, and are the responsibility of, the Company's management. SHR Form ty ounce 28 - 225 5/17/2022 Local Assistance Procedures Manual Exhibit 10-02 Consultant Contract DBE Commitment EXHIBIT 10-02 CONSULTANT CONTRACT DBE COMMITMENT 1. Local Agency: City of Santa Ana 2. Contract DBE Goal: 3. Project Description: City of Santa Ana On -Call Right of Way Services: Property Management 4. Project Location: City of Santa Ana 5. Consultant's Name: Monument ROW, Inc. 6. Prime Certified DBE: td 7. Total Contract Award Amount: 8. Total Dollar Amount for ALL Subconsultants: 9. Total Number of ALL Subconsultants: 10. Description of Work, Service, or Materials Supplied 11. DBE Certification Number 12. DBE Contact Information 13. DBE Dollar Amount On -Call Right of Way Services: Property Management CUCP#46456 Monument ROW, Inc. 200 Iry e,pectrum CA 9261 genter, Suite 300 562.260.0507 Local Agency to Complete this Section $ 20. Local Agency Contract Khiml -'' 14. TOTAL CLAIMED DBE PARTICIPATION 21. Federal -Aid Project Number: 22. Contract Execution % nntP- Local Agency certifies that all DBE certifications are valid and information on IMPORTANT: Identify all DBE firms being claimed for credit, this form is complete and accurate. regardless of tier. Written confirmation of each listed DBE is rm//3/10/2022 23. Local Agency Representative's Signature 24. Date 16. Date s e o 562.260.0507 25. Local Agency Representative's Name 26. Phone 17. Preparer's Name 18. Phone President 27. Local Agency Representative's Title 19. Preparer's Title DISTRIBUTION: 1. Original — Local Agency 2. Copy — Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract execution may result in de -obligation of federal funds on contract. ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654- 3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. City Council 28 — 226 5/17/2022 Page 1 of July 23, 2015 Local Assistance Procedures Manual Exhibit 10-02 Consultant Contract DBE Commitment INSTRUCTIONS — CONSULTANT CONTRACT DBE COMMITMENT CONSULTANT SECTION 1. Local Agency - Enter the name of the local or regional agency that is funding the contract. 2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement. 3. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc). 4. Project Location - Enter the project location as it appears on the project advertisement. 5. Consultant's Name - Enter the consultant's firm name. 6. Prime Certified DBE - Check box if prime contractor is a certified DBE. 7. Total Contract Award Amount - Enter the total contract award dollar amount for the prime consultant. 8. Total Dollar Amount for ALL Subconsultants — Enter the total dollar amount for all subcontracted consultants. SUM = (DBEs + all Non -DBEs). Do not include the prime consultant information in this count. 9. Total number of ALL subconsultants — Enter the total number of all subcontracted consultants. SUM = (DBEs + all Non -DBEs). Do not include the prime consultant information in this count. 10. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant's own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms. 11. DBE Certification Number - Enter the DBE's Certification Identification Number. All DBEs must be certified on the date bids are opened. 12. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also, enter the prime consultant's name and phone number, if the prime is a DBE. 13. DBE Dollar Amount - Enter the subcontracted dollar amount of the work to be performed or service to be provided. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation. 14. Total Claimed DBE Participation - $: Enter the total dollar amounts entered in the "DBE Dollar Amount" column. %: Enter the total DBE participation claimed ("Total Participation Dollars Claimed" divided by item "Total Contract Award Amount"). If the total % claimed is less than item "Contract DBE Goal," an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM). 15. Preparer's Signature - The person completing the DBE commitment form on behalf of the consultant's firm must sign their name. 16. Date - Enter the date the DBE commitment form is signed by the consultant's preparer. 17. Preparer's Name - Enter the name of the person preparing and signing the consultant's DBE commitment form. 18. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 19. Preparer's Title - Enter the position/title of the person signing the consultant's DBE commitment form. LOCAL AGENCY SECTION 20. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 21. Federal -Aid Project Number - Enter the Federal -Aid Project Number. 22. Contract Execution Date - Enter the date the contract was executed. 23. Local Agency Representative's Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate. 24. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative. 25. Local Agency Representative's Name - Enter the name of the Local Agency Representative certifying the consultant's DBE commitment form. 26. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 27. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the consultant's DBE commitment form. City Council 28 — 227 5/17/2022 Page 2 of July 23, 2015 AGREEMENT TO PROVIDE ON -CALL RIGHT OF WAY SERVICES: FURNITURE, FIXTURES AND EQUIPMENT APPRAISAL SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 17th day of May, 2022 by and between Desmond, Marcello & Amster, 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"). RECITALS A. On December 6, 2021, the City issued Request for Proposal (RFP) No. 21-131, by which it sought a qualified consultant having special skill and knowledge in the field of furniture, fixtures, machinery, and equipment services on an as needed basis. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that Consultant is able and willing to provide the services described in the scope of work that was included in RFP 21-131. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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 On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 21-131, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of the highest ranking firms to provide business furniture, fixtures, machinery, and equipment services on an on -call basis under RFP 21-131. The total compensation for these services provided by all such consultants selected under RFP 21-131 shall not exceed the shared aggregate amount of One Hundred Forty -Eight Thousand Dollars and Zero Cents ($148,000) during the term of the Agreement, including any extension periods. 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. City Council 28 — 228 5/17/2022 3. TERM This Agreement shall commence on the date first written above and terminate on May 16, 2025, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for up to two (2) one-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. City Council 28 — 229 5/17/2022 7. 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. Minimum Scope and Limit of Insurance Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non - owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions): insurance appropriate to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. 5. Broader Coverage: if the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). City Council 28 — 230 5/17/2022 2. Primary Coverage: For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation that any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require theConsultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies (applicable only to professional liability): i. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. City Council 28 — 231 5/17/2022 8. Verification of Coverage: Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. 10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, 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 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. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees City Council 28 — 232 5/17/2022 against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. 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 City Council 28 — 233 5/17/2022 an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. 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. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. 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. City Council 28 — 234 5/17/2022 18. 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. 19. 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. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. 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 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City Council 28 — 235 5/17/2022 City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 To Consultant: Madeleina Mamaux, ASA, CFA Desmond, Marcello & Amster, LLC 222 Pacific Coast Highway, 1 Oth floor El Segundo, CA 90245 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. 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 Deputy City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager DESMOND, MARCELLO & AMSTER, LLC: Y-W., 531� r, s '?a r kua..t ' City Council 28 — 236 5/17/2022 EXHIBIT A City Council 28 — 237 5/17/2022 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL RIGHT-OF-WAY SERVICES: GOODWILL, FF&E, & PROPERTY MANAGEMENT RFP NO.21-131 INTRODUCTION/PROJECT BACKGROUND The City of Santa Ana is issuing this Request for Proposals (RFP) to seek qualified firms to provide On -Call Right -of -Way Services: Goodwill, FF&E, & Property Management on an as - needed or "on -call" basis. It is the City's goal to select one or more firms to enter into an agreement(s) with to provide as needed property management services for capital improvement projects (CIP). The capital improvement projects needing the right-of-way services include, but are not limited, to Warner Avenue, Bristol Street, Fairview Street, and Grand Avenue Street Improvements. The services being considered for contract are the following "Specialty Areas": Specialty Areas Maximum Contract Aggregate Amount I. Property Management Services $148,000 IL Business Goodwill Appraisal Services $148,000 III. Furniture, Fixtures and Equipment Appraisal $148,000 Services Consultants are encouraged to prepare proposals for the multiple specialty areas listed above, however; it is not required to propose on more than one Specialty Area. Each Specialty Area shall be submitted individually in response to the RFP. From the proposals received, it is the City's goal to select one to two firms for each of the specialty services (I, II, and III). The City will enter into separate agreements (the "Agreement") with each of these firms. Work will be assigned by Contract Task Orders. As tasks are identified, they will be distributed among these firms based upon their ability to perform the required work within the project schedule and budget constraints. A detailed scope of work and corresponding fee will be outlined when a specific task is assigned to a consultant. The City reserves the right to distribute the work in any manner which will best serve the City's interests. Interested firms who provide more than one right of way service are welcome to submit proposals for all Specialty Areas. However, the firm providing the Specialty Service for the selected parcels will not be selected for a different Specialty Service for the same parcels. City Council City of Santa Ana Fff212881 5/17/2022 Page Al-1 MINIMUM QUALIFICATIONS Consultants must demonstrate the minimum qualifications as established in the California Department of Transportation (Caltrans) Right of Way Manual, which can be accessed at: http://www.dot.ca. og v/hq/row/rowman/manual/index.htm. Consultants must demonstrate ability to have successfully negotiated and closed escrow on acquisition of parcels and minimized the eminent domain process on similar projects. DESCRIPTION OF WORK Consultants under contract with the City of Santa Ana will provide support to City of Santa Ana staff or their designee on an as -needed basis. The Consultants shall be thoroughly familiar with the Statement of Work prior to submitting a response to this Request for Proposal (RFP). • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience with State and federally funded projects. All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • Work may include, but is not be limited to, the following: 0 onsite review of the project area o review of existing records o conducting research and performing analysis o information gathering o negotiations o developing strategies o prepare memos and letters o attend community meetings as needed • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has total responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of the Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub -consultants. The Consultant shall review all work performed by its sub -consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. Sub -consultant markup is not allowed in this contract. • The Consultant shall have a Quality Control Plan in effect during the entire time work is being performed under the Agreement. The Quality Control Plan shall establish a process whereby work products are independently checked, corrected and back checked. All project related correspondences and documents shall be maintained and bound in City Council City of Santa Ana Fff_228�1 5/17/2022 Page Al-2 appropriate project files. Additionally, all electronic files shall conform to the City's file naming system. • The Consultant shall diligently work on each assignment and complete each task in accordance with the schedule and accommodate the City's needs. • The Consultant's work will be subject to inspection and audit by City, County, State and Federal representatives • Consultant's Project Manager and critical staff must attend the monthly meetings with City Staff and other consultants requested by the City to review project progress, the schedule and any critical issues/items and the follow up action items necessary. All status reports must be submitted ahead of the meetings. • Consultant must prepare a Weekly Status report and submit to the City. Format and specific items of each status report must be reviewed and approved by the City. • Consultant must maintain electronic files of all the project parcels and correspondence including all reports generated by other related consultants required to perform acquisition/relocation and property management services. • All electronic submittals of files must be through a shared folder. Consultant must upload and keep current the project parcel information and files in the shared folder established for the project. • Consultant must prepare electronic files of the parcels according to the Caltrans Review Process for right-of-way Certification. • Project files including copies of all correspondences, reports, documents, and electronic files shall be submitted to the City when requested and electronically updated as requested by the City. • All work, including reports, analysis, data, and intellectual properties developed during the life of the Agreement shall become the properties of the City. • The Consultant will receive written notification of the award of the contract. Upon such notification, the Consultant will proceed with the services required by the Agreement. City Council City of Santa Ana Fff21201 5/17/2022 Page Al-3 SPECIALITY AREA: I PROPERTY MANAGEMENT SERVICES Consultant will coordinate all of the property management tasks with City staff and the demolition contractor as deemed necessary. Consultant shall provide post acquisition property management services during the transition from occupancy to demolition. This includes the coordination of utility connections and disconnections, preparing and facilitating short-term rental agreements, rent collections, providing eviction services, property maintenance and security, preparing and issuing notices to vacate in accordance with state law, coordination of final asbestos and lead surveys, and monitoring the demolition of structures and removal of underground storage tanks or other environmental concerns. The property management consultant is required to inspect all City owned properties and to confirm tenancy of occupants. Property Management duties shall include but not limited to: • Review existing leases, licenses, franchises, easements, permits and other agreements for City properties. • Negotiate and draft new agreements or make revisions to existing agreements for approval by the City. • Collect rent and calculate tenant rental adjustments, increases and operating expenses for approval by City. Calculate the market rent for hold over tenants for owners that will not vacate the property within 3 days after closure of escrow and provide rental agreements to be executed for both parties and include in the escrow documents. • Coordinate with escrow companies for transfer of leases, security deposits and rents prior to close of escrow. • Schedule, coordinate, and perform property maintenance tasks with qualified vendors. • Perform periodic site inspection visits for subject properties as required by the City to ensure site security from vandalism. • Meet and inspect the City properties post -acquisition to ensure conformance with appropriate regulations. • Prepare and submit weekly status reports for all properties being managed. Report shall include at a minimum, property address, owner's name, tenant's name and contract rent amount, notices, vacancy date and demolition. • Maintain and update tenant databases. • Coordinate with City's acquisition/relocation consultant for post -acquisition Property Management of City properties. • Act as Property Management Liaison between the tenants and City. • Coordinate with all utility companies for transfer and disconnection including but not limited to City Water Department, SCE, Gas Company, Waste Management and cable and telephone utilities. • Coordinate the removal of meters with utility companies in a timely manner to ensure scheduled demolition of structures. • Provide security services as needed. Security service may be required to deter the City Council City of Santa Ana PM212411 5/17/2022 Page Al-4 vandalism of vacant properties. Hours may vary depending on the need for day or night time security. • Provide comprehensive maintenance services including the yard and site maintenance. • Coordinate vacancy of the properties with acquisition/relocation consultant. • Coordinate fencing and boarding up of buildings after vacancy as necessary for security prior to demolition. • Arrange for board up if there was any break- in of the original board up. • Coordinate and provide access to properties, with demolition contractor. • Coordinate eviction of tenants if necessary with City staff. • Coordinate with escrow companies for transfer of tenant information upon closure of escrow. Trust Account Consultant shall establish a separate checking account in the name of City and Consultant with the City to be co-owner of the account and have full access at a bank approved by City and conform to the following policies: 1. At the creation of the account, Consultant shall document all tenancies that currently exist at City -owned properties and provide the following information for each: tenant name, monthly rent amount, security deposit amount, beginning date of tenancy, and ending date of tenancy. This report shall be updated monthly to reflect any new tenants. 2. Within three (3) days of receipt, Consultant shall deposit all proceeds received on behalf of City into account, including but not limited to rent, security deposits, and any amount that may become due by tenants. 3. Funds may only be withdrawn by Consultant to pay property management related expenditures, including without limitation repairs, utilities, and maintenance, in an amount up to $1,000. Expenditures in excess of $1,000 must be approved by City. 4. Non -emergency expenditures above $1,000 must be bid competitively to ensure property management funds are spent efficiently. The operating reserve amount in the account shall be $5,000 per parcel. Consultant is required to remit funds above the operating reserve amount after subtracting the projected expenses on a monthly basis. The funds shall be remitted by Consultant to City via ACH or wire within fifteen (15) days of the most recently completed month. On monthly basis, the Consultant should remit an itemized statement identifying revenues and expenditures collected and/or incurred during the period as noted in Section (7) below. 5. All expenditures, regardless of amount, must be supported by itemized invoice that tracks expenditures by tenant and corresponding City approval if applicable. 6. Changes to the rental information, such as addition of tenants, and/or rental termination, must be approved by the Public Works Agency. Within ten (10) days of such approval, Consultant shall confirm all changes in writing to City's Public Works and Finance and Management Agencies. 7. Consultant is required to maintain books and records in compliance with generally accepted accounting principles. On a monthly basis or upon City's request, Consultant City Council City of Santa Ana PM212421 5/17/2022 Page Al-5 shall provide a listing of the following: a. Rental income by tenant (identify property address) b. Expenditures by category (e.g., utilities, maintenance, property management fees, etc.) 8. Consultant shall make available all books and records related to the services provided to City Finance staff or an independent Certified Public Accounting firm acting on behalf of City. 9. City maintains the right, either by itself or through a CPA firm acting on its behalf, to conduct an examination of Consultant's books and records related to above -referenced service. The examination may be conducted on annual basis or upon City's discretion on reasonable notice. Weekly Status Reports Consultant shall provide to the City weekly status reports relating to the management and operation of the premises for the preceding calendar week. These documents shall include the following, but are not limited to: • Proper records with respect to leasing, management, and operation of the premises (i.e. receipts, disbursements, etc.) • Contractor competitive bids • Tenant information, owner's information, beginning date of tenancy, ending tenancy and vacate date, rent amount, security deposit, past due rents, 90-day notice dates, fencing, board up, testing dates, utility shut offs and meter removal dates. • Status report must also include inspection dates and any action items needed during the inspection and follow up of the action items. City Council City of Santa Ana Fff21201 5/17/2022 Page Al-6 SPECIALITY AREA: II BUSINESS GOODWILL APPRAISAL SERVICES Consultant shall perform professional and technical Loss of Goodwill Appraisal services on an as -needed basis to prepare reports for use during ROW negotiations for the project and settlement during condemnation proceedings. The Loss of Goodwill reports are to be prepared in accordance with all applicable regulations as determined by the City. These may include, but are not limited to local, state and federal regulations, policies, procedures, manuals, and standards including. Consultant has total responsibility for the accuracy and completeness of the Loss of Goodwill Appraisal Reports and other work performed pursuant to this Agreement and prepared for this Project and shall check all such material accordingly. Reports will be reviewed by the City for conformity with General Goodwill Appraisal standards and coordination with State procedures. Consultant shall, throughout the life of the Agreement retain within Consultant's firm a staff of qualified personnel to perform each of the work listed below. Consultants shall be responsive and maintain excellent working relationships with property owners, tenants, and City staff. Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. Consultants shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. Consultant services shall include providing: • Budgetary Estimates of Goodwill Loss Budgetary estimates are used by public agencies in planning and preparing a project budget. Consultant's estimates of goodwill loss will be based upon a "drive by" site inspection of the subject businesses, limited market research, and any publicly available data. In addition, these estimates will take into consideration Consultant's experience in preparing goodwill loss appraisals of comparable businesses, as well as our knowledge of relevant statutes and case law, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a brief letter. • Goodwill Loss Acquisition Appraisals During the early stages of property acquisition, Consultant can provide preliminary estimates of goodwill loss. Acquisition appraisals are based upon data, which may be provided by the business' ownership at its discretion. Such information may include: leases; background on the business provided via owner/management interviews; historical and prospective financial data; and information about proposed relocation sites. In addition, Consultant shall perform basic transactional research in light of our understanding of the business' operations and financial condition. Consultant will also coordinate with real estate and fixtures and equipment appraisers to avoid duplication of compensation. Further, Consultant's analyses will be guided by relevant statutory and case law pertaining to compensation for loss of goodwill. City Council City of Santa Ana PM212441 5/17/2022 Page Al-7 Consultant shall perform the following tasks: • Preparation of Preliminary Estimates • Preparation of Complete Loss of Goodwill Appraisals • Perform field work as necessary • Attend Pre -submission Review Conferences as required • Prepare Correspondence • Make presentations to city staff as needed • Perform special studies within the scope of Consultant's expertise. • Coordinate with other ROW consultants as necessary • Coordinate with City -hired Real Estate appraisers and FF&E appraisers as required. City Council City of Santa Ana Fff2124V 5/17/2022 Page Al-8 SPECIALITY AREA: III FURNITURE, FIXTURES, MACHINARY AND EQUIPMENT (FFME) APPRAISAL SERVICES Consultant shall complete work under the direction of City staff. Consultant shall, throughout the life of the Agreement retain within Consultant's firm a staff of qualified personnel to perform each of the work listed below. Consultants shall be responsive and maintain excellent working relationships with property owners, tenants, and City staff. Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. Consultants shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. Consultant services will include providing: • Budgetary Estimates of Fixtures and Equipment Values Budgetary estimates are used by public agencies in planning and preparing a project budget. Consultant's estimates of fixtures and equipment values will be based upon a "drive by" site inspection of the subject businesses, limited market research, and any publicly available data. In addition, the estimates take into consideration Consultant's experience in preparing fixtures and equipment appraisals of comparable businesses, as well as knowledge of relevant statutes and case laws, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a spreadsheet of estimates and a summary report. • Fixtures and Equipment Appraisals Consultant will provide a fully contained appraisal report, in triplicate and a digital file, of the improvements pertaining to the realty and major movable equipment of each business appraised. The report will include an estimate of the fair market value in place and liquidation value of all appropriate items and will be prepared in conformance with Article 3 of the California Code of Civil Procedure, Sections 1263.205 and 1263.210. (Compensation for losses in connection with movable personal property is included in the California Code of Regulations, Title 25, Sections 6090 and 6092.) Appraisal procedures will be guided by the USPAP. The improvements pertaining to the realty and major movable equipment for businesses that occupy multiple properties shall be clearly delineated by property address. In preparing each comprehensive appraisal, Consultant will: inspect the business' facility; prepare an inventory of the improvements pertaining to the realty and major movable equipment; coordinate appraisal activities with the real estate appraiser to avoid duplication of compensation; interview the business' owner/manager regarding the business' history, operations and tangible assets owned; and utilize generally accepted valuation methodology to determine the fair market value in place and liquidation value of the appropriate items owned by the business. Furniture, Fixtures and Equipment Appraisals tasks may include: • Inspect the business facility and perform field work as necessary • Prepare separate inventories for the Fixture and Immovable Equipment and Movable City Council City of Santa Ana Fff21201 5/17/2022 Page Al-9 Personal Property. • Coordinate appraisal activities with the real estate appraiser and /or Goodwill appraiser to avoid duplication of compensation • Interview the business owner regarding the history, operation and tangible assets owned. • Prepare report utilizing accepted valuation methodology to estimate the replacement cost, fair market value in place and salvage value of the appropriate items owned by each business operation. Perform Special Studies as required by the City within the scope of Consultant's expertise. • Attend meetings and present the reports and findings if necessary. PAYMENT AND INVOICING: Selected Consultant shall invoice the City based on time and material according to the City's standard invoice template. Tasks and hours shall be clearly identified and all rates must match those included in the approved agreement. City shall retain ten percent (10%) of the invoice amount from each payment until the completed Project has been accepted by the City. Each invoice must include a Consultant Progress Report that contains tasks and activities completed and summary of work in the next month period. Certificate of insurance must be current in order for invoices to be processed. CITY RESPONSIBILITIES: The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. • Facilitate meeting spaces and coordination with City staff • Access to City facilities CONSULTANT RESPONSIBILITIES: • Provide all required insurance as outlined in Attachment 2 of this RFP. • Submit renewal of Certificate of Insurance 30 days before expiring. • Ensure Certificate of Insurance is current when submitting invoices. SPECIAL REQUIREMENTS (ATTACHMENT 4) This project may utilize California Department of Transportation (Caltrans) funds and shall therefore comply with all state and federal requirements. The below referenced forms included in Attachment 4 (Additional Provisions) of the Appendix must be completed in their entirety and submitted with your proposal: • LAPM Exhibit 10-H: Sample Cost Proposal • LAPM Exhibit 10-01: Consultant Proposal DBE Commitment • LAPM Exhibit 10-02: Consultant Contract DBE Commitment (include within Fee Proposal hard copy package) City Council City of Santa Ana PM2124r 5/17/2022 Page Al-10 • LAPM Exhibit 10-K: Consultant Certification of Contract Costs and Financial management System (include within Fee Proposal hard copy package) for Speciality Area A only. Please reference Caltrans Local Assistance Procedure Manual, Consultant Selection, Chapter 10, for further instructions and guidelines pertaining to the completion of these forms: https://dot.ca. gov/-/media/dot-media/programs/local-assistance/documents/Igpm/ch l O.pdf COMPLIANCE WITH REQUIREMENTS OF FUNDING AGENCY: This agreement may be funded with state and/or federal grant funds administered by Caltrans. Proposer shall comply with all requirements as they pertain to the use of these funds. Refer to Attachment 4 for Caltrans required forms, including Exhibit 10-H — Sample Cost Proposal (H2 for On -Call Contracts) in the Appendix of this RFP. DISADVANTAGED BUSINESS ENTERPRISES (DBE) GOAL: The Agency has established a DBE goal for this Contract. Proposers are encouraged to obtain DBE participation for this contract. Refer to Exhibit 10-I — Notice to Proposers DBE Information included in the Appendix of this RFP. Proposers must submit Exhibits 10-01 & 10-02 — Consultant Proposal & Contract DBE Commitment to demonstrate compliance with Agency's DBE goal. CONSULTANT AUDIT AND REVIEW PROCESS: (Speciality Area A - Acquisition/Relocation only) Prior to contract award and dependent on contract award amount, the selected Consultant(s) shall be subject to an audit or review by Caltrans' Audit and Investigations (A&I), other state audit organizations, or the federal government. The selected Consultant(s) shall complete Exhibit 10-K — Consultant Annual Certification of Indirect Costs and Financial Management System for all prime and sub -consultants in the Appendix of this RFP. To independently download any of the Caltrans Exhibits required per this RFP, visit: https:Hdot. ca. goy/pro grams/local-assistance/forms/local-assistance-procedures-manual-forms City Council City of Santa Ana PM212481 5/17/2022 Page Al-11 EXHIBIT B City Council 28 — 249 5/17/2022 DM41A cl� � 6 (�j (-I L- November 29, 2021 City of Santa Ana Attn: Kenny Nguyen Public Works Agency; M-36 20 Civic Center Plaza; Ross Annex Santa Ana, CA 92701 Desmond, Marcello & Amster, LLC Valuation and Litigation Consultants 222 Pacific Coast Highway, 101h Fla El Segundo, CA 90245 44 Montgomery St., Ste 300 San Francisco, CA 94104 www.dmavalue.com Tel: (310) 216-1400 Re: ON -CALL RIGHT-OF-WAY SERVICES: GOODWILL, FF&E, & PROPERTY MANAGEMENT RFP NO: 21-131 Dear Mr. Nguyen: Desmond, Marcello & Amster, LLC ("DM&A") is responding to RFP No: 21-131 to provide the City of Santa Ana Public Works Agency with services in Specialty Area: Ill Furniture, Fixtures, Machinery and Equipment (FFME) Appraisal Services. Attached herein is DM&A's proposal and qualifications. I'm assured that you will find our firm is thoroughly qualified to meet the City of Santa Ana Public Works Agency's appraisal needs. Please contact me with any questions or additional requests. am DM&A's "Managing Partner" and am an authorized representative who can make legally binding commitments for DM&A. Respectfully submitted, c Madeleine Mamau�x SA, CFA Managing Partner Desmond, Marcello & Amster, LLC City Council 28 — 250 5/jj/( j 1 �', 1. STATEMENT OF QUALIFICATIONS a) Cover Letter: See previous page. b) Contract Agreement Statement: DM&A concurs with the provisions contained in the Agreement attached to RFP No: 21-131 as Attachment 2 in the Appendix. c) Firm and Team Experience: Since 1968, DM&A has provided clients in both the public and private sectors with expertise in the valuation of closely -held businesses, professional practices, and tangible and intangible assets, such as FFME and goodwill. DM&A has completed thousands of goodwill loss appraisals under the Goodwill Loss Statute, §1263.510 of the California Eminent Domain Law, for both government agencies and private parties. The valuation analysts at DM&A work in conjunction with condemning agencies, business owners, attorneys, relocation agents, acquisition agents, developers, FFME appraisers, and real estate appraisers to provide defensible goodwill loss opinions. Since the enactment of the California Eminent Domain Law of 1976, DM&A has been a leader in providing litigation support for goodwill loss condemnation cases. DM&A has vast experience with the loss of goodwill, and FFME appraisal aspects of right-of-way issues for public works projects. FFME appraisal has been an integral part of DM&A's services for over 30 years. Our capability for valuation of assets under §1263.205 of the California Code of Civil Procedure reflects the depth of our experience with the statute and breadth of the industry knowledge. DM&A's Goodwill Valuation Department consists of six appraisers. The FFME Department consists of a dedicated project manager and two appraisers. This multi -disciplinary capability enables DM&A to address complex valuation issues involving both appraisal disciplines. The size of our professional staff also enables DM&A to accommodate large projects and tight deadlines. DM&A has the capability and flexibility to adjust to projects ranging from emergency turnaround status to extremely complex in nature. Our collaborative business approach allows DM&A to have a level of quality control and responsiveness that is unique in our market. DM&A can assist clients in various phases of a project, from early planning through final resolution in court proceedings. Major categories of services include budgetary estimates, comprehensive appraisals for eminent domain proceedings, review of reports, and litigation support, including expert testimony. DM&A's appraisers have testified at deposition and at trial on many occasions, with our experts having been involved in most of the published cases involving loss of business goodwill. DM&A's approach to the appraisal process is thorough, collaborative, and professional. Our appraisers recognize the importance of a detailed approach to any assignment, and are cognizant of our role as representing our clients. Our professionals have extensive experience in interviewing business owners, and make efforts to address their concerns and needs. DM&A has bilingual professionals to interface with business owners speaking Spanish. DM&A's qualifications are the result of experience gained in the preparation of thousands of appraisals of tangible and intangible assets in a wide range of industries and business types. In addition, City Council 28 — 251 5/j/ � each staff member has extensive experience in the eminent domain and property acquisition process, and detailed understanding of relevant statutory and case law. DM&A's appraisal reports fully comply with the Uniform Standards of Professional Appraisal Practice (USPAP) and applicable regulatory and professional procedures. Our appraisers have completed coursework on USPAP and regularly attend seminarslwebinars to keep up to date on USPAP and industry issues. c) Firm and Team Experience: Project Manager/Principal Agent: RESUME OF MARCUS R. PIGROM, ASA PARTNER FFME APPRAISAL PROFESSIONAL BACKGROUND Mr. Pigrom joined Desmond, Marcello & Amster in 2005 as a fixtures and equipment appraiser. He later became Senior Manager - Tangible Assets in 2009 and Partner in 2021. He has successfully completed hundreds of appraisal assignments in connection with eminent domain proceedings. His appraisal experience includes a wide variety of business types in the manufacturing, retail, and service sectors. Representative projects include the appraisal of mobile homes, industrial machinery and equipment, retail shopping centers, distribution facilities, restaurants, billboards, and service stations. His experience in eminent domain includes coordinating appraisal activities with real estate appraisers to avoid duplication of compensation and making determinations of equipment classifications under California Code of Civil Procedure §1263.205. Mr. Pigrom has prepared fixture and equipment appraisals for numerous agencies across California including Caltrans, Los Angeles Metropolitan Transportation Authority, Riverside County Transportation Commission, City of Corona, City of Santa Ana Public Works, San Bernardino County Transportation Authority, and Orange County Transportation Authority. Having testified at deposition and at trial as an expert witness regarding fixtures and equipment valuation, Mr. Pigrom assists attorneys with litigation support services in his area of expertise. Prior to joining DM&A, he had more than two years of experience managing plant operations at a local bottling company. Mr. Pigrom has given presentations to various IRWA, industry, and attorney groups. The subjects of the presentations were Acquiring Commercial Property: When Appraisal and Relocation Issues Overlap, Valuation of Fixtures and Equipment Under Eminent Domain Law, Appraisal in the COVID Era, and Date of Value: Why It Matters. PROFESSIONAL AFFILIATIONS Mr. Pigrom is an Accredited Senior Appraiser (ASA) of the American Society of Appraisers in the Machinery and Technical Specialties discipline and a member of the International Right of Way Association (IRWA). EDUCATION Mr. Pigrom graduated from Loyola Marymount University in June 2002 with a bachelor's degree in business administration with an emphasis in business law and a minor in history. City Council 3 28 — 252 5/ 1��m c) Firm and Team Experience: Organizational Chart and Assigned Team Goodwill Eric Lietzow, Patricia Francis CPAIABV Controller Principal - Goodwill Ricardo Goni Silvia Tauber, Principal - CPA Team: Marcus Pigrom will serve as Project Manager. He can be contacted at mpigrrom@dmavalue.com or (714) 293-9121 if necessary. Raul Bermudez and Ryan Nutten will provide additional FFME appraisal services for all assignments under this project. Up to 50% of each team member's time can be devoted to the project. DM&A commits to dedicating all labor hours necessary to complete appraisal assignments for this project at the highest of quality in a timely and efficient manner. c Firm and Team Experience: Experience with City of Santa Ana DM&A has successfully completed over 110 FFME appraisals for the City of Santa Ana and its Public Works Agency from 2006 through 2018. These appraisals were completed for Phases I, II, III & IV of the Bristol Street Widening Project, as well as for the Civic to 31d Street Project. With over a decade of experience working on Santa Ana FFME appraisal assignments, DM&A has worked and coordinated with several relocation companies, real estate appraisers, law firms, and City staff to assist with complex compensation and relocation issues arising from acquisitions. DM&A appraised the FFME assets of dental offices, medical marijuana dispensaries, acupuncture offices, optometry offices, retail businesses, gas station, automotive repair, billboards, markets, accounting offices, fast food restaurants, and dine -in restaurants, among other business types. d) Understanding of Need: DM&A has worked with nearly every major California public agency in providing eminent domain and r'Wht of wnVL pn _r.iAtV Ap raieal cPrvir.Re City Council 28 — 253 5// 4 ■CA In providing FFME appraisal services to the City of Santa Ana Public Works Agency, DM&A will perform the necessary research, investigation, and analysis to provide written appraisal reports in compliance with the standards of the Uniform Standards of Professional Appraisal Practice (USPAP), the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, and Public Law 91-646 (the Uniform Act) as they pertain to fixtures and equipment valuations. DM&A's work will encompass steps including, but not limited to, the following: • Communicate with the City of Santa Ana Public Works Agency management to ascertain the scope of the assignment and provide responsive proposals for each task order; • Should the City request a budgetary estimate rather than an appraisal report, DM&A will perform virtual or drive -by site inspections, research the business, perform preliminary industry and market research, and provide a brief letter outlining its preliminary estimates regarding the value of the subject FFME; • Coordinate with relocation agents, acquisition agents, and attorneys to arrange site inspections of subject businesses. A significant impediment to performing work can be business/property owners allowing access to complete a site inspection; • Prepare a complete inventory of the assets at the subject business location. This inventory includes make, model, and serial number (if applicable) of all items, a description of the assets as well as observation of their age, condition, method of installation, if any, and photographs; • Classify each asset as immovable equipment (improvement pertaining to the realty) or movable personal property, with a separate inventory for each asset type; • Review any documentation pertaining to the assets provided by the business owner and/or manager, such as invoices, depreciation schedules, and construction contracts; • Interview business owners and/or managers regarding the history, operation, and tangible assets owned; • Research the marketplace for each of the assets identified on -site. Such research includes reference to a variety of publications, as well as discussions with individuals knowledgeable about the market for the assets; • Coordinate with the real estate and goodwill appraisers to avoid duplication of compensation; • Apply accepted valuation methods including the Market Approach and Cost Approach to the subject assets; • Prepare the appraisal report for submission, including replacement cost new, fair market value in place, and salvage value in place. The estimated time to complete and deliver an appraisal report is 30 to 45 days from completion of the site inspection. DM&A will make all reasonable efforts to deliver appraisal reports in an efficient manner to deliver appraisal reports earlier than this estimate timeframe; • Maintain files in accordance with USPAP; City Council 28 — 254 5/��� ti • Have a Quality Control Plan in effect during the entire time work is being performed under this project. The plan contains processes whereby work products are independently check, corrected, and back checked. Every FFME appraisal report is reviewed by at least two other employees to ensure accuracy and highest quality; Attend meetings and present the appraisal reports and findings to the City of Santa Ana Public Works Agency, if necessary; • Perform "special studies" as requested by the City of Santa Ana Public Works Agency; • Provide expert testimony and litigation support, as required. e) Relevant Project Experience: Pr�o�1; Projects: Various projects, incl. LAX Automated People Mover, Gold Line Foothill Extension Phase 2B, East San Fernando Light Rail Transit, West Santa Ana Branch Transit Corridor, Crenshaw/LAX, Westside Subway, and Rosecrans/Marquardt Projects Timeframe: 2016-present Location: Los Angeles County, CA Client: Los Angeles County Metropolitan Transit Authority Client Contact: Craig Justesen, Director of Real Property Mgmt & Development — Real Estate, JustesenC@Metro.net, (213) 922-7051 Description: Prepared dozens of loss of goodwill and FFME appraisals in both the acquisition and litigation phase for partial and full acquisitions. Business types appraised spanned across retail, office, manufacturing, and distribution sectors. Mr. Pigrom provided expert witness testimony and litigation support services on several matters. Project 2: Projects: Various projects, incl. Orangethorpe, Lakeview, and State College Grade Separation Projects Timeframe: 2011-2019 Location: Orange County, CA Client: Orange County Transportation Authority Client Contact: Gary Weisberg, Esq. (Outside Counsel), Woodruff, Spradlin & Smart, (714) 415-1065, gweisberg@wss-law.com Description: Prepared dozens of loss of goodwill and FFME appraisal in both the acquisition and litigation phase for partial and full acquisitions. Business types appraised spanned across retail, office, manufacturing, and distribution sectors. Project 3: Projects: SR-91 Widening Project Timeframe: 2011-2018 Location: Riverside County, CA Client: Riverside County Transportation Authority Client Contact: Gregory Snarr, Esq. (Outside Counsel), Best, Best & Krieger, (951) 826 8202, Gregory.snarr@bbklaw.com Description: Prepared approximately 12 loss of goodwill and 40 FFME appraisals in both the acquisition and litigation phase for partial and full acquisitions. Examples of business types appraised included self -storage, hotels, beverage distributor/warehouse, cabinetry store, mobile home park, sports bar, motorsports dealership, boat product store, property management company. and equipment rental store. City Council 6 28 — 255 51l/2� ►' Protect 4: Projects: West Valley Connector Project --- Segment 3 and 4 Timeframe: 2021-present Location. San Bernardino County, CA Client: San Bernardino County Transportation Authority Client Contact: Cheryl DeMucci, SR/WA, RW/RAC, Paragon Partners (ROW firm), (714) 379- 3376 x105, cdemucci@paragon-partners.com Description: Contracted to appraise the FFME of over 80 businesses Business types appraised spanned across retail and manufacturing sectors. Project 5: Project: California High Speed Rail Project Timeframe: 2013-present Location: Fresno/Madera, CA Client: California High Speed Rail Authority/Caltrans Legal Client Contact: Meredith Denzler, Esq., California Dept of Transportation --- Legal Division, (619) 688-2531, Meredith.denzler@dot.ca.gov Description: Prepared dozens of loss of goodwill and FFME appraisal in both the acquisition and litigation phase for partial and full acquisitions. Business types appraised spanned across retail, manufacturing, and agricultural sectors. f) References: Reference 1: Craig Justesen, Director of Real Property Mgmt & Development Real Estate, Los Angeles County Metropolitan Transit Authority, JustesenC(c M_et_r_o.net, (213) 922-7051 Relevant Projects: See Above Reference 2: Meredith Denzler, Esq., California Dept of Transportation -- Legal Division, (619) 688-2531, Meredith.denzler@dot.ca.gov Relevant Projects: See Above Reference 3: Gary Weisberg, Esq. (Outside Counsel), Woodruff, Spradlin & Smart, (714) 415-1065, weisber wss-law.com Simin Yazdan, Sr. Real Property Agent, Orange County Transportation Authority, syazdan(a.octa.net Relevant Projects: See Above City Council 28 — 256 5/J/ # 7 2) SCOPE OF SERVICES AND SCHEDULE As previously indicated, DM&A has been providing FFME appraisal services for over 30 years. The firm's FFME department specializes in preparing FFME appraisals for eminent domain/right of way matters on behalf of public agencies. DM&A is active in the International Right of Way Association and the American Society of Appraisers, and its staff members attend continuing education courses on both eminent domain and appraisal subject matters. As a result, DM&A and its staff is informed and up-to-date on happenings within California eminent domain and FFME appraisal. Having three FFME appraisers allows DM&A to tackle large projects for which many businesses need to be appraised and efficiently prepare all necessary appraisals in a cost-effective manner. The firm has experience appraising the FFME of businesses across all industries and sectors, allowing it to meet any and all needs encountered by the City of Santa Ana Public Works Agency. Additionally, DM&A has performed preliminary budgetary estimates of FFME value on numerous occasions and can assist with this task should the City prefer this in lieu of or prior to a complete appraisal report. As such, DM&A is well -positioned to perform all appraisal assignments under the scope of work outlined in Attachment 1 of this RFP. City Council 28 - 257 51b[ O2y?� 3) FEE PROPOSAL The fee proposal has been submitted separate and concurrent with this technical proposal. City Council 28 — 258 5/17/202 � 9 fL)�j�,/1� 4) CERTIFICATIONS The following forms are signed and included on the subsequent pages: Attachment 3-1: Non -Collusion Affidavit Attachment 3-2: Non -Lobbying Certification Attachment 3-3: Non -Discrimination Certification LAPM Exhibit 10-H: Sample Cost Proposal LAPM Exhibit 10-01: Consultant Proposal DBE Commitment LAPM Exhibit 10-02: Consultant Contract DBE Commitment (incl. in Fee Proposal) City Council 28 — 259 5/17/2022 to DM Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance 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 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. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are ca o d that making a false ification may subject the certifier to criminal prosecution. Signed State of California County of 5 cx h 'b c e,5 o Subscribed an swon� to (or affirmed) before me on this 3- y�h day of NQV- , 201U, by ��IAkicnc AVAUX , proved tome on the basis of satisfactory evidence to be the person(s) who appeared before me. -%nA Notary Public Signature E.4 KRYSTAL Ci11 LER 1r Notary Public - California San Diego County Commission # 2288981 My Camm. Expires May 18, 2023 Notary Public Seal City Council 28 — 260 5/17/2022 City of Santa Ana RFP 21-131 Page A3-1 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal 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, Ioan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Desmond, Marcello -Q Amster, LLC Signed and Printed Name: Title Managing Partner Date 11 /29/2021 Madeleine Mamaux City Council 28 — 261 5/17/2022 City of Santa Ana RFP 21-131 Page A3-2 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant 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 Consultant 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 Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant 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 Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant 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 Consultant 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 Consultant'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 Consultant 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. 7. The Consultant 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 City Council 28 — 262 5/17/2022 City of Santa Ana RFP 21-131 Page A3-3 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 Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant 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 consultant of public works violating this Section is subject to all the penall mposed for a violation of the Chapter. Signed: ( `/ Title: Managing Partner Firm: Desmond, Marcello & Amster, LLC Date: 1 /29/2021 City Council 28 — 263 5/17/2022 City of Santa Ana RFP 21-131 Page A3-4 Appendix ATTACHMENT 4 CALTRANS ATTACHMENTS Please see below. City Council 28 — 264 5/17/2022 City of Santa Ana RFP 21-131 Page A4-1 Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal EXHIBIT 10-H2 COST PROPOSAL Pagel of3 SPECIFIC RATE OF COMPENSATION (USE FOR ON -CALL OR AS -NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Note: Mark-ups are Not Allowed Consultant Desmond, Marcello & Amster, LLC Project No. RFP 21-131 Contract No. For Combined Rate For Home Office Rate For Field Office Rate 0 Prime Consultant 0 Subconsuitant Participation Amount $ NIA 0 2nd Tier Subconsultant Date 11/29/2021 Fringe Benefit % + General &Administrative % = Combined ICR% OR Fringe Benefit % + General &Administrative % = Home Office ICR% Fringe Benefit % + General &Administrative % = Field Office ICR% FeTIt<r�F-e7llrl l-%II/.`rr lAI Fee = % rAl r 1l II ATION INFORMATION Name/Job Title/Classification` Hourly Billing Rates' Effective Date of Hourly Rate Actual or Avg. % or $ Hourly Range - Straight3 OT(1.5x) OT(2x) From To Hourly Rate" Increase for Classifications Only Marcus Pigrom/Partner/FFM&E 225 01/01/2022 12/31/2022 $225.0 01/01/2023 12/3112023 $231.7 3.0% Appraisal 01101/2024 12131/2024 $238.70 3.0% Ryan Nutten/Appraiser/FFM&E 01/01/2022 12131/2022 $125.0 Appraisal 125 01/01/2023 12/31/2023 $128.7 i 3.0% 01/01/2024 12/3112024 $132.6 3.0% Raul Bermudez/Appraiser/ 125 01/01/2022 1213V2022 $125.0 FFM&E Appraisal 01/01/2023 12/31/2023 $128.7 i 3.0% 01/0112024 12131/2024 $132.6 3.0% $0.00 $0.00 $0.00 $0.00 $0.00 1 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 (Add pages as necessary) 40 &nbsp; Page 4 of 9 City Council January 2020 &nbsp;28 &ndash;&nbsp;265 5/17/2022 &nbsp; Local Assistance Procedures Manual EXHIBIT 16-H2 Cost Proposal NOTES- 1 . Key personnel must be marked with an asterisk (`) and employees that are subject to prevailing wage requirements must be marked with two asterisks (—) All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. 3. Billing rate = actual hourly rate' (1 + ICR) " (1+ Fee). Indirect cost rates shall be updated on an annual basis in accordance with the consultants annual accounting period and established by a cognizant agency or accepted by Caltrans. All costs must comply with the Federal cost principles for reimbursement. 4 For named employees and key personnel enter the actual hourly rate. For classifications only, enter the Average Hourly Rate for that classification. EXHIBIT 10-1-12 COST PROPOSAL Page 2 of 3 SPECIFIC RATE OF COMPENSATION (USE FOR ON -CALL OR AS -NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Consultant Desmond, Marcello & Amster, LLC D Prime Consultant 0 Subconsultant Project No. RFP 21-131 Contract No. Date 11 /29/2021 SCHEDULE OF OTHER DIRECT COST ITEMS Add additional pages as necessary Description of Item Quantity Unit Unit Cost Total Mileage Costs $ 0.00 Equipment Rental and Supplies $ 0.00 Permit Fees $ 0.00 Plan Sheets $ 0.00 Test $ 0.00 Vehicle $ 0.00 Subconsultant 1: Subconsultant 2: Subconsultant 3: Subconsultant 4: Subconsultant 5: Note Add additional pages if necessary. NOTES: 1, List other direct cost items with estimated costs. These costs should be competitive in their respective industries and supported with appropriate documentation. 2. Proposed ODC items should be consistently billed regardless of client and contract type. 3. Items when incurred for the same purpose, in like circumstance, should not be included in any indirect cost pool or in the overhead rate 4. Items such as special tooling, will be reimbursed at actual cost with supporting documentation (invoice). 5. Items listed above that would be considered "tools of the trade" are not reimbursable as other direct cost. 6. Travel related costs should be pre -approved by the contracting agency and shall not exceed current State Department of Personnel Administration rules. &nbsp; Page 5 of 9 City Council January 2020 &nbsp;28 &ndash;&nbsp;266 5/17/2022 &nbsp; Local Assistance Procedures Manual EXHIBIT 10-1-12 Cost Proposal 7. If mileage is claimed, the rate should be properly supported by the consultant's calculation of their actual costs for company vehicles. In addition, the miles claimed should be supported by mileage logs. 8. If a consultant proposes rental costs for a vehicle, the company must demonstrate that this is its standard procedure for all of their contracts and that they do not am any vehicles that could be used for the same purpose. 9. The cost proposal format shall not be amended. All costs must comply with the Federal cost principles. 10. Add additional pages if necessary. 11. Subconsuitants must provide their own cost proposals. &nbsp; Page 6 of 9 City Council January 2020 &nbsp;28 &ndash;&nbsp;267 5/17/2022 &nbsp; Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal EXHIBIT 10-H2 COST PROPOSAL Page 3 or 3 Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 7. Generally Accepted Accounting Principles (GAAP) 8. Terms and conditions of the contract 9. Title 23 United States Code Section 112 - Letting of Contracts 10.48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 11, 23 Code of Federal Requlations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 12, 48 Code of Federal Regulations Part 9904 = Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement Prime Consultant or Subconsultant Certifying:. Madelei a Mamaux Name: Signature L,l Email mmamaux@dmavalue.com Title*: Managing Partner Date of Certification (mm/dd/yyyy): 11/29/2021 Phone Number: 310-216-1400 Address: 222 Pacific Coast Highway, 10th Floor, El Segundo, CA 90245 * An individual executive or financial officer of the consultant's or subconsuitant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. List services the consultant is providing under the Furniture, Fixtures, Machinery & Equipment Appraisal osed contract: city rni inril 9A — 9RR Page 7of9 January 2020 Local Assistance Procedures Manual Exhibit 10-K Consultant Annual Certification of Indirect Costs and Financial Management System EXHIBIT 10-KCONSULTANT ANNUAL CERTIFICATION OF INDIRECT COSTS AND FINANCIAL MANAGEMENT SYSTEM (Note: If a Safe Harbor Indirect Cost Rate is approved, this farm{ is not required.) Consultant's Full Legal Name: Important: Consultant means the individual or consultant providing engineering and design related services as a party of a contract with a recipient or sub -recipient of Federal assistance. Therefore, the Indirect Cost Rate(s) shall not be combined with its parent company or subsidiaries. Combined Rate Home Office Rate Facilities Capital Cost of Money. Fiscal period * % OR % and Field Office Rate (if applicable (if applicable) � V ova * Fiscal period is annual one year applicable accounting period that the Indirect Cost Rate was developed (not the contract period). The Indirect Cost Rate is based on the consultant's one-year applicable accounting period for which financial statements are regularly prepared by the consultant. I have reviewed the proposal to establish an Indirect Cost Rate(s) for the fiscal period as specified above and have determined to the best of my knowledge and belief that: • All costs included in the cost proposal to establish the indirect cost rate(s) are allowable in accordance with the cost principles of the Federal Acquisition Regulation (FAR) 48, Code of Federal Regulations (CFR), Chapter 1, Part 31 (48 CFR Part 31); • The cost proposal does not include any costs which are expressly unallowable under the cost principles of 48 CFR Part 31; • The accounting treatment and billing of prevailing wage delta costs are consistent with our prevailing wage policy as either direct labor, indirect costs, or other direct costs on all federally - funded A&E Consultant Contracts. • All known material transactions or events that have occurred subsequent to year-end affecting the consultant's ownership, organization, and indirect cost rates have been disclosed as of the date of this certification. i am providing the required and applicable documents as instructed on Exhibit 10-A. Financial Management System: Our labor charging, job costing, and accounting systems meet the standards for financial reporting, accounting records, and internal control adequate to demonstrate that costs claimed have been incurred, appropriately accounted for, are allocable to the contract, and comply with the federal requirements as set forth in Title 23 United States Code (U.S.C.) Section 112(b)(2); 48 CFR Part 31.201-2(d), 23 CFR, Chapter 1, Part 172.11(a)(2); and all applicable state and federal rules and regulations. Our financial management system has the following attributes: • Account numbers identifying allowable direct, indirect, and unallowable cost accounts; • Ability to accumulate and segregate allowable direct, indirect, and unallowable costs into separate cost City Council 28 — 269 5/17/2022 Page 1 of 2 March 2018 Local Assistance Procedures Manual Exhibit 10-K Consultant Annual Certification of Indirect Costs and Financial Management System accounts; • Ability to accumulate and segregate allowable direct costs by project, contract and type of cost; • internal controls to maintain integrity of financial management system; • Ability to account and record costs consistently and to ensure costs billed are in compliance with FAR; • Ability to ensure and demonstrate costs billed reconcile to general ledgers and job costing system; and • Ability to ensure costs are in compliance with contract terms and federal and state requirement Cpst Reimbursements on Contracts: I also understand that failure to comply with 48 CFR Part 16.301-3 or knowingly charge unallowable costs to Federal -Aid Highway Program (FAHP) contracts may result in possible penalties and sanctions as provided by the following: • Sanctions and Penalties - 23 CFR Part 172.11(c)(4) • False Claims Act -Title 31 U.S.C. Sections 3729-3733 • Statements or entries generally - Title 18 U.S.C. Section 1001 • Major Fraud Act - Title 18 U.S.C. Section 1031 All A&E Contract Information! • Total participation amount $ on all State and FAHP contracts for Architectural & Engineering services that the consultant received in the last three fiscal periods. • The number of states in which the consultant does business is • Years of consultant's experience with 48 CFR Part 31 is • Audit history of the consultant's current and prior years (if applicable) ❑ Cognizant ICR Audit ❑ Local Gov't ICR Audit ❑ Caltrans ICR Audit ❑ CPA ICR Audit ❑ Federal Gov't ICR Audit 1, the undersigned, certify all of the above to the best of my knowledge and belief and that I have reviewed the Indirect Cost Rate Schedule to determine that any costs which are expressly unallowable under the Federal cost principles have been removed and comply with 'Title 23 U.S.C. Section 112(b)(2),48 CFR Part 31,23 CFR Part 172, and all applicable state and federal rules and regulations. I also certify that I understand that all documentation of compliance must be retained by the consultant. I hereby acknowledge that costs that are noncompliant with the federal and state requirements are not eligible for reimbursement and must be returned to Caltrans. Name**: W 6-AP- tel r-(� WO,(IN IL Title**: 01-0.Afl-" 4A0 DoL.tr '(tr`-C'-ri Signature: ��Date of Certification (mm/dd/yyyy): t t %�� a I Email**: ,J-�WC WOLLk Y tp J-WW ' e 'hone Number": 3 (d a ((� r J "An individual executive or financial officer of the consultant's or subcwnsultant's organization at a level no lower than a Vice President, a Chief Financial Officer, or equivalent, who has authority to represent the financial information used to establish the indirect cost rate, Note: Both prime and subconsultants as parties of a contract must complete their own Exhibit 10-K forms. Caltrans will not process local agency's invoices until a complete Exhibit 1O-K form is accepted and approved by Caltrans Audits and Investigations. Distribution: 1) Original - Local. Agency Project File 2) Copy - Consultant 3) Copy - Caltrans Audits and Investigations City Council 28 — 270 5/17/2022 Page 2 of 2 March 2018 Local Assistance Procedures Manual Exhibit 10-01 Consultant Proposal DBE Commitment EXHIBIT 10-01 CONSULTANT PROPOSAL DBE COMMITMENT 1. Local Agency: City of Santa Ana Public Works Agency 2. Contract DBE Goal: 3. Project Description: 4. Project Location: 5. Consultant's Name: Desmond, Marcello & Amster, LLC 6. Prime Certified DBE: 7. Description of Work, Service, or Materials Supplied 8• DBE Certification Number 9. DBE Contact Information ° 10. DBE /o FFME Appraisal N/A NIA 0 Local Agency to Complete this Section 11. TOTAL CLAIMED DBE PARTICIPATION Q 17. Local Agency Contract Number: 18. Federal -Aid Project Number: 19. Proposed Contract Execution Date: 20. Consultant's Ranking after Evaluation: IMPORTANT: Identify all DBE firms being claimed for credit, Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate. regardl s f tier. Written confirmation of each listed DBE is requir 11 /29/2021 12. parer's Signature 13. Date Madeleine Matnaux 310-216-1400 14. Preparer's Name 15. Phone Managing Partner 16. Preparer's Title DISTRIBUTION: Original — Included with consultant's proposal to local agency. AAA Notice: For individuals with sensory disabilities, this document is available in alternate formats- For information call (916) $54.6410 or TDD (916) 654- 38B0 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. LPP 18-01 Page 1 of 2 January 2019 Local Assistance Procedures Manual Exhibit 10-01 Consultant Proposal DBE Commitment INSTRUCTIONS — CONSULTANT PROPOSAL DBE COMMITMENT CONSULTANT SECTION 1. Local Agency - Enter the name of the local or regional agency that is funding the contract. 2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement. 3. Project Location - Enter the project location as it appears on the project advertisement. 4. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc.). 5. Consultant's Name - Enter the consultant's firm name. 6. Prime Certified DBE - Check box if prime contractor is a certified DBE. 7. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant's own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms. 8. DBE Certification Number - Enter the DBE's Certification Identification Number. All DBEs must be certified on the date bids are opened. 9. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also, enter the prime consultant's name and phone number, if the prime is a DBE. 10. DBE % - Percent participation of work to be performed or service provided by a DBE. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation. 11. Total Claimed DBE Participation % - Enter the total DBE participation claimed. If the total % claimed is less than item "Contract DBE Goal," an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM). 12. Preparer's Signature - The person completing the DBE commitment form on behalf of the consultant's firm must sign their name. 13. Date - Enter the date the DBE commitment form is signed by the consultant's preparer. 14. Preparer's Name - Enter the name of the person preparing and signing the consultant's DBE commitment form. 15. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 16. Preparer's Title - Enter the position/title of the person signing the consultant's DBE commitment form. LOCAL AGENCY SECTION 17. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 18. Federal -Aid Project Number - Enter the Federal -Aid Project Number. 19. Proposed Contract Execution Date - Enter the proposed contract execution date. 20. Consultant's Ranking after Evaluation — Enter consultant's ranking after all submittals/consultants are evaluated. Use this as a quick comparison for evaluating most qualified consultant. 21. Local Agency Representative's Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate. 22. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative. 23. Local Agency Representative's Name - Enter the name of the Local Agency Representative certifying the consultant's DBE commitment form. 24. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 25. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the consultant's DBE commitment form. LPP 18-o1 I y ounce — Page 2 of 2 .January 2019 EXHIBIT C City Council 28 — 273 5/17/2022 0 pl,� � 6 ( rk) K� ( - FEE PROPOSAL DESMOND, MARCELLO & AMSTER, LLC SPECIALTY AREA II BUSINESS GOODWILL APPRAISAL DM&A'S STANDARD HOURLY RATE SCHEDULE Title Staff Member Standard Rate BUSINESS GOODWILL APPRAISAL Managing Partner Madeleine Mamaux $325 Partner Wesley Nutten 395 250 Principal Ricardo GoN Principal Eric Lietzow 275 Partner Kevin Blair 225 Analyst I Silvia Tauber 140 FURNITURE, FIXTURES, MACHINERY & EQUIPMENT APPRAISAL Partner Marcus Pigrom 225 Appraiser Raul Bermudez 125 Appraiser ! Ryan Nutten 125 Examples of typical fee ranges by assignment type include: Non -Complex Moderately Complex Very Complex $5,000 to $8,000 $8,000 to $10,000 $10,000 to $15,000 The above fee ranges are for acquisition appraisals. They assume full cooperation of business owners, no material delays, and no litigation support. DM&A's business goodwill appraisals are very business specific with fees for appraisal services primarily impacted by business type and the complexity of the business' operations. City Council 1 28 — 274 5/ Local Assistance Procedures Manual Exhibit 10-02 Consultant Contract DBE Commitment 1. Local Agency: - 3. Project Description: 4. Project Location: . EXHIBIT 10-02 CONSULTANT CONTRACT DBE COMMITMENT City of Santa Ana Public Works Agency 2. Contract DBE Goal: 5. Consultant's Name: Desmond, Marrelln & Amster I I r. 6. Prime Certified DBE: ❑ 7. Total Contract Award Amount: 8. Total Dollar Amount for ALL Subconsultants: 9. Total Number of ALL Subconsultants: 10. Description of Work, Service, or Materials Supplied 11. DBE Certification Number 12. DBE Contact Information 13. DBE Dollar Amount Business Goodwill Appraisal N/A N/A 0 Local Agency to Complete this Section $ 20. Local Agency Contract IViirnhor- 14. TOTAL CLAIMED DBE PARTICIPATION 21. Federal -Aid Project Number: 22. Contract Execution nata• Local Agency certifies that all DBE certifications are valid and information on IMPORTANT: Identify all DBE firms being claimed for credit, this form is complete and accurate. regardless of tier. Written confirmation of each listed DBE is requir 11 /29/2021 23. Local Agency Representative's Signature 24. Date 15. Preparer's Signature 16. Date Madeleine Mamaux 310-216-1400 25. Local Agency Representative's Name 26. Phone 17. Preparer's Name 18. Phone _ Managing Partner 27. Local Agency Representative's Title 19. Preparer's Title DISTRIBUTION: 1. Original — Local Agency 2. Copy — Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract execution may result in de -obligation of federal funds on contract. ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654- 3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. City Council 28 — 275 5/17/2022 Page 1 of July 23, 2015 Local Assistance Procedures Manual Exhibit 10-02 Consultant Contract DBE Commitment INSTRUCTIONS — CONSULTANT CONTRACT DBE COMMITMENT CONSULTANT SECTION 1. Local Agency - Enter the name of the local or regional agency that is funding the contract. 2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement. 3. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc). 4. Project Location - Enter the project location as it appears on the project advertisement. 5. Consultant's Name - Enter the consultant's firm name. 6. Prime Certified DBE - Check box if prime contractor is a certified DBE. 7. Total Contract Award Amount - Enter the total contract award dollar amount for the prime consultant. 8. Total Dollar Amount for ALL Subconsultants — Enter the total dollar amount for all subcontracted consultants. SUM = (DBEs + all Non -DBEs). Do not include the prime consultant information in this count. 9. Total number of ALL subconsultants — Enter the total number of all subcontracted consultants. SUM = (DBEs + all Non -DBEs). Do not include the prime consultant information in this count. 10. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant's own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms. 11. DBE Certification Number - Enter the DBE's Certification Identification Number. All DBEs must be certified on the date bids are opened. 12. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also, enter the prime consultant's name and phone number, if the prime is a DBE. 13. DBE Dollar Amount - Enter the subcontracted dollar amount of the work to be performed or service to be provided. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation. 14. Total Claimed DBE Participation - $: Enter the total dollar amounts entered in the "DBE Dollar Amount" column. %: Enter the total DBE participation claimed ("Total Participation Dollars Claimed" divided by item "Total Contract Award Amount"). If the total % claimed is less than item "Contract DBE Goal," an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM). 15. Preparer's Signature - The person completing the DBE commitment form on behalf of the consultant's firm must sign their name. 16. Date - Enter the date the DBE commitment form is signed by the consultant's preparer. 17. Preparer's Name - Enter the name of the person preparing and signing the consultant's DBE commitment form. 18. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 19. Preparer's Title - Enter the position/title of the person signing the consultant's DBE commitment form. LOCAL AGENCY SECTION 20. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 21. Federal -Aid Project Number - Enter the Federal -Aid Project Number. 22. Contract Execution Date - Enter the date the contract was executed. 23. Local Agency Representative's Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate. 24. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative. 25. Local Agency Representative's Name - Enter the name of the Local Agency Representative certifying the consultant's DBE commitment form. 26. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 27. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the consultant's DBE commitment form. City Council 28 — 276 5/17/2022 Page 2 of July 23, 2015 AGREEMENT TO PROVIDE ON -CALL RIGHT OF WAY SERVICES: FURNITURE, FIXTURES AND EQUIPMENT APPRAISAL SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 171h day of May, 2022 by and between Hodges Lacey & Associates, 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"). RECITALS A. On December 6, 2021, the City issued Request for Proposal (RFP) No. 21-131, by which it sought a qualified consultant having special skill and knowledge in the field of furniture, fixtures, machinery, and equipment services on an as needed basis. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that Consultant is able and willing to provide the services described in the scope of work that was included in RFP 21-131. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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 On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 21-131, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of the highest ranking firms to provide business furniture, fixtures, machinery, and equipment services on an on -call basis under RFP 21-131. The total compensation for these services provided by all such consultants selected under RFP 21-131 shall not exceed the shared aggregate amount of One Hundred Forty -Eight Thousand Dollars and Zero Cents ($148,000) during the term of the Agreement, including any extension periods. 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. City Council 28 — 277 5/17/2022 3. TERM This Agreement shall commence on the date first written above and terminate on May 16, 2025, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for up to two (2) one-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. City Council 28 — 278 5/17/2022 7. 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. Minimum Scope and Limit of Insurance Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non - owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions): insurance appropriate to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. 5. Broader Coverage: if the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). City Council 28 — 279 5/17/2022 2. Primary Coverage: For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation that any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require theConsultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies (applicable only to professional liability): i. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. City Council 28 — 280 5/17/2022 8. Verification of Coverage: Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. 10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, 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 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. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees City Council 28 — 281 5/17/2022 against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. 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 City Council 28 — 282 5/17/2022 an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. 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. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. 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. City Council 28 — 283 5/17/2022 18. 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. 19. 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. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. 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 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City Council 28 — 284 5/17/2022 City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 To Consultant: Richard Hodges, ASA Hodges Lacey & Associates, LLC 606 Warwick Avenue Thousand Oaks, CA 91360 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. 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 Deputy City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager HODGES LACEY & ASSOCIATES, LLC: Richard Hodges, ASA Partner City Council 28 — 285 5/17/2022 EXHIBIT A City Council 28 — 286 5/17/2022 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL RIGHT-OF-WAY SERVICES: GOODWILL, FF&E, & PROPERTY MANAGEMENT RFP NO.21-131 INTRODUCTION/PROJECT BACKGROUND The City of Santa Ana is issuing this Request for Proposals (RFP) to seek qualified firms to provide On -Call Right -of -Way Services: Goodwill, FF&E, & Property Management on an as - needed or "on -call" basis. It is the City's goal to select one or more firms to enter into an agreement(s) with to provide as needed property management services for capital improvement projects (CIP). The capital improvement projects needing the right-of-way services include, but are not limited, to Warner Avenue, Bristol Street, Fairview Street, and Grand Avenue Street Improvements. The services being considered for contract are the following "Specialty Areas": Specialty Areas Maximum Contract Aggregate Amount I. Property Management Services $148,000 IL Business Goodwill Appraisal Services $148,000 III. Furniture, Fixtures and Equipment Appraisal $148,000 Services Consultants are encouraged to prepare proposals for the multiple specialty areas listed above, however; it is not required to propose on more than one Specialty Area. Each Specialty Area shall be submitted individually in response to the RFP. From the proposals received, it is the City's goal to select one to two firms for each of the specialty services (I, II, and III). The City will enter into separate agreements (the "Agreement") with each of these firms. Work will be assigned by Contract Task Orders. As tasks are identified, they will be distributed among these firms based upon their ability to perform the required work within the project schedule and budget constraints. A detailed scope of work and corresponding fee will be outlined when a specific task is assigned to a consultant. The City reserves the right to distribute the work in any manner which will best serve the City's interests. Interested firms who provide more than one right of way service are welcome to submit proposals for all Specialty Areas. However, the firm providing the Specialty Service for the selected parcels will not be selected for a different Specialty Service for the same parcels. City Council City of Santa Ana Fff2,2811 5/17/2022 Page Al-1 MINIMUM QUALIFICATIONS Consultants must demonstrate the minimum qualifications as established in the California Department of Transportation (Caltrans) Right of Way Manual, which can be accessed at: http://www.dot.ca. og v/hq/row/rowman/manual/index.htm. Consultants must demonstrate ability to have successfully negotiated and closed escrow on acquisition of parcels and minimized the eminent domain process on similar projects. DESCRIPTION OF WORK Consultants under contract with the City of Santa Ana will provide support to City of Santa Ana staff or their designee on an as -needed basis. The Consultants shall be thoroughly familiar with the Statement of Work prior to submitting a response to this Request for Proposal (RFP). • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience with State and federally funded projects. All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • Work may include, but is not be limited to, the following: 0 onsite review of the project area o review of existing records o conducting research and performing analysis o information gathering o negotiations o developing strategies o prepare memos and letters o attend community meetings as needed • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has total responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of the Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub -consultants. The Consultant shall review all work performed by its sub -consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. Sub -consultant markup is not allowed in this contract. • The Consultant shall have a Quality Control Plan in effect during the entire time work is being performed under the Agreement. The Quality Control Plan shall establish a process whereby work products are independently checked, corrected and back checked. All project related correspondences and documents shall be maintained and bound in City Council City of Santa Ana PM212881 5/17/2022 Page Al-2 appropriate project files. Additionally, all electronic files shall conform to the City's file naming system. • The Consultant shall diligently work on each assignment and complete each task in accordance with the schedule and accommodate the City's needs. • The Consultant's work will be subject to inspection and audit by City, County, State and Federal representatives • Consultant's Project Manager and critical staff must attend the monthly meetings with City Staff and other consultants requested by the City to review project progress, the schedule and any critical issues/items and the follow up action items necessary. All status reports must be submitted ahead of the meetings. • Consultant must prepare a Weekly Status report and submit to the City. Format and specific items of each status report must be reviewed and approved by the City. • Consultant must maintain electronic files of all the project parcels and correspondence including all reports generated by other related consultants required to perform acquisition/relocation and property management services. • All electronic submittals of files must be through a shared folder. Consultant must upload and keep current the project parcel information and files in the shared folder established for the project. • Consultant must prepare electronic files of the parcels according to the Caltrans Review Process for right-of-way Certification. • Project files including copies of all correspondences, reports, documents, and electronic files shall be submitted to the City when requested and electronically updated as requested by the City. • All work, including reports, analysis, data, and intellectual properties developed during the life of the Agreement shall become the properties of the City. • The Consultant will receive written notification of the award of the contract. Upon such notification, the Consultant will proceed with the services required by the Agreement. City Council City of Santa Ana Fff2128�1 5/17/2022 Page Al-3 SPECIALITY AREA: I PROPERTY MANAGEMENT SERVICES Consultant will coordinate all of the property management tasks with City staff and the demolition contractor as deemed necessary. Consultant shall provide post acquisition property management services during the transition from occupancy to demolition. This includes the coordination of utility connections and disconnections, preparing and facilitating short-term rental agreements, rent collections, providing eviction services, property maintenance and security, preparing and issuing notices to vacate in accordance with state law, coordination of final asbestos and lead surveys, and monitoring the demolition of structures and removal of underground storage tanks or other environmental concerns. The property management consultant is required to inspect all City owned properties and to confirm tenancy of occupants. Property Management duties shall include but not limited to: • Review existing leases, licenses, franchises, easements, permits and other agreements for City properties. • Negotiate and draft new agreements or make revisions to existing agreements for approval by the City. • Collect rent and calculate tenant rental adjustments, increases and operating expenses for approval by City. Calculate the market rent for hold over tenants for owners that will not vacate the property within 3 days after closure of escrow and provide rental agreements to be executed for both parties and include in the escrow documents. • Coordinate with escrow companies for transfer of leases, security deposits and rents prior to close of escrow. • Schedule, coordinate, and perform property maintenance tasks with qualified vendors. • Perform periodic site inspection visits for subject properties as required by the City to ensure site security from vandalism. • Meet and inspect the City properties post -acquisition to ensure conformance with appropriate regulations. • Prepare and submit weekly status reports for all properties being managed. Report shall include at a minimum, property address, owner's name, tenant's name and contract rent amount, notices, vacancy date and demolition. • Maintain and update tenant databases. • Coordinate with City's acquisition/relocation consultant for post -acquisition Property Management of City properties. • Act as Property Management Liaison between the tenants and City. • Coordinate with all utility companies for transfer and disconnection including but not limited to City Water Department, SCE, Gas Company, Waste Management and cable and telephone utilities. • Coordinate the removal of meters with utility companies in a timely manner to ensure scheduled demolition of structures. • Provide security services as needed. Security service may be required to deter the City Council City of Santa Ana Fff21?�bl 5/17/2022 Page Al-4 vandalism of vacant properties. Hours may vary depending on the need for day or night time security. • Provide comprehensive maintenance services including the yard and site maintenance. • Coordinate vacancy of the properties with acquisition/relocation consultant. • Coordinate fencing and boarding up of buildings after vacancy as necessary for security prior to demolition. • Arrange for board up if there was any break- in of the original board up. • Coordinate and provide access to properties, with demolition contractor. • Coordinate eviction of tenants if necessary with City staff. • Coordinate with escrow companies for transfer of tenant information upon closure of escrow. Trust Account Consultant shall establish a separate checking account in the name of City and Consultant with the City to be co-owner of the account and have full access at a bank approved by City and conform to the following policies: 1. At the creation of the account, Consultant shall document all tenancies that currently exist at City -owned properties and provide the following information for each: tenant name, monthly rent amount, security deposit amount, beginning date of tenancy, and ending date of tenancy. This report shall be updated monthly to reflect any new tenants. 2. Within three (3) days of receipt, Consultant shall deposit all proceeds received on behalf of City into account, including but not limited to rent, security deposits, and any amount that may become due by tenants. 3. Funds may only be withdrawn by Consultant to pay property management related expenditures, including without limitation repairs, utilities, and maintenance, in an amount up to $1,000. Expenditures in excess of $1,000 must be approved by City. 4. Non -emergency expenditures above $1,000 must be bid competitively to ensure property management funds are spent efficiently. The operating reserve amount in the account shall be $5,000 per parcel. Consultant is required to remit funds above the operating reserve amount after subtracting the projected expenses on a monthly basis. The funds shall be remitted by Consultant to City via ACH or wire within fifteen (15) days of the most recently completed month. On monthly basis, the Consultant should remit an itemized statement identifying revenues and expenditures collected and/or incurred during the period as noted in Section (7) below. 5. All expenditures, regardless of amount, must be supported by itemized invoice that tracks expenditures by tenant and corresponding City approval if applicable. 6. Changes to the rental information, such as addition of tenants, and/or rental termination, must be approved by the Public Works Agency. Within ten (10) days of such approval, Consultant shall confirm all changes in writing to City's Public Works and Finance and Management Agencies. 7. Consultant is required to maintain books and records in compliance with generally accepted accounting principles. On a monthly basis or upon City's request, Consultant City Council City of Santa Ana PM212011 5/17/2022 Page Al-5 shall provide a listing of the following: a. Rental income by tenant (identify property address) b. Expenditures by category (e.g., utilities, maintenance, property management fees, etc.) 8. Consultant shall make available all books and records related to the services provided to City Finance staff or an independent Certified Public Accounting firm acting on behalf of City. 9. City maintains the right, either by itself or through a CPA firm acting on its behalf, to conduct an examination of Consultant's books and records related to above -referenced service. The examination may be conducted on annual basis or upon City's discretion on reasonable notice. Weekly Status Reports Consultant shall provide to the City weekly status reports relating to the management and operation of the premises for the preceding calendar week. These documents shall include the following, but are not limited to: • Proper records with respect to leasing, management, and operation of the premises (i.e. receipts, disbursements, etc.) • Contractor competitive bids • Tenant information, owner's information, beginning date of tenancy, ending tenancy and vacate date, rent amount, security deposit, past due rents, 90-day notice dates, fencing, board up, testing dates, utility shut offs and meter removal dates. • Status report must also include inspection dates and any action items needed during the inspection and follow up of the action items. City Council City of Santa Ana PM212021 5/17/2022 Page Al-6 SPECIALITY AREA: II BUSINESS GOODWILL APPRAISAL SERVICES Consultant shall perform professional and technical Loss of Goodwill Appraisal services on an as -needed basis to prepare reports for use during ROW negotiations for the project and settlement during condemnation proceedings. The Loss of Goodwill reports are to be prepared in accordance with all applicable regulations as determined by the City. These may include, but are not limited to local, state and federal regulations, policies, procedures, manuals, and standards including. Consultant has total responsibility for the accuracy and completeness of the Loss of Goodwill Appraisal Reports and other work performed pursuant to this Agreement and prepared for this Project and shall check all such material accordingly. Reports will be reviewed by the City for conformity with General Goodwill Appraisal standards and coordination with State procedures. Consultant shall, throughout the life of the Agreement retain within Consultant's firm a staff of qualified personnel to perform each of the work listed below. Consultants shall be responsive and maintain excellent working relationships with property owners, tenants, and City staff. Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. Consultants shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. Consultant services shall include providing: • Budgetary Estimates of Goodwill Loss Budgetary estimates are used by public agencies in planning and preparing a project budget. Consultant's estimates of goodwill loss will be based upon a "drive by" site inspection of the subject businesses, limited market research, and any publicly available data. In addition, these estimates will take into consideration Consultant's experience in preparing goodwill loss appraisals of comparable businesses, as well as our knowledge of relevant statutes and case law, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a brief letter. • Goodwill Loss Acquisition Appraisals During the early stages of property acquisition, Consultant can provide preliminary estimates of goodwill loss. Acquisition appraisals are based upon data, which may be provided by the business' ownership at its discretion. Such information may include: leases; background on the business provided via owner/management interviews; historical and prospective financial data; and information about proposed relocation sites. In addition, Consultant shall perform basic transactional research in light of our understanding of the business' operations and financial condition. Consultant will also coordinate with real estate and fixtures and equipment appraisers to avoid duplication of compensation. Further, Consultant's analyses will be guided by relevant statutory and case law pertaining to compensation for loss of goodwill. City Council City of Santa Ana FM2120�1 5/17/2022 Page Al-7 Consultant shall perform the following tasks: • Preparation of Preliminary Estimates • Preparation of Complete Loss of Goodwill Appraisals • Perform field work as necessary • Attend Pre -submission Review Conferences as required • Prepare Correspondence • Make presentations to city staff as needed • Perform special studies within the scope of Consultant's expertise. • Coordinate with other ROW consultants as necessary • Coordinate with City -hired Real Estate appraisers and FF&E appraisers as required. City Council City of Santa Ana PM212041 5/17/2022 Page Al-8 SPECIALITY AREA: III FURNITURE, FIXTURES, MACHINARY AND EQUIPMENT (FFME) APPRAISAL SERVICES Consultant shall complete work under the direction of City staff. Consultant shall, throughout the life of the Agreement retain within Consultant's firm a staff of qualified personnel to perform each of the work listed below. Consultants shall be responsive and maintain excellent working relationships with property owners, tenants, and City staff. Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. Consultants shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. Consultant services will include providing: • Budgetary Estimates of Fixtures and Equipment Values Budgetary estimates are used by public agencies in planning and preparing a project budget. Consultant's estimates of fixtures and equipment values will be based upon a "drive by" site inspection of the subject businesses, limited market research, and any publicly available data. In addition, the estimates take into consideration Consultant's experience in preparing fixtures and equipment appraisals of comparable businesses, as well as knowledge of relevant statutes and case laws, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a spreadsheet of estimates and a summary report. • Fixtures and Equipment Appraisals Consultant will provide a fully contained appraisal report, in triplicate and a digital file, of the improvements pertaining to the realty and major movable equipment of each business appraised. The report will include an estimate of the fair market value in place and liquidation value of all appropriate items and will be prepared in conformance with Article 3 of the California Code of Civil Procedure, Sections 1263.205 and 1263.210. (Compensation for losses in connection with movable personal property is included in the California Code of Regulations, Title 25, Sections 6090 and 6092.) Appraisal procedures will be guided by the USPAP. The improvements pertaining to the realty and major movable equipment for businesses that occupy multiple properties shall be clearly delineated by property address. In preparing each comprehensive appraisal, Consultant will: inspect the business' facility; prepare an inventory of the improvements pertaining to the realty and major movable equipment; coordinate appraisal activities with the real estate appraiser to avoid duplication of compensation; interview the business' owner/manager regarding the business' history, operations and tangible assets owned; and utilize generally accepted valuation methodology to determine the fair market value in place and liquidation value of the appropriate items owned by the business. Furniture, Fixtures and Equipment Appraisals tasks may include: • Inspect the business facility and perform field work as necessary • Prepare separate inventories for the Fixture and Immovable Equipment and Movable City Council City of Santa Ana Fff2120$jr1 5/17/2022 Page Al-9 Personal Property. • Coordinate appraisal activities with the real estate appraiser and /or Goodwill appraiser to avoid duplication of compensation • Interview the business owner regarding the history, operation and tangible assets owned. • Prepare report utilizing accepted valuation methodology to estimate the replacement cost, fair market value in place and salvage value of the appropriate items owned by each business operation. Perform Special Studies as required by the City within the scope of Consultant's expertise. • Attend meetings and present the reports and findings if necessary. PAYMENT AND INVOICING: Selected Consultant shall invoice the City based on time and material according to the City's standard invoice template. Tasks and hours shall be clearly identified and all rates must match those included in the approved agreement. City shall retain ten percent (10%) of the invoice amount from each payment until the completed Project has been accepted by the City. Each invoice must include a Consultant Progress Report that contains tasks and activities completed and summary of work in the next month period. Certificate of insurance must be current in order for invoices to be processed. CITY RESPONSIBILITIES: The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. • Facilitate meeting spaces and coordination with City staff • Access to City facilities CONSULTANT RESPONSIBILITIES: • Provide all required insurance as outlined in Attachment 2 of this RFP. • Submit renewal of Certificate of Insurance 30 days before expiring. • Ensure Certificate of Insurance is current when submitting invoices. SPECIAL REQUIREMENTS (ATTACHMENT 4) This project may utilize California Department of Transportation (Caltrans) funds and shall therefore comply with all state and federal requirements. The below referenced forms included in Attachment 4 (Additional Provisions) of the Appendix must be completed in their entirety and submitted with your proposal: • LAPM Exhibit 10-H: Sample Cost Proposal • LAPM Exhibit 10-01: Consultant Proposal DBE Commitment • LAPM Exhibit 10-02: Consultant Contract DBE Commitment (include within Fee Proposal hard copy package) City Council City of Santa Ana FM2,�O�l 5/17/2022 Page Al-10 • LAPM Exhibit 10-K: Consultant Certification of Contract Costs and Financial management System (include within Fee Proposal hard copy package) for Speciality Area A only. Please reference Caltrans Local Assistance Procedure Manual, Consultant Selection, Chapter 10, for further instructions and guidelines pertaining to the completion of these forms: https://dot.ca. gov/-/media/dot-media/programs/local-assistance/documents/Igpm/ch l O.pdf COMPLIANCE WITH REQUIREMENTS OF FUNDING AGENCY: This agreement may be funded with state and/or federal grant funds administered by Caltrans. Proposer shall comply with all requirements as they pertain to the use of these funds. Refer to Attachment 4 for Caltrans required forms, including Exhibit 10-H — Sample Cost Proposal (H2 for On -Call Contracts) in the Appendix of this RFP. DISADVANTAGED BUSINESS ENTERPRISES (DBE) GOAL: The Agency has established a DBE goal for this Contract. Proposers are encouraged to obtain DBE participation for this contract. Refer to Exhibit 10-I — Notice to Proposers DBE Information included in the Appendix of this RFP. Proposers must submit Exhibits 10-01 & 10-02 — Consultant Proposal & Contract DBE Commitment to demonstrate compliance with Agency's DBE goal. CONSULTANT AUDIT AND REVIEW PROCESS: (Speciality Area A - Acquisition/Relocation only) Prior to contract award and dependent on contract award amount, the selected Consultant(s) shall be subject to an audit or review by Caltrans' Audit and Investigations (A&I), other state audit organizations, or the federal government. The selected Consultant(s) shall complete Exhibit 10-K — Consultant Annual Certification of Indirect Costs and Financial Management System for all prime and sub -consultants in the Appendix of this RFP. To independently download any of the Caltrans Exhibits required per this RFP, visit: https:Hdot. ca. goy/pro grams/local-assistance/forms/local-assistance-procedures-manual-forms City Council City of Santa Ana PM212or 5/17/2022 Page Al-11 EXHIBIT B City Council 28 — 298 5/17/2022 r HODGES LACEY & ASSOCIATES, LLC RESPONSE TO ON -CALL RIGHT -OF WAY SERVICES: GOODWILL, FF&E, & PROPERTY MANAGEMENT RFP NO: 21-131 SPECIALTY AREA - II I FURNITURE, FIXTURES AND EQUIPMEMNT APPRAISAL SERVICES DATE OF SUBMITTAL: DECEMBER 21, 2021 606 WARWICK AVENUE THOUSAN❑ OAKS, CA 91360 City Council 28 — 299 5/17/2022 HODGES LACEY & ASSOCIATES LLC MAC14WERY. FTYFURES & EQ1APMENT APPRAISALS December 20, 2021 City of Santa Ana Attn: Kenny Nguyen Public Works Agency; M-36 20 Civic Center Plaza, 3' Floor, Ross Annex Santa Ana, CA 92701 PC Sox 1870 Thousand Oaks, CA 91358 Re: Proposal for On -Call Right of Way Specialty Services, RFP 21-131 Specialty Area I II Furniture, Fixtures and Equipment Appraisal Services Dear Mr. Nguyen: Hodges Lacey & Associates, LLC ("HLA") is pleased to provide herein, our proposal for On -Call Right of Way Specialty Services, in particular for Specialty Area !!I - Furniture, Fixtures and Equipment Appraisal Services. Richard Hodges, ASA and Mike Lacey, ASA have been providing furniture, fixtures and equipment appraisals for the City of Santa Ana and other public agencies for acquisition purposes throughout California for many years. Our narrative appraisal reports comply with Section 1263.205 of the California Code of Civil Procedure, which defines improvements pertaining to the realty, and Section 1263.320, which defines fair market value. Our appraisals conform to the Uniform Standards of Professional Appraisal Practice (USPAP), Caltrans guidelines and the bylaws of the American Society of Appraisers ASA as well as other state and federal guidelines. Project Manager and contact person is Richard Hodges, ASA, P.O. Box 1870, Thousand Oaks, CA 91358, Phone: (310) 528-0608, Fax: (800) 934-8092, Email: rich@hlappraisal.com We look forward to a continued relationship with the City of Santa Ana and we greatly appreciate the Proposal Review Committee's time and consideration. Sincerely, r Richard Hodges, ASA Partner City Council 28 — 300 5/17/2022 I STATEMENT OF QUALIFICATIONS b. AGREEMENT STATEMENT Hodges Lacey & Associates concurs with any and all provisions contained in the sample agreement attached as Attachment 2 in the Appendix of the RFP. c. Firm and Team Experience C dges LaceyAssociates Rich Hodges Mike Lacey Hodges Lacey & Associates is comprised of two partners. Richard Hodges and Michael Lacey will devote 60%-75% of their time to the proposed project. We are equally involved in all facets of appraisal assignments, including client interaction, field work, appraisal, and consultant communications. Both appraisers are subject to one another in terms of technical valuation and review. Richard Hodges is the primary contact/project manager for the firm. We believe in proactive contact with all consultants involved in our assignments whether for technical interaction or the availability to be of assistance due to our intimate knowledge of the site. Michael Lacey's experience in real estate appraisal is a great asset to our technical knowledge when working in conjunction with real estate appraisers and sometimes needing to appraise major improvements on more complicated business occupied properties. RESUMES Richard Hodges, ASA Partner Mr. Hodges has been actively appraising machinery and equipment since 1991. He has a wide breadth of experience, having appraised a variety of manufacturing, retail, and service business enterprises for many functions and purposes. Examples of assets appraised include boat building, restaurants, supermarkets, banks, car dealerships, hair salons, large beach vacation resort & spa, a public aquarium, printing equipment, medical practices, machine shops, service stations, mobile homes, an almond plant, and cellular telephone towers. City Council 28 — 301 5/17/2022 Appraisal purposes can include: Eminent domain, cost segregation, purchase price allocation; divorce, bankruptcy, charitable donation, buy/sell agreements, assistance to real estate appraisers, ad valorem, dissolutions, financing, insurance, leasing. Mr. Hodges has extensive expertise in the nuances of appraising fixtures and equipment for property acquisition by public agencies. He has worked directly with numerous relocation consultants, acquisition agents, public agencies, real property appraisers, attorneys, and business owners throughout California as well as Nevada, Arizona, and Oregon. He has appeared in several depositions and provided expert testimony in Los Angeles Superior Court. Mr. Hodges is an Accredited Senior Appraiser in the discipline of Machinery and Technical Specialties, designated by the American Society of Appraisers. He is a member of the Los Angeles chapter of the International Right of Way Association and an associate member of various chapters throughout California. He has served on the Los Angeles chapter's board of directors and co-chaired the Machinery and Technical Specialties Committee for the Los Angeles Chapter of the American Society of Appraisers. May 2009 - Present Hodges Lacey & Associates Partner Fixtures and equipment appraisals for property acquisition by public agencies as well as other purposes. March 1995 - May 2009 (14 years 2 months) Desmond, Marcello & Amster, Los Angeles., CA Senior Manager, Fixtures and Equipment Appraisals March 1992 - March 1995 (3 years) Hodges & Desmond. Camden, Maine Owner Fixtures and equipment appraisals for property acquisition by public agencies as well as liquidation value appraisals for public agencies in the State of Maine. March 1991 - March 1992 1 yearl Desmond & Marcello, Los Angeles, CA Manager - Camden, Maine Location Fixtures and equipment appraisals for property acquisition by public agencies as well as other purposes all over New England. Education: Some city college, general studies - Santa Monica City College - 1985-1968 Appraisal courses with the American society of Appraisers to achieve Accredited Senior Appraiser status (1997) in the discipline of Machinery & Technical Specialties as weal as additional specialty courses. City Council 28 - 302 5/17/2022 MICHAEL A. LACEY, ASA Partner . Other purposes include cost segregation, purchase price allocation, divorce, bankruptcy, charitable donation, buy/sell agreements, assistance to real estate appraisers, ad valorem, dissolutions, financing; insurance, leasing. He has a wide breadth of experience, having appraised a variety of manufacturing, retail, and service business enterprises for many functions and purposes. Examples of assets appraised include, restaurants, supermarkets, banks, car dealerships, hair salons, large beach vacation resort & spa, printing equipment, medical practices, machine shops, service stations., mobile homes, an almond plant, and cellular telephone towers. Mr. Lacey has been actively involved in appraisal assignments and project oversight. He has developed extensive expertise in the nuances of appraising fixtures and equipment within the context of eminent domain law and has given expert testimony in support of litigation. Mr. Lacey graduated from UCLA with a bachelor's degree in geography, with an emphasis in urban planning. He is an Accredited Senior Appraiser designated by the American Society of Appraisers in the discipline of Machinery and Technical Specialties. May 2009 — Present Hodges Lacey & Associates Partner Fixtures and Equipment Appraisals Se tember 2001 — May 2009 7 years 8 months Desmond, Marcello & Amster, Los Angeles, CA Manager Fixtures and Equipment Appraisals June 1999 — September 2001 (2 years 3 months} Harry Holzhauer & Associates, MAI, Oxnard, CA Appraiser Appraisal of real estate for property acquisition by public agencies. August 1995 — August 1998 (3 years) Proprietor/Operator Rosa's Cantina & Mexican Restaurant City Council 28 — 303 5/17/2022 Spring 1985 — Spring 1995 {10_years) Mark V Development Company Owner Development and management of commercial properties. Education: UCLA 1985, Bachelor's degree in geography with emphasis in urban planning. City Council 28 — 304 5/17/2022 d. UNDERSTANDING OF NEED HLA's standard methodology and approach in appraising the fixtures and equipment of businesses situated on properties to be acquired by public agencies are as follows: * Upon commencement of the engagement, the real estate appraiser(s) is contacted to discuss their approach to the property, as well as ours: in order to avoid duplication of compensation. At the earliest, as well as most appropriate time (which involves coordination with the City), contact letters are sent to the business owners to introduce ourselves, explain our function in the potential acquisition process and encourage their involvement in the appraisal process_ Particularly as it pertains to identifying the fixtures and equipment owned and/or installed by the business. Follow-up calls are placed to arrange field visits. V' Upon arrival on -site, we interview the business owner and/or management regarding the history of the business and the tangible assets owned and request a tour of the facility. f The Caulk of our on -site visit consists of preparing an inventory of the improvements pertaining to the realty and movable equipment. Within our appraisals, we separate improvements pertaining to the realty from movable equipment to better serve the client as well as the other consultants involved in the assignment. Once the field work is complete we utilize generally accepted valuation methodology including primarily the cost approach and the market approach, to estimate the replacement cost new, fair market value in place and salvage/liquidation value of the appropriate items owned by each business. Finally, a narrative report is produced, including pictures. Before the report is delivered. we contact the real estate appraiser again to discuss our improvements list as a final reconciliation to avoid duplication of compensation. Additionally, HLA will coordinate appraisal activities with the City's other consultants, representatives and legal counsel during the appraisal process. Hodges Lacey & Associates is a partnership of two, very experienced appraisers and we are very flexible and highly mobile in terms of availability and responsiveness to small and large projects alike. We appreciate the importance of timely delivery as it can affect the overall acquisition schedule. City Council 28 — 305 5/17/2022 e. RELEVANT PROJECT EXPERIENCE Richard Hodges and Mike Lacey have performed appraisals for the City of Santa Ana as well as many other cities and agencies over the years. The following is a sample list of relevant projects in the past five years: Orange County Transportation Authority_ OCTA - 2016-ongoing, providing fixtures & equipment appraisals for various projects including the 1-405 Improvement Project, Lincoln Avenue Project and the Raymond Avenue Project - Craig Farrington, Esq. (714) 415-1016 Los Angeles County Metropolitan Transportation Agency - 2012-ongoing, providing fixtures and equipment appraisals including most recently the Division 20 Portal Widening Project, the Link Union Station Project, the Airport Connector Transit Project and the Westside Purple line. Michael Daniels (213) 922-3584 City of Bakersfield - 2015-2018 - Centennial Corridor Project, providing approximately 50 fixtures & equipment appraisals for a wide variety of businesses. Victoria Cook (714) 767-9978 CALTRANS - 2013 - ongoing, various projects areas providing fixtures & equipment appraisals for a variety business types. Rebecca Levi, Esq. (619) 220-7316 Los Angeles World Airport (LAWA) - 2018 - ongoing, providing fixtures & equipment appraisals for the Landside Access Modernization Program. David Graeler, Esq. (310) 874-4802 Alameda Corridor -East Construction Authority -- 2018 - 2020, provided fixtures & equipment appraisals for the Montebello Underpass Project. Albert Harmon (951) 833-7439 Califomia High Speed Rail Authori - 2015 - 2019, Central Valley area, provided fixtures & equipment appraisals of multiple industrial and agricultural businesses. Larry Castellanos (925) 691-8500 f. REFERENCES Los Angeles World Airport (LAWA) - Landside Access Modernization Program David Graeler, Esq. Nossaman, LLP 777 South Figueroa Street. 34th Floor Los Angeles CA 90017 (310) 874-4802 dg raelerCa7,n ossama n . co m Los Angeles County Metropolitan Transportation Agency_- Multiple Light Rail Projects Craig Justesen Director, Real Property Management & Development One Gateway Plaza, 9th Floor Los Angeles CA 90012-2952 (562) 818-0302 JustesenCC rnetro.net City Council 28 — 306 5/17/2022 Orange County Transportation Authori — Various Transportation Projects Mr. Craig Farrington, Esq. Woodruff, Spradlin & Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, CA 92626 (714) 415-1016 cfarrington@wss-law.com 2. SCOPE OF SERVICES & SCHEDULE Hodges Lacey & Associates will adhere to the scope of services and schedule requirements as outlined in the RFP Scope of Work for Specialty Area tll as well as the approach to the assignments as indicated 1.d. above. Richard Hodges and Michael Lacey are particularly qualified to provide fixtures and equipment appraisals for public agencies. It represents 95% of our career work experience. We are acutely aware of the fact that we are representatives of the agency/City during the course of our work. Potential property acquisition can be a trying and emotional time for business owners, and we are very sensitive to this. We conduct ourselves in an understanding and professional manner, conducive to a comfortable and productive site visit. Due to the nature of our work, fixtures and equipment appraisers are on -site much longer than most of the other consultants on a project. It is our goal to leave business owners in a more comfortable and positive posture in working with the agency as the process moves forward. 3. FEE PROPOSAL As instructed, the fee proposal is contained in a separately sealed envelope. 4. CERTIFICATIONS AND SPECIAL. REQUIREMENT ATTACHMENTS Please see attached forms: 3-1: Non -Collusion Affidavit Certification ■ 3-2: Non -Lobbying Certification • 3-3: Non -Discrimination Certification ■ CATRANS EXHIBITS Good Faith Effort Forms and Documents City Council 28 — 307 5/17/2022 Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION A.FFIDAVrf (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance 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 share; 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 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 laid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and swam to (or affirmed) before me on this day of !� 20� by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. !"r Notary Public Signature Notary Public Seal City of Santa Aria RFP 21-131 Page A3-1 City Council 28 — 308 5/17/2022 CALIFORNIA ALL- PURPOSE CERTIFICATE OF 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'� �( i On 77 before me, L rG personally appeared � ( 11 (11 HOC. o e S who proved to me on the basis of satisfactory evid nce to be the person(s) whose narne(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislherltheir authorized capacity(ies), and that by hisfherltheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. l certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct- ar r WITNESS my ftd and official seal. `4 " Notary ub California N Ventura county Y Commission # 2378013 i �•"`�, My Comm. Expires Oct 9, 2025 No tarY Puuic si mature (Notary PUNC Seal) ADDITIONAL OPTIONAL INFORMATION fNSTRUC'110 S FOR COMPLET ING THIS FORM Th+s form canfpfies wieh cvrrtnr California statwes regar6ng nai vy w�or ding end DESCRIPTION OF 711E ATTACHED DOCUMENTilneeder� should be cnn+plered and arrached ro the do<iun"1. ,tcbrowledgmenu jrorn other Hates may be rompieted fcr documer+rr being seta to dw, stale so long �� _ / } �!1 as the wording does not Tq%i: e eke Cvlijo+-nia aarmr to violate CaliforniQ rnt�y fJ I Paw. CM or da}sc:iptlun of atta&*d kkxs menq State and Cmsnry iotformativa must be the Site and Cotmty where the document signers) Pemnally sppftred before the oatary pablk for aclrnawlcdgarnt T* or description of aifadwd docwent axwnued} Date of aotarixatioa onset be the daft that the siper(s) persaaally apPMed wt1jeb mess% alto be the tame date the admowkdgmr-ut is campleted. Number of Pages Document Date 1 • I'm nQtsrf pub& must ptiat his or her tome as it appears within his of her commiuioo followed by a eomrna and then you title (notary pubjkc • Ptiat the nsme(s) of d0=me= rigRafs) who pa-Soaally appear It the time of tiamriation- CAPACITY CLAIMED BY THE SIGNER • k4c2te the correct singslar err giursl forma by crossing off ineet:ect fbtn (i., ❑ tr'ldi}liaual (S) helshe/*05 - is Nara) or prehng the C9rreC1 fo=. Failure to eorrestly indicate this mfotmatim may lead to mjexrem of docun=f ferarding. ❑ Corporate Officef • The notary seal irnprcuioa resat be elms sad photographinlly reproducttge, unptcasioa must not cover taxi or lma. ti sell impression Mudge., re -teal if a uffictient seas perpsiss, otherwise complete a diffvent scimavriedgmrmt form_ ❑ Partner(s) SiBsature of lire notary public must match the sigssaturo On file with the office of tine county clerk. 0 Attomey.3n-Fact 4 ndditieacal mfcrmstiCM is as required but OMW help to ensure this [] Trustee(s) ac4a0w10dgmcat is Oct tnim&dd or atuehed to s differeat doC�f_ l ei iudicats titk or type of attached dram wk naraba of pars 0 fi Indicate die rapacity claimed by the aiper. if the chimed any is a c rp=tc offim. indicate the title C_e rr S rpn cx. --. to the signed doctt a 1IM2.2 Appendix ATTACHMENT 3-2: NUN -,LOBBYING CERTIFICATION CERTMCATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the malting of any federal grant, the malting of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal 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, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for malting or entering into this transaction imposed by Section 1352, Tithe 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Hodges Lacey & Associates LLC Signed and Printed Name: Title Partner Date 12/20/2021 Richard Hodges City of Santa Ana RFP 21-131 Page A3-2 City Council 28 — 310 5/17/2022 Appendix ATTACHMENT 3-3: NON-DISCRUM NATION CERTMCATION CERTMCATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant 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 Consultant 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 Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant 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 Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant 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 Consultant 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 Consultant'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 Consultant may be declared ineligible for further Governrnent 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. 7. The Consultant 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 City of Santa Ana RFP 21-131 Page A3-3 City Council 28 — 311 5/17/2022 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 Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant 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 consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: r Title: Partner Firm: Hodges Lacey & Associates LLC Date: 12/2012021 City of Santa Ana RFP 21-131 Page A3-4 City Council 28 — 312 5/17/2022 N CD m i x W 0 N G ❑ - U y Cn 7 U ❑ ix 3 2 i z CO r-71 Lij 'a J U a N tti i z 0 i o U � Q Z Q � 0 1 2 2 i LU ❑ i z m Q F- D ❑ ix z z Ca J 0 o ? 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Fa FA u7 i _- U m Ww _ z 1- W d Ui b � v F z I m VJ 17 w i m a a a a City Council 28 — 313 5/17/2022 4 2 0 F a z J J_ tv U [2 2 y Ci C 1 2 N c) u cc >, aaaaaaaaaa L a a a m a a a a m n m m m m m m m m m m = C C C C C C C C C C ❑ o o a Q a o v a Q Q 0 0 0 0 0 0 p 0 0 0 a d a 0 0 C3 � n n n n n n n �• n n m rn rn rn M os M (s M 0) 0 a, M L 3 � v �-Ln vvlf� N m Ln w N m�t Ln to N N N N N N N N N N 41 ❑ r-I rI r-I a —I H r-I H r-I ri ri m m m m m m m m m m m N N N N N N N N N L r-I r-I r-I 3 0 d N m mt V] LO N m Kr Ln LO N N N N N N N N N N O7 ❑ ri ri ri ri ri ri ri ri ri rl LL ` 1 y r4 r-1 r-I H ri ri rl H r i ri w K k 1 1 1 1 1 1 1 1 4 v ro w mp ]C u7 f 1 1 1 I co tn- 0oo ❑ fj oaaoa 2 s a v o 0 o O a d o 0 °so 6 6 0 a v o o a a y ri H —4 H r-f ri r-4 r-1 r-5 H c 0 m L.7 LA y H m n ¢ a VQQ] w txo U. CO06 0 ❑_ J ❑ C ¢ _ N b V¢ Ln � m m m � m L 2 ❑ w City Council 28 — 314 5/17/2022 N a CL � v Ai r ❑ U 7 x0 W N C y C ° ❑ C 6: t�j N a�p)j -C N G o- U U m C C] N as �❑m .N 0] z Ctii 6�3 N LL. w s_ p LAJ U _ r y `m n 0W C N M.L.. C m CL W Z Z O 7 ❑ ° :j m Q L) C 0 C) �a Q � U O. �, U :7 a -A L)u� a ❑ yLj a z z d 0 N m if M i LL NQ1� Lfl y C7 z [a W di �❑' 0 U 0 a w n°' u -- `� a a _ 3 d a] L3 = Q z i- Qi U t O r m 2 W O fv � W a z O Z _ rL❑ 0 M P 16 �;n v °U x v Ca i-+ Y j - LL. � .. LLl q z O cu' 0+ �:: H- ❑ U ui�� ❑ LL ¢ L] U L) = Q.-0 + N W W [4 O 0 m E LALL E O II N pTj :3 V1 y ca ] t1 w L E,_ N�^ ❑ z nsED mains o LL ear u°`o E C ro Y U CA C ❑ •N i1J 7. p7 0 En N � •= z y Q W W M N t- ❑ r�e EPm au0 3 in Il] v Z , r"t [ 7 d a(:)o0a0 0100000 v a o 0 0 Ca 6f; Vk fH (39. 6;) a Chi m � Cl rr � � o 0 � r Q � VI W Z co 00 L) H LU It W 2 F- ❑ Ey U-.�7 ❑ w J 0 � O 'w R LLJCL •0 7 L) to 0 -D M @ �NC7�Li7 C C C C C �❑�� py ❑ ❑ ❑ ❑ ❑ �.� a� Lz u] Z uuuuu 2 a >C]ciCn®r) w c N Y v E a°0i 3 U fC CL N p C n E � � a � C vL U CL o CL CL d a � M GO C C rC W ❑o a m m � ❑ 3 N � c U b is V v U CQ > _ o t m a Q C v -_ dl T C � C•] m 5 Cqs 0(rL C m C w M 7 r E°j�'yE� ❑ 'nCL U G 6] CES 'U CL 3 V L L 47 0] N to V N L7A ❑ h E ❑ Ea rn 0 O y E •c= i6 p V y m m ❑ .N N Q F C �Q CO CL y a E n a N p)a to v 0 W U Eo ❑ 0 2 0 W G6 V = Q 7 d N ❑ U p = M `m uss a m E Ld to 3 m ❑ o �tZ Y� yr r n; ri 4 Ui to 0 z City Council 28 — 315 5/17/2022 City Council 28 — 3]8 517 2022 Local Assistance Procedures Manual EXHIBIT 10-1-12 Cost Proposal EXHIBIT 10-H2 COST PROPOSAL Page 3 of 3 Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 7. Generally Accepted Accounting Principles (GAAP) 8. Terms and conditions of the contract 9. Title 23 United States Code Section 112 - Letting of Contracts 10. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 11. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 12. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Hoard (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Prime Consultant or Subconsultant Certifvin Richard Hodges *_ 4.4 �tl L lZ Name: Title � Signature:# Date of Certification (mm/ddlyyyy): 12/20/2021 Email: rich@htappraisal.com Phone Number: 310-528-0608 Address: 606 Warwick Ave, Thousand Oaks, CA 91360 . An individual executive or financial officer of the cons uRant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. List services the consultant is providing under the proposed contract: Specialty Area I11, FFME Appraisals Page 7 of 9 January 2020 City Council 28 — 317 5/17/2022 Local Assistance Procedures Manual Exhibit 10-K Consultant Annual Certification of Indirect Costs and Financial Management System EXHIBIT 10-K CoNsULTANT ANNUAL CERT ICATION OF INDIRECT CDSTs AND] FINANCDAL MANAGEMENT SYSTEM (Iote: If a Safe Harbor Indirect Cost Rate is approved, Chas form is not required) Consultant's Full Legal Name: Hodges Lacey & Associates LLC Important: Consultant means the individual or consultant providing engineering and design related services as a party of a contract with a recipient or sub -recipient of Federal assistance. Therefore. the Indirect Cost Rate(s) shall not be combined with its parent company or subsidiaries. Combined Rate 38• 90 % OR Home Office Rate % and Field Office Rate (if applicable) -% Facilities Capital Cost of Money -% (if applicable) Fiscal period * 12/31 /2021 * Fiscal period is annual one year applicable accounting period that the Indirect Cost Rate was developed (not the contract period). The Indirect Cost Rate is based on the consultant's one-year applicable accounting period for which financial statements are regularly prepared by the consultant. I have reviewed the proposal to establish an Indirect Cost Rate(s) for the fiscal period as specified above and have determined to the best of my knowledge and belief that: ■ All costs included in the cost proposal to establish the indirect cost rate(s) are allowable in accordance with the cost principles of the Federal Acquisition Regulation (FAR) 48, Code of Federal Regulations (CFR), Chapter 1, Part 31 (48 CFR Part 31); • The cost proposal does not include any costs which are expressly unallowable under the cost principles of 48 CFR Part 31; • The accounting treatment and billing of prevailing wage delta costs are consistent with our prevailing wage policy as either direct labor, indirect costs, or other direct costs on all federally - funded A&E Consultant Contracts. • All known material transactions or events that have occurred subsequent to year-end affecting the consultant's ownership, organization, and indirect cost rates have been disclosed as of the date of this certification. I am providing the required and applicable documents as instructed on Exhibit I O-A, Financial Management System: Our labor charging, job costing, and accounting systems meet tb.e standards for financial reporting, accounting records, and internal control adequate to demonstrate that costs claimed have been incurred, appropriately accounted for, are allocable to the contract, and comply with the federal requirements as set forth in Title 23 United States Code (U.S.C.) Section 112(b)(2); 48 CFRPart 31.201-2(d); 23 CFR Chanter 1, Part 372.11(a)(4 and all applicable state and federal rules and regulations. Our financial management system has the following attributes: • Account numbers identifying allowable direct, indirect, and unallowable cost accounts; ■ Ability to accumulate and segregate allowable direct, indirect, and unallowable costs into separate cost Page 1 of 2 March 2018 City Council 28 — 318 5/17/2022 Local Assistance Procedures Manual Exhibit 10-K Consultant Annual Certification of Indirect Costs and Financial Management System accounts,- ■ Ability to accumulate and segregate allowable direct costs by project, contract and type of cost; ■ Internal controls to maintain integrity of financial management system; • Ability to account and record costs consistently and to ensure costs billed are in compliance with FAR; • Ability to ensure and demonstrate costs billed reconcile to general ledgers and job costing system; and ■ Ability to ensure costs are in compliance with contract terms and federal and state requirement I also understand that failure to comply with 48 CFR Part 16.301-3 or knowingly charge unallowable costs to Federal -Aid Highway Program (FAHP) contracts may result in possible penalties and sanctions as provided by the following: ■ Sanctions and Penalties - 23 CFR Part 172.1 l(c)(4) ■ False Claims Act -Title 31 U.S.C. Sections 3729-3733 ■ Statements or entries generally -Title IS U.S.C,_ Section IOU 1 ■ Major Fraud Act -Title 18 U-S.C. Section 1031 All A&E Contract Informationm • Total participation amount $ 0,00 on all State and FAHP contracts for Architectural & Engineering services that the consultant received in the last three fiscal periods. • The number of states in which the consultant does business is t • Years of consultant's experience with 48 CFR Part 31 is • Audit history of the consultant's current and prior years (if applicable) 0 Cognizant ICR Audit ❑ Local Gov't ICR Audit 0 Caltrans ICR Audit © CPA ICR Audit El Federal Gov't ICR Audit I, the undersigned, certify all of the abode to the best of my knowledge and belief and that I have reviewed the Indirect Cost Rate Schedule to determine that any costs which are expressly unallowable under the Federal cost principles have been removed and comply with Title 23 tJ.S.C. Section 1 l^(b)(2), 48 CFR Part 23 CFR Part 172, and all applicable state and federal rules and regulations. I also certify that I understand that all documentation of compliance must be retained by the consultant. I hereby acknowledge that costs that are noncompliant with the federal and state requirements are not eligible for reimbursement and must be returned to Caltrans. Name**: Richard Hodges Title**: .� 2 I•� Signature: `� Date of Certification (mnVdd/yyyy): 12/20/2021 Email**: rich (Ph lappraisal.com Phone Number**: 310-528-0608 **An individual executive or financial officer ofthe consultant's or subeonim, nt's organization at a level no lower than a Vice Prudent, a Cmet Financial officer, or equivalent, who has authority to represent the financial information aged to establish the indirect cost rate. Note: Both prime and subconsultants as parties of a contract must complete their own Exhibit I0-K forms. Caltrans will not process local agency's invoices until a complete Exhibit 10-Kform is accepted and approved by Caltrans Audits and Investigations. Mtrihution: 1) Original - Local Agency Project File 2) Copy - Consultant 3) Copy - Caltrsus Audits and investigations Page 2 of 2 March 2018 City Council 28 — 319 5/17/2022 Local Assistance Procedures Manual Exhibit 10-01 Consultant Proposal DBE Commitment EXHOIT 10-01 CONSULTANT PRoPosAL DBE CvMM1TMENT 1. Local Agency: City of Santa Ana 3. Project Description: On Call Right of Way Services 4. Project Location: City of Santa Ana, California 5. Consultant's Name: Hodges Lacey & Associates LLC 2. Contract DBE Goal: 8% 6. Prime Certified DBE: 7. Description of Work, Service, a Materials Supplied 8. DBE Certification Number 9, DBE Contact Information 10. DBE % Fixtures & Equipment Appraisals N/A NIA 000 Local Agency to Complete this Section 11. TOTAL CLAIMED DBE PARTICIPATIDPARTICIPATION4.Otii Ioo 17. Local Agency Contract Number. 18. Federal -Aid Project Number: 113. Proposed Contract Execution Date: IMPORTANT: Identify all DBE firms being claimed for credit, 20. Consultant's Ranking after Evaluation: Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate. regardless of tier. W Kitten confirmation of each listed DBE is required. - � 12/20/2021 12. Preparer's Signature 13. Date Richard Hodges 310-528-0608 14. Preparers Name 15. Phone Partner 16. Preparer's Title DISTRIBUTION: original — Included with consultant's proposal to local agency. ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410orTDD (916) 654- 3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. LPP 18-01 Page 1 of 2 January 2019 City Council 28 — 320 5/17/2022 Local Assistance Procedures Manual Exhibit 10-02 Consultant Contract DBE Commitment EXHIBIT 10-02 CONSULTANT CONTRACT DBE COMMITMENT 1. Local Agency: City of Santa Ana 3- Project Description: On Call Right of Way Services 4. Project Location: City of Santa Ana, California 5. Consultant's Name. Hodges Lacey & Associates 1 g. Prime Certified DBE: E7 7. Total Contract Award Amount: 8, Total Dollar Amount for ALL Subconsultents: 9. Total Number of ALL Su bco ns ultants: 2. Contract DBE Goal: 8% 10. Description of Work, Service, or Materials Supplied 11-DBE Certification Number 12. DBE Contact Information 13. DBE Dollar ollar Amount _ 0.0Q r ieS �"�Gf� rrrNut NIA NIA $ 0.00 �fu�,'4 roe;S�Y s LocaI Agency to Complete this Section 14. TOTAL CLAIMED DBE PARTICIPATION $0.00 20. Local Agency Contract NI ­ hr 21. Federal -Aid Project Number' 22, Contract Execution nafP Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate. IMPORTANT: Identify a1I DBE firms being claimed for credit, regardless of tier. Written confirmation of each listed DBE is required. r 12/20/2021 23. Local Agency Representative's Signature 24- Date 15. Preparer's Signature 16. Date Richard Hodges 310-528-0608 25. Local Agency Representative's Name 2&- Phone 17- Preparers Name 18. Phone Partner 27_ Local Agency Representative's Title 19, Preparer's Title DISTRIBUTION: 1. Original - Local Agency 2. Copy - Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 34 days of contract execution may result in de -obligation of federal funds on contract- ADA Notice: For individuals wth sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 orTD4 (916)654 3880 or write Records and Farms Management, 1120 N Street, MS-89, Sacramento, CA 95914. Page 1 of 2 July 23, 2015 City Council 28 — 321 5/17/2022 Local Assistance Procedures Manual Exhibit 15-H Proposer/Contractor Good Faith Effort EXHIBIT 15-H: PROPOSERICONTRACTOR GOOD FAITH EFFORTS Federal -aid Project No(s).RFP No: 21-131 Cost Proposal Due Date 12123/2021 P E/C E Bid Opening Date 7',9P CON The City of Santa Ana established a Disadvantaged Business Enterprise PBE7 goal of 8.00% for this contract. The information provided herein shows the required good faith efforts to meet or exceed the DBE contract goal. Proposers or bidders submit the following information to document their good faith efforts within five (5) calendar days from cost proposal due date or bid opening. Proposers and bidders are recommended to submit the following information even if the Exhibit 10-01: Consultant Proposal DBE Commitments or Exhibit 15-G: Construction Contract DBE Commitment indicate that the proposer or bidder has met the DBE goal. This form protects the proposer's or bidder's eligibility for award of the contract if the administering agency determines that the bidder failed to meet the goal for various reasons, e.g., a DBE firm was not certified at bid opening, or the bidder made a mathematical error. The following items are listed in the Section entitled "Submission of DBE Commitment" of the Special Provisions, please attach additional sheets as needed: A. The names and dates of each publication in which a request for DBE participation for this project was placed by the bidder (please attach copies of advertisements or proofs of publication): Publications Dates of Advertisement N/A B, The names and dates of written notices sent to certified DBEs soliciting bids for this project and the dates and methods used for following up initial solicitations to determine with certainty whether the DBEs were interested (please attach copies of solicitations, telephone records, fax confirmations, etc.): Names of DBEs Solicited Date of Initial Solicitation Follow Up Methods and Dates See attached list with emailed letters 12/13/2021 12/15/2021 NAICS Code 541990 Page 1 of 3 May 2020 City Council 28 — 322 5/17/2022 Local Assistance Procedures Manual Exhibit 15-H Proposer/Contractor Good Faith Effort C. The items of work made available to DBE firms including those unbundled contract work items into economically feasible units to facilitate DBE participation, It Is the bidders responsibility to demonstrate that sufficient work to facilitate DBE participation in order to meet or exceed the DBE contract goal. Items of Proposer or Bidder Breakdown of Amount Percentage Work Normally Performs Item items {$} Of (Y/N) Contract F&E Appraisal Yes N/A 8.00% Pick 0.00% Pick 0.00% Pick 4. 0% D. The names, addresses and phone numbers of rejected DBE firms, the reasons for the bidder's rejection of the DBEs, the firms selected for that worst (please attach copies of quotes from the firms involved), and the price difference for each DBE if the selected firm is not a DBE - Names, addresses and phone numbers of rejected DBEs and the reasons for the bidder's rejection of the DBEs* None found. Names, addresses and phone numbers of firms selected for the work above: None found. E. Efforts (e.g. in advertisements and solicitations) made to assist interested DBEs in obtaining information related to the plans, specifications and requirements for the work which was provided to DBEs: Documents link was provided in our outreach. Page 2 of 3 May 2020 City Council 28 — 323 5/17/2022 Local Assistance Procedures Manual Exhibit 15-H Proposer/Contractor Good Faith Effort F. Efforts (e.g. in advertisements and solicitations) made to assist interested DBEs in obtaining bonding, lines of credit or insurance, necessary equipment, supplies, materials, or related assistance or services, excluding supplies and equipment the DBE subcontractor purchases or leases from the prime contractor or its affiliate: We offered assistance regarding obtaining insurance. G. The names of agencies, organizations or groups contacted to provide assistance in contacting, recruiting and using DBE firms (please attach copies of requests to agencies and any responses received, i.e., lists, Internet page download, etc.): Name of Agency/Organization Method/Date of Contact Results Black Business Association Emailed December 14, 2021 None Woman's Business Counsil West Emailed December 14, 2021 Bone American Indian Chamber of Commerce Emailed December 14. 2021 None H. Any additional data to support a demonstration of good faith efforts: As of this writing, we are unaware of any DBEs in our particular discipline within the State of California and in particular, any that are familiar with our type of appraisal duties in the context of eminent domain law. We are actively involved with the American Society of Appraisers, colleagues in our discipline, and we practice all over the state. We are constantly on the lookout for such companies but to no avail thus far. We d❑ not have any purchasing or leasing opportunities to assist in reaching the DBE goal. We made exhaustive GFE 1 year ago with LA Metro which included an ad in LA Times and two Online publishing companies. Page 3 of 3 May 2020 City Council 28 — 324 5/17/2022 NOTIFICATION EMA-LLS TO DBE FIRMS IN CUCP DATABASE, NAICS CODE 541990 APPROXIMATELY 200 WERE SENT EMA.ILS (ENTIRE CUCP LIST). NO RESPONSES WERE RECEIVED. ATTACHED COPIES FOLLOW THIS PAGE. City Council 28 — 325 5/17/2022 Tuesday, December 21, 2021 at 09:28:36 Pacific Standard Time Subject: DBE Opportunity for Fixtures and Equipment Appraisal Services Date: Monday, December 13, 2021 at 1:12:56 PM Pacific Standard Time From: rich hlappraisal.com To: rich hlappraisal.com BCC: nbeck@2ndnaturellc.com, jamesyi20019gmail.com, setma@abinadergroup.com, rjones@accuratescreens.com, Carlos@ADSconceptslnc.com, ❑Munoz@AEiCEC.com, forge@aero-enviro.com, ka@afshaconsult.com, pomomoh@agathoslabs.com, ej@agiintl.com, traci@airquestinc.com, tboyle@airquestinc.com, ksaid@alnaifconsulting.com, latosha.imani@almega-analytix.com, razerbegi@ambient-e.com, restimo@amsconsu[ting.net, eng.yeong@goanalyzer.com, ANN@ANNCHENGCONSULTING.COM, dorota@aohcorp.com, Dushyant@appmateng.com, FCallender@apsdbe.com, HBaribeau@AQUAlityeng.com, rturner@archaeopaleo.com, aprmi@archaeopaleo.com, becky@areawest.net, gjenifer@argdiversity.com, info@baincorp.com, hmoreno@bainbridge-env.com, BARBARA@ARTBUILDSCOMMUNITY.COM, Miuliel(im@gmail.com, spatel@beyazpatel.com, cboudreau@boudreaulic.com, patrice@brandgov.com, brianansari@brianansariandassociatesinc.com, info@bcseasy.com, nb@buriesonconsulting.com, info@cveas.com, minnie@cveas.com, micheIle@chapmanappraisals.com, jmariani@charistechengineersconsultants.com, charles@chstrawterdesign.com, pmeng@civilearth.com, ckennedy@ckgenvironmental.com, monique@cmconstructionservices.com, fespana@cornercubeinc.com, maribet@cpm- partners.com, tracy@craig-communications.com, CXie@Crystallogy.com, bsumpter@csi- compliance.com, robin@CTlenviro,com, coral@cural[um.com, daiy.rvrsde@sbcglobal.net, Maria.Hatfield@dattell.com, maritsag@drainc.com, Bike@deltacs.com, abili@deltechengineeringinc.com, msz@de-cm.com, jennyyoung@directionallogic.com, walker@DPandMerch.com, jcwdbs@gmaii.com, dmwiggins@documentmanagers.us, ddesmond@donnadesmond.com, ayoung@drmintl.com, ccwang@dynamicESI.com, anne@ecobridges.net, EcoFoliaDesign@gmail.com, efeconsultinginc@gmaii.com, elham@e- planning.com, jacinta.badelita@elleconsultantsinc.com, badelitab@yahoo.com, endemicmgmt@gmail.com, HROBLES@ENTOSERV.COM, sggrant@envirocommunications.com, vicki@eclimited.com, asoka@egsconsultants.com, habtemariam—kandas@yahoo.com, khabtema—kandas@yahoo.com, dofwono@firstoncompliance.com, Jody@gallawayenterprises.com, christy@cgarlandconsulting.com, winslow@garniergroup.com, Info@geodeenvironmental.com, egoff@geomorphis.com, aramos@gpsi-corp.com, Basu@gesusa.org, eileen.reilly@globaltrainservices.com, kweddle@jps.net, andrea@gpaconsulting-us.com, miwh.gap@gmail.com, meagan@hmmh.com, cwozniak@hmmh.com, harristax@hotmail.com, rh@hattincm.com, michael@hudsonhrs.com, tigus@ca.rr.com, ehirani@infiniteconsuitingcorp.com, sgill@iccsinc.net, leslie@inspectionservices.net, jkrotoff@isrl[c.us, sbg@iEITransit.com, virginia@onsitehealthandsafety.com, virginia.mcaIlister@!ronhorse.emait, josephine@jps- inc.com, isaac@jupiterunmanned.com, juan@kaizenergy[ic.com, kandaprojectservices@yahoo.com, seyer6967@yahoo.com, sknapp@kfhgroup.com, admin@knrm-nsn.us, knl.support.svc@sbcglobal.net, kristi@klmcons.com, krisd@kompli.com, lgallegos@lsgailegos.com, kstewart@lsgallegos.com, (aura@Ilusterassociates.com, rmartinez@lagunageosciences.com, jl@leothacue.com, LINDSEY@LKPLANNING.COM, j lopez@lopezengineering.com, karen.m11ler@m2resource.com, enelson@mack5.com, sally@sallymagee.com, sally@mageeleadership.com, mburke@marinack.com, admin@metropia.com, marybeth@miceliconsulting.com, City Council 28 — 326 5/17/2022 Page 1 of 3 michelle.derobertis@gmaii.com, joe@moderntimesinc.com, joe@moraespham.com, marsha@moraespham.com, manuel@moriconsulting.net, neil@nhassociates.com, monica@newhouse.associates, theallenprojectva@gmail.com, jbrown@nbaycc.com, jeffs@northgrove-engineering.com, gbennett@olhinc.com, ONTRACKRR@YAHOO.COM, kcheng@opacengineers.com, cerila.gailliard@oysllc.com, susanne.heim@panoramaenv.com, spauldhiman@gmail.com, critpathpetersonscheduling@gmail.com, ashoksen@pm2cm.com, fpadilla@precisionsurveyor.com, jhaw@primeabacus.com, lee.thomas@thepcsinc.com, Protechinsp@gmaii.com, aramos@ramoscs.com, Steve.CarlEton@ranieng.com, reddyanthropology@gmaii.com, Michelle@ ReGenConsulting.com, grkraju@hotmail.com, royalpalmsolutions@gmail.com, imtiaz@SHE-CONSUJANTCOM, nsaylor@saylorconsulting.com, schaeferecology@cox.net, Christina@schaeferecology.com, contact@sdmanaged.com, carliane@seajayenv.com, gurcharansidhu@sbcglobal.net, rsoneja@simplex-cm.com, majiake@sonika.com, siva@SparksoftCorp.com, spsingh@pacbell.net, skirkpatrick@srkeng.com, RoLewis@SRLenterprises.com, jgrenda@sricrm.com, Crosse@strategydriver.com, peter@structusinc.com, info@suenramassoc.com, Sumire.Gant@gmail.com, Sengo@SurveyCounting.com, tmanzo@sutraresearch.com, Shesi.xie@SXMstrategies.com, namin@tjkm.com, info@talsonsolutions.com, tkim@tech-enggroup.com, Info@thegcrew.com, Chris@therobertgroup.com, atchan@theuracare.com, Roy@ThinkNowResearch.com, barbarathomsonl6@gmail,com, robert@titan-enviro.com, AMartinez@ToppingOutLLC.com, tshaka@toureassociates.com, jaime@trafficpatterns.net, tsedesign@aol.com, bhargrove@transsolutions.com, ktremaine@tremaine.us, Lisa@Trifilett!Consulting.com, monica.romero@triunityeng.com, tony.tyler@tyiercommunications.net, ugadiinc@gmail.com, Cesar@unicoengineering.com, Bruce@fukuji.com, Idias@up-partners.com, wendy@urbanapreservation.com, urbana@urbanapreservation.com, agarcia@v- lconsulting.com, Rroberts@valancourt.com, safeworki@valuesustainability.com, Chaldwin@vdcotech.com, info@virtekcompany.com, dawn@volanno.com, itw_admin@volanno.com, jvargas@vsceinc.com, bward@wardllc.com, info @wiltecusa-co m, syoo@ydgengineers.com, jennifer@yea mansconsulting.com, CFagih@ZandKconsultants.corn Attachments: image001.emz, image007.png, image008.emz, image009.png, image010.jpg P.O, Box 1970 TUwsaM Oaks, CA 91358 December 13, 2021 Re: Project: RFP NO.: 21-13 1 -ON-CALL RIGHT OF WAY SERVICES: GOODWILL, FF&E, & PROPERTY MANAGEMENT Owner: CITY OF SANTA ANA Public Works Agency Bid/Proposal Due Date: December 21, 2021 @7a 2:00pm DBE Participation Opportunity Greetings! City Council 28 — 327 5/17/2022 Page 2 of 3 Hodges Lacey & Associates LLC "HLA" is proposing on the above project as a prime contractor in Specialty Area III FF&E and we are seeking DBE firms experienced in Appraising Furniture, Fixtures and Equipment for eminent domain purposes in California. DBE firms must be currently (or by the proposal due date) certified under the California Unified Certification Program. There is a DBE goal for this project (TBD). The RFP document is available at "https://www.planetbids.com/portal/portaI.cfm?CompanylD=20137". Should you need any assistance in obtaining insurance, please feel free to call us. In response to the City of Santa Ana's DBE program, HLA intends to conduct itself in "Good Faith" with DBE firms regarding participation on this project. Feel free to contact us by phone or email with your qualifications and interest or any firms you believe would be interested. Interested firms must respond to HLA by 2PM (PST), December 17, 202I in order to fairly evaluate firrns and assist where needed. Best regards, Richard Hodges, ASA Partner Hodges Lacey & Associates LLC Cell: 310-528-0608 rich u711412 rail i. o -Fair winds and calm seas Richard Hodges, ASA Hodges Lacey & Associates 310-528-0608 rich @ h la ppra isa l.com City Council 28 — 328 5/17/2022 Page 3 of 3 Tuesday, December 21, 2021 at 09.30:36 Pacific Standard Time Subject: DBE OPPORTUNITY FOR FIXTURES & EQUIPMENT APPRAISAL SERVICES Date: Wednesday, December 15, 2021 at 9:37.49 AM Pacific Standard Time From: rich hlappraisal.com To: rich hlappraisal.com BCC: nbeck@2ndnaturellc.com, jamesyi2001@gmail.com, selma@abinadergroup.com, rjones@accuratescreens.com, Carlos@ADSconceptslnc.com, DMunoz@AEICEC.com, jorge@aero-enviro.com, ka@afshaconsult.com, pomomoh@agathosiabs.com, ej@agiintl.com, traci@airquesdnc.com, tboyle@airquestinc.com, ksaid@alnaifconsulting.com, latosha.imani@almega-analytix.com, razerbegi@amblent-e.com, restimo@amsconsulting.net, eng.yeong@goanalyzer.com, ANN@ANNCHENGCONSULTiNG.COM, dorota@aohcorp.com, ❑ushyant@appmateng.com, FCallender@apsdbe.com, HBaribeau@AQUAlityeng.com, rturner@archaeopaleo.com, aprmi@archaeopaleo.com, becky@areawest.net, gjenifer@argdiversity.com, info@baincorp.com, hmoreno@bainbridge-enucom, BARBARA@ARTBUILDSCOMMUNITY.COM, MJulieKim@gmail.com, spatel@beyazpatel.com, cboudreau@boudreaullc.com, patrice@brandgov.com, brianansari@brianansariandassociatesinc.cam, info@bcseasy.com, nb@burlesonconsulting.com, info@cveas.com, minnie@cveas.com, jmariani@charistechengineersconsultants.com, charles@chstrawterdesign.com, pmeng@civilearth.com, ckennedy@ckgenvironmental.com, monique@cmconstructionservices.com, fespana@cornercubeinc.com, maribel@cpm- partners.com, tracy@craig-communications.com, CXie@Crystallogy.com, bsumpter@csi- compliance.com, robin@Cilenviro.com, coral@curalium.com, daly.rvrsde@sbcglobal.net, Maria.Hatfield@dattelI.com, maritsag@drainc.com, sike@deltacs.com, abili@deltechengineeringinc.com, msz@de-cm.com, jennyyoung@directionallogic.com, walker@DPandMerch.com, jcwdbs@gmail.com, dmwiggins@documentmanagers.us, ddesmond@donnadesmond.com, ayoung@drmintl.com, ccwang@dynamicESI.com, anne@ecobridges.net, EcoFoliaDesign@gmail.com, efeconsultinginc@gmaii.com, elham@e- planning.com, jacinta.badeIita@elleconsultantsinc.com, bade Iitab@yahoo.com, endemicmgmt@gmail.com, H ROBLES@ ENTOSERV.COM, sggrant@envirocommunications.com, vicki@eciimited.com, asoka@egsconsultants.com, habtemariam_kandas@yahoo.com, khabtema_kandas@yahoo.com, dofwono@firstoncompliance.com, Jody@gallawayenterprises.com, christy@cgarlandconsulting.com, winslow@garniergroup.com, info@geodeenvironmental.com, egoff@geomorphis.com, aramos@gpsi-corp.com, Basu@gesusa.org, eileen.reilly@globaltrainservices.com, kweddle@jps.net, andrea@gpaconsulting-us.com, mlwh.gap@gmaii.com, meagan@hmmh.com, cwozniak@hmmh.com, harristax@hotmail.com, rh@hattincm.com, michael@hudsonhrs.com, tigus@ca.rrcom, ehirani@infiniteconsultingcorp.com, sgill@iccsinc.net, leslie@inspectionservices.net, jkroloff@isrllc.us, sbg@IEITransit.com, virginia@onsitehealthandsafety.com, virginia.mcaIlister@iron horse.emai1, josephinefts- inc.com, isaac@jupiterunmanned.com, juan@kaizenergyllc.com, kandaprojectservices@yahoo.com, seyer5957@yahoo.com, sknapp@kfhgroup.com, admin@knrm-nsn.us, knl.support.svc@sbcglobai.net, kristi@klmcons.com, kristi@kompli.com, Igallegos@lsgallegos.com, kstewart@lsgallegos-com, laura@llusterassociates.com, rmartinez@lagunageosciences.com, jl@leothacue.com, LINDSEY@LKPLANNiNG.COM,Alopez@lopezengineering.com, karen.miller@mzresource.com, enelson@mack5.com, sally@sallymagee.com, sally@mageeleadership.com, mburke@marinack.com, admin@metropia.com, marybeth@miceliconsulting.com, City Council 28 — 329 5/17/2022 Page 1 of 3 michelle.derobertis@gmail.com, joe@moderntimesinc.com, joe@moraespham.com, marsha@moraespham.com, manuel@moriconsulting.net, neil@nhassociates.com, monica@newhouse.associates, theaIlenprojectva@gmail.com, jbrown@nbaycc.com, jells@northgrove-engineering.com, gbennett@olhinc.com, ONTRACKRR@YAHOO.COM, kcheng@opacengineers.com, cerila.gailliard@oysllc.com, susanne.heim@panoramaenv.com, spauldhiman@gmail,com, critpathpetersonscheduting@gmail.com, ashoksen@pm2cm.corn, fpadilla@precisionsurveyor.com, jhaw@primeabacus.com, lee.thomas@thepcsinc.com, Protechinsp@gmaii.com, aramos@ramoscs.com, Steve.CarlEton@ranieng.com, reddyanthropology@gmaii.com, Michelle@ ReGenConsulting.com, grkraju@hotmall.com, royalpalmsoiutions@gmail.com, imtiaz@SHE-CONSULTANTCOM, nsaylor@saylorconsulting.com, schaeferecology@cox.net, Christina@schaeferecology.com, contact@sdmanaged-com, carliane@seajayenv.com, gurcharansidhu@sbcglobal.net, rsoneja@simplex cm.com, majiake@sonika.com, siva@SparksoftCorp.com, spsingh@pacbell.net, skirkpatrick@srkeng.com, RoLewis@SRLenterprises.com, jgrenda@sricrm.com, crosse@strategydriver.com, peter@structusinccom, info@suenramassoc.com, Sumire.Gant@gmail.com, Bengo@SurveyCounting.com, tmanzo@sutraresearch.com, Shesi.xie@SXMstrategies.com, namin@tjkm.com, info@talsonsolutions.com, tkim@tech-enggroup,com, Info@thegcrew.com, chris@therobertgroup.com, atchan@theuracare.com, Roy@ThinkNowResearch.com, barbarathomsonl6@gmail.com, robert@titan-enviro.com, AMartinez@Topping0utLLC.com, tshaka@toureassociates.com, jaime@trafFicpatterns.net, tsedesign@aol.com, bhargrove@transsolutions.com, ktremaine@tremaine.us, Lisa@TrifilettiConsulting.com, monica.romero@triunityeng.com, tong.tyler@tylercommunications.net, ugadiinc@gmaii.com, cesar@unicoengineering.com, brute@fukuji.com, ldias@up-partners.com, wendy@urbanapreservation.com, urbana@urbanapreservation.com, agarcia@v- 1consulting.com, Rroberts@valancourt.com, safeworki@valuesustainabiiity.com, Cbaldwin@vdcotech.com, info@virtekcompany.com, dawn@volanno.com, itw_admin@volanno.com, jvargas@vsceinc.com, bward@wardlic.com, info@wiltecusa.com, syoo@ydgengineers.com, jennifer@yeamansconsulting.com, CFagih@ZandKconsultants.com Attachments: image001Jpg HODGES LACEY & ASSOCIATES LLC 1870 Oaks, CA 91358 December 15, 2021 Re: Project: RFP NO.: 21-131-ON-CALL RIGHT OF WAY SERVICES: City Council 28 — 330 PO Box Thousand 5/17/2022 Page 2 of 3 GOODWILL, FF&E, & PROPERTY MANAGEMENT Owner: CITY OF SANTA ANA Public Works Agency Bid/Proposal Due Date: December 21, 2021 @2:00pm DBE Participation Opportunity Greetings! Hodges Lacey & Associates LLC "HLA' is proposing on the above project as a prime contractor in Specialty Area III FF&E and we are seeking DBE firms experienced in Appraising Furniture, Fixtures and Equipment for eminent domain purposes in California. DBE firms must be currently (or by the proposal due date) certified under the California Unified Certification Program. There is a DBE goal for this project of 8%. The RFP document is available at "Fgj1s:JJwww.planetbids.com& r-talJoortal.cfm?Companyll)=20157". Should you need any assistance in obtaining insurance, please feel free to call us. in response to the City of Santa Ana's DBE program, HLA intends to conduct itself in "Good Faith" with DBE firms regarding participation on this project. Feel fee to contact us by phone or email with your qualifications and interest or any firms you believe would be interested. Interested firms must respond to HLA by 2PM (PST), December 17, 2021 in order to fairly evaluate firms and assist where needed. Best regards, Richard Hodges, ASA Partner Hodges Lacey & Associates LLC Cell: 310-528-0608 rich y hlappraisai.com -Fair winds and calm seas Richard Hodges, ASA Hodges Lacey & Associates 310--528-0608 rich@hlappraisal.com City Council 28 — 331 5/17/2022 Page 3 of 3 NOTIFICATION TO SMALL BUSINESS ORGANIZATIONS AND COMMUNITY GROUPS The following groups were contacted by email (email letter attached) on December 14, 2021. No responses were received. Black Business Associatio» Mr. Earl Skip Cooper, CEO 3701 Stocker St. Los Angeles, CA 90008 Women's Business Council West Ms. ]aymee Lomax 400 Corporate Pointe, Ste 300 Culver City, CA 90230 323-291-9334 bbamail2009@gmaii.com 619-550-6723 jaymee@wbee-west.org American Indian Chamber of Commerce 213-996-8457 Of California tracy@adproweb.com Ms. Tracy Stanhoff, President 633 West 5`' St., 26'h Floor Los Angeles, CA 90071 City Council 28 — 332 5/17/2022 Tuesday, December 21, 2021 at 09:14:58 Pacific Standard Time Subject: DBE Participation Opportunity Date: Tuesday, December 14, 2021 at 1:25:59 PM Pacific Standard Time From: rich hlappraisal.com To: rich hlappraisal.com BCC: bbamail2009@gmall.com, jaymee@wbec-west.org, tracy@adproweb.com Attachments: image001.emz, image007.png, image008.emz, image009.png, image010.Jpg P.0_ Box 1970 noL smil Oaks, CA 91359 December 14, 2021 Re: Project: RFP NO.: 21-131 ON -CALL RIGHT OF WAY SERVICES: GOODWILL, FF&E, & PROPERTY MANAGEMENT Owner: City of Santa Ana Bid/Proposal Due Date: December 21, 2021 @2:00pm DBE Participation Opportunity Greetings! Hodges Lacey & Associates LLC "HLA" is proposing on the above project as a prime contractor and we are seeking DBE firms experienced in appraising fixtures and equipment for eminent domain purposes in California. We are requesting your assistance in identifying potentially interested firms in your data base or network. DBE firms must be currently (or by the proposal due date) certified under the California Unified Certification Program. The DBE goal for this project is 8%. The RFQ document is available at "https://www,planetbids.com/portal/portal.cfm?CompanylD=20137 ". Should they need any assistance in obtaining insurance, please feel free to call us. In response to the City's DBE program, HLA intends to conduct itself in "Good Faith" with DBE firms regarding participation on this project. We will be following up with you regarding this request, but please feel free to contact us by phone or email with any questions or any firms you believe would be interested. Interested firms must respond to HLA by COB, December 17, 2021 in order to fairly evaluate firms and assist where needed. Best regards, Richard Hodges, ASA Partner Hodges Lacey & Associates LLC Cell: 310-528-0508 it chrc[>Ihp]1'aisal.coM City Council 28 — 333 5/17/2022 Page 1 of 2 EXHIBIT C City Council 28 — 334 5/17/2022 HODGES LACEY & ASSOCIATES, LLC FEE SCHEDULE 2022 Appraiser Standard Hourly Rate Deposition/Court Hourly Rate Michael Lacey, ASA $150 $350 Richard Hodges, ASA $150 $350 Note: A minimum of 4 hours will be charged for court appearance. Tvnical Fixed Fee Ranees Der Business Tvne $1,800 - $2,500 Small offices, small retails, billboards $750. $2,500 - $4,500 Auto repairs, liquor stores, hair salons, services, retail. $4,000 - $7,000 Gas stations, big restaurants, big retail, light industrial. $7,000 + Manufacturing, food processing, heavy industrial. City Council 28 — 335 5/17/2022 Public Works Agency www.santa-ana.org/pw Item # 29 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: On -Call Chain Link Fencing Services AGENDA TITLE Approve Agreements with Quality Fence Co., Inc. and United Site Services of California, Inc. for On -Call Chain Link Fencing Services in an Amount Not to Exceed $300,000 for a Three -Year Term (Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute an agreement with Quality Fence Co., Inc. and United Site Services, Inc. for on -call chain link fencing services, in a shared aggregate amount not to exceed $300,000 for a three-year term beginning May 17, 2022 and expiring May 16, 2025, with an option for two, one-year extensions, subject non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The City currently owns and is responsible for maintaining a number of vacant lots associated with capital enhancement projects and right-of-way acquisitions. On October 14, 2021, the Public Works Agency released Request for Proposals (RFP) No. 21-123, by which it sought the services of a qualified firm to provide chain link fencing at these vacant sites on an as -needed or "on -call" basis for the City of Santa Ana Public Works Agency. The fencing is needed to secure these sites in locations experiencing frequent trespassing or pending demolition. The RFP was advertised on the City's online procurement management and publication system, with proposals due on November 8, 2021. Five proposals were received and evaluated by a selection committee. Based on criteria outlined in the RFP, the following summarizes the responding firms and their ranking Firm City Rank Quality Fence Co., Inc. Paramount 1 United Site Services of California, Inc. El Monte 2 Staff recommends awarding agreements to Quality Fence Co. Inc. and United Site Services of California Inc. to provide chain link fencing services throughout the City. Their City Council 29 — 1 5/17/2022 Agreement with Quality Fence Co., Inc. and United Site Services of California, Inc. May 17, 2022 Page 2 proposals demonstrated the firms have the necessary capacity and expertise to complete the required services. The firms' rates are reasonable and within industry standard, the teams' qualifications are appropriate, and the proposals were determined to provide the best value for the City. ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. FISCAL IMPACT Funds are budgeted and available for expenditure in the current fiscal year and will be budgeted in future fiscal years, including the renewal options, based on the needs of CIP Engineering operations. The following is an estimate of expenditures by fiscal year: Fiscal Accounting Unit Fund Accounting Unit, Amount Year - Account # Description Account Description Contract (3-Year Term) 03217662-66220 Measure M Measure M2 Competitive Street, 2021-22 Street $69,001.90 (20-6899) Construction Improvements Other Than Building 03217662-66220 Measure M Measure M2 Competitive Street, 2021-22 Street $13,594.76 (21-6899) Construction Improvements Other Than Building 03217662-66220 Measure M Measure M2 Competitive Street, 2022-23 Street $22,219.87 (21-6900) Construction Improvements Other Than Building 03217662-66220 Measure M Measure M2 Competitive Street, 2022-23 Street $34,864.16 (22-6899) Construction Improvements Other Than Building Measure M Measure M2 2022-23 03217662-66220 Street Competitive Street, $25,000 (22-6899) Construction Improvements Other Than Building 03217662-66220 Measure M Measure M2 Competitive Street, 2023-24 Street $62,915.97 (22-6900) Construction Improvements Other Than Building 2024-25 03217662-66220 Measure M Measure M2 $52,403.34 (22-6900) Street Competitive Street, Construction Improvements Other City Council 29 — 2 5/17/2022 Agreement with Quality Fence Co., Inc. and United Site Services of California, Inc. May 17, 2022 Page 3 Than Building Warner Ave -Tustin 2024-25 05917668-66220 Select Street Community Facilities $20,000 (18-6901) Construction District, Improvements Other Than Building Total: $300,000 Any unused agreement amounts may be utilized by projects not listed above by following the established on -call services process during FY 2021-22 and for the remaining agreement term. CIP Engineering may also utilize operating funds in the Contracts Services — Professional Accounting Unit AU (08617613-62300) and NPDES AU (05717640-62300) as needed under this agreement. Prior to utilizing the on -call services for any future task orders without accounts identified above, City staff must receive Finance and Management Services Agency approval of project activities to be used to ensure funds are available and under the shared $300,000 aggregate total. Upon successful completion of the fiscal review, a corresponding Notice to Proceed containing the specific scope and maximum expenditure for the task order will be issued. EXHIBIT(S) 1. Agreement with Quality Fence Co., Inc. 2. Agreement with United Site Services of California, Inc. Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager City Council 29 — 3 5/17/2022 AGREEMENT TO PROVIDE ON -CALL CHAIN LINK FENCING SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 17th day of May, 2022 by and between Quality Fence Co. Inc., a California corporation ("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 14, 2021, the City issued Request for Proposals No. 21-123, by which it sough qualified contractors to provide on -call chain link fence furnishing and installation at various sites citywide on an as needed basis. B. Contractor submitted a responsive proposal that was among those 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 21-123 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 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 On an on -call basis, and at the City's sole discretion, Contractor shall perform the services described in the scope of work that was included in RFP No. 21-123, which is attached as Exhibit A, and as more specifically delineated in Contractor's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Contractor is one of two (2) contractors selected to provide right of way specialty services on an on -call basis under RFP 21-123. The total compensation for these services provided by all such contractors selected under RFP 21-123 shall not exceed the shared aggregate amount of Three Hundred Thousand Dollars and Zero Cents ($300,000) during the term of the Agreement, including any extension periods. 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 City Council 29 — 4 5/17/2 Me 1 of 9 be made for work that 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 and terminate on May 16, 2025, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for two (2) one-year periods 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 term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 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. City Council 29 — 5 5/17/2 Me 2 of 9 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. Minimum Scope and Limit of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non - owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Broader Coverage: if the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). 2. Primary Coverage: For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and City Council 29 — 6 5/17/2 Me 3 of 9 volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation that any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. Subcontractors: Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. City Council 29 — 7 5/17/2 Me 4 of 9 9. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product 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 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. City Council 29 — 8 5/17/2 Me 5 of 9 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any parry, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, City Council 29 — 9 5/17/2 Me 6 of 9 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. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. 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. 18. 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. 19. 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. City Council 29 — 10 5/17/2 Me 7 of 9 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. 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 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 To Contractor: William Cavanaugh, President Quality Fence Co., Inc. 14929 Garfield Avenue Paramount, CA 90723 A party may change its address by giving notice in writing to the other parry. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication City Council 29 — 11 5/17/2 Me 8 of 9 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. 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: Braff don Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager CONTRACTOR: William Cavanaugh President City Council 29 — 12 5/17/2 Me 9 of 9 EXHIBIT A City Council 29 — 13 5/17/2022 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL CHAIN LINK FENCING SERVICES RFP NO.21-123 INTRODUCTION The City of Santa Ana is issuing this Request for Proposals (RFP) to seek a qualified Chain Link contractor(s) to provide chain link fence installation and rental services for the City of Santa Ana on an on-call/as-needed basis. Work will be assigned by Contract Task Orders. As tasks are identified, they will be distributed among these firms based upon their ability to perform the required work within the project schedule and budget constraints. A detailed scope of work and corresponding fee will be outlined when a specific task is assigned to a consultant. The City reserves the right to distribute the work in any manner which will best serve the City's interests. The total amount to be expended under this contract shall be shared among all contractors providing these services. The term of these contracts shall be for three years with two one year renewal options upon mutual agreement. All pricing shall remain firm during the initial one-year term. SCOPE OF SERVICES The Contractor is required to provide a twenty-four (24) hour response time for all fence requests. Twenty-four hour response means fencing shall be in place within twenty-four hours from the time a request is made Monday through Friday. Most requests will not require a twenty-four hour response, however the contractor is required to provide this service upon request at no additional charge. Selection of a contractor to perform each task order shall consider past work completion performance. All fencing shall include "City Owned Property — Do Not Trespass" signage to allow for enforcement on the site. PRICING Pricing for lump sum and time and material charges. Pricing must be inclusive of all costs, including but not limited to, direct and indirect costs for labor, overhead, incidental supplies, hardware, screws, bolts, welding material, paint, wires, disposal of materials, traffic control, assembly materials and travel for installation and removal. Orders shall be placed by authorized City personnel only for locations within the City of Santa Ana. City Council City of Santa Ana Fff21r423 5/17/2022 Page Al-1 FEE PROPOSAL Contractor shall submit a fee proposal as described below in a sealed fee envelope. This fee proposal shall be based on ON -CALL CHAIN LINK FENCING SERVICES. The proposal will be used for fee comparison and evaluation purposes. Furthermore, this fee proposal will become part of Exhibit B of the Contract Agreement and will be used to compare with an actual task order quote requested by the City. City Council City of Santa Ana Fff21-523 5/17/2022 Page Al-2 REQUEST FOR PROPOSALS FOR ON -CALL CHAIN LINK FENCING SERVICES RFP NO.21-123 FEE PROPOSAL Category 1 Standard Carson 6ft chain link - sliding/rolling gate, short-term, month -to month, one move-in/move- out 1. 12ft Single EA $ 2. 15ft Single EA $ 3.24ft Single EA $ 4. Wheels ST $ 4. Discount for long term (percentage) (intervals) Category 2 Misc. and/or add -on items and/or services, short-term, month -to -month. 1. Privacy Panels (6ft height) - indicate standard length EA $ 2. Three -strand barbed wire LF $ 3. Boring for setting fence posts (if additional charge) EA $ 4. Discount for long term (percentage) (intervals) Category 3 Damaged Material Replacement Fees 1. Chain Link Fencing LF $ 2. Top Rail EA $ 3. Privacy Screen LF $ 4. Line Post (1-5/8") EA $ 5. Gate Post (2-3/8") EA $ 6. Freestanding Panel (circle size) loft 12ft EA $ 7. Swinging Gate — 4ft Single EA $ 8. Swinging Gate — 12-15ft Single EA $ 9. Swinging Gate — 24-30ft Double EA $ 10. Sliding Gate — 12ft EA $ 11. Sliding Gate — 15ft EA $ 12. Sliding Gate — 24ft EA $ Category 4 Emergency Fencing Requests Request for service with less than 24hrs notice, Monday through Friday $ Request for service with less than 24hrs notice, weekend $ Can you provide 24 hr. response time at no additional charge? Yes No All unit pricing shall include installation and removal of fencing. ty Gi SaRta Ano 0c:0 —0-1 123 City Council Page AV-9 — 16 5/17/2022 CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL CHAIN LINK FENCING SERVICES RFP NO.21-123 FEE PROPOSAL (CONT'D.) TOTALS Category I total Category 2 total Category 3 total Category 4 total GRAND TOTAL I certify that I have read, understand and agree to the terms and conditions of this RFP. LEGAL NAME OF COMPANY BUSINESS ADDRESS AUTHORIZED SIGNATURE NAME (PRINT) EMAIL ADDRESS PHONE NUMBER CanW A-- 0C:0 �1- City Council Page MR$ — 17 5/17/2022 EXHIBIT B City Council 29 — 18 5/17/2022 ADDENDUM No. ONE RFP 21-123 MAYOR Vicente Sarmiento MAYOR PRO TEM David Penaloza COUNCILMEMBERS Phil Bacerra Johnathan Ryan Hernandez Jessie Lopez Nelida Mendoza Thai Viet Phan CITY OF SANTA ANA PUBLIC WORKS AGENCY 20 Civic Center Plaza, M-36 • P.O. Box 1988 Santa Ana, California 92702 www.santa-ana.org November 2, 2021 ADDENDUM No. ONE SUBJECT: RFP NO.21-123: ON -CALL CHAIN LINK FENCING SERVICES The following changes/clarifications have been made to the submittal requirements of the subject RFP: Modify Items: 1. PROPOSAL DUE DATE: EXTENTION OF TIME CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Daisy Gomez Responses to this Request for Proposals (RFP) must be submitted electronically to the PlanetBids system no later than Monday, November 08, 2021 at 2:00 PM. The Online Q&A timeframe in PlanetBids was extended accordingly. 2. UPDATED FEE PROPOSAL FORMS Attachment 1 Scope of Work on Page Al-3 thru Al-4: Replace with the attached pages Al-3 thru Al-4. The fee proposal forms will be updated in the RFP and re -uploaded into the PB system. RESPONSE TO QUESTIONS ASKED: 1. Category 1 requests 6' chain link fence - then says sliding/rolling gate. Please confirm items 1-3 are for slide gates only? a. Revised bid sheet included in Addendum 1. 2. Category 2, item #1 privacy panels. Are these panels to include privacy screen? Do they need to be individually wrapped? a. Revised bid sheet included in Addendum 1. Privacy screen is by linear foot and is not individually wrapped. 3. Category 3 request damage and replacement costs for items that are not on the bid, (items 1, 2, 4, 7, 8 & 9). Will all fence for this bid be free standing panel fence with screen on t-stands? If so, should we add sand bags? Will any in -ground 6' chain link fence be requested? a. Revised bid sheet included in Addendum 1. Pricing is for in -ground 6' chain link only. City Council 29 — 19 5/17/2022 ADDENDUM No. ONE RFP 21-123 RFP NO.21-123: ON -CALL CHAIN LINK FENCING ADDENDUM ONE Page 2 This addendum includes four pages. 4,-- C ALL OTHER ITEMS REMAIN FOR THE CITY OF SANTA ANA Edwin "William" Galvez, P.E. City Engineer City Council 29 — 20 5/17/2022 ADDENDUM No. ONE RFP 21-123 CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL CHAIN LINK FENCING SERVICES RFP NO. 21-123 FEE PROPOSAL Category 1 Standard 6ft chain link: short-term, month -to month, one move-in/move-out 1. Chain Link Fence: includes mesh, line posts, & L> rails id..00 2. Swinging Gate: 4 ft Single including gate posts EA $ 10Do 3. Swinging Gate: 12 — 15 ft Single including gate EA $ posts 0 .00 4. Swinging Gate: 24 — 30 ft Double including gate EA $ 5. Wheels SET $ too .00 6. Privacy Screen (6ft height) LF $ 14.00 7. Boring for setting fence posts (if additional charge) EA $ ("p,)0 8. Discount for long term (percentage) (intervals) d5 `io Category 2 Damaged Material Replacement Fees 1. Chain Link Fence: Mesh only LF $ 8.00 2. Top Rail EA $ SQ .00 3. Privacy Screen (6ft height) LF $ y . 00 4. Line Post (1-5/8") EA $ D ,p 5. Gate Post (2-3/8") EA $ 1 S 0.00 6. Swinging Gate: 4 ft Single EA $ 35 0.0 0 7. Swinging Gate: 12 — 15 ft Single EA $ in M-00 8. Swinging Gate: 24 — 30 ft Double EA $ "O.00 Category 3 Emergency Fencing Requests Request for service with less than 24hrs notice, Monday through $ Friday C0 OO.QO Request for service with less than 24hrs notice, weekend $ 1, 000-00 Can you provide 24 hr. response time at no additional yes No charge? All unit pricing shall include installation and removal of fencing. City Council 29 — 21 % 5/17/2022 ADDENDUM No. ONE PFP 21-123 CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL CHAIN LINK FENCING SERVICES RFP NO.21-123 FEE PROPOSAL (CONT'D.) TOTALS Category I total $ a,4744.00 Category 2 total $ Category 3 totaI $ 1. (0 ®O.0 0 GRAND TOTAL $ (elle4q.0.0 I certify that I have read, understand and agree to the terms and conditions of this RFP. LEGAL NAME OF COMPANY 141.19 Gar -Field &e . a 0`ja3 BUSINESS ADDRESS AUTHORIZED SIGNATURE X NAME (PRINT) 0 PH hh2NTS�i City Council 29 — 22 5/17/2022 Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance 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 sharp 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 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. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making aalls€reegif:�cation may subject the certifier to criminal prosecution. Signed State of California County of L o &cetes Subscribed and sworn to (or affirmed) before me on this __4h day of Ncvea►ber, 20a1, by lnii lliam Cfjyanaunh , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. �`� Notary Public Signature * See ftv4chec Public Seal City Council City of Santa AnaffFP23 5/17/2022 Page A3-1 CALIFORNIA NOTARY ACKNOWLEDGEMENT (INDIVIDUAL) 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 Los Angeles on now rA r 4.20ZI_ before me, Natalie E. Hoover, Notary Public (insert name and title of the officer), personally appeared W i 1 I li n rn rQVnyiauqh , who proved to me on the basis of satisfactory evidence to be the person(s) whose na e(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. HAYALfE E. HOOVER r COMM.02271466 z WITNESS my hand and official seal. °x NotarCublic • California o Z San Bernardino County i Comm. Ex ires Dec. 16, 2022 Signature (Seal) Co .[Wt@02aa�otaryAcknowledgement.com. All Rights Resl2l_ 24 5/17/2022 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated fiords have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal 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, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Signc Title _ .Pu & i e nk Date City Council City o Santa An _ 25 5/17/2022 Page A3-2 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant 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 Consultant 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 Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant 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 Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant 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 Consultant shall furnish all inforination 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 Consultant'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 Consultant 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. 7. The Consultant 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 City Council City oP ge AM- 26 5/17/2022 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 Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant 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 consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: pre_.:; i Cie n 6 Firm: WUaWnj-'eyic-C CO., InL Date: I City Council yoPage A3 4W — 27 5/17/2022 Quality Fence Co Inc. September 8, 2021 14929 Garfield Avenue, Paramount, CA 90723 Ph:3231585-8585 Fax:562/869-7804 Experience Resume William Cavanaugh • Acting general construction superintendent and the point of contact for this project if awarded. • William Cavanaugh is the owner of Quality Fence and has over 40 years of experience in the fencing industry. He is the head project manager and oversees all maintenance contracts. Projects Overseen: Last 12 months • Metrolink Rail Long Beach $3M 5-Month Construction Duration • Charter Oak USD San Dimas $2M 4-Month Construction Duration • Anaheim USD Anaheim $2.5M 4-Month Construction Duration • Cal Trans 5 Sites Los Angeles $1.2M 3-Month Construction Duration • Various Military Armories Through -out So Cal 1 Year Time Current/Past Annual Maintenance Projects Overseen Last 12 Months • Los Angeles City Annually 2.1 M • San Diego County Annually 1.6M • San Diego USD Annually 500K Should you have any questions and concerns regarding this experience resume; or request reference, please contact me on the number listed below. Respectfully, William (Ty) Cavanaugh, President Quality Fence Co., Inc. Cell: (323)712-3793 City Council 29 — 28 5/17/2022 QUALITY FENCE CO., INC. 14929 Garfield Avenue, Paramount, CA 90723 Phone: 323/585-8585 Fax: 562/869-7804 To: Whom it May Concern RE: City of Santa Ana; Quality Commitment Statement Quality fence Co. Inc has been servicing Southern California for over 40 years in the fencing industry. Our level of performance, execution, commitment to our customer satisfaction as well safety standards are what we pride our companies long standing reputation on. 1) On -Time Delivery: Quality Fence certifies the timely and accurate delivery of or materials and services as promised. 2) Timely Response: Quality Fence guarantees a consistent timely response to ALL service requests. 3) Quality as Specified: Quality Fence guarantees to provide products and/or service meeting or exceeding the specification at our quoted price. 4) Quality Control: Quality Fence guarantees to use methods and procedures to assure quality control of service and the material supplied. 5) Customer Satisfaction: Quality Fence guarantees to resolve ANY customer concerns regarding the quality of service or material supplied. Our company looks forward to an Outstanding Working Relationship with the city of Santa Ana. Respectfully, William Cavanaugh President Quality Fence Co. Inc., Office: 323-585-8585 Cell: 909-223-5852 City Council 29 — 29 5/17/2022 QUALITY FENCE CO., INC. 14929 Garfield Avenue, Paramount, CA 90723 Phone:323/585-8585 Fax:562/869-7804 Project References 1.y 1. Project Detail: Baseball/Softball Field Fence Replacement 2. Client/Contractor Name: Sweetwater Unified School District 3.a Project Manager/Contact: Heather A. McMillan 3.b Phone Number: (619)407-4942 3.c Email: heather.mcmillan@sweetwaterschools.org 4. Project Description: Baseball/Softball Field Fence Replacement 5. Scope: Replacement of removable and permanent fencing at the baseball and softball field including gates, mow strip, ground sleeves for the fence panels and installation of new foul poles at each field 6. Original Final Completion Date: 11/21/2019 7. Actual Final Completion Date: 11/21/2019 8.Original Contract Amount: $127,407.00 9. Final Contract Amount: $127,407.00 10. Assessed Damages: None 2.) 1. Project Detail: Chain Link and Iron fencing and gates 2. Client/Contractor Name: Paramount USD 3.a Project Manager/Contact: Scott Law 3.b Phone Number: (562)244-0262 3.c Email: slaw@ paramount.kl2.ca.us 4. Project Description: Yearly Maintenance Fencing Contract 5. Scope: Repair or New installation of chain link or wrought iron fencing and gates throughout the Paramount Unified School District 6.Original Final Completion Date: Yearly Contract Renewal 7. Actual Final Completion Date: Current Contract 8. Original Contract Amount: $300,000.00 9. Final Contract Amount: $300,000.00 10. Assessed Damages: None Page 1 of 5 City Council 29 — 30 5/17/2022 3.) 1. Project Detail: Chain Link and Iron fencing and gates 2. Client/Contractor Name: Escondido Union School District 3.a Project Manager/Contact: Jessica Kimbrell 3.b Phone Number: (760) 855-8132 3.c Email: jkimbrell@eusd.org 4. Project Description: Yearly Maintenance Fencing Contract 5. Scope: Repair or New installation of chain link or wrought iron fencing and gates throughout the Paramount Unified School District 6. Original Final Completion Date: May 2017 7. Actual Final Completion Date: May 2017 S. Original Contract Amount: $300,000.00 9. Final Contract Amount: $300,000.00 10. Assessed Damages: None 4.) 1. Project Detail: Repair and Installation of Chain Link Fence at Various Schools 2. Client/Contractor Name: Palos Verdes Peninsula Unified School District 3.a Project Manager/Contact: Gerald Schober 3.b Phone Number: (805)495-1141 3.c Email: gerald@scminc.com 4. Project Description: Fencing at the following schools: Valmonte, Rancho Vista, Dapplegray, Miraleste Intermediate, Miraleste, Mira Catalina, Point Vicente, Lunada Bay, Palos Verdes High, Palos Verdes Intermediate, Vista Grande, Montemalaga, Cornerstone, Silver Spur, Peninsula High, Soleado, Ridgecrest Intermediate 5. Scope: Repair or New installation of 12' high chain link, clear vegetation and demo. 6. Original Final Completion Date: July 31, 2019 7. Actual Final Completion Date: July 31, 2019 8. Original Contract Amount: $345,621.00 9. Final Contract Amount: $345,621.00 10. Assessed Damages: None 1. Project Detail: Labor and materials to complete PO #M77A0234 2. Client/Contractor Name: Los Alamitos USD 3.a Project Manager/Contact: Anthony Olvera 3.b Phone Number: (562)799-4592 3.c Email: aolvera@losal.org 4. Original Final Completion Date: 10/09/2019 5. Actual Final Completion Date: 10/09/2019 6. Original Contract Amount: $30,000.00 7. Final Contract Amount: $30,000.00 S. Assessed Damages: None Pages 7 of S City Council 29 - 31 5/17/2022 6.) 1. Project Detail: Repair or New installation of chain link or wrought iron fencing and gates throughout the ABC Unified School District 2. Client/Contractor Name: ABC USD 3.a Project Manager/Contact: Jeff Anema 3.b Phone Number: (562)926-5566 3.c Email: jeff.anema@abcusd.com 4. Project Description: Yearly Maintenance Fencing Contract 5.Original Final Completion Date: June 25, 2019 6. Actual Final Completion Date: Current Contract 7. Original Contract Amount: $300,000.00 8. Final Contract Amount: $300,000.00 9. Assessed Damages: None Private Projects I.) 1. Project Detail: Installation of Double D-Fence throughout the County of Orange 2. Client/Contractor Name: Orange County Public Works - Flood Control 3.a Project Manager/Contact: Ceaser Segura 3.b Phone Number: (714)955-0232 3.c Email: ceaser.segura@ocpw.ocgov.com 4. Project Description: Yearly Maintenance Fencing Contract 5. Original Final Completion Date: On -Going Yearly Contract Renewal Since 2016 6. Actual Final Completion Date: Current Contract 7. Original Contract Amount: $500,000.00 8. Assessed Damages: None 2.) 1. Project Detail: Various chain link and gates throughout the City of Long Beach 2. Client/Contractor Name: City of Long Beach 3.a Project Manager/Contact: Oscar Alaniz 3.b Phone Number: (562)570-4888 3.c Email: Oscar.alaniz@longbeach.gov 4. Project Description: Yearly Maintenance Fencing Contract S. Original Final Completion Date: On -Going Yearly Contract Renewal Since 2015 6. Actual Final Completion Date: Current Contract 7. Original Contract Amount: $980,000.00 8. Assessed Damages: None Page 3 of s City Council 29 - 32 5/17/2022 3.) 1. Project Detail: Fence and Gate Installation 2. Client/Contractor Name: City of Los Angeles 3.a Project Manager/Contact: Daniel Gage 3.b Phone Number: (213)276-3274 3.c Email: daniel.gage@lacity.org 4. Project Description: Yearly Maintenance Fencing Contract S. Original Final Completion Date: On -Going Yearly Contract Renewal Since 2017 6. Actual Final Completion Date: Current Contract 7. Original Contract Amount: 11,000,000.00 8. Assessed Damages: None 4.) 1. Project Detail: Chain link fences and gates in the San Diego County area. 2. Client/Contractor Name: DOT- Caltrans San Diego 3.a Project Manager/Contact: Zachary Svelling 3.b Phone Number: (619)688-2518 3.c Email: Zachary_svelling@dot.ca.gov 4. Project Description: Yearly Maintenance Fencing Contract 5. Original Final Completion Date: On -Going Yearly Contract Renewal Since 2017 6. Actual Final Completion Date: Current Contract 7. Original Contract Amount: 279,875.00 8. Assessed Damages: None 5.) 1. Project Detail: On- Call Fence Installation and Repair Service 2. Client/Contractor Name: City of Oxnard 3.a Project Manager/Contact: Bruce Ward 3.b Phone Number: (805)602-7312 3.c Email: bruce.ward@ventura.org 4. Actual Final Completion Date: Current Contract Original Contract Amount: 300,000.00 6. Assessed Damages: None 5.) 1. Project Detail: On- Call Service for Fence and Gate Repair 2. Client/Contractor Name: John Wayne Airport 3.a Project Manager/Contact: Nick Summers 3.b Phone Number: (949)292-3046 or (949)852-4005 3.c Email: nsummers@ocair.com 4. Actual Final Completion Date: Current Contract 5. Original Contract Amount: 100,000.00 6. Assessed Damages: None Pup 4 of 5 City Council 29 - 33 5/17/2022 6.) 1. Project Detail: As -Needed Chain Link Fence Repair Services 2. Client/Contractor Name: County of San Diego 3.a Project Manager/Contact: Eric Jones 3.b Phone Number: (858)694-3880 3.c Email: eric.jones2@sdcounty.ca.gov 4. Actual Final Completion Date: Current Contract S. Original Contract Amount: 500,000.00 6. Assessed Damages: None 7.) 1. Project Detail: Housing Maintenance Fence 2. Client/Contractor Name: Los Angeles Development Housing Authority 3.a Project Manager/Contact: Jose Macias 3.b Phone Number: (323)855-2981 3.c Email: jose.macias@hacola.org 4. Actual Final Completion Date: Current Contract S. Original Contract Amount: 500,000.00 6. Assessed Damages: None Page 5 of 5 City Council 29 — 34 5/17/2022 EXHIBIT C City Council 29 — 35 5/17/2022 ADDENDUM No. ONE RFP 21-123 CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL CHAIN LINK FENCING SERVICES RFP NO.21-123 FEE PROPOSAL Category 1 Standard 6ft chain Iink: short-term, month -to month, one move-in/move-out 1. Chain Link Fence: includes mesh, line posts, & LF $ rails 101-00 2. Swinging Gate: 4 ft Single including gate posts EA $ -100.00i 3. Swinging Gate: 12 — 15 ft Single including gate EA $ posts q 00,00 4. Swinging Gate: 24 — 30 ft Double including gate EA $ 1 jaOp,ad 5. Wheels SET $ [Op,Oa 6. Privacy Screen (6ft height) LF $ y,00 7. Boring for setting fence posts (if additional charge) EA $ (,ep,00 8. Discount for long term (percentage) (intervals) 115 U Category 2 Damaged Material Replacement Fees 1, Chain Link Fence: Mesh only LF 2. Top Rail EA 3. Privacy Screen (6ft height) LF $ y.00 4. Line Post (1-5/8") EA $ [ p0.00 5. Gate Post (2-3/8") EA $ 150,0a 6. Swinging Gate: 4 ft Single EA $ 3 5 0.0 O 7. Swinging Gate: 12 — 15 ft Single EA $ C.S0.00 8. Swinging Gate: 24 — 30 ft Double EA $ "0.00 Category 3 Emergency Fencing Requests Request for service with less than 24hrs notice, Monday through Friday $ .0 00.00 Request for service with less than 24hrs notice, weekend $ 1.000.00 Can you provide 24 hr. response time at no additional yes No charge? All unit pricing shall include installation and removal of fencing. City Council 29 — 36 & 5/17/2022 ADDENDUM No, ONE RFP 21-123 CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL CHAIN LINK FENCING SERVICES RFP NO.21-123 FEE PROPOSAL (CONT'D.) TOTALS Category I total $ a o q-44.0 0 Category 2 total $ a., 0 Le B.00 Category 3 total $ L ' IA Q0.0.0 GRAND TOTAL $ _�pjcay44 ,O 0 I certify that I have read, understand and agree to the terms and conditions of this RFP. NAME OF COMP ■' : _ flyOr � � �. o1ivb�i i 1 City Council 29 — 37 5/17/2022 AGREEMENT TO PROVIDE ON -CALL CHAIN LINK FENCING SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 17th day of May, 2022 by and between United Site Services Inc., a Delaware corporation ("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 14, 2021, the City issued Request for Proposals No. 21-123, by which it sough qualified contractors to provide on -call chain link fence furnishing and installation at various sites citywide on an as needed basis. B. Contractor submitted a responsive proposal that was among those 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 21-123 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 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 On an on -call basis, and at the City's sole discretion, Contractor shall perform the services described in the scope of work that was included in RFP No. 21-123, which is attached as Exhibit A, and as more specifically delineated in Contractor's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Contractor is one of two (2) contractors selected to provide right of way specialty services on an on -call basis under RFP 21-123. The total compensation for these services provided by all such contractors selected under RFP 21-123 shall not exceed the shared aggregate amount of Three Hundred Thousand Dollars and Zero Cents ($300,000) during the term of the Agreement, including any extension periods. 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 City Council 29 — 38 5/17/2 Melofl be made for work that 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 and terminate on May 16, 2025, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for two (2) one-year periods 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 term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 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. City Council 29 — 39 5/17/2 Me 2 of 9 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. Minimum Scope and Limit of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non - owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Broader Coverage: if the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). 2. Primary Coverage: For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and City Council 29 — 40 5/17/2 Me 3 of 9 volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation that any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. 8. Subcontractors: Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. City Council 29 — 41 5/17/2 Me 4 of 9 9. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product 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 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. City Council 29 — 42 5/17/2 Me 5 of 9 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, City Council 29 — 43 5/17/2 Me 6 of 9 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. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. 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. 18. 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. 19. 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. City Council 29 — 44 5/17/2 Me 7 of 9 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. 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 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 To Contractor: Jeff Dunlop, Vice President United Site Services, Inc. 4511 Rowland Avenue El Monte, CA 91731 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 City Council 29 — 45 5/17/2 Me 8 of 9 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. 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: �; 11 B on Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager CONTRACTOR: Digib.11y sign d by Sean Micbael MCDo 11 DN: E=Sean MCDow 11@,niledeiteservices. . Sean Michael McDo ell DN=see Michael MCD-11, OU=DONgrateDfAce, oD=USS D:e,Dc —ice Dc=e Date: 2022 5-152659-09 Jeff Dunlop Vice President City Council 29 — 46 5/17/2 Me 9 of 9 EXHIBIT A City Council 29 — 47 5/17/2022 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL CHAIN LINK FENCING SERVICES RFP NO.21-123 INTRODUCTION The City of Santa Ana is issuing this Request for Proposals (RFP) to seek a qualified Chain Link contractor(s) to provide chain link fence installation and rental services for the City of Santa Ana on an on-call/as-needed basis. Work will be assigned by Contract Task Orders. As tasks are identified, they will be distributed among these firms based upon their ability to perform the required work within the project schedule and budget constraints. A detailed scope of work and corresponding fee will be outlined when a specific task is assigned to a consultant. The City reserves the right to distribute the work in any manner which will best serve the City's interests. The total amount to be expended under this contract shall be shared among all contractors providing these services. The term of these contracts shall be for three years with two one year renewal options upon mutual agreement. All pricing shall remain firm during the initial one-year term. SCOPE OF SERVICES The Contractor is required to provide a twenty-four (24) hour response time for all fence requests. Twenty-four hour response means fencing shall be in place within twenty-four hours from the time a request is made Monday through Friday. Most requests will not require a twenty-four hour response, however the contractor is required to provide this service upon request at no additional charge. Selection of a contractor to perform each task order shall consider past work completion performance. All fencing shall include "City Owned Property — Do Not Trespass" signage to allow for enforcement on the site. PRICING Pricing for lump sum and time and material charges. Pricing must be inclusive of all costs, including but not limited to, direct and indirect costs for labor, overhead, incidental supplies, hardware, screws, bolts, welding material, paint, wires, disposal of materials, traffic control, assembly materials and travel for installation and removal. Orders shall be placed by authorized City personnel only for locations within the City of Santa Ana. City Council City of Santa Ana Fff24823 5/17/2022 Page Al-1 FEE PROPOSAL Contractor shall submit a fee proposal as described below in a sealed fee envelope. This fee proposal shall be based on ON -CALL CHAIN LINK FENCING SERVICES. The proposal will be used for fee comparison and evaluation purposes. Furthermore, this fee proposal will become part of Exhibit B of the Contract Agreement and will be used to compare with an actual task order quote requested by the City. City Council City of Santa Ana Fff24023 5/17/2022 Page Al-2 CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL CHAIN LINK FENCING SERVICES RFP NO.21-123 FEE PROPOSAL Category 1 Standard 6ft chain link: short-term, month -to month, one move-in/move-out 1. Chain Link Fence: includes mesh, line posts, & rails 2. Swinging Gate: 4 ft Single including gate posts 3. Swinging Gate: 12 — 15 ft Single including gate posts 4. Swinging Gate: 24 — 30 ft Double including gate 5. Wheels 6. Privacy Screen (6ft height) 7. Boring for setting fence posts (if additional charge) 8. Discount for long term (percentage) LF EA EA EA SET LF EA (intervals) $ $ $ $ $ $ $ Category 2 Damaged Material Replacement Fees 1. Chain Link Fence: Mesh only LF $ 2. Top Rail EA $ 3. Privacy Screen (6ft height) LF $ 4. Line Post (1-5/8") EA $ 5. Gate Post (2-3/8") EA $ 6. Swinging Gate: 4 ft Single EA $ 7. Swinging Gate: 12 — 15 ft Single EA $ 8. Swinging Gate: 24 — 30 ft Double EA $ Category 3 Emergency Fencing Requests Request for service with less than 24hrs notice, Monday through Friday $ Request for service with less than 24hrs notice, weekend $ Can you provide 24 hr. response time at no additional charge? Yes No All unit pricing shall include installation and removal of fencing. City of Santa Ana RFP 21-123 Page A 1-3 CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL CHAIN LINK FENCING SERVICES RFP NO.21-123 FEE PROPOSAL (CONT'D.) TOTALS Category 1 total Category 2 total Category 3 total GRAND TOTAL I certify that I have read, understand and agree to the terms and conditions of this RFP. LEGAL NAME OF COMPANY BUSINESS ADDRESS AUTHORIZED SIGNATURE NAME (PRINT) EMAIL ADDRESS PHONE NUMBER City of Santa Ana RFP 21-123 Page A 1-4 EXHIBIT B City Council 29 — 52 5/17/2022 (U Red SITE SERVICES 1-800-TOILETS / UnitedSiteServices.corn City of Santa Ana, CA On -Cali Chain Link Fencing — Various Sites RFP# 21-123 Cover Letter Enclosed is United Site Services of California, Inc's bid response for REP# 21-123. Authorized Signature Vice President 11/04/2021 Title ©ate Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance 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 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, Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned tfu*making a false certification may subject the certifier to criminal prosecution. Signed State ofC Massachusetts County of Worcester Subscribed and sworn to (or affirmed) before me on this 3rd day of November 202 by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature UTg, SHARON l.. WDExpires Notary Pub COMMONWEALTH t a OF Public My CommissionJuly 6, 20 Notary Public Seal City Council 29 — 54 5/17/2022 City of Santa Ana RFP Page A3-1 Appendix; ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the malting of any federal grant, the malting of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal 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, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification, is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for malting or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm United Site Services of California, Inc. Signed and Printed Name: Jeff Dunlop - 2i Title Vice President Date 11/03/2021 City Council 29 — 55 5/17/2022 City of Santa Ana RFP Page A3-2 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant 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 Consultant 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 Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant 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 Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant 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 Consultant shall furnish all information and reports required by Executive Order 11246 of September- 24, 1965, and. by Arles, 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 Consultant'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 Consultant 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 involved 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. 7. The Consultant 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 City Council 29 — 56 5/17/2022 City of Santa Ana RPP Page AM 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 Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. S. 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 consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: -0 Title: Vice President Firm: United Site Services of California, Inc. Date: 11/03/21 City Council 29 — 57 5/17/2022 City of Santa Ana RFP Page A3-4 ADDENDUM No. ONE RFP 21-123 MAYOR Vicente Sarmiento MAYOR PRO TEM David Penaloza COUNCILMEMBERS Phil Bacerra Johnathan Ryan Hernandez Jessie Lopez Nelida Mendoza Thai Viet Phan November 2, 2021 ADDENDUM No. ONE CITY OF SANTA ANA PUBLIC WORKS AGENCY 20 Civic Center Plaza, M-36 • P.O. Box 1988 Santa Ana, California 92702 www.santa-ana.org SUBJECT: RFP NO.21-123: ON -CALL CHAIN LINK FENCING SERVICES The following changes/clarifications have been made to the submittal requirements of the subject RFP: Modify Items• 1. PROPOSAL DUE DATE: EXTENTION OF TIME CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Daisy Gomez Responses to this Request for Proposals (RFP) must be submitted electronically to the PlanetBids system no later than Monday, November 08, 2021 at 2:00 PM. The Online Q&A timeframe in PlanetBids was extended accordingly. 2. UPDATED FEE PROPOSAL FORMS Attachment 1 Scope of Work on Page Al-3 thru Al-4: Replace with the attached pages Al-3 thru Al-4. The fee proposal forms will be updated in the RFP and re -uploaded into the PB system. RESPONSE TO QUESTIONS ASKED: 1. Category 1 requests 6' chain link fence — then says sliding/rolling gate. Please confirm items 1-3 are for slide gates only? a. Revised bid sheet included in Addendum 1. 2. Category 2, item #1 privacy panels. Are these panels to include privacy screen? Do they need to be individually wrapped? a. Revised bid sheet included in Addendum 1. Privacy screen is by linear foot and is not individually wrapped. 3. Category 3 request damage and replacement costs for items that are not on the bid, (items 1, 2, 4, 7, 8 & 9). Will all fence for this bid be free standing panel fence with screen on t-stands? 1f so, should we add sand bags? Will any in -ground 6' chain link fence be requested? a. Revised bid sheet included in Addendum 1. Pricing is for in -ground 6' chain link only. City Council 29 — 58 5/17/2022 ADDENDUM No. ONE RFP 21-123 RFP NO. 21-123: ON -CALL CHAIN LINK FENCING ADDENDUM ONE Page 2 This addendum includes four Pages. ALL OTI4ER ITEMS REMAIN FOR THE CITY OF SANTA ANA ze_,� Edwin "William" Galvez, P.E. City Engineer City Council 29 — 59 5/17/2022 (U"; �i t e d' SITE SERVICES 1-800-TOILETS / UnitedSiteServices.com City of Santa Ana, CA On -Call Chain Link Fencing — Various Sites RFP#i 21-123 Concerns/Exceptions: 1. Please note pricing provided on price sheet doesn't include prevailing wage. All costs MUST add $63.13 per man hour, with 2 technicians per delivery, on all work, including installs, moves, pick ups, etc. 2. Page 12 — "All fencing shall include "City Owned Property —Do Not Trespass" signage to allow for enforcement on the site." USS cannot accommodate this request. 3. Page 12 —"The term of these contracts shall be for three years with two one year renewal options upon mutual agreement. All pricing shall remain firm during the initial one-year term." i. USS can hold pricing firm for the first year. Following years will be subject to a price increase. 4. Page 17 —"The Contractor is required to provide a twenty-four (24) hour response time for all fence requests, Twenty-four hour response means fencing shall be in place within twenty-four hours from the time a request is made Monday through Friday. Most requests will not require a twenty-four hour response, however the contractor is required to provide this service upon request at no additional charge." i. USS can accommodate a 24 hour response time for up to 700' of 6' fence (please note emergency fee will apply). If the footage of fence needed is more than that it will require additional time as additional trucks would be required. 5. Page 17 —"Pricing must be inclusive of all costs, including but not limited to, direct and indirect costs for labor, overhead, incidental supplies, hardware, screws, bolts, welding material, paint, wires, disposal of materials, traffic control, assembly materials and travel for installation and removal." i. USS doesn't provide welding material, paint, wires, or traffic control. • � •.: . � ,. fib..,, _ �; (U'; �i t e d' SITE SERVICES 1-800-TOILETS / UnitedSiteServices.com City of Santa Ana, CA On -Call Chain Link Fencing — Various Sites RFP# 21-123 Company Overview: United Site Services is the nation's leader in temporary site services including portable toilet rentals and services, luxury restroom trailers, shower trailers, office trailer systems, temporary fence rental services, temporary power, and other services including Roil Off Dumpsters, Storage Containers, Septic hauling etc. Our operating footprint is made up of 2,700+ associates across 4 operating regions, covering 30 states and 49 major MSAs. USS is unique and stands apart from the competition because we cover the largest footprint compared to any other site services company. We have an unmatched fleet, dedicated account managers, provide a one call resolution, and have a 24/7 customer service team. All USS employees go through pre -employment background checks, drug and alcohol screen and E-Verify to certify they are legally able to work in the United States. All service employees are issued OSHA approved Personal Protection Equipment and trained in its proper use, emphasizing our commitment to safety. The company is accountable; we deliver on our commitments. We develop positive and professional relationships with all our customers. We make sure to understand what pain points the customer has had in the past to make sure those don't happen and what values are most important to them. Our technicians are constantly learning and training with the weekly safety meetings the company holds. We set the industry standard. The closest competitor is 1/loth our size. Our trucks have GPS trackers and our technicians have hand held electronics that track every stop and service from the exact GPS coordinates down to the exact minute. The hand helds can also record pictures and notes from technicians in case necessary. Our operations team and account managers work very closely and can always relay any messages to the customer if something comes up at a delivery/install/pickup/service. Key Personnel: Project/Account Manager: Shelley Cheney Shelley.chenev@unitedsiteservices.com 626-818-6825 Shelley has 22 years of experience in the temporary site services/sanitation industry. Shelley has complete product knowledge, including truck load and tank sizes, and their capabilities and time frames needed to complete a task. In addition to having Shelley as the Account Manager, our company provides a 24/7 customer service team. Understanding of Need: USS understands the requirements and will make sure they are fulfilled. Shelley, the dedicated account manager, will work closely with our operations team to make sure they receive the tickets from the orders placed. The orders will be keyed in with the contract rate and proper service schedule needed. USS also provides a 24/7 customer service phone line to call into. There will be a team working together to ensure all rentals/installs/pickups/services are being completed and running smoothly, ensuring 100% customer satisfaction for the City of Santa Ana. (U'di t e d' SITE SERVICES 1-800-TOILETS / United SiteServices.com Project Experience and References: City of Corona Maintenance, several jobs in the past 5 years. Moses Cortez, 951-830-0906 Moses,Cortez@CoronaCA.gov City of Los Angeles, several jobs in the past 5 years. Larry Lopez, 562-360-8995 larry.lopez@lacity.org City of Anaheim, several jobs in the past 5 years. Phil Yuhas, 714-765-5237 pyuhasC@anaheim.net City of Santa Ana Parks, several jobs in the past 5 years. Ali Borujerdi, 714-720-2460 City of Santa Monica, several jobs in the past 5 years. Chris Oliver, 310-925-9943 christopher.oliver@smgov.net 7L2 t,d EXHIBIT C City Council 29 — 63 5/17/2022 RFP NO. 21-123 ON -CALL CHAIN LINK FENCING SERVICES FEE PROPOSAL — YEAR 1 Category 1 Standard 6ft chain link: short-term, month -to month, one move-in/move-out 1. Chain Link Fence: includes mesh, line posts, & rails 2. Swinging Gate: 4 ft Single including gate posts 3. Swinging Gate: 12 — 15 ft Single including gate posts 4. Swinging Gate: 24 — 30 ft Double including gate 5. Wheels 6. Privacy Screen (6ft height) 7. Boring for setting fence posts (if additional charge) 8. Discount for long term (percentage) LF EA EA EA SET LF EA (intervals) $ $ $ $ $ $ $ Category 2 Damaged Material Replacement Fees 1. Chain Link Fence: Mesh only LF $ 2. Top Rail EA $ 3. Privacy Screen (6ft height) LF $ 4. Line Post (1-5/8") EA $ 5. Gate Post (2-3/8") EA $ 6. Swinging Gate: 4 ft Single EA $ 7. Swinging Gate: 12 — 15 ft Single EA $ 8. Swinging Gate: 24 — 30 ft Double EA $ Category 3 Emergency Fencing Requests Request for service with less than 24hrs notice, Monday through Friday $ Request for service with less than 24hrs notice, weekend $ Can you provide 24 hr. response time at no additional charge? Yes No All unit pricing shall include installation and removal of fencing. City of Santa Ana RFP 21-123 RFP NO. 21-123 ON -CALL CHAIN LINK FENCING SERVICES FEE PROPOSAL — YEAR 1 (CONT'D.) TOTALS Category I total $ Category 2 total $ Category 3 total $ GRAND TOTAL $ I certify that I have read, understand and agree to the terms and conditions of this RFP. LEGAL NAME OF COMPANY BUSINESS ADDRESS AUTHORIZED SIGNATURE NAME (PRINT) EMAIL ADDRESS PHONE NUMBER r'ifv r ni inril 0a — C,r 17P)Q)') City of Santa Ana RFP 21-123 RFP NO. 21-123 ON -CALL CHAIN LINK FENCING SERVICES FEE PROPOSAL — YEAR 2 Category 1 Standard 6ft chain link: short-term, month -to month, one move-in/move-out 1. Chain Link Fence: includes mesh, line posts, & rails 2. Swinging Gate: 4 ft Single including gate posts 3. Swinging Gate: 12 — 15 ft Single including gate posts 4. Swinging Gate: 24 — 30 ft Double including gate 5. Wheels 6. Privacy Screen (6ft height) 7. Boring for setting fence posts (if additional charge) 8. Discount for long term (percentage) LF EA EA EA SET LF EA (intervals) $ $ $ $ $ $ $ Category 2 Damaged Material Replacement Fees 1. Chain Link Fence: Mesh only LF $ 2. Top Rail EA $ 3. Privacy Screen (6ft height) LF $ 4. Line Post (1-5/8") EA $ 5. Gate Post (2-3/8") EA $ 6. Swinging Gate: 4 ft Single EA $ 7. Swinging Gate: 12 — 15 ft Single EA $ 8. Swinging Gate: 24 — 30 ft Double EA $ Category 3 Emergency Fencing Requests Request for service with less than 24hrs notice, Monday through Friday $ Request for service with less than 24hrs notice, weekend $ Can you provide 24 hr. response time at no additional charge? Yes No All unit pricing shall include installation and removal of fencing. r'if% (`ni inril ')a — C,F, 17P)Q)') City of Santa Ana RFP 21-123 RFP NO. 21-123 ON -CALL CHAIN LINK FENCING SERVICES FEE PROPOSAL — YEAR 2 (CONT'D.) TOTALS Category I total $ Category 2 total $ Category 3 total $ GRAND TOTAL $ I certify that I have read, understand and agree to the terms and conditions of this RFP. LEGAL NAME OF COMPANY BUSINESS ADDRESS AUTHORIZED SIGNATURE NAME (PRINT) EMAIL ADDRESS PHONE NUMBER r'ifv r ni inril ')Q — A7 17/')Q)') City of Santa Ana RFP 21-123 RFP NO. 21-123 ON -CALL CHAIN LINK FENCING SERVICES FEE PROPOSAL — YEAR 3 Category 1 Standard 6ft chain link: short-term, month -to month, one move-in/move-out 1. Chain Link Fence: includes mesh, line posts, & rails 2. Swinging Gate: 4 ft Single including gate posts 3. Swinging Gate: 12 — 15 ft Single including gate posts 4. Swinging Gate: 24 — 30 ft Double including gate 5. Wheels 6. Privacy Screen (6ft height) 7. Boring for setting fence posts (if additional charge) 8. Discount for long term (percentage) LF EA EA EA SET LF EA (intervals) $ $ $ $ $ $ $ Category 2 Damaged Material Replacement Fees 1. Chain Link Fence: Mesh only LF $ 2. Top Rail EA $ 3. Privacy Screen (6ft height) LF $ 4. Line Post (1-5/8") EA $ 5. Gate Post (2-3/8") EA $ 6. Swinging Gate: 4 ft Single EA $ 7. Swinging Gate: 12 — 15 ft Single EA $ 8. Swinging Gate: 24 — 30 ft Double EA $ Category 3 Emergency Fencing Requests Request for service with less than 24hrs notice, Monday through Friday $ Request for service with less than 24hrs notice, weekend $ Can you provide 24 hr. response time at no additional charge? Yes No All unit pricing shall include installation and removal of fencing. City of Santa Ana RFP 21-123 RFP NO. 21-123 ON -CALL CHAIN LINK FENCING SERVICES FEE PROPOSAL — YEAR 3 (CONT'D.) TOTALS Category 1 total $ Category 2 total $ Category 3 total $ GRAND TOTAL $ I certify that I have read, understand and agree to the terms and conditions of this RFP. LEGAL NAME OF COMPANY BUSINESS ADDRESS (3�:' AUTHORIZED SIGNATURE NAME (PRINT) EMAIL ADDRESS PHONE NUMBER r'ifv r ni inril 0a — F:Q 17P)Q)') City of Santa Ana RFP 21-123 RFP NO. 21-123 ON -CALL CHAIN LINK FENCING SERVICES FEE PROPOSAL — YEAR 4 (Extension Option) Category 1 Standard 6ft chain link: short-term, month -to month, one move-in/move-out 1. Chain Link Fence: includes mesh, line posts, & rails 2. Swinging Gate: 4 ft Single including gate posts 3. Swinging Gate: 12 — 15 ft Single including gate posts 4. Swinging Gate: 24 — 30 ft Double including gate 5. Wheels 6. Privacy Screen (6ft height) 7. Boring for setting fence posts (if additional charge) 8. Discount for long term (percentage) LF EA EA EA SET LF EA (intervals) $ $ $ $ $ $ $ Category 2 Damaged Material Replacement Fees 1. Chain Link Fence: Mesh only LF $ 2. Top Rail EA $ 3. Privacy Screen (6ft height) LF $ 4. Line Post (1-5/8") EA $ 5. Gate Post (2-3/8") EA $ 6. Swinging Gate: 4 ft Single EA $ 7. Swinging Gate: 12 — 15 ft Single EA $ 8. Swinging Gate: 24 — 30 ft Double EA $ Category 3 Emergency Fencing Requests Request for service with less than 24hrs notice, Monday through Friday $ Request for service with less than 24hrs notice, weekend $ Can you provide 24 hr. response time at no additional charge? Yes No All unit pricing shall include installation and removal of fencing. r'if% (`ni inril ')Q — 70 17/')000 City of Santa Ana RFP 21-123 RFP NO. 21-123 ON -CALL CHAIN LINK FENCING SERVICES FEE PROPOSAL — YEAR 4 (Extension Option) (CONT'D.) TOTALS Category I total $ Category 2 total $ Category 3 total $ GRAND TOTAL $ I certify that I have read, understand and agree to the terms and conditions of this RFP. LEGAL NAME OF COMPANY BUSINESS ADDRESS AUTHORIZED SIGNATURE NAME (PRINT) EMAIL ADDRESS PHONE NUMBER (`ifv (`ni inril ')Q — 71 17/')000 City of Santa Ana RFP 21-123 RFP NO. 21-123 ON -CALL CHAIN LINK FENCING SERVICES FEE PROPOSAL — YEAR 5 (Extension Option) Category 1 Standard 6ft chain link: short-term, month -to month, one move-in/move-out 1. Chain Link Fence: includes mesh, line posts, & rails 2. Swinging Gate: 4 ft Single including gate posts 3. Swinging Gate: 12 — 15 ft Single including gate posts 4. Swinging Gate: 24 — 30 ft Double including gate 5. Wheels 6. Privacy Screen (6ft height) 7. Boring for setting fence posts (if additional charge) 8. Discount for long term (percentage) LF EA EA EA SET LF EA (intervals) $ $ $ $ $ $ $ Category 2 Damaged Material Replacement Fees 1. Chain Link Fence: Mesh only LF $ 2. Top Rail EA $ 3. Privacy Screen (6ft height) LF $ 4. Line Post (1-5/8") EA $ 5. Gate Post (2-3/8") EA $ 6. Swinging Gate: 4 ft Single EA $ 7. Swinging Gate: 12 — 15 ft Single EA $ 8. Swinging Gate: 24 — 30 ft Double EA $ Category 3 Emergency Fencing Requests Request for service with less than 24hrs notice, Monday through Friday $ Request for service with less than 24hrs notice, weekend $ Can you provide 24 hr. response time at no additional charge? Yes No All unit pricing shall include installation and removal of fencing. r'if% (`ni inril ')Q — 70 17/')Q)') City of Santa Ana RFP 21-123 RFP NO. 21-123 ON -CALL CHAIN LINK FENCING SERVICES FEE PROPOSAL — YEAR 5 (Extension Option) (CONT'D.) TOTALS Category 1 total $ Category 2 total $ Category 3 total $ GRAND TOTAL $ I certify that I have read, understand and agree to the terms and conditions of this RFP. LEGAL NAME OF COMPANY BUSINESS ADDRESS (:3�1 AUTHORIZED SIGNATURE NAME (PRINT) EMAIL ADDRESS PHONE NUMBER r'ifv r ni inril ')Q — 74 17/')Q)') City of Santa Ana RFP 21-123 Public Works Agency www.santa-ana.org/pw Item # 30 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Agreements for Water Interconnection Study AGENDA TITLE Approve an Appropriation Adjustment, Interagency Agreement with the Orange County Water District and Moulton Niguel Water District to Evaluate a Potential Emergency Interconnection, and Approve an Agreement with Stantec Consulting Services, Inc. in an Amount Not to Exceed $200,000 for a Three-year Term to Conduct a Preliminary Design Study and Environmental Analysis for an Emergency Water Distribution Interconnection (Non -General Fund) RECOMMENDED ACTION 1. Authorize the City Manager to execute an agreement with Orange County Water District and Moulton Niguel Water District for a three-year term beginning on May 17, 2022 and ending on May 16, 2025 to conduct a preliminary design study and environmental analysis for an emergency water distribution interconnection, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Approve an appropriation adjustment to recognize $200,000 in reimbursement obligation funds from MNWD into the Water, Public Works Water Revenue, Expense Reimbursement revenue account and appropriate the same amount into the Water, Water Admin/Engineering, Contract Services — Professional expenditure account. (Requires five affirmative votes) 3. Authorize the City Manager to execute an agreement with Stantec Consulting Services, Inc., for a three-year term beginning on May 17, 2022, and ending on May 16, 2025, to evaluate a water interconnection with Moulton Niguel Water District, in an amount not to exceed $200,000, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City's Water Resources Division oversees and maintains the daily operations of the City's water distribution system, which serves more than 45,000 customer connections. The water system is composed of approximately 480 miles of water main, 21 groundwater wells, seven pump stations, 10 reservoirs with a storage capacity of 49 million gallons, City Council 30 — 1 5/17/2022 Agreements for Water Interconnection Study May 17, 2022 Page 2 four pressure regulating stations, and seven connection points to Metropolitan Water District of Southern California (MET) water supplies. The City pumps approximately 75 percent of its potable water from the Orange County Groundwater Basin, which is managed by Orange County Water District (OCWD). While the remainder of the City's potable water needs come from imported water sources via the seven MET connections located within the City. It is important to note that as a result of the City's investment in water supply capacity, the City's 2017 Water Master Plan identified that the City's water system has adequate capacity to supply the City's maximum daily demands for existing, near -term, and buildout scenarios using only groundwater wells. Moulton Niguel Water District (MNWD), which serves more than 170,000 customers in Laguna Niguel, Aliso Viejo, Mission Viejo, Laguna Hills, Dana Point, and San Juan Capistrano, relies solely on imported MET water to meet its customers' potable water needs. MNWD is not able to draw from the Orange County Groundwater Basin, as the City of Santa Ana does, because the groundwater basin is only accessible to agencies in northern Orange County, which fall within its boundaries. Due to MNWD's sole reliance on imported water, the district is more vulnerable to natural disasters or infrastructure failure that cause outages in the MET system. As a result, OCWD and MNWD approached the City to conduct a preliminary design study and environmental analysis (Exhibit 1) to identify the needed environmental mitigations and the necessary infrastructure modifications to Santa Ana's water facilities and distribution system to enable Santa Ana to convey water from the Orange County Groundwater Basin to the water transmission pipeline that supplies south Orange County water agencies. This information will be used by OCWD and MNWD to develop estimated construction costs and scope of work for a potential program to convey groundwater to MNWD in the event an emergency renders the MET's water delivery infrastructure incapable of making deliveries. Stantec Consulting Services, Inc. has been selected to assist in the development and review of the preliminary design study (Exhibit 2) due to their familiarity with the City of Santa Ana's water system. MNWD will fund all work conducted as a result of this agreement on a reimbursement basis. The final design and construction of any facilities recommended as a result of the study and environmental analysis will first require approval by the governing boards of all parties and the development of a subsequent agreement for the construction, operation, and funding of the proposed interconnection. The City, MNWD and OCWD reserve the right not to enter into any subsequent agreement after the completion of the study and analysis. ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. City Council 30 — 2 5/17/2022 Agreements for Water Interconnection Study May 17, 2022 Page 3 FISCAL IMPACT As part of the agreement, MNWD agrees to provide all funding required to perform the scope of work and related RFPs identified as part of the agreement, including reasonable City staff time, consultant fees, and legal counsel review of the scope of work deliverables and related RFPs. MNWD will pay the City, on a reimbursement basis, the actual and necessary costs to complete the proposed preliminary design study conducted under the agreement with Stantec. Approval of the requested Appropriation Adjustment will recognize $200,000 in reimbursement obligation funds from MNWD, as outlined in the Interagency Agreement, into the Water, Public Works Water Revenue, Expense Reimbursement revenue account (06017002-57000) and appropriate the same amount into the Water, Water Admin/Engineering, Contract Services — Professional expenditure account (06017645-62300). Project number 22-6475 has been issued to track expenditures for reimbursement purposes. Funds are budgeted and available as shown in the table below. Accounting Unit, Accounting Unit Fund Fiscal Year Account Amount - Account # Description Description Contract (3-Year Term) Water 2021-22 06017645-62300 Water Admin/Engineering, $25,000 (May -June) (22-6475) Contract Services - Professional Water 2022-23 06017645-62300 Water Admin/Engineering, $130,000 (July -June) (22-6475) Contract Services - Professional Water 2023-24 06017645-62300 Water Admin/Engineering, $35,000 (July -June) (22-6475) Contract Services - Professional Water 2024-25 06017645-62300 Water Admin/Engineering, $10,000 (July -May) (22-6475) Contract Services - Professional TOTAL $200,000 EXHIBIT(S) City Council 30 — 3 5/17/2022 Agreements for Water Interconnection Study May 17, 2022 Page 4 1. Interagency Agreement with Orange County Water District and Moulton Niguel Water District 2. Agreement with Stantec Consulting Services, Inc. Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager City Council 30 — 4 5/17/2022 INTERAGENCY AGREEMENT This Interagency Agreement ("Agreement"), is entered into between the City of Santa Ana ("CITY"), Orange County Water District ("OCWD") and Moulton Niguel Water District ("MNWD"), collectively herein referred to as the PARTIES. I. PURPOSE The purpose of this Agreement is to work collaboratively to further evaluate a potential emergency interconnection ("INTERCONNECTION") between the CITY water distribution system and the East Orange County Feeder #2 ("EOCF#211). The proposed INTERCONNECTION would: a. Be located at the CITY East Station site on E. Santa Fe St., as identified in the Evaluation of Groundwater Conveyance Options, Final Draft Preliminary Report (City of Santa Ana Only), prepared by Tetra Tech, dated September 2020 (exhibit 1) and; b. Only be utilized when the EOCF#2 was not conveying treated water from the Metropolitan Water District of Southern California ("MWD") Diemer Filtration Plant due to a qualifying emergency outage; The goal of this Agreement is to evaluate the feasibility for the INTERCONNECTION by completing a preliminary design study and environmental analysis that would identify the necessary infrastructure and any necessary environmental mitigations, and refine the potential estimated construction cost for a new emergency INTERCONNECTION. Further, this Agreement authorizes the analysis of work necessary to address the institutional arrangements required to potentially deliver water from the Orange County groundwater basin into theEOCF#2 under qualifying emergency conditions. If warranted, a subsequent agreement would be developed to define the terms and conditions for constructing and operating the potential INTERCONNECTION during qualifying emergencies. To that end, this Agreement serves to establish a common understanding of the guiding principles for the terms and conditions of any future agreement. II. GUIDING PRINCIPLES The following guiding principles will be adhered to by all PARTIES as fundamental to this Agreement and will be adhered to in completing any work to develop the INTERCONNECTION and will be foundational to the terms and conditions of any future service agreement: a. The INTERCONNECTION would be used during qualifying emergency conditions when the EOCF#2 is not delivering water from the Diemer Filtration Plant. A qualifying emergency condition for the purposes of this Agreement is defined as significant interruption of MWD's ability to provide water to MNWD due to failure of infrastructure as identified in the Evaluation of Groundwater Conveyance Options, Final Draft Preliminary Report (City of Santa Ana Only), prepared by Tetra Tech, dated September2020 (exhibit 1). A drought emergency declared by the Governor of Page 1 of 7 City Council 30 — 5 5/17/2022 5169249.1 --N1716.0 the State of California is not considered to be a qualifying emergency for the purposes of this Agreement; b. All new facilities related to the INTERCONNECTION will be designed and constructed to meet the system specifications and operational requirements of the CITY and OCWD during normal and emergency operating conditions. c. At no time will the delivery of water to MNWD through the INTERCONNECTION cause or exacerbate a shortage of water for meeting the needs of the CITY's retail customers, as solely determined by the CITY. d. CITY staff will be responsible for all facility operations of infrastructure constructed as a part of this Agreement. e. Regardless of which PARTY funds the development and construction of the infrastructure associated with the INTERCONNECTION, the CITY will retain ownership of all assets within the CITY's limits. f. The CITY's rate payers and OCWD will not bear any costs of delivering emergency water to MNWD. i. If the delivery of water to MNWD through the INTERCONNECTION results in the CITY exceeding (or further exceeding) OCWD's basin pumping percentage, MNWD will reimburse the CITY for its proportional share of any Basin Equity Assessment charges assessed to the CITY. ii. MWD assesses the City a capacity charge based on their peak usage over a three-year average. If the CITY's capacity charge is increased due to MNWD's emergency usage, MNWD will reimburse the CITY for the marginal difference in the annual capacity fee amount that is attributable to the conveyance of water to MNWD. iii. MNWD will reimburse the CITY for all expenses incurred by the CITY that result from the operations and maintenance of the INTERCONNECTION, including but not limited to any administrative costs, penalties, fees or fines. g. OCWD's ability to store water and operate the groundwater basin must not be harmed by the CITY's providing of water to MNWD via the INTERCONNECTION and such storage will otherwise be fully compliant with all applicable requirements of the Orange County Water District Act. h. MNWD understands that the development of the INTERCONNECTION does not constitute a commitment by OCWD or the CITY to allow MNWD to store water within the Orange County groundwater basin. i. The ability of MNWD to utilize the EOCF#2 will require additional agreement by the parties responsible for the operation and maintenance of the EOCF#2. The Scope of Page 2 of 7 City Council 30 — 6 5/17/2022 5169249.1 --N1716.0 Work in Section III of this Agreement describes the analysis that will be performed to determine the feasibility and possible terms and conditions of future agreements. III. SCOPE OF WORK The scope of work to be performed by the PARTIES as a part of the Agreement shall include: a. MNWD will prepare a preliminary design analysis of the necessary infrastructure required to provide an emergency interconnection at the CITY East Station facility as identified in the Tetra Tech Conveyance Study (exhibit 1). The preliminary design will identify and size the infrastructure to deliver up to 14 cubic feet per second ("cfs") during qualifying emergency conditions and the potential water quality implications associated with reversing flows within the CITY's system and will perform a system- wide hydraulic model analysis. The infrastructure shall include, but is not limited to, production wells, treatment facilities, pump stations, pressure regulating facilities, connection to the EOCF#2, and any additional facilities required to maintain service to the CITY's existing customers when the INTERCONNECTION is operational. The preliminary design will also review the operating conditions and recommended operating protocols for utilizing the infrastructure under normal operating conditions and emergency conditions. b. MNWD will perform an environmental review of the proposed facilities based on the preliminary design analysis. The proposed environmental review will include the development of an initial study and/or Environmental Impact Report, as well as any other appropriate CEQA documents, including a mitigation monitoring and reporting program if necessary. Further, the environmental review and CEQA process will identify any necessary permits required to implement the proposed INTERCONNECTION. c. MNWD will develop two Request for Proposals ("RFPs") for the work described in paragraphs III.a and IILb above. The PARTIES will review the proposals and develop a joint recommendation, should they agree, for consideration of award of professional service contracts. If collectively agreed to by the PARTIES, the work described in paragraphs III.a and III.b above may be combined into a single RFP and professional service contract. d. The PARTIES will work with the Municipal Water District of Orange County ("MWDOC") and the other agencies responsible for the operation and maintenance of the EOCF#2 to identify the operational challenges to MNWD utilizing the EOCF#2 under emergency conditions and work to develop mitigations or solutions to address those operational challenges identified as part of the preliminary design. e. MNWD agrees to provide all funding required to perform the scope of work and related RFPs identified as a part of this Agreement, including reasonable CITY staff time, consultant fees, and legal counsel review of the scope of work deliverables and related RFPs. Page 3 of 7 City Council 30 — 7 5/17/2022 5169249.1 --N1716.0 IV. DELIVERABLES & SCHEDULE a. The deliverables anticipated as a result of this Agreement include: i. Preliminary design report to be reviewed and approved jointly by all PARTIES. ii. Preliminary and final CEQA documents prepared by MNWD and approved by the CITY as the lead agency for CEQA review for the proposed INTERCONNECTION. b. This Agreement shall commence on the date first written above and terminate in three (3) years, unless terminated earlier as stated in Section VI, b. below. V. AGREEMENT RESPONSIBILITIES a. MNWD will be responsible for administering the contracts associated with the scope of work in the Agreement. b. The PARTIES will work collaboratively to carry out the scope of work for this Agreement. c. The PARTIES will meet to review progress and any draft work product that may be available. d. The PARTIES will meet and work with other interested stakeholders, including but not limited to other Orange County groundwater producers, to share information and seek input on the development of the INTERCONNECTION. VI. OTHER a. The PARTIES understand the scope of work identified in this Agreement is the extent of the review and development of the proposed INTERCONNECTION. The final design and construction of any facilities recommended as a result of the scope of work will first require approval by the governing boards of all PARTIES and development of a subsequent agreement for the construction, operation, and funding of the proposed INTERCONNECTION that is demonstrated to be fully consistent with the requirements of the Orange County Water District Act, and all other applicable laws and regulations. The CITY, MNWD and OCWD reserves the right not to enter into any subsequent agreement after performance of the scope of work in this Agreement. b. This Agreement may be terminated by either PARTY with ninety (90) days written notice to all the parties hereof with an explanation as to why the Agreement is being terminated, the other Parties hereto shall contact the terminating Party and use commercially reasonable efforts to resolve the reason(s) raised by the terminating Party for terminating this Agreement. If the Parties, after good faith commercially reasonable efforts, are not successful in resolving their differences or concerns, then the Page 4 of 7 City Council 30 — 8 5/17/2022 5169249.1 --N1716.0 terminating Party shall give a second notice after the 90th day from their first notice stating that after at least ninety (90) days the Parties despite their good faith commercially reasonable efforts were not able to resolve their concerns or issues and therefore this Agreement will be deemed terminated on the fifteenth (15th) day after the date of the second termination notice is sent to the other Parties to this Agreement. Upon termination, MNWD will be responsible for any outstanding financial commitments for any contracts entered into at the time of termination. IN WITNESS WHEREOF, the PARTIES hereby execute this Interagency Agreement. JORANGE COUNTY WATER DISTRICT I (CITY OF SANTA ANA 1� . Zl Date: Step en Sheldon, PresgLtrict incente Sarmiento, Mayor for Oran g or City of Santa Ana B: Mic ae ar us, Geieral Manager ILTON NIGUEL WATER DISTRICT 144 Date: 4/21/22 rian Probolsky, President >r Moulton Niguel Water District OF SANTA ANA TTEST: Date: aisy Gomez lerk of the Council APPROVED AS TO FORM Sonia R. Carvalho APPROVED AS TO FORM: By: Date:4/21/22 Ruben A. Smith Special Counsel to Moulton Niguel Water Distsrict Page 5 of 7 ine Ridge Manager Date: 51692&jy�6bbfiC;l 30 — 9 5/17/2022 By: �4 `w -F,,#-., Date: 4-18-22 John M.Funk Senior Assistant City Attorney RECOMMENDED FOR APPROVAL By: Date: Nabil Saba, P.E. Executive Director Public Works Agency Page 6 of 7 City Council 30 — 10 5/17/2022 5169249.1 -- N1716.0 Exhibit 1 Page 7 of 7 City Council 30 — 11 5/17/2022 5169249.1 -- N 1716.0 Orange County Water District Moulton Niguel Water District EVAULATION OF GROUNDWATER CONVEYANCE OPTIONS FINAL DRAFT PRELIMINARY REPORT (CONNECTIONS TO THE EAST ORANGE COUNTY FEEDER #2) PREPARED FOR PREPARED BY Orange County Water District Tetra Tech 18700 Ward St 17885 Von Karman, Suite 500 Phone: (949) 809-5000 Fountain Valley, CA 92708 Irvine, CA 92614 Fax: (949) 809-5010 tetratech.com CE 00 TETRA TECH September 2020 FINAL DRAFT PRELIMINARY REPORT (Connections to EOCF #2) EVAULATION OF GROUNDWATER CONVEYANCE OPTIONS INTRODUCTION 1.1 History/Purpose of Evaluation Retail water agencies in southern Orange County rely primarily on imported water supply from Metropolitan Water District (MWD) and surface storage to meet daily operational demands and fire storage. With heavy reliance on the imported water sources, the South Orange County (SOC) water agencies have a much higher vulnerability during outages of MWD imported water facilities as opposed to water agencies in northern Orange County which have the capability of drawing groundwater from the Orange County Water District's (OCWD) Groundwater Basin. In 2006, OCWD entered into an agreement (Emergency Services Program) with South County Agencies to allow up to 50 cfs of groundwater to move from the basin to South Orange County for up to 30 days in the event of an outage of MWD's imported water infrastructure. OCWD and Moulton Niguel Water District (MNWD) have requested a study be performed that will provide a review, summary and analysis of conveyance options from the Orange County Groundwater Basin to regional water transmission mains serving South Orange County water agencies. In general, the goal of the study is to evaluate the potential infrastructure and property acquisition required to convey water (in the range of 30 cfs to 50 cfs) from the Orange County Groundwater Basin to Moulton Niguel Water District's distribution system via the regional imported water pipelines. This information will be used by OCWD and MNWD to assist in the potential development of a pilot program to convey groundwater to MNWD during emergencies. 1.2 Study Description MNWD currently shares an emergency interconnection through Irvine Ranch Water District which can move up to 30 cfs of water to serve South Orange County. MNWD owns 55 percent of the capacity of the interconnection. Due to growth in Irvine Ranch Water District, expiration of the capacity rights in the interconnection facilities, and uncertainty in the ability to convey water into the future, MNWD is interested in alternative conveyance options to move water from the groundwater basin to MNWD during an emergency. MNWD currently receives imported water from the East Orange County Feeder #2, Allen -McCulloch Pipeline and/ or the South County Pipeline. The study will evaluate potential costs of land acquisition, building new transmission mains and/or pumping plants, utilization of existing available groundwater well capacity or construction of new wells, and connection of transmission mains to the East Orange County Feeder #2. The following is a brief summary of the items that will be addressed in the study: Meet with cities of Santa Ana, Orange and Tustin to discuss the agencies existing conveyance facilities, well production facilities, and desired capacity and conveyance goals. The intent of this scope item is to determine the available capacity, if any, the agencies may have to participate in providing emergency water. Using data obtained from OCWD and the water agencies, identify alternative locations for developing the desired pumping capacity utilizing either available well capacity or developing new well capacity. Focus will be on areas adjacent to the East Orange County Feeder No. 2 within the cities of Santa Ana, Orange and Tustin. • Evaluate the existing and new infrastructure necessary to convey the stored water from the identified pumping or well locations to East Orange County Feeder #2. Prepare typical connection facilities including meters, pressure and flow control and valving. Orange 9t9%9 1District/Moulton Niguel Water District 30 - 13 5/17/2 A TECH Evaluation of Groundwater Conveyance Options FINAL DRAFT PRELIMINARY REPORT (Connections to EOCF #2) • If property acquisition is recommended, identify the needed property, and include a ball park cost of the property. • For the recommended alternatives, prepare conceptual site layouts of the facilities, including meter and valving, conceptual alignment of any conveyance infrastructure, and estimate the probable construction costs for the facility, the conveyance piping and any land acquisition needed. • A technical paper summarizing the evaluation and findings will be prepared. Within the appendix will be the preliminary locations identified, all of the backup calculations and supporting documentation. • Presentations will be made to each of the OCWD and MNWD respective boards. • Review similar work the Municipal Water District of Orange County is performing regarding pumping groundwater into the East Orange County Feeder No. 2. • Coordinate the work with the possible transmission of Poseidon Resources Ocean Desalination water to South Orange County via the East Orange County Feeder No. 2. Future work will need to be completed to evaluate the hydraulic constraints of regional infrastructure as well as possible water quality impacts. The above study does not contemplate those work products. 1.3 Metropolitan Water District's Policy Regarding Deliveries in an Emergency Administrative Code amendments have been approved by Metropolitan Water District to enable deliveries of member agency water supplies in Metropolitan's system in an emergency. These deliveries are intended to provide Metropolitan's member agencies the ability to deliver member agency water through Metropolitan's system under specific emergency conditions. Emergency deliveries can only be made if Metropolitan is unable to make deliveries to a member agency due to physical damage to Metropolitan's system resulting from a natural disaster or other emergency, and there are no alternate means for Metropolitan or the member agency to provide service to an area without the use of a portion of Metropolitan's system. 1.4 Joint Ownership of East Orange County Feeder No. 2 East Orange County Feeder No. 2 ownership is: MWDOC 58.5%; MWD 31.7%; Anaheim 3.3%; and Santa Ana 6.5%. MWDOC's share is split among thirteen (13) agencies. Any use of the East Orange County Feeder No. 2 to convey emergency water would need to be approved by downstream agencies. Orange 9t9%9 1District/Moulton Niguel Water District 30 - 14 5/17/2tIMA TECH Evaluation of Groundwater Conveyance Options FINAL DRAFT PRELIMINARY REPORT (Connections to EOCF #2) 2. POTENTIAL AVAILABLE GROUNDWATER SUPPLY 2.1 Water Supply Summary Tetra Tech met with the cities of Santa Ana, Orange and Tustin to discuss the agencies existing conveyance and well production facilities, and their desired capacity and conveyance goals. The intent of the meetings was to identify how much groundwater pumping capacity may be available from all of the cities facilities and what modifications could be implemented to increase groundwater pumping so that that excess groundwater could be conveyed in an emergency. For this report, during an emergency when the excess groundwater will be conveyed to South Orange County, no import water was assumed to be available from MWD via the East Orange County Feeder No. 2. Tetra Tech obtained import and well production data as well as copies of the latest Urban Water Management Plan and Water Master Plan for each agency. Three-year historical data (July 2016 through June 2019) of the monthly quantities of ground water pumped and import water were tabulated. Included within Appendix A are Tables A-1 through A-3 which summarize the average historical groundwater and import water supply and demand for each agency per month. It should be noted that the yearly demand within each of the agencies systems will fluctuate based on seasonal demand requirements. In addition, Tetra Tech worked with each of the agencies to summarize the current well operations, the available production wells, the rated maximum capacity of each well, and any proposed well improvements planned in the next few years. A concern noted by all three cities is the Perfluoralkyl Substances (PFAS) contamination of the groundwater basin and how this will dramatically influence future groundwater pumping operations. In discussions with the operators for each agency, it is assumed the pumps will typically be utilized less in the winter months (November through April) to allow for maintenance activities on the wells. Within the Appendix and the appropriate Table "A" for each of the agencies, Tetra Tech has tabulated the following existing well information: well name; estimated average well capacity; theoretical maximum daily production; typical winter daily production; and typical summer daily production. Included within the table, will be any wells that have been identified or expected to have potential issues that will impact production/operation in the future. For this study, Tetra Tech has assumed that OCWD will be responsible for all capital costs and 50% of operation and maintenance cost up to $75/AF for PFAS treatment required at any of the existing or future wells and that this work will be completed in the next two to four years. 2.2 City of Santa Ana The City of Santa Ana Water System has a total of 21 groundwater wells and seven (7) import water connections. Fourteen (14) of the City wells pump into surface reservoirs with booster pump stations pumping the water into the City's distribution system. The remaining seven (7) wells pump directly into the City's distribution system. The City is concerned that potentially nine (9) wells may be impacted in the near term by PFAS and will need PFAS treatment facilities. Five (5) of the import water connections are connected to MET's Orange County Feeder (SA- 1, SA-2, SA-3, SA-4 and SA-5). Two (2) of the import water connections are connected to the East Orange County Feeder No. 2 (SA-6 and SA-7). Table A-1 (within Appendix A), summarizes the eighteen (18) wells that had operated during the three-year historical period. During the three-year historical period, the City has pumped on an average 71% of its water demand from the groundwater basin. Well 29 and Well 32 are currently under design for major rehabilitation. As stated in the City's Water Master Plan and approved CIP, the City is planning to drill and equip a new well at Washington Street and a new well to replace the abandoned Well 22 at the Cambridge Facility. Orange 9t9%9 1District/Moulton Niguel Water District 30 - 15 5/17/2 A TECH Evaluation of Groundwater Conveyance Options 3 FINAL DRAFT PRELIMINARY REPORT (Connections to EOCF #2) For the purpose of this study, we have assumed that the operable wells will have a typical production rate of 60% during the winter months (November through April) and 80% during the summer months (May through October). The following Table 2.1 summarizes the City of Santa Ana demands and potential available excess groundwater. Table 2.1 City of Santa Summary of Demands and Potential Available Excess Groundwater Winter Months (Average) Summer Months (Average) Total Annual Demands (3-year Historical Average) City System Demands 822 MG 1,016 MG 11,020 MG Import Water 165 MG 371 MG 3,210 MG Groundwater Production 657 MG 645 MG 7,810 MG Basin Production Percentage 80% 63% 71% Typical Wells Operating (Potential Wells Available for Excess Groundwater) Historical Operation 9 wells operating (9 wells available) 7 wells operating (11 wells available) 8 wells operating (10 wells available) Assuming No Import Water 11 wells operating (7 wells available) 11 wells operating (7 wells available) 11 wells operating (7 wells available) Note: Above table does not include the future wells (Washington and Well 22 Replacement) To support the above findings, the 2017 Water Master Plan for the City identified that the City's water system has adequate capacity and distribution capabilities to supply the entire City's water system demands for existing, near - term and buildout maximum day demand scenarios using only groundwater wells (with the assumption that the largest well in both the Low and High Zone are out of service). In summary the City of Santa has potential well capacity that could be available to convey groundwater per the Emergency Services Program. The quantity of water will depend on the City's distribution system and corresponding facilities at the specific location of the proposed source connection. The potential available groundwater water will be summarized in Section 4. 2.3 City of Orange The City of Orange Water System has a total of twelve (12) groundwater wells and eight (8) import water connections. Ten (10) of the City wells pump into the City's 370 Zone and the remaining two (2) pump into the 490 Zone. Five (5) of the wells are currently not in service due to PFAS. The City is also concerned that four (4) additional wells will be impacted in the near term by PFAS and will need PFAS treatment facilities as well. The following is a summary of the import water connections: OC-3 connected to MET's Orange County Feeder; OC-40 and OC-42 connected to East Orange County Feeder No. 2; OC-67 and OC-69 connected to Allen-McColloch Pipeline; one EOCWD Connection, source is the Allen-McColloch Pipeline; and two connections with Serrano Water District (SWD-1 and SWD-2). Table A-2 (within Appendix A), summarizes the eleven (11) wells that had operated during the three-year historical period. During the three-year historical period, the City has pumped on an average 77% of its water demand from the groundwater basin. City is currently under design for two new wells, Well No. 28 and Well No. 29, which will replace Well No. 8. Orange 9t9%9 1District/Moulton Niguel Water District 30 — 16 5/17/2 A TECH Evaluation of Groundwater Conveyance Options 4 FINAL DRAFT PRELIMINARY REPORT (Connections to EOCF #2) For the purpose of this study, we have assumed that the operable wells will have a typical production rate of 70% during the winter months (November through April) and 90% during the summer months (May through October). The following Table 2.2 summarizes the City of Orange demands and potential available excess groundwater. Table 2.2 City of Orange Summary of Demands and Potential Available Excess Groundwater Winter Months (Average) Summer Months (Average) Total Annual Demands (3-year Historical Average) City System Demands 678 MG 905 MG 9,496 MG Import Water 130 MG 232 MG 2,175 MG Groundwater Production 548 MG 673 MG 7,321 MG Basin Production Percentage 81% 74% 77% Typical Wells Operating (Potential Wells Available for Excess Groundwater) Historical Operation 8 wells operating (3 wells available) 7 wells operating (4 wells available) 8 wells operating (3 wells available) Assuming No Import Water 10 wells operating (1 well available) 10 wells operating (1 well available) 10 wells operating (1 well available) Note: Above table does not include the future wells (Well No. 28 and Well No. 29) In summary, the City of Orange may have one well or at most two wells capacity (if all of their wells are operable and in service and import water is available at their OC-67 and OC-69 MWD connections) that could be available to convey groundwater per the Emergency Services Program. The quantity of water will depend on the City's distribution system and corresponding facilities at the specific location of the proposed source connection. The potential available groundwater water will be summarized in Section 4. 2.4 City of Tustin The City of Tustin owns 11 groundwater wells but only have a total of eight (8) groundwater wells that are currently active and three (3) import water connections from East Orange County Water District (EOCWD). Two (2) of the City's wells currently are not active since their treatment system (RO) is not operable. The City is concerned that five (5) additional wells may be impacted in the near term by PFAS and will either need PFAS treatment facilities or blending facilities before they could be brought back online. If these five (5) wells are shut down, the City will lose approximately 50 percent of its total groundwater well capacity. The City of Tustin purchases it's imported water from the EOCWD. OC-43 and OC-48 are connected to the East Orange County Feeder No. 2. OC-60 is connected to the Allen-McColloch Pipeline. Table A-3 (within Appendix A), summarizes the eight (8) wells that had operated during the three-year historical period. During the three-year historical period, the City has pumped on an average 77% of its water demand from the groundwater basin. The City is currently planning (in two to three years) a new well to replace the existing Beneta Well. For the purpose of this study, we have assumed that the operable wells will have a typical production rate of 70% during the winter months (November through April) and 90% during the summer months (May through October). Orange 9t9%9 1District/Moulton Niguel Water District 30 — 17 5/17/2 A TECH Evaluation of Groundwater Conveyance Options FINAL DRAFT PRELIMINARY REPORT (Connections to EOCF #2) The following Table 2.3 summarizes the City of Tustin demands and potential available excess groundwater. Table 2.3 City of Tustin Summary of Demands and Potential Available Excess Groundwater Winter Months (Average) Summer Months (Average) Total Annual Demands (3-year Historical Average) City System Demands 228 MG 320 MG 3,286 MG Import Water 44 MG 81 MG 753 MG Groundwater Production 184 MG 239 MG 2,533 MG Basin Production Percentage 81% 75% 77% Typical Wells Operating (Potential Wells Available for Excess Groundwater) Historical Operation 6 wells operating (2 wells available) 6 wells operating (2 wells available) 6 wells operating (2 wells available) Assuming No Import Water 7 wells operating (1 well available) 8 wells operating (0 wells available) 7 wells operating (1 well available) Note: Above table does not include the future well replacement for the Beneta Well In summary, the City of Tustin does not have excess groundwater that could be available to be conveyed per the Emergency Services Program unless all of their wells are operable and in service and import water is available from East Orange County Water District import connection OC-60. It is possible once a new well is constructed and the RO treatment system for the two wells is placed back into operation that the City may be able to provide up to 3 to 5 cfs excess groundwater during the winter months as is summarized in Section 4. FACILITY SYSTEM CONSTRAINTS 3.1 Hydraulic Grade Requirements Based on the Preliminary Design Report for the Interconnection of the IRWD Water System to the South Orange County Water Transmission System prepared for Municipal Water District of Orange County, dated July 2006, a minimum hydraulic grade line (HGL) of 455 feet is required to meet the South Orange County water agencies system requirements. However, the Joint Regional Transmission Main (JTM) also has a high point at a surge tower within the Laguna Woods community. Based on an assumption of up to 50 cfs of water conveyed to the South Orange County water agencies, the HGL required at the connection to the JTM is 490 to 500 feet. This HGL will meet the requirements of delivering water to MNWD. 3.2 Cities of Santa Ana, Orange and Tustin Pressure Zones The following is a summary of the existing pressure zones for each of the cities under consideration. City of Santa Ana The City of Santa has two pressure zones (High Zone and Low Zone). The High Zone, approximate HGL of about 340 to 350, is located north of the Santa Ana Freeway (the area within the City bordered by the Costa Mesa Freeway, the Garden Grove Freeway and the Santa Ana Freeway). The High Zone has four (4) wells that are currently in operation. The proposed Well 22 replacement is located within the City's High Zone. The Low Zone, approximate HGL of about 270, includes the remaining service area of the City. The Low Zone has fourteen (14) wells that are currently in operation. The proposed new Washington Well is located within the City's Low Zone. Orange 9t9%9 1District/Moulton Niguel Water District 30 — 18 5/17/2 A TECH Evaluation of Groundwater Conveyance Options FINAL DRAFT PRELIMINARY REPORT (Connections to EOCF #2) City of Orange The City of Orange has five (5) primary pressure zones: Zone 370; Zone 490; Zone 736; Zone 900; and Zone 1100. Nine (9) of the City wells pump into the City's 370 Zone and the remaining two (2) pump into the 490 Zone. The proposed new Wells, Well No. 28 and Well No. 29 will also pump into the City's 370 Zone. The East Orange County Feeder No. 2 is mostly located within the City's 370 Zone. In general, the City's 490 Zone is located east of the Costa Mesa (SR-55) Freeway. City of Tustin The City of Tustin has three (3) pressure zones: Zone 1 (HGL of about 308); Zone 2 (HGL of about 380); and Zone 3 (HGL of about 480). The majority of the City is included within the Zone 1. The East Orange County Feeder No. 2 is located within the City's Zone 1. 3.3 Pump Station to East Orange County Feeder #2 In order to convey the excess groundwater from the cities, a pump station will be required to lift the water from the city's pressure zone to the required HGL stated above (HGL of 500 plus all head losses). To maximize the flow potential and to minimize impacts to the city's distribution systems, it is recommended that a new East Orange County Feeder#2 (EOCF#2) Pump Station be constructed. Ideally, it would be beneficial to get the proposed pump station suction from a reservoir instead of from the distribution system. This will require additional lift but will minimize pressure surges and potential pressure impacts to the adjacent distribution system. However, if a reservoir is not available, the proposed pump station can get its suction from the distribution system as long as the pump station design flow is not too high to impact the pressures in the service area adjacent to the proposed pump station. It is not recommended to modify the wells to pump to the higher pressure as this will limit the available excess flow to only what the individual well can produce (which will be lower than normal due to the higher lift). For this study, we have assumed the layout of the proposed EOCF#2 Pump Station will be similar to the South County Zone 1-3 Booster Pump Station designed and constructed for the IRWD Interconnection to SOC Water Transmission Mains. The proposed pump station will include: three or four vertical turbine pumps and motors (including one standby); PRV bypass piping; surge tank on the discharge side; variable frequency drives; building to house the pumps; separate building to house the electrical equipment; and additional surge tank on the suction side if the suction is being provided by the distribution system instead of a reservoir. The following are the approximate footprint dimensions of the proposed pump station: pump room for four pumps, 48 feet by 24 feet; pump room for three pumps, 40 feet by 24 feet; electrical building, 24 feet by 16 feet; and additional site yard to house the surge tank and bypass piping. The approximate total minimum pump station footprint is about 10,000 to 12,000 square feet, with a minimum width of about 50 to 60 feet. See Appendix B for conceptual layout for the proposed pump station and corresponding facilities. The proposed EOCF#2 Pump Station will, most of the time, not be used to convey excess groundwater to South Orange County. Therefore, the proposed pump station will need to be operated periodically to maintain its condition and operation availability. We have assumed a pressure reducing facility will be required to discharge the pump flow back to the city's distribution systems each time it is operated for maintenance purposes. Ideally, the pressure reducing facility should be located in the vicinity of the connection to the East Orange County Feeder No. 2 or at the end of the high pressure discharge piping. 3.4 East Orange County Feeder No. 2 Connections For the initial evaluation of potential location of the proposed facilities, we have assumed that the connection to the East Orange County Feeder No. 2 will be at an existing connection (i.e. do not propose to construct a new outlet to the existing East Orange County Feeder No. 2). Orange 9t9%9 1District/Moulton Niguel Water District 30 - 19 5/17/2 A TECH Evaluation of Groundwater Conveyance Options FINAL DRAFT PRELIMINARY REPORT (Connections to EOCF #2) For the limits of the initial evaluation, the East Orange County Feeder No. 2 is located within Tustin Avenue in the cities of Orange and Santa Ana and within Walnut Avenue and Red Hill Avenue in the cities of Santa Ana and Tustin. The following are the potential locations for the connections to the East Orange County Feeder No. 2: OC-40 and OC-42 in the City of Orange; SA-6 and SA-7 in the City of Santa Ana; and OC-43 and OC-48 (East Orange County Water District turnouts) in the City of Tustin. See Exhibit 1 for an Overview of the study area which shows the East Orange County Feeder No. 2 alignment and the location of each of the existing import water connections. The following is a brief summary of the locations of these import water connections: • OC-40 (City of Orange): Heim Avenue and Tustin Ave. • OC-42 (City of Orange): La Veta and Tustin Ave. • SA-6 (City of Santa Ana): Santa Clara Ave. and Tustin Ave. (design capacity is 20 cfs with normal operating capacity of 12 cfs) • SA-7 (City of Santa Ana): Warner Ave. and Red Hill Ave. (design capacity is 50 cfs with normal operating capacity of 7.5 cfs) • OC-48 (East Orange County Water District— City of Tustin): Fairhaven Ave and Tustin Ave. • OC-43 (East Orange County Water District — City of Tustin): Walnut Ave. and Newport Ave. The location of the proposed EOCF#2 Pump Station should be in vicinity of the appropriate agency import water connection. 3.5 Potential Inter -agency Connections An option for conveying excess groundwater could be achieved by constructing a potential inter -agency connection which could be used to convey excess groundwater from one agency to another to minimize the number of new EOCF#2 Pump Stations. The reason to evaluate this option is that the City of Santa Ana does have excess available well capacity and that maybe this available capacity could be conveyed through the City of Orange or Tustin distribution systems to minimize the number of EOCF#2 Pump Stations. The intent of the inter -agency connections is that they would be able to be used for emergency purposes or on as -needed situations and not just for conveying the excess groundwater to South Orange County. The following is a summary of the corresponding pressure zones that are adjacent to each of the cities: • City of Santa Ana High Zone (HGL of 340 to 350) and City of Orange 390 Zone • City of Santa Ana Low Zone (HGL of 270) and City of Tustin Zone 1 (HGL of 308) During times of normal operation, the City of Orange and City of Tustin can provide water to the City of Santa Ana but the City of Santa Ana can not provide water the other direction without a substantial drop in pressure within the other cities' distribution system. For the conveyance of excess groundwater, the City of Santa Ana has the most potential excess groundwater available. However, the operating pressure of Santa Ana's distribution system is lower than the adjacent cities distribution system so that the excess groundwater will not be able to be conveyed within the City of Orange/Tustin's distribution system without increasing the discharge pressure from the City of Santa Ana's distribution system. Therefore, it does not make sense to evaluate any potential inter -agency connections for the purpose of conveying excess groundwater to South Orange County. Orange 9tq%9 1District/Moulton Niguel Water District 30 - 20 5/17/2 A TECH Evaluation of Groundwater Conveyance Options FINAL DRAFT PRELIMINARY REPORT (Connections to EOCF #2) 4. PROPOSED FACILITY PLANS 4.1 General Selection Criteria The proposed facilities to convey excess groundwater to South Orange County will need to consist of the following: source of the excess groundwater (i.e. reservoir or connection to a distribution system with enough capacity); EOCF#2 Pump Station; new high pressure discharge piping from the proposed pump station to the connection to the East Orange County Feeder No. 2; pressure reducing facility to allow high pressure water to be relieved back into the City's distribution system; and connection to the East Orange County Feeder No. 2 existing piping facilities (between the meter vault and the MWD connection vault). The general criteria implemented was to identify any potential locations for the proposed EOCF#2 Pump Station in the vicinity of an existing East Orange County Feeder No. 2 connection. Potential locations included open space/empty lots and properties owned by the corresponding water agency. It should be noted that in the immediate vicinity of the existing East Orange County Feeder No. 2 import water connections, the area is fully developed (mostly commercial) and there are almost no vacant lots/sites that are existing. Therefore, the initial focus was identifying properties owned by the corresponding city as then no land acquisition would be required. The following is a summary of the preliminary locations that were identified as potential sites that did not require land acquisition. 4.2 City of Santa Ana Two potential locations were identified in the City of Santa Ana: East Station Facility and the Cambridge Facility. The following is a summary of each of these facilities. East Station Facility: The East Station Facility is located within the City's Low Zone and consists of a 6 MG storage reservoir fed by one groundwater well (Well 26) and a booster pump station that supplies water to the distribution system from the storage reservoir. If Well 26 is out of service, the reservoir is filled from the distribution system. The booster pump station includes two pumps with a firm capacity of approximately 2,300 gpm. Both pumps are operated with VFDs that are controlled by pressure of the discharge header pipe. See Figure 1A for the existing East Station Facility layout as well as the proposed improvements. Proposed improvements for potential of 7 cfs excess groundwater: EOCF#2 Pump Station (three pumps) with surge tank on discharge side; suction from East Reservoir; and new high pressure discharge to City of Santa Ana's SA-7 Pressure Regulating Station at Ritchey Street and Costa Mesa Freeway (SR-55). Intent is to convey Well 26 groundwater water to South Orange County. The existing East Pump Station can also take water from the East Reservoir as needed to maintain distribution pressure. Due to the size of the East Reservoir (6 MG), additional excess groundwater could be conveyed to the South Orange County if it was able to be consistently supplied to the reservoir. The City's distribution system could handle some additional flow (flow to meet the City's demands and provide excess to the reservoir) but not a guaranteed amount and not an additional 7 cfs. If a new well is constructed at the East Station Facility, the groundwater pumped by both of the wells could be conveyed to South Orange County. Thus, a total of about 14 cfs excess groundwater could be made available with the new well and a fourth pump in the proposed EOCF#2 Pump Station. To allow the City the availability of moving the additional well water from the new well from the reservoir during normal operation activities, an additional pump or pump upgrades to increase the pump capacity would be needed by the City. Orange 9t9%9 1District/Moulton Niguel Water District 30 - 21 5/17/2 A TECH Evaluation of Groundwater Conveyance Options 9 FINAL DRAFT PRELIMINARY REPORT (Connections to EOCF #2) In summary, the above proposed improvements can provide up to 14 cfs excess groundwater to South Orange County. The City of Santa Ana will benefit from having a new well that can be used at its discretion all year long except during the time of conveying excess groundwater to South Orange County as well as pump upgrades and additional pumping capacity at its existing pump station. Cambridge Facility: The Cambridge Station Facility is located within the City's High Zone and consists of a 1.3 MG storage reservoir fed from the distribution system and a booster pump station that supplies water to the distribution system from the storage reservoir. Well 38 is also onsite and supplies groundwater directly to the distribution system. Also, on -site is the abandoned Well 22. The booster pump station includes three pumps with a firm capacity of approximately 5,400 gpm. All booster pumps are constant speed that turn on and off based on the pressure of the discharge header pipe. See Figure 3A for the existing Cambridge Station Facility layout as well as the proposed improvements. It should be noted that per the OCWD PFAS Treatment Systems Planning Study Producer Report for City of Santa Ana, the City may be adding up to eight IX vessels and prefiltration facilities at the Cambridge Station Facility. The City may want to receive the open space adjacent to the Cambridge Reservoir for these proposed improvements and move the proposed improvements noted below to the open space to the west of the site. There appears to be sufficient space for both proposed improvements to be constructed. Proposed improvements for 10 cfs excess groundwater: new Well 22 replacement (feeds groundwater to reservoir); EOCF#2 Pump Station (four pumps) with surge tank on discharge side; suction from Cambridge Reservoir; and new high pressure discharge to City of Santa Ana's SA-6 connection to the East Orange County Feeder No. 2 at Santa Clara Ave. and Tustin Ave. The intent is to convey the new Well 22 and portion of Well 38 groundwater to South Orange County. The existing Cambridge Pump Station can also take water from the Cambridge Reservoir as needed to maintain distribution pressure. Due to the smaller size of the Cambridge Reservoir (1.3 MG), some of the Well 38 groundwater will need to be used by the City's distribution system to maintain pressure and meet demands. In summary, the above proposed improvements can provide up to 10 cfs excess groundwater to South Orange County. The City of Santa Ana will benefit from having a new well (replacement Well 22) that can be utilized at the City's discretion at all times except during the time it is used to provide excess groundwater to South Orange County. 4.3 City of Orange Two potential locations were identified in the City of Orange: City Yard and the Batavia Plant. The following is a summary of each of these locations. City Yard Facility: The City Yard Facility is located at Jamison Street and Almond Ave and is within the City's 390 Zone. The site includes the City Public Works yard, including buildings, material storage bins, workshops, and Well No. 25. It should be noted that Well No. 25 was drilled in 2000. Well No. 25 supplies groundwater directly to the distribution system. See Figure 4A for the existing City Yard Facility site layout as well as the proposed improvements. Proposed improvements for 7 cfs excess groundwater: EOCF#2 Pump Station (three pumps) with surge tank on suction and discharge pipelines; suction from distribution system (18-inch pipe) located within Almond Ave.; and new high pressure discharge to City of Orange's OC-42 MWD connection at La Veta and Tustin Ave. The intent is to convey Well No. 25 and a portion of the adjacent Well No. 27 groundwater to South Orange County. It should be noted that the City of Orange does not receive any benefits from these proposed improvements to provide the 7 cfs excess groundwater. Orange 9tq%9 1District/Moulton Niguel Water District 30 - 22 5/17/2tIMA TECH Evaluation of Groundwater Conveyance Options 10 FINAL DRAFT PRELIMINARY REPORT (Connections to EOCF #2) With no reservoir within the vicinity to take suction from, the distribution piping in the area restricts the maximum excess groundwater available to the amount of one well or about 7 cfs. If additional excess groundwater capacity is desired, an additional new well will need to be constructed within the City Yard Facility. This could provide an additional 5 cfs of excess groundwater available to be conveyed to South Orange County. However, due to the distribution system piping, the City will not be able to operate the three wells (Well No. 25, No. 27 and the new well at the same time) without additional pipeline distribution improvements. Proposed additional pipeline distribution improvements: 700 feet of new 12-inch pipeline within Lincoln Street from Almond Avenue to Chapman Avenue (shown on Figure 4); and 1,400 feet of new 12-inch pipeline within Chapman Avenue from westerly 55 Freeway off -ramp to east of the 55 Freeway and Santiago Creek. It should be noted that the proposed pipeline within Chapman Avenue will need to be bored across the Santiago Creek as well as the easterly off -ramp from the 55 Freeway (about 600 feet in length). In summary, the above proposed improvements can provide up to 7 cfs excess groundwater to South Orange County, and up to 12 cfs if an additional new well is constructed onsite and about 2,100 feet of new 12-inch pipeline is constructed to improve the City's distribution system. The City of Orange will benefit from the new well as long as the additional distribution improvements are constructed. With the additional distribution pipeline improvements, the City will be able to operate all three wells, if they desire, and will be able to convey the additional groundwater to a portion of the City that currently needs additional capacity as well as providing reliability to the hospital located near the proposed improvements. It should be noted that it appears there are two sites in close proximity to the OC-42 connection that could possibly be used to construct the proposed EOCF#2 Pump Station: 1800 E La Veta (Rehabilitation Institute of Southern California); and Caltrans right-of-way adjacent to the Garden Grove Freeway (SR-22). Based on the existing size of the City's distribution piping adjacent to these sites (24-inches in diameter), the EOCF#2 pump station may be able to convey 7 cfs excess groundwater from the City's existing wells and up to 14 cfs excess groundwater if a new well was construction within this general area of the City. The ability to convey this capacity of excess groundwater would need to be confirmed by utilizing the City's existing water model once it is determined that purchasing one of these properties is potentially feasible and the anticipated land cost would be reasonable (comparable to the cost of the high pressure discharge from EOCF#2 Pump Station to OC-42 MWD connection). Batavia Plant Facility: The City of Orange Batavia Plant Facility is located at 2443 N. Batavia Street (just south of Fletcher Avenue) and is within the City's 390 Zone. The site includes the following: 0.5 MG steel reservoir (constructed in 1970 and is off- line); Well No. 1 (drilled in 1950 and is off-line); and Plant B-1, B-2 and B-3 booster pump station (off-line). These existing facilities would need to be demolished in order for the site to be used for the proposed new well and EOCF#2 Pump Station. Proposed improvements for 7 cfs excess groundwater: demolition of existing steel reservoir and pump station; abandon/demolish existing Well No. 1; EOCF#2 Pump Station (three pumps) with surge tank on suction and discharge pipelines; suction from new well and supported by distribution system (16/12-inch pipe located within Batavia St.); and new high pressure discharge to City of Orange's OC-40 MWD connection at Hein Ave. and Tustin Ave. The intent is to convey the new well groundwater to South Orange County. In summary, the above proposed improvements can provide up to 7 cfs excess groundwater to South Orange County. The City of Orange will benefit from the new well as the only wells within this area of the distribution system are no longer in service (Well No. 1 and Well No. 15). The City's water system will be improved with the new well at the Batavia Plant. Orange 9tq%9 1District/Moulton Niguel Water District 30 - 23 5/17/2W&A TECH Evaluation of Groundwater Conveyance Options 11 FINAL DRAFT PRELIMINARY REPORT (Connections to EOCF #2) 4.4 City of Tustin Two potential locations were identified in the City of Tustin: Walnut Well site and the Pasadena Well site. Due to PFAS levels, the City will need to abandon the Tustin Well facility. This would make this site available, however, due to its limited property, constructing any facility at this location would require the purchase of additional private property. In addition, the only EOCF#2 connection in the vicinity of the well site is Santa Ana's SA-06 Connection. The following is a summary of the two potential locations. Walnut Well Site: The Walnut Well, located at the southwest corner of Red Hill Ave. and Walnut Ave., was drilled in 1922 for the Irvine Company. City of Tustin Water took over the operation of the well in 1977. The City is planning to abandon the existing well. However, the City may be required to abandon the Tustin Avenue Well prior to the Walnut Well due to it exceeding the PFAS Response Level. This will force the City to keep the Walnut Well operational longer, until at least, the PFAS treatment can be built for the remaining wells. Access to the site is only available from the surrounding streets and any work at the site will impact traffic at the intersection. The Walnut Well is located within the City's Zone 1 (HGL 308). See Figure 6 for the existing Walnut Well site location as well as the proposed improvements. Proposed improvements for 3 to 5 cfs excess groundwater: demolish/abandon existing Walnut Well; EOCF#2 Pump Station (three pumps) with no surge tanks due to site limitations; suction from distribution system (16-inch pipe within Walnut Ave.); new high pressure discharge to OC-43 at Newport Ave. and Walnut Ave.; and upgrade OC-43 connection and meter facilities (owned by East Orange County Water District). In addition, increase the well capacity within Zone 1 by at least 5 cfs (additional new well as well as upgrading the RO Treatment facilities for the wells at the Main Plant). The intent is to convey excess groundwater from the Zone 1 distribution system to South Orange County. One potential site for replacement of the Walnut Well may be within the existing orange grove at 14462 Red Hill (across the street from the existing Walnut Well site). In summary, the above proposed improvements can provide up to 3 to 5 cfs excess groundwater to South Orange County. The City of Tustin will benefit from the new well and the upgrade of the RO Treatment facilities for the wells at the Main Plant. Pasadena Well Site: The Pasadena Well, located at the corner of West 2nd Street and Pasadena Ave. adjacent to Costa Mesa Freeway — SR-55. Adjacent to the existing Pasadena Well building is a narrow grass landscape area that may be used for the proposed EOCF#2 Pump Station. The site is narrow and may require the reduction in size of the proposed facilities. The Pasadena Well is located within the City's Zone 1 (HGL 308). See Figure 6 for the existing Pasadena Well site location as well as the proposed improvements. Proposed improvements for 3 to 4 cfs excess groundwater: remove existing landscape/hardscape improvements; EOCF#2 Pump Station (three pumps) with no surge tanks due to site limitations; suction from distribution system; new high pressure discharge to OC-43 at Newport Ave. and Walnut Ave.; and upgrade OC-43 connection and meter facilities (owned by East Orange County Water District). In addition, increase the well capacity within Zone 1 by at least 5 cfs (additional new well as well as upgrading the RO Treatment facilities for the wells at the Main Plant). Intent is to convey excess groundwater from the Pasadena Well to South Orange County. Orange 9t9%9 1District/Moulton Niguel Water District 30 - 24 5/17/2 A TECH Evaluation of Groundwater Conveyance Options 12 FINAL DRAFT PRELIMINARY REPORT (Connections to EOCF #2) In summary, the above proposed improvements can provide up to 3 to 4 cfs excess groundwater to South Orange County. The City of Tustin will benefit from the new well and the upgrade of the RO Treatment facilities for the wells at the Main Plant. 5. PROPOSED CONVEYANCE FACILITIES 5.1 Identification of Conveyance Options The proposed conveyance facilities consist of the following: new high pressure discharge piping from the proposed pump station to the connection to the East Orange County Feeder No. 2; pressure reducing facility to allow high pressure water to be relieved back into the City's distribution system; and connection to the East Orange County Feeder No. 2 existing piping facilities (between the meter vault and the MWD connection vault). The general criteria for the identification of conveyance options was to locate the new high pressure discharge piping within public streets and to minimize the length of piping within major arterial streets. Below is a summary of the preliminary conveyance options that were identified for each of the above possible locations for the proposed EOCF#2 Pump Stations. 5.2 Typical Connection to the East Orange County Feeder No. 2 The typical connection to the East Orange County Feeder No. 2 consist of the following: pressure reducing vault and corresponding piping that allows for the manual discharge of the high pressure excess groundwater back into the City's distribution system; additional manual valves to keep the excess groundwater from flowing through the existing meter in the meter vault; new flow control meter vault; new connection to the existing piping between the MWD connection vault and the meter vault. For this study, we have assumed the layout of the proposed new flow control meter vault will be similar to the IRWD Interconnection to SOC Water Transmission Mains, Phase A JTM/ATM Connection. The proposed flow control facility will include: magnetic flowmeter; modulating butterfly valve; blind transmitters and pressure gages; meter test tap; precast concrete vault; double door aluminum vault hatch; forced ventilation; sump pump; and corresponding electrical and controls. Typical sketches of the proposed facilities are included in Appendix C. 5.3 City of Santa Ana East Station Facility Figure 1 shows the facility location and the corresponding proposed conveyance piping. The following is the proposed alignment: St. Andrews Place to S. Grand Ave. to St. Gertrude Pl. to S Lyon St. to Richey Street to City of Santa Ana's SA-7 Pressure Regulating Station. Assuming 14 cfs excess groundwater, the EOCF#2 Discharge Water Main is proposed to be 24-inches in diameter and rated for 200 psi. The pressure reducing facility can be located within the SA-7 Pressure Regulating Station and can connect to both the Lower Zone distribution piping as well to the existing City of Santa Ana 24-inch high pressure water main that goes to the existing SA-7 MWD service connection. Figure 2 shows the proposed MWD connection facilities at Warner Ave. and Red Hill Ave. These proposed facilities will include: connection to the existing City of Santa Ana 24-inch piping upstream of the existing SA-7 meter vault including a new 24-inch valve; proposed meter flow control vault with 24-inch modulating butterfly valve and magnetic flow meter; connection to the existing 24-inch piping between the meter vault and connection vault, including two 24-inch valves (one on the downstream side of the flow control vault and one between the connection and the existing SA-7 meter vault; and new electrical and SCADA control facilities. The proposed flow control vault is recommended to be located in the existing public parkway right-of-way or within an easement adjacent to the parkway. If not feasible or easement is difficult to obtain, it could be located within the street if there is open utility corridor. Orange 9tq%9 1District/Moulton Niguel Water District 30 - 25 5/17/2 A TECH Evaluation of Groundwater Conveyance Options 13 FINAL DRAFT PRELIMINARY REPORT (Connections to EOCF #2) Cambridge Facility Figure 3 shows the facility location and the corresponding proposed conveyance piping. The following is the proposed alignment: Waverly St. to Fairhaven Ave. to Tustin Ave. to St. Andrews Place to S. Grand Ave. to St. Gertrude Pl. to S Lyon St. to Richey Street to City of Santa Ana's SA-6 meter vault. Assuming 10 cfs excess groundwater, the EOCF#2 Discharge Water Main is proposed to be 18-inches in diameter and rated for 200 psi. The pressure reducing facility can be located within Tustin Ave. in the vicinity of the existing SA-6 MWD service connection. The PR facility is recommended to be located in the existing public parkway right-of-way or within an easement adjacent to the parkway. If not feasible or easement is difficult to obtain, it could be located within the street if there is open utility corridor. Figure 3 also shows the proposed MWD connection facilities at Santa Clara Ave. and Tustin Ave. These proposed facilities will include: proposed meter flow control vault with 18-inch modulating butterfly valve and magnetic flow meter; connection to the existing piping between the meter vault and connection vault, including one 18- inch valve (downstream side of the flow control vault) and one valve matching size of piping between the connection and the existing SA-7 meter vault; and new electrical and SCADA control facilities. The proposed flow control vault is recommended to be located in the existing public parkway right-of-way or within an easement adjacent to the parkway. If not feasible or easement is difficult to obtain, it could be located within the street if there is open utility corridor. 5.4 City of Orange City Yard Facilities Figure 4 shows the potential facility location and the corresponding proposed conveyance piping. The following is the proposed alignment: Almond Ave. to Lincoln St. to Palmyra Ave. to Tustin Ave. to City of Orange's OC-No. 42 meter vault. It should be noted that the proposed pipeline will need to be bored across the Santiago Creek (about 360 feet in length). Assuming 12 cfs excess groundwater, the EOCF#2 Discharge Water Main is proposed to be 18-inches in diameter and rated for 200 psi. The pressure reducing facility can be located within Tustin Ave. in the vicinity of the existing OC-No. 42 MWD service connection. The PR facility is recommended to be located in the existing public parkway right-of-way or within an easement adjacent to the parkway. If not feasible or easement is difficult to obtain, it could be located within the street if there is open utility corridor. The construction of the facility will have a large impact on traffic on Tustin Ave. Figure 4 also shows the proposed MWD connection facilities at La Veta and Tustin Ave. These proposed facilities will include: proposed meter flow control vault with 18-inch modulating butterfly valve and magnetic flow meter; connection to the existing piping between the meter vault and connection vault, including one 18-inch valve (downstream side of the flow control vault) and one valve matching size of piping between the connection and the existing OC-42 meter vault; and new electrical and SCADA control facilities. The proposed flow control vault is recommended to be located in the existing public parkway right-of-way or within an easement adjacent to the parkway. If not feasible or easement is difficult to obtain, it could be located within the street if there is open utility corridor. The construction of the facility will have a large impact on traffic on Tustin Ave. Batavia Plant Figure 5 shows the potential facility location and the corresponding proposed conveyance piping. The following is the proposed alignment: Batavia St. from Batavia Plant to Fletcher Ave. to Olive Road to Heim Ave. to Tustin Ave. to City of Orange's OC-No. 40 meter vault. It should be noted that the proposed pipeline will need to be bored across the storm drain channel within Fletcher Ave., bored under the railroad from Fletcher Ave. to Olive Road, and bored across Tustin Ave. (about 400 feet in length). Assuming 7 cfs excess groundwater, the EOCF#2 Discharge Water Main is proposed to be 16-inches in diameter and rated for 200 psi. Orange 9tq%9 1District/Moulton Niguel Water District 30 - 26 5/17/2W&A TECH Evaluation of Groundwater Conveyance Options 14 FINAL DRAFT PRELIMINARY REPORT (Connections to EOCF #2) The pressure reducing facility can be located within Heim Ave. cul-da-sac in the vicinity of the existing OC-No. 40 MWD service connection. The PR facility is recommended to be located in the existing public parkway right-of- way or it could be located within the street if there is open utility corridor. By locating the facility within Heim Ave. there will be minimal impact on traffic on Tustin Ave. Figure 5 also shows the proposed MWD connection facilities at Heim Ave. and Tustin Ave. These proposed facilities will include: proposed meter flow control vault with 16-inch modulating butterfly valve and magnetic flow meter; connection to the existing piping between the meter vault and connection vault, including one 16-inch valve (downstream side of the flow control vault) and one valve matching size of piping between the connection and the existing OC-40 meter vault; and new electrical and SCADA control facilities. The proposed flow control vault is recommended to be located in the existing public parkway right-of-way within Heim Ave. cul-da-sac or it could be located within the street if there is open utility corridor. By locating the facility within Heim Ave. there will be minimal impact on traffic on Tustin Ave. 5.5 City of Tustin Walnut Well Site Figure 6 shows the facility location and the corresponding proposed conveyance piping. The following is the proposed alignment: Walnut Ave to Newport Lane to OC-43 meter vault. Assuming 5 cfs excess groundwater, the EOCF#2 Discharge Water Main is proposed to be 12-inches in diameter and rated for 200 psi. The pressure reducing facility can be located within Walnut Ave. in the vicinity of the existing OC-43 MWD service connection. The PR facility is recommended to be located in the existing public parkway right-of-way or within an easement adjacent to the parkway. If not feasible or easement is difficult to obtain, it could be located within the street if there is open utility corridor. Figure 6 also shows the proposed MWD connection facilities at Newport Lane and Walnut Ave. These proposed facilities will include: proposed meter flow control vault with 12-inch modulating butterfly valve and magnetic flow meter; connection to the existing piping between the meter vault and connection vault, including one 12- inch valve (downstream side of the flow control vault) and one valve matching size of piping between the connection and the existing OC-43 meter vault; and new electrical and SCADA control facilities. In addition, the City of Tustin stated that the existing meter vault needs to be upgraded at the same time. The proposed flow control vault is recommended to be located in the existing public parkway right-of-way or within an easement adjacent to the parkway. If not feasible or easement is difficult to obtain, it could be located within the street if there is open utility corridor. Pasadena Well Site Figure 6 also shows the facility location and the corresponding proposed conveyance piping for the Pasadena Well. The following is the proposed alignment: 2nd Street to Myrtle Ave. to Main St. to B St. to Walnut Ave. to Newport Lane to OC-43 meter vault. Assuming 4 cfs excess groundwater, the EOCF#2 Discharge Water Main is proposed to be 12-inches in diameter and rated for 200 psi. It should be noted that this proposed alignment includes the bore/jack of the Santa Ana Freeway on B Street (about 500 feet in length). The pressure reducing facility can be located within Walnut Ave. in the vicinity of the existing OC-43 MWD service connection. The PR facility is recommended to be located in the existing public parkway right-of-way or within an easement adjacent to the parkway. If not feasible or easement is difficult to obtain, it could be located within the street if there is open utility corridor. Figure 6 also shows the proposed MWD connection facilities at Newport Lane and Walnut Ave. These proposed facilities will include: proposed meter flow control vault with 12-inch modulating butterfly valve and magnetic flow meter; connection to the existing piping between the meter vault and connection vault, including one 12- inch valve (downstream side of the flow control vault) and one valve matching size of piping between the connection and the existing OC-43 meter vault; and new electrical and SCADA control facilities. Orange 9tq%9 1District/Moulton Niguel Water District 30 - 27 5/17/2tIMA TECH Evaluation of Groundwater Conveyance Options 15 FINAL DRAFT PRELIMINARY REPORT (Connections to EOCF #2) In addition, the City of Tustin stated that the existing meter vault needs to be upgraded at the same time. The proposed flow control vault is recommended to be located in the existing public parkway right-of-way or within an easement adjacent to the parkway. If not feasible or easement is difficult to obtain, it could be located within the street if there is open utility corridor. The option of locating the proposed pump station at the Pasadena Well site is not recommended due to the site restrictions at the well site, the long conveyance piping and the bore and jack of the Santa Ana Freeway. 6. REQUIRED PERMITS, LAND ACQUISITION AND EASEMENTS 6.1 City of Santa Ana East Station Facility will not require any land acquisitions as all of the proposed facilities are located within the City of Santa Ana property or public right-of-way. The only easement that may be required would be at the proposed connection to the SA-7 MWD meter vault facility for construction of the vault in the adjacent landscaping area to the public parkway. City of Santa Ana encroachment permit will be required for the conveyance piping. Traffic control will be a major concern for the City for the pipeline work in S. Grand Ave. and Ritchey St. Cambridge Station Facility will not require any land acquisitions as all of the proposed facilities are located within the City of Santa Ana property or public right-of-way. The only easement that may be required would be at the proposed connection to the SA-6 MWD meter vault facility for construction of the vault in the adjacent landscaping area to the public parkway. City of Santa Ana encroachment permit will be required for the conveyance piping. Traffic control will be a major concern for the City for the pipeline work in Fairhaven and Tustin Ave. 6.2 City of Orange City Yard Facility and the Batavia Plan will not require any land acquisitions as both of the proposed facilities are located within the City of Orange properties or public right-of-way. The only easement that may be required would be at the proposed connection to the OC No. 42 MWD meter vault facility for construction of the vault in the adjacent landscaping area to the public parkway. City of Orange encroachment permit will be required for the conveyance piping for both options. Traffic control will be a major concern for the City for the pipeline work in and or crossing Tustin Ave. as well as the railroad bore and jack operation at Olive Road and Fletcher Avenue. An Orange County Flood Control District and Army Corp or Fish and Game Permit will be required for crossing the Santiago Creek. In addition, an Orange County Flood Control District will be required for crossing of the existing culvert on Fletcher Avenue and a railroad permit for the railroad crossing at Olive Road and Fletcher Avenue. 6.3 City of Tustin Walnut Well Facility will not require any land acquisitions as all of the proposed facilities are located within the City of Tustin properties or public right-of-way. The only easement that may be required would be at the proposed connection to the OC No. 43 MWD meter vault facility for construction of the vault in the adjacent landscaping area to the public parkway. A City of Tustin encroachment permit will be required for the conveyance piping. Traffic control will be a major concern for the City for the pipeline work in Walnut Ave. and for the pump station construction that will impact Red Hill Ave. 7. ESTIMATE OF PROBABLE CONSTRUCTION COSTS 7.1 Probable Construction Costs The preliminary estimates of the probable construction costs for each of the proposed locations and facilities are summarized in Appendix D. Construction costs were based on the experience of our engineers, construction cost estimates recently prepared for similar projects, recently bid projects of a similar nature for the cities or other agencies, and industry standards. Orange 9t9%9 1District/Moulton Niguel Water District 30 - 28 5/17/2tIMA TECH Evaluation of Groundwater Conveyance Options 16 FINAL DRAFT PRELIMINARY REPORT (Connections to EOCF #2) A contingency of 30% has been included in the construction cost to provide for uncertainties and unknowns associated with a preliminary design. The overall project cost includes a 10% design cost, 15% construction contingency, and 15% technical, legal and administrative costs. The estimate of construction costs are based on 2020 dollars, ENR Construction Cost Index of 11436 for June 2020. The following Table 7.1 summarizes the proposed excess groundwater potential, the probable construction costs, and the overall total project cost. Table 7.1 Summary of Excess Groundwater Potential and Project Costs Proposed Facility Potential Excess Groundwater Probable Construction Cost Total Project Cost City of Santa Ana — East Station Facility 14 cfs $ 16,000,000 $ 22,400,000 City of Santa Ana — Cambridge Facility 10 cfs $ 15,000,000 $ 21,000,000 City of Orange — City Yard Facility 12 cfs $ 17,000,000 $ 23,800,000 City of Orange — Batavia Plant 7 cfs $ 17,000,000 $ 23,800,000 City of Tustin — Walnut Well Site 3 to 5 cfs $ 14,000,000 $ 19,600,000 8. SIMILAR STUDIES 8.1 MWDOC Planning Level Reliability Alternatives Analysis Municipal Water District of Orange County (MWDOC) had an evaluation performed to update the available emergency water supply from Irvine Ranch Water District (IRWD) that could be made available to South Orange County (SOC) Agencies during an emergency shutdown or outage of MWD treated imported water supply from Diemer Filtration Plant. The study was titled: "Planning Level Reliability Alternatives Analysis", dated April 9, 2019, and was prepared by Dudek. The study evaluated IRWD's ability to convey groundwater supply through their system to the Joint Transmission Main (JTM) for conveyance to SOC. In addition, a scenario to convey groundwater via the East Orange County Feeder #2 (EOCF#2) to the JTM was also discussed. Determination of available emergency potable water supply was based on a two-part analysis of: • Part 1: IRWD's water balance of water supply versus their demands, assuming no MWD treated imported water supply from the Diemer Filtration Plant is available. • Part 2: IRWD system's hydraulic capacity to convey available water supply across their system to an interconnection with the JTM. The ability to convey groundwater supply through IRWD system is contingent on the hydraulic capacity of their system complicated by varying demand conditions. The amount of emergency supply capable of being conveyed to SOC by IRWD will vary and not necessarily be a single fixed "reliable" supply amount provided during emergencies that could occur at any time during the year. If the groundwater is conveyed using the EOCF#2, the available supply flow is much more predictable since fluctuations of the retail water system does not significantly impact the ability to convey water due to the size of the EOCF#2. Based on the results of the analysis, five (5) scenarios were identified, along with the available 60 day supply, the planning level estimate of construction cost and target year of operation. The following is a brief summary of the results: Orange 9tq%9 1District/Moulton Niguel Water District 30 — 29 5/17/2k2fkA TECH Evaluation of Groundwater Conveyance Options 17 FINAL DRAFT PRELIMINARY REPORT (Connections to EOCF #2) Table 8.1 Study Results Summary Available 60 day Supply Planning Level Estimate Scenarios to SOC of Construction Cost Target Year of Operation 2020 (supply declining 1— Existing w/ VFD Imp. 28.9 cfs avg. $800K until after additional improvements are made) 2 — Future w/VFD, 4 new 15 cfs avg $136M 2026+ wells, Treatment 3 — Future w/VFD, 4 new wells, Treatment, 23.1 cfs avg $156M 2026+ Pipelines 4a — EOCF#2/DRWF 23.1 cfs (constant supply) $144M 2026+ Su I Treatment p p y, 4b — EOCF#2/Other GW 23.1 cfs (constant supply) $48M 2026+ supply 8.2 New Local Water Supply Integration Utilizing the East Orange County Feeder No. 2 Municipal Water District of Orange County (MWDOC) is currently supporting development of several potential new water supply projects, including ocean desalination from Huntington Beach Desalination Plant (HBDP); ground water pump back; and ocean desalination from Doheny Desalination Plant (DDP). If implemented, these new supplies will enhance water supply reliability for the region by providing locally controlled sources of supply that have less risk of interruption. It is envisioned that water from these sources will be conveyed to MWDOC Member Agencies and other retail agencies in Orange County through a combination of new and existing conveyance facilities. To establish a work plan for addressing both physical infrastructure needs and impacts of water quality differences, MWDOC had several White Papers prepared to address these topics. Black & Veatch prepared a White Paper titled "MWDOC New Local Water Supply Integration into the Metropolitan Water District System Utilizing the East Orange County Feeder No. 2" dated October 2019. This White Paper focuses on the integration issues associated with the HBDP and the groundwater pump back concepts with a particular focus on the concept of utilizing the EOCF#2 as a means of introducing these supply sources into the Orange County Distribution System. The Groundwater Pump Back will comprise of installation of new groundwater wells or use of existing wells in the OC basin that are located near the southern end of the EOCF#2. The OC Water Reliability Study included a concept involving installation of three groups of new wells with a capacity of approximately 10 mgd. Under normal conditions, it is envisioned that these new groundwater production wells would be used to deliver water directly to retail water agencies in their vicinity. Under drought or emergency conditions, these wells would be called on to deliver water into the EOCF#2 to augment imported supplies. The White Paper summarized the various recommendations to address the outstanding issues of using the EOCF#2 as a means of introducing these new water supplies into the OC Distribution System. Orange 9t9%9 1District/Moulton Niguel Water District 30 — 30 5/17/2tIMA TECH Evaluation of Groundwater Conveyance Options 18 ANAHEIM ;per`:" "_•7' r07 �.,:. EIN ANE E 0 s sTL� r r: E. MEATS avE ,TL A IS s ccc"' s,L r: s DIP Lxi2LWEL1. ,s••DIF I VILLA PARK —�,s "g_�' E.HaTELLaavE I EAST ORANGE COUNTY FEEDER #2 p w _ �wELLxia LwELL»,s Yr" ORANGE I J I �s a,eme,e,D�P E Wa R.—E INTDSTINIT _ �WELL.2a e DI a ILL aFNaNavE TP P j�wE _ �_� L wELL IX2a LL n,e wELLn I r}e er STL STL S s,r s DIPS I e IS TL yO DEN GNOVE Ewv _ -#. �FDOTHILLS _CE—WELLzxs <WELLa °o-11 oLA N VET WELL volN WELL ELL E .ELLi CONNECTION �16 n-„e1e, `+ E — CREs °s ° . WELL%,S �}11 ESANT CONNECTIOND O b ..._ iS ai.�m.ni av0! WELLAOS 1 PROS f _� - `vaN°EN°ENGL NST DESALTEN r2. dame -TUN WELL 1 6 y �; T' _ .. . Al- - jl 1,21 i> �€ a, �; '= Ea{•. .•Tl m»<o�y - Na II. - r LON L W °ANEW ° �NT °ENETAWELL WELL 69 L., (2)FULEaw L s L cmDwELL TNE. SADENA r5�F TUSTIN ZN - - o- IRRJA WE ENAINS W'AA�,A7—WELL », - ELLGE EDIN ' CONNECTION I (TUSTIN� 3M /, rygf ' '�T / wa WELL a�4 . EwaaNERE E / L�, ED.°N------ C�/� o iW0' IDW' 400Y SEALESCALE: 1-2— WELLS A EOCF Q CONNECTIONS Ci',OU C1CI lFELINEE [(( WELL NO. 26 EAST EAST FACILITY RES. (SEE FIG. !A) L PROPOSED NEW WELL &� EOCF #2 PUMP STATION EXIST. PUMP STATION SANTA FE ST. PROPOSED 24" EOCF #2 WATER MAIN (250 PSI) — ST. GERTRUDE PL NE AVE. PROPOSED 24" EOCF #2 WATER MAIN (250 PSI) r w I SA-7 PRESSURE REGULATING STATION PROPOSED CONNECTION TO 24" HIGH PRESSURE WATER MAIN (TO MWD METER / CONNECTION) — SUMMARY OF CONVEYANCE PIPING EOCF #2 PUMP STATION TO SA-7 PRS: 5,600' 3 SA-7 FIRS TO MWD METER VAULT: 3,000' t , "-7�0 ST. ANDREWS PL 0 >i Z O y� 0 K M 5 EXIST. 24" SANTA ANA WM (HP) TO MWD METER VAULT (SEE FIGURE 2) &nbsp; City Council &nbsp;30 &ndash;&nbsp;32 5/17/2022 &nbsp; � - s - - - - - - - - - - - - - / / EXIST. WELL NO. 26 I L J EXIST. EAST P.S. I r EAST RESERVOIR (6 MG) PROPOSED NEW WELL f PROPOSED 24" EOCF #2 - - WATER MAIN (250 PSI) f } PROPOSED I I i • _-� t -- -� EOCF #2 PUMP STATION I . iQ7 &nbsp; City Council &nbsp;30 &ndash;&nbsp;33 5/17/2022 &nbsp; Io zoo' — SCALE 11- Ir, � }�� ��� •�''o 1. O0 PROPOSED 24" EOCF #2 WATER MAIN (250 PSI) - /'•1ti;+ r SEE FIGURE 1 SANTA ANA SA-7 PRESSURE ``} .i • r,. -a. REGULATING STATION \\ EXIST. 24" SANTA'• ANA WM (HP) TO MWD METER VAULT Y / �P !.. _9/�� \ �... EXIST MWD / S.A. / • 05 \\ METER UL VAT / •;L - r. k.*�, J \ A79" EAST ORANGE COUNTY FEEDER NO. 2(MWD) PROPOSED CONNECTION d' AND 24" VALVES / �' • PROPOSED SANTA ANA / SOUTH / { • • t COUNTY INTERCONNECTION // MWD SA-07 SERVICE CONNECTION ' _Y' :i • (FLOW CONTROL VAULT) / (CITY OF SANTA ANA) &nbsp; City Council &nbsp;30 &ndash;&nbsp;34 5/17/2022 &nbsp; ���ti;, '*} :. WELL NO. 22 (ABAND) SR 22 (GARDEN GROVE FWY) -� RES. .� CAMBRIDGE FACILITY (SEE FIG 3A) w ill 'a PROPOSED NEW WELL p'.!. • 1. 0 O Io-- zoo' aao• SCALEI--�^^ PROPOSED EOCF#2PUMP STATION .ik EXIST PUMP STATION EXIST WELL NO. 38 F- PROPOSED 18" EOCF #2 - Z W.M. (200 PSI) FAIRHAVEN AVE. lk 9_ •�'. •�f o ' i-0 'to f r �V � •� � i ++ • � p PROPOSED 18" EOCF tt2 I w ♦ k y* e • -'. W.M. (200 PSI) "it, OC-48 MWD TURNOUT (CITY OF TUSTIN) 79''EAST ORANGE COUNTY FEEDER NO. 2 (MWD) PROPOSED SANTA ANA / EOCF #2 INTERCONNECTION •:I ,'irEF w;�� ,�i (FLOW CONTROL VAULT) PROPOSED •� ► A►,•s, i*.�} ' .— + _ Ya - ' ' • CONNECTION TO24" ' .: ..-'� _ t • • o . PIPE AND VALVES •� E. SANTA CLARA AVE SA-06 MWD TURNOUT (BETWEEN METER p _ _-.^7� ♦ - : ; • -_ , _.+ ... •_ ' (CITY OF SANTA ANA) VAULT AND .�Y �� y'a.s.i '"�— �i�.__.:1-i`~-'' .gym• �r 4-� CONNECTION VAULT) SUMMARY OF CONVEYANCE PIPING �--� ORANGE COUNTY WATER DISTRICT PRO': 2" "2" S.C. PUMP STATION TO MWD CONNECTION: 6,100, TETRA TECH rR(ii iNin VVGTPP (:(1N\/FVAN(:F OPTIOM.q DATE: MARCH &nbsp; City Council &nbsp;30 &ndash;&nbsp;35 5/17/2022 &nbsp; ly EXIST. CAMBRIDGE PUMP STATION ' SR221C'PROENGROVEFWYI EXIST. WELL N0.22 (ABAND) h' s _ I/ / / EXIST. WELL NO. 38 PROPOSED NEW WELL CAMBRIDGE RESERVOIR (1.3 MG) EXIST CHEMICAL BUILDING �4 �• PROPOSED EOCF #2 PUMP STATIONr�� e o i r p ' • C7 K z 3 g �r*jE O Q f= > ? �:. � •~ PROPOSED 18" EOCF #2 WATER MAIN (200 PSI) A7 &nbsp; City Council &nbsp;30 &ndash;&nbsp;36 5/17/2022 &nbsp; . PROPOSED EOCF #2 PUMP STATION WATERST .6 t WELL NO. 27 w > 0 CITY YARD] -F 1 --A*7-i]CWELL NO. 25 0• JAMISON ST. LU < A— CC qff Uj > < 21 sw 0 1�4 7 -V J, .4 k. PROPOSED 18" EOCF #2 < A its A J� J* I 2t, ? - - : I r ., % . WATER MAIN (200 PSI) > < 46 Al LINCOLN ST. -4 44 41 ------ th, . . . . . . N PROPOSED ORANGE POTENTIAL SITE PROPOSED12" DISTRIBUTION -- S.C. INTERCONNECTION D� CALTRANS RIGHT-OF-WAY — IMPROVEMENTS 370ZONE) (FLOW CONTROL VAULT) 'A PROPOSED 18" EOCF #2 WATER MAIN (200 PSI) BORE/JACK N. TUSTIN AVE. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — --------- — -- — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — T O.C. NO. 42 MWD CONNECTION PROPOSED CONNECTION AND (CITY OF ORANGE) ORANGE COUNTY VALVES BETWEEN METER _ FEEDER NO. (MW,) —4 VAULT AND CONNECTION VAULT 4 wt 410. POTENTIAL SITE 1800 E LA VETA 4 (REHABITATION INSTITUTE k, OF SOUTHERN CALIFORNIA)- SUMMARY OF CONVEYANCE PIPING ORANGE COUNTY WATER DISTRICT zoo-MV-1 0 1w EOCF #2 PUMP STATION TO MWD CONNECTION: 4,300' TETMTECH GROUND WATER CONVEYANCE OPTIONS DATE: MARCH. wo-w- Fs www.retratecn.com CITY OF ORANGE -CITY YARD FACILITY &nbsp; City Council &nbsp;30 &ndash;&nbsp;37 5/17/2022 &nbsp; CITY OF ORANGE YARD PROPOSED FOCF#2PUMP STATION 04-3- '-6", SCALE0 370 ZONE DIST --�jj SUCTION PROPOSED 18" EOCIF #2 WATER MAIN (200 PSI) EXIST WELL NO. 25 EXIST. WELL NO. 27 JAMISON ;T. s ���F� -i,! a &nbsp; City Council &nbsp;30 &ndash;&nbsp;38 5/17/2022 &nbsp; r w ro I� • w -ta. .1•� h ~a�� � f k ��i �''�•. Y� �. �u �r'�r� ����, c� - I, ' r3�'�"t EAST ORANGE COUNTY 't ' -'J - • FEEDER NO. 2 (MWD) 1 1 ¢1 PROPOSED INTERCONNECTION E / S.C. . e `' rE' I 1• (FLOW CONTROL VAULT) � JI . !� ;�,., X"r�'gi�,.]�r;"�iw+..,,,• r.�� ,�} 'OI• I��l,�`}��'.•,:p�•aT. r• FLETCHER AVE. PROPOSED 16" EOCF #2 BATAVIA PLANT WATERMAIN (200 PSI) — (NEW WELL & EOCF#2 P.S.) SUMMARY OF CONVEYANCE PIPING ljl EOCF #2 PUMP STATION TO MWD CONNECTION: 8,700't N °o-- Soo. SCALE 00 J - . PROPOSED 16"EOCF#2 BORE/JACK WATERMAIN (200 PSI) t PROPOSED CONNECTION AND VALVES BETWEEN METER VAULT BORE / JACK AND CONNECTION VAULT .fZ. ,�L$.` 1,.'.., &nbsp; City Council &nbsp;30 &ndash;&nbsp;39 5/17/2022 &nbsp; U) z F 11 SR 6 PASADENA WELL A MESA Fyyy) PASADENA AVE. POTENTIAL S.C. PUMP STATION 16 �' f Y . • N ,t e-T �-�� ixZ J ♦ ^r.' .— _ .. - --------J MYRTLE AVE •EOCWD MWD OC-43 (CITY OF TUSTIN) PROPOSED CONNECTION BETWEEN METER VAULT & SERVICE CONNECTION VAULT A \ s _ EAST ORANGE COUNTY \ - FEEDER NO. 2 (MWD) `"'�`'V•' +h 7Z�..`' \\ BORE/JACK \ ' PROPOSED 12" SOUTH \ - („-dCOUNTY WATER MAIN (200PSI)k - \�___ ___ ______ ______J ST. r +;J,•� ,�,, �a. Jos-. ,_. .. \. 1;._ ., _ _ -` PROPOSED TUSTIN / S.C. INTERCONNECTION .. (FLOW CONTROL VALVE) (NOT RECOMMENDED) ��.- 'may' yr'f� - ��,_ _ri•'_ q _ PROPOSED 12" S.C. N EAST ORANGE COUNTY - WATER MAIN (200 PSI) ¢ r `.` _'! a,.,,, •J _.� y- FEEDER NO. 2 (MWD) �J �w�' yti • - ors: K • r,r:. , � • p EAST ORANGE COUNTY FEEDER NO. 2 (MWD) h EXIST. WALNUT WELL - DEMOLISH WELL --- PROPOSED SOUTH COUNTY PUMP STATION '+ SUMMARY OF CONVEYANCE PIPING ORANGE COUNTY WATER DISTRICT PROD: 200-09267-1900'. WALNUT WELL (S.C. P.S. TO MWD CONNECTION): 3,300' t O TETRA TECH GROUND WATER CONVEYANCE OPTIONS DATE: MARCH 2O2i o zso• soo' PASADENA WELL S.C. P.S. TO MWD CONNECTION): 7,000' t DesN: KFi ( ) www.tevacecR.com CITY OF TUSTIN -WALNUT WELL scA�E: r•=s00 (NOT RECOMMENDED) 1]8&S VON IURMAN AVE. SURE 500 FACILITY LOCATION/ CONVEYANCE PIPING &nbsp; City Council &nbsp;30 &ndash;&nbsp;40 5/17/2022 &nbsp; Orange County Water District Moulton Niguel Water District EVAULATION OF GROUNDWATER CONVEYANCE OPTIONS FINAL DRAFT PRELIMINARY REPORT (CONNECTIONS TO THE EAST ORANGE COUNTY FEEDER #2) APPENDIX A HISTORICAL WATER DATA TABLE A-1 CITY OF SANTA ANA HISTORICAL AND PROJECTED WATER SUPPLY AND DEMAND January February March Aril I May June July I A,gust I September October November December TOTAL Theoretical Winter Maximum Summer Month Month Month Month Month Month Month Maximum Month Maximum Month Maximum Month Maximum Month Maximum Estimated Ave Maximum Run Daily Maximum Run Maximum Month Maximum Maximum Maximum Maximum Maximum Maximum WELL Production- Production- Production- Production- Production - WellCapacity I1O0%I Daily Production at Daily Production Production- Production -Winter Production- Production- Production- Production- Production - NUMBER Winter Summer Summer Summer Summer (GPM) Production Estimated% at Estimated% Winter (GAL) Summer Summer Winter Winter Winter Annual Production ,�,.:,:, (GAL) ,�.. (GAL) (GALI (GAL) (GAL) ,�A,� PERIOD 3-YEAR HISTORICAL AVERAGE WELL SUPPLY 629,824,373 564,834,562 702,906,681 6731925,765 592,750,960 663,128,528 726,087,068 700,430,051 595,510,013 589,285,852 §94,423,237 671,970,531 7,805,077,518 3-YEAR HISTORICAL AVERAGE IMPORT 150,87$903 132,859,161 107,440,117 257,113,292 375,394,096 31Q927,769 352,811,142 381,759,470 410,284,164 387,516,548 186,398,990 155,908,199 3,215,360,851 3-YEAR HISTORICAL AVERAGE DEMAND 710,703,275 697,692,723 810,346,798 932,039,057 968,145,057 980,126,297 1,078,898,209 2,082,289,520 1,005,794,177 976,802,399 880,822,227 827,878,731 11,020,438,370 BASIN PRODUCTION PERCENTAGE 80.7% 81.0% 86.7% 72.4% 61.2% 67.7% 67.3% 64.7% 59.2% 60.3% 1 78.8% 1 81.2% NOTES r: Wells expected to require PEAS Treatment in Future NOTES �: Future Wei is &nbsp; City Council &nbsp;30 &ndash;&nbsp;42 5/17/2022 &nbsp; TABLE A-2 CITY OF ORANGE HISTORICAL AND PROJECTED WATER SUPPLY AND DEMAND WELL NUMBER Istims.ted Ave 7Gppacity M) Theoretical M innum 100%) D ily Production (GAL) Winter Maximum Run DallyProduction at Esti t,d % C.p.rity (GAL) Summer Maximum Run DailyProductim, at E,ti,,t,d % C.p.clty (GAL) Month Maximum Production -Winter (GAL) Month Maximum Production- Winter (GAL) Mon Maxi th mum Prod cti - winter (GAL) Month , Maximum rodu i n summer (GAL) Month Maximum rodu ion Sum— (GAL) Month Maximum roduction - (GAL) MonthuMaximum Prod tion Summer (GAL) Month Maximum Production Su mAmer Month Maximum roduction Month Maximum roduction (GAL Month Maximum Pmdudi. Winter (GAL) Month Maximum Prod, n- THREE-YEAR HISTORICAL PERIOD 3-YEAR HISTORICAL AVERAGE WELL SUPPLY 3-YEAR HISTORICAL AVEARAGE IMPORT 3-YEARHISTORICALAVERAGE DEMAND SNOUT BASIN PRODUCTION PERCENTAGE FUTURE POTENTIAL PRODUCTION OF EXISTING WELLS E M SUMMARY PER MONTH ------------ Average Per Well per Month (Gal) (Assuming 12 wells) Average Number of Wells Required to Meet Average Well Supply Average Number of Wells Required to Meet Average Demand iWell & lmpoq) ------------ MENEM NOTES: Wells 8, 9, 19, 23, and 24 not currently producing due to PFAS. ' Well 18 expected to be shutdown in 5-7 years. s Wells 20, 21, and 22 to possibly be shut down due to PFAS. Future Wells &nbsp; City Council &nbsp;30 &ndash;&nbsp;43 5/17/2022 &nbsp; TABLE A-3 CITY OF TUSTIN HISTORICAL AND PROJECTED WATER SUPPLY AND DEMAND January February March Aril May June July August September October November December TOTAL WELL NAME Estimated Ave Well Capacity (GPM) Theoretical Maximum (100%)Daily Production (GAL) Winter Maximum Run Daily Production at Estimated% Capacity (GAL) Summer Maximum Run Daily Production at Estimated% Capacity (GAL) Month Maximum Production- Winter (GAL) Month Maximum Production- Winter )GAL) Month Maximum Production - Winter (GAL) Month Maximum Production- Summer (GAL) Month Maximum Production - Summer (GAL) Month Maximum Production- Summer )GAL) Month Maximum Production- Summer (GAL) Month Maximum Production- Summer (GAL) Month Maximum Production - Summer (GAL) Month Maximum Production- Winter (GAL) Month Maximum Production- Winter (GAL) Month Maximum Production- Winter (GAL) Annual Production (GAL) THREE-YEAR HISTORICAL PERIOD 3-YEAR HISTORICAL AVERAGE WELL SUPPLY 142,330,284 183,828,943 220,850,279 239,364,111 252,682,086 280,967,149 267,649,832 220,485,239 212,664,302 199,173,286 279,751,194 144,068,170 2,532,814,676 3-YEAR HISTORICAL AVERAGE IMPORT 62,295,933 2,324,556 3,204.412 37,7]9,469 44,644,513 26,200,138 ]7,764,008 126,840,3851 106,505.950 103,268,9511 78,426,6151 84,183,693 753,438,621 3-YEAR HISTORICAL AVERAGE DEMANDI 204,626,227 1 186,153,4991 224,054,6921 277,243,5801 296,326,5991 307,267,2871 345,413,8391 347,32S,6241 319,270,252 302,442,2371 2S8,177,8081 228,251,863 3,286,253,297 BASIN PRODUCTION PERCENTAGE 69.6% 98.8% 98.5% 86.4% 84.9% 91.5% 77.5% 63.5% 66.6% 65.9% 69.6% 63.1% 77.1% FUTURE POTENTIAL PRODUCTION OF EXISTING WELLS T-17S4 1,500 2,160,000 70% 1,512,000 90% 1,944,000 46,872,000 42,336,000 46,872,000 58,320,000 60,264,000 58,320,000 60,264,000 60,264,000 58,320,000 46,872,000 45,36O,OD0 46,872,000 T-COLU 1,200 1,728,000 70% 1,209,600 90% 1,555,200 3774977600 33,868,800 37,497,600 46,656,000 48,211,200 46,656,000 48,211,200 48,211,200 46,6567000 37,497,600 36,288,000 37,497,6Oo T-ED 1,200 1,728,000 70% 1,209,600 90% 1,555,200 37,497,600 33,868,800 37,497,600 46,656,000 48,211,200 4616561000 48,211,200 48,211,200 46,656,000 3714971600 36,288,000 37,497,600 T-NEWP 800 1,152,000 70% 806,400 90% 1,036,800 24,998,400 22,579,200 24,998,400 31,104,000 32,140,800 3101040000 3201400800 32,140,800 31,104,000 24,998,400 24,192,000 24,998,400 T-PAS 1,800 2,592,000 70% 1,814,400 90% 2,332,800 56,246,400 50,803,200 56,246,400 69,984,000 72,316,800 69,984,000 72,316,800 72,316,800 69,994,000 56,246,400 54,432,000 56,246,400 T-WAL 800 1,152,000 70% 806,400 90% 1,036,800 T-MS3' 550 792,000 70% 554,400 90% 712,800 T-MS4' 650 936,000 70% 655,200 90% 842,400 T-PROS, 650 936,000 70% 655,200 90% 842,400 20,311,200 1 18,345,600 20,311,200 25,272,000 1 26,114,400 25,272,000 1 26,114,400 26,114,400 1 25,272,OOO 20,311,200 19,656,000 20,311,200 T-TUST, 650 936,000 71 655,200 90% 842,400 20,311,200 18,345,600 20,311,200 25,272,000 26,114,400 25,272,000 26,114,400 26,114,400 25,272,000 20,311,200 19,656,00O 20,311,200 T-VNBG, 1,200 1,728,000 70% 1,209,600 90% 1,555,200 37,497,600 33,868,800 37,497,600 46,656,000 48,211,200 46,656,000 48,211,200 48,211,200 46,656,000 37,497,600 36,288,000 37,497,600 SUBTOTAL 1,500 12,500 1 2,160,000 18,000,000 70% 1,512,000 12,600,000 90% 1244,000 16,200,000 281,232,000 254,016,000 281,232,000 349,920,000 361,594,000 349,920,000 361,584,000 361,584,000 349,920,000 281,232,000 272,160,000 281,232,000 SUMMARY PER MONTH Average Per Well per Month (Gal) (Assuming 8 wells) 35,154,000 31,752,000 35,154,000 43,740,000 45,198,000 43,74O,DOO 45,198,000 45,198,000 43,740,000 35,154,000 34,020,000 35,154,000 Average Number of Wells Required to Meet Average Well Supply 4.0 5.6 6.0 5.5 5.6 6.4 5.9 4.9 4.9 5.7 5.3 4.1 Average Number of Wells Required to Meet Average Demand (Wei l&ImPort) 5.8 1.9 6.1 6.3 6.6 7.0 7.6 7.7 7.3 8.6 7.6 6.5 SUMMARY PER TYPICAL WINTER/SUMMER MONTHS Ave Winter Month Ave Summer Month Annual (Total) 3-year Historical Average Well Supply (Gal) 183,365,480 238,770'299 2,532,B34,676 3-year Historical Average Demand (Gal) 228,067,927 319,640,956 3,286,253,297 Average Well Potential Production (Gal) 286,632,000 344,304,000 3,785,616,000 Average Per Well (assuming 8 wells)(Gal) 35,829,000 43,038,000 473,202,000 Average Number of Wells Required to Meet Average Well Supply 5.1 5.5 5.4 Average Number of Wells Required to Meet Average Demand (Well &Import) 6.4 7.4 6.9 NOTES: ' Wells T-MS3 and T-MS4 not producing since RO system is not operable. s Wells T-PROS, T-TUST, AND T-VNBG to possibly be shutdown due to PEAS. &nbsp; City Council &nbsp;30 &ndash;&nbsp;44 5/17/2022 &nbsp; Orange County Water District Moulton Niguel Water District EVAULATION OF GROUNDWATER CONVEYANCE OPTIONS FINAL DRAFT PRELIMINARY REPORT (CONNECTIONS TO THE EAST ORANGE COUNTY FEEDER #2) APPENDIX B PUMP STATION CONCEPTUAL LAYOUT City Council 30 — 45 5/17/2022 IRa ' L�wo10� s..ts PrM+ � SU.. Y _ i l• �� i F '-��� �N-w sucTot Xtrmr � erarw.n o-a •I � Irry Y � � _ FX _ -L�-oraF� � to-r ate' toa sa-P r-o• � - - -.. - --- -- PLAN NEW PWIP ANY ©'ArrdL tllB�[ hat. r10U CW � 4!U' +UtV000u GrY � MT >1K IRiO aru Q rrecTXc +„c.- .wo r., rmo a+o oEw trXmrr rrarnrr�fwtS � � a• UUfta6LY t/pT e/ rwplx[a � z an w.xE - .ornrr. tntw .ur _ � M' qF® Mtp (e�.r nn srm amn ovr Dens '� � IkaralkF 1VE SUIr'anr rtR GETML � � �-rc e+e�rs.r .v s �S r�eacHm Slm nU1I UeC111,K[ MUF �a1X IS vanura aMtGE Irt�r:Ur Wl1 uU®1 M' 4lrlalftr WLx wl rKK U� Pat � SR Ott0. f•,;1 �1kA AC'E M� Iilaln5 fiY k fYLNis41 � atli Errs'PRfA Q4 wL U 4T• rJi• YIY k1a6 wmt XaUlrar ESEYtlk 6nbUX Vbtr �V aq 5 d � MUM PaEgvg swnW wm waY Pal U[FY� ®x- S+aL PnP �SU• W Sim eph 1'-f R Y-r row wtd ro Ptaaterum MitWy VOUPr +nrM WUaFIi ENEx4o4 NOTES RI CC1NPRdGYOM: Q 5d R S-8 YaY � � � n169VS 'npv�YtlrA MA III['f91+k nER UETIIL� ®!E' M 1/• CU+IRMnNt Pm ilml[9f �anoaRprOII (• T �. /�.lMf PYLL WTW nS 91A �iJNiE � n.*FAX. ME NEM {}a rwP wra R/rF P'P U(Ta1L �j arwP B,Ia¢L to XEin Mrn t41 �>AE swrigr PP 4+W � g Q�[P Pa•rrt srinla Tv ao ®rtNNE HgyutiXp rqr MR My nwv 5M . tl-1f Ma LY-1• S• 41EIl PIE � to• rtG. 4}m Omn var Ua.�a� O hrE vaY•uv P6! U[T.rl ] � t Iran r2NA'c +wm ocac Bllw dUVa uaE6E OMRNY �� .�., � ®s �r.. XE.V. �.r� Y � a ;d.Xk ,� I- ffi ,� � u• „m ..E � �P..�,..� �,k� � � �, � .E� �, � ,.�X.m s• urt wuc w/ xwo wRm GlasVdl N6M° � wa, a[r.,rzva s i fs- svnatn s i/r s s• w � � r nn was .0 oe*as� . r>Ior.n..o-+.�,.w w.bn aMaru sn.r e< dbNm unrmuc in[ �Ia waa.E� sx¢ M� Xu ..w �.e ww nr uncm uw w w a EI ua a. m..0 .s+c A s m a e ,• eu �u e Off sa.o Ma�E . s nR, ane+ Pnzw, �af oE+vwo-4nR rnuwic L'k me x) ItJr Trc R nY/ �r �1En Ttsr TaP PFk ttwlF=V `�CCJJsm 1 W RM MW w/ s r/Y TW aYs swa ec na9s tm �x� Ig1m arXalw[. �a0" wrmear vxx eAxvs em ru trn sm oae wra � rsk vaw Mr0 OP-�a INo EaA.cal[ R!f �,r S� � � src WrrtrcTaE Iwv mT m eue nJXICE x r+uG m ICdilooliE MithWgl. aP mrtxr nuM wAre �-t7 ran Ia k.o sro oxv a-s � n• nsr sim saa ®m tas cainlrc lrc +rnt n lVr TXtc x trr) �' r',e osw rse'w° trmwn ®n• wra aTm eFw PIPE SCHEDULE ®� ! wua Posaax tRy9�a*RR (ee+ m rat* �sEn ame use rnmis _G7LI�G1 ®m' x �a• [ax_xlac sim. aoss:n [xaT dr ror! mT. �a r an+rsnr vnvt N r�wRc nrtm. oEEwnos �$ r r.Xv.m oo caur.c(� � �• aim roc Q x' W S+EEI 1aq ®rram rerw Por Deus `� n r�i, a¢• srmoenv +P'aXE w/ xxvr .+� s�wrtol v- >� r.c � � �+rssw ox,ar Pw sara CONCEPTUAL LAYOUT sm. wr. ao' oomo-wr �nr .t.r alp irK s +x' wl .. arts• - i'4 1' nu,e w.tw.[o er. TETRA TECH _ !�� L �,a1a�M -�.». FAyIIIE P M WATER d� IRWQ INTERCONNECTION TO SqC WATER SOUTH COUNTY ZONE 5-3 EiPS'1 prat oeyritev ar wwr !�'• n.T�,w�+ -- I u,�. orris *naves qi�' r'rrsat+rT 'E' 's'tE TRANSMISSICN MAINS SOUTH COUNTY YORE 1.3 BPS SPHASE 81 AMD MECHANVCAL PLATI 69pB.026A • �' sm ?a t �a+o� - w° ... r ` ZONE 3-4 BPS MOMMA"Oks (PHASE C} r. yet Dos aMr wMn uu[ c»en�Fo n ne mMn wEe. au aisre drz - uu.' &nbsp; City Council &nbsp;30 &ndash;&nbsp;46 5/17/2022 &nbsp; Orange County Water District Moulton Niguel Water District EVAULATION OF GROUNDWATER CONVEYANCE OPTIONS FINAL DRAFT PRELIMINARY REPORT (CONNECTIONS TO THE EAST ORANGE COUNTY FEEDER #2) APPENDIX C TYPICAL CONNECTION TO EOCF#2 City Council 30 — 47 5/17/2022 cws�s '� 1rd1! elo. b HECN N8�[IaN [ /' - 1HET Y� 1 I 1 I m� •F 7 i t I 1 i :! •� _ _ _ EWSr. 7pIPARIgr FQ1 M 1 rxx xin --+' 00,,a.,, ' I, I i 1 I 1 it Ej irr�s~�f %� , ed•r,,� 1 I Prn WZ a i 1 r - - I atti ]wszoo r f , - ��"- t44_�-� 11 iPle'AE[: r nKE [Y6i. - ,e• Rill tlfla]rd[ RI[1-CS A QAx F.7ST. m M �I d1•1`r V6 ro Cuxe Pedloef Y WAGE EOa1_ ra' m INVptTI PFH,L 4 � eFiCc➢ sw rm� JpRwm CONSiRi1CTION No7F5:' - 1_ i PIPE SCHEnuLE Remo ix � nvT. +ate surlalxA• eol Red ssp dNC- X'-P, ®aJ' euHRVLv W. xarrr v,c,nc uwurnx [nnss r>o Lahw,ATic 1 1 ®Hwxwc eh rat dE-.� ie i ,a-ecH so ces. >FJa --.RA S1EA P/E ftS. % GC le• n,rsv L,ocic rrwn=mr. +� � d7 RxCiD lvu�rc II�IMat 1� dlCst dley[ xu1C fNi [fw Ci1 a ?md JP] wM ®VVICO� 1C 2A' teY A,.a' GxJ' ¢•L.' 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(� Jo4cr wR.mve1[Fr ar.,z r�F¢ na % ct Hi xm I.aID io ®wc: ®IHnx �r nw � derwQ MJ'' �. VMU COMA SU, �aMll 9E xFIrOIL1wL 14LLT. FICrLYe]I eJwi rao`oc �nr ..v auvdnr r,.maraJswss JG+ikrt n„RYVx1En xiru rFE ne. x rw- w+b. ae,c Sim PIK sari nm,ar wcnww ar w'e�w D 11.LV 5uV ren rcn'w Slrl. da11, La y,a mD k v'" 1RT w—P1A eiev .. Nl PIPsiE 11/111111 11K 1711V r et 11',IIeL Pel! IwO1ECf �Ear1C4mIL. la' cemd d-aar caw,a Id7 � ffal CN- `V ro rrc own we J. ror PRa' Vli".14 bT[YI�' SOJ17i F 1D.laEa .V1afER HE]f11S Ai Hn YR � JO' ddvn 0-1nf cdl.N7 (<+r7 M-,e7 A a rw ® 'Nrr ,aSEYBL rFT dRll � r44�M[C CO.ewilrA S�41. euvku. uw nerru cx�wwrm 5W0.'�vaL Iwo ttugxl6 w%rH sx5exfgH ftw s�%eur, rwnar lum Whirr rxx Iq4 1fA 9wL - 1eV WAIv¢A1 ,s PfVImFA 10 .a119'R irS.Ge dr fM,[NLL Y O*OAW.Y M- U KY �r � sa' HIL' sev7 oommv vALve woN mm wn (oi [+GdAhnxW [{� u�Wcx rve rno sd. a�. Ga D R[ elrn011. PFII wed a,4 be0. ,HM CONCEPTUAL . me wineacmir lrm e»�rcr m can H PFII1 1(! I[OeAI[ptlC .I�,aH daaao-r N,nl 0"Finn TETRA TECH !� WINE RANCH WATER mwrRiCE IRWO INTERCONNECTION dTM I ATM C4HNECTIUN M-1 +' Qc9u,m SIGN 1d]raA+^ 9^+fn ague iM TO SOC WATER TRAHSM1651C+N MAINS FLOW CONTROL FACILITY P0.01FC1 wo. 2iea.Wis oeww,w; �'Ha �w' ni-mas�'a to,9� rsi-war r..% ? t7-u. PHASE A MECHANICAL PLAN Hear aHc surd uas amJrm ar li[ &nbsp; City Council &nbsp;30 &ndash;&nbsp;48 5/17/2022 &nbsp; w ms mra�aaN r' ar LIIyu A -A m v,114E MNxf ma mflwLValMI SR 9Mt7:1 W Gti WNERRHCiiON NOTES: ® 10.yp, fJaaplq'ym sr¢L RPL RG N G.l. cw*pm 1iU 7m APE ma w 0.L M-"W gILeWrED V= RPL M x RG nix a1Rc srccL PaE � liriw cap[ mRLPI% (hPi fa„ W'I te' amPmLr mwE ram u� x� eelunroll ra— ,ew Dloa"wc7 w eds7mK1 ftw wR ur—t 4cna„roa COGffi s'Aj unw..u.lc) FL"WrEK ua Jo-.lw x e6-rcx s1T.-/ l 11N1Y-6• PaE 1) mwcPC.E PAMEL W'uLT Y111H wltluK,ar ipy{p EVa (:[ uvlr xa. 7u{uq. lmaAu � aans coop uuwuu `vwcr w{rtfl°�,Q.L sn..as s,m Iwwv.>& Paavx {°"�°n,ux lu�sy i�l�000e"r " oozes Mm aem� 1�xol usEo VN1LT � lIR PETI Wk Sl0. 4rG. 6-4 1� £' Spl we L11YY LNE g. AW Yp]I 16Y14T pw RINLj=1 ��yy h4: SLN, d0 �E L+g IAGGLP PEa MYO 110. PM: F{ PRC S1P(V!1 10 W. m aNG M-91 1' xpF alf�! ,uxl m.w RPc Prtr PACK M'M-sWIMF rE Laaw' m 9x OPENIF ¢�17 V4- Moto aanl awullc M PPn aenJC I_>s 1 5� wRFG} oai wl.� fAH i19{ CFlY O , I oso 9Y) IrIfH WTiCR t�4T9 l:C aAlT! �T4 g >,F311anrlols IMY 51FPafS PFa S V," V.,W T- !19) RIE9AlPE OY.E PFA Sff. 9 Of tlOaP sla. owa R-ta oturr niNYb wlm s• man arwr laar CWPIY� 2 R1' 94 @IiTYA T' 9 NR•LC !M 1• � aY11EY.H 6.sa.Ta w L[u oP six.Tx snnE AND s.LL ma+ oaux mWenlnr:-rn' nrs. low x.e eu.tlR x-, : s• ss nsnxc, so oPa. ss m mow, r s na,.r wo euL wp[ aEh7 ilsf TsP Pd CRNL I. ALL EI"01m AAV.'6 NIIIaM AC NVAS Aw bn16p M1MI4l5 9WL aE OW MRCIO RPF S19 SIANlBS 'R£L INgS. lGli AN9 'YAARA'. L A W WU Aadl S,WL 1F 9yv[n a IwYIY a ,l{' R[x fppr mwm ll! a411P. woo aal s.a uwa ec tslmrisz wws. wsNirecloaw srua_ Qanc ' gwrnrM >� Prlo alw,rrt or P4Yaw4s/Sa�,u,is � ri Pawn wma. ne +.WLr 4rL. as wwrm rcx Rlarcr sPeax,.�. SECTION B-a MAWWa �OPW�n.RwLE w R6R m AOGOIN1WfF CONCEPTUAL �+nac s s `� I ' - r•a• r+�tr 4'r h el Pur aPmnAm e.. TETRA TECH 4pr{i laq�-+o WMm RaoE 4..- s 7 S nv-Tmo �-]�] fnx f CC77 " 7in- 9�8� 1„WAS L Eti'�5�� SnTL y_ fT27_ ft f NE RANCH WATER D.5'MCT IRWO INTERCONNECTIl7N TO SpC WATER TRANSMISSION MAINS PHASE A JTM ATM cONNepnpx M 2 VTlPS FLOW CONTROL FACILITY MECHANICAL SECTIONS smvo.•r m 2184Aflt9 !WY worn a, uc Lr[C � CSWfCn fl,0a MrE &nbsp; City Council &nbsp;30 &ndash;&nbsp;49 5/17/2022 &nbsp; rD naeY coMmpL NVJIr Pp1 R,e[OiOggx R 0. 1kW m +n1a u+Ie a aomcr»Px SEC110N A -A. [sEc ++arE rn. xy wac e/r - ram. �1 � RE ■ CONSIRUCBQA NOTS: �.. ]o-Floe dlkMlMlFs a1ell. M'L ✓J1 x C.G �D-Mc'1 HY CTM °IFS $1 E Hc. k PC ]0.�xf11 Cl�d�c 5f¢t PIK da" GCME�o o-fiac couwe�e CMe1 C�1P7 ® S4" BYIIRFLV YILYE Y/ IN1pMiE Cpnss 19� ak Ida 9'-0' Dom- xwr fePrH-nB "m i`xC Ice- OPfll116! IMgMM �RYIE eIXl®L p00R aLWNW p1110110 Mnc (F" Yen',Wm WPev�a]F PMIDLY. H1l (Fl(H 000a', 21) YPIILS Y111P PEA MrIP 5[P P110. ✓r6 Y bdL em Pxc o<a1N I>� K W xEXx r�31a�i A iCXK1--^-� ® T fYl Pk 8tlL fb PPE �' QQ uavr PPx IeYa srs. sec u � PPe s<pPaPr Pen xYa s7e cYa Yaa C01 rElE m L. o.eix,6�� oe+ mm wNd w x k3 v,• aua+en xoae ® u+una ewc PEx oEeur e � wu� �iy�PPc..v P�w1°"suw�� wx�slTu v NOTES 70 [bNTRAJ=I? £ eLL WY iVeP EXPOSE WMIX NVAT] e btix9lss 5,Q[ r� NS. 9tY1S i'q 11.ti+�pS. 1 rK V,W�T PiptlR SYJ. Bf JMFD a, Wiaclu 9F P• iIG, RGT RMNb IK sW P. i. Nl WY6GPR IAf15 (Yk]1SN�P 9tJ9i61 SiIALL 1r Pf5'NI cy 19 � D�eowrl LQIAR1aN. S. FOR EN Y otxyPWCi QID■JNY 2.11 IKX 4 NR vv P'1FFLF ��L unalunly¢sru r1.w11e� peePPIIIIFD hurt. �c[ budi owi�My[�' R Wr,i'�.iiF WNIf�K10P srµr nLVE M Spl/l1 8, PUJ,f. . ll,E W N1alGTOR Hlv 9-EPf TO +KW MIN-C M FF1D TR IDc 00. ssu�cRrc rrMaq� w>ti oPEaua. EN SCHZAUI.E - _Lp Lu i PIPE WePn[le B[41 I b' S nse0- A Yam• sue• S - eleu P�dObrt r _ a� H, CONCEPTUAL VALVE VAULT n u SECTION B-B rare +n• - r-c xui In• - 1'� — - +/9' - +-0• ry1,r X ry w� e � TErTRA TECHrE x� agn sr- s:., ��� c��. q,.. {o�W f n�'ap9x rye L 4..,._ _ d.>!A nnrs � wvw� "F +eui`�`iewr `-o.."` �9i �•�rc II He1WCH WAT[R MSTWCT IRWEI INMNC6NNECTIO# TO SOC WAFER TRANSMISSION MAIMS PHASE: A Eflll! ATM CONNECTION hS 3 a �Ae1A➢1 VALVE VAULT MECHANICAL PLAN AND CROSS SECTIONS rxaEr. nn 2184.Op19 EE4 O[SdM[b11 woe oX� +sr� nrt wrbr0 m u L� xrt. xe. 7 0. &nbsp; City Council &nbsp;30 &ndash;&nbsp;50 5/17/2022 &nbsp; Orange County Water District Moulton Niguel Water District EVAULATION OF GROUNDWATER CONVEYANCE OPTIONS FINAL DRAFT PRELIMINARY REPORT (CONNECTIONS TO THE EAST ORANGE COUNTY FEEDER #2) APPENDIX D PRELIMINARY ESTIMATES OF PROBABLE CONSTRUCTION COSTS City Council 30 — 51 5/17/2022 City of Santa Ana - East Station Facility 14 cfs Excess Groundwater Item No. Description Quantity Units Unit Cost Item Cost 1 Mobilization/Demobilization/Miscellaneous 1 LS $ 1,200,000 $ 1,200,000 2 EOCF#2 Pump Station (4 pumps - 400 hp motors) w/Surge Tank 1 LS $ 3,400,000 $ 3,400,000 3 Reservoir Piping/Connections 1 LS $ 80,000 $ 80,000 4 East Station Pump Station Upgrade 1 LS $ 300,000 $ 300,000 5 New Well and Chlorination Treatment (to reservoir) 1 LS $ 3,600,000 $ 3,600,000 6 24-inch EOCF#2 Water Main 4,300 LF $ 400 $ 1,720,000 7 24-inch EOCF#2 Water Main (Arterial Street) 1,300 LF $ 500 $ 650,000 8 Pavement Replacement (Grind and Cap) 160,000 SF $ 3 $ 480,000 9 Pressure Reducing Facility (above ground) at SA-7 PRS Facility 1 LS $ 100,000 $ 100,000 10 Piping Connections at SA-7 PRS Facility 1 LS $ 60,000 $ 60,000 11 Connection to SA 24-inch Piping including 24" Valve on exist. Piping 1 LS $ 80,000 $ 80,000 12 24-inch Piping and Valve 1 LS $ 60,000 $ 60,000 13 24-inch Meter Flow Control Vault 1 LS $ 230,000 $ 230,000 14 Connection to SA-7 Piping including 24" Valve on existing Piping 1 LS $ 120,000 $ 120,000 15 Electrical and Scada Control Facilities 1 LS $ 100,000 $ 100,000 16 Redhill and Warner Pavement (Grind and Cap) 40,000 SF $ 3 $ 120,000 SUBTOTAL $ 12,300,000 30% CONTINGENCY $ 3,700,000 TOTAL $ 16,000,000 &nbsp; City Council &nbsp;30 &ndash;&nbsp;52 5/ 17/2022 &nbsp; City of Santa Ana - Cambridge Facility 10 cfs Excess Groundwater Item No. Description Quantity Units Unit Cost Item Cost 1 Mobilization/Demobilization/Miscellaneous 1 LS $ 1,100,000 $ 1,100,000 2 EOCF#2 Pump Station (4 pumps - 250 hp motors) w/Surge Tank 1 LS $ 3,000,000 $ 3,000,000 3 Reservoir Piping/Connections 1 LS $ 120,000 $ 120,000 4 New Well 22 Replacement and Chlorination Treatment (to reservoir) 1 LS $ 3,600,000 $ 3,600,000 5 18-inch EOCF#2 Water Main 3,900 LF $ 360 $ 1,404,000 6 18-inch EOCF#2 Water Main (Arterial Street) 2,200 LF $ 450 $ 990,000 7 Pavement Replacement (Grind and Cap) 200,000 SF $ 3 $ 600,000 8 Pressure Reducing Facility 1 LS $ 200,000 $ 200,000 9 18-inch Meter Flow Control Vault 1 LS $ 200,000 $ 200,000 10 Connection to SA-6 Piping including two Valves 1 LS $ 186,000 $ 186,000 11 Electrical and Scada Control Facilities 1 LS $ 100,000 $ 100,000 SUBTOTAL $ 11,500,000 30% CONTINGENCY $ 3,500,000 TOTAL $ 15,000,000 &nbsp; City Council &nbsp;30 &ndash;&nbsp;53 5/ 17/2022 &nbsp; City of Orange - City Yard 12 cfs Excess Groundwater Item No. Description Quantity Units Unit Cost Item Cost 1 Mobilization/Demobilization/Miscellaneous 1 LS $ 1,310,000 $ 1,310,000 2 EOCF#2 PS (4 pumps - 250 hp motors) w/ 2 Surge Tanks 1 LS $ 3,000,000 $ 3,000,000 3 New Well with Chlorination Treatment 1 LS $ 3,400,000 $ 3,400,000 4 Reservoir Piping/Almond Ave Connections 1 LS $ 110,000 $ 110,000 5 18-inch EOCF#2 Water Main 2,440 LF $ 360 $ 878,400 6 18-inch EOCF#2 Water Main (Arterial Street) 1,500 LF $ 480 $ 720,000 7 18-inch Bore & Jack of Santiago Creek 400 LF $ 2,000 $ 800,000 8 Pavement Replacement (Grind and Cap) 160,000 SF $ 3 $ 480,000 9 Pressure Reducing Facility 1 LS $ 189,600 $ 189,600 10 18-inch Meter Flow Control Vault 1 LS $ 200,000 $ 200,000 11 Connection to OC-42 Piping including two Valves 1 LS $ 200,000 $ 200,000 12 Electrical and Scada Control Facilities 1 LS $ 100,000 $ 100,000 13 12-inch Distribution System Improvements (Lincoln St) 700 LF $ 280 $ 196,000 14 Connections at Almond and Chapman 2 EA $ 50,000 $ 100,000 15 12-inch Distribution Improvements - Phased (Chapman) 800 LF $ 420 $ 336,000 16 12-inch Bore & Jack on Chapman 600 LF $ 1,800 $ 1,080,000 SUBTOTAL $ 13,100,000 30% CONTINGENCY $ 3,900,000 TOTAL $ 17,000,000 &nbsp; City Council &nbsp;30 &ndash;&nbsp;54 5/ 17/2022 &nbsp; City of Orange - Batavia Plant 7 cfs Excess Groundwater Item No. Description Quantity Units Unit Cost Item Cost 1 Mobilization/Demobilization/Miscellaneous 1 LS $ 1,300,000 $ 1,300,000 2 Demolition of Existing Steel Tank 1 LS $ 400,000 $ 400,000 3 Demolition of Existing Pump Station 1 LS $ 200,000 $ 200,000 4 Abandon/Demolish Existing Well No. 1 1 LS $ 200,000 $ 200,000 5 EOCF#2 PS (3 pumps - 200 hp motors) w/ 2 Surge Tanks 1 LS $ 2,800,000 $ 2,800,000 6 New Well with Chlorination Treatment 1 LS $ 3,400,000 $ 3,400,000 7 Piping Connections (Batavia) 1 LS $ 52,000 $ 52,000 8 16-inch EOCF#2 Water Main 8,400 LF $ 320 $ 2,688,000 9 16-inch EOCF#2 Bore & Jack (culvert/railroad/Tustin) 400 LF $ 2,000 $ 800,000 10 Pavement Replacement (Grind and Cap) 200,000 SF $ 3 $ 600,000 11 Pressure Reducing Facility 1 LS $ 180,000 $ 180,000 12 16-inch Meter Flow Control Vault 1 LS $ 200,000 $ 200,000 13 Connection to OC-40 Piping including two Valves 1 LS $ 180,000 $ 180,000 14 Electrical and Scada Control Facilities 1 LS $ 100,000 $ 100,000 SUBTOTAL $ 13,100,000 30% CONTINGENCY $ 3,900,000 TOTAL $ 17,000,000 &nbsp; City Council &nbsp;30 &ndash;&nbsp;55 5/ 17/2022 &nbsp; Tustin - Walnut Well Site 3 to 5 cfs Excess Groundwater Item No. Description Quantity Units Unit Cost Item Cost 1 Mobilization/Demobilization/Miscellaneous 1 LS $ 1,000,000 $ 1,000,000 2 Demolish/Abandon Walnut Well 1 LS $ 60,000 $ 60,000 3 EOCF#2 Pump Station (3 pumps - 200 hp motors) 1 LS $ 2,600,000 $ 2,600,000 4 Piping Connection within Walnut 1 LS $ 40,000 $ 40,000 5 12-inch EOCF#2 Water Main 3,300 LF $ 300 $ 990,000 6 Pavement Replacement (Grind and Cap) 80,000 LS $ 3 $ 240,000 7 Pressure Reducing Facility 1 LS $ 150,000 $ 150,000 8 12-inch Meter Flow Control Vault 1 LS $ 150,000 $ 150,000 9 Connection to OC-43 Piping including two Valves 1 LS $ 100,000 $ 100,000 10 Electrical and Scada Control Facilities 1 LS $ 100,000 $ 100,000 12 OC-43 Connection and Meter Vault Upgrades ** 1 LS $ 770,000 $ 770,000 13 New Well ** 1 LS $ 3,600,000 $ 3,600,000 14 Upgrade RO Treatment Facilities ** 1 LS $ 500,000 $ 1,000,000 SUBTOTAL $ 10,800,000 30% CONTINGENCY $ 3,200,000 ** Cost is place holder until further evaluation is performed TOTAL $ 14,000,000 &nbsp; City Council &nbsp;30 &ndash;&nbsp;56 5/ 17/2022 &nbsp; AGREEMENT TO CONDUCT PRELIMINARY DESIGN STUDY AND ENVIRONMENTAL ANALYSIS FOR WATER DISTRIBUTION INTERCONNECTION THIS AGREEMENT is made and entered into this 17�' day of May, 2022 by and between Stantec Consulting Services Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RF.f TT A 1 _q A. In support of a concurrent Interagency Agreement with the Orange County Water District and the Moulton Niguel Water District to evaluate the feasibility of a potential interconnection between the City's water distribution system and MNWD's water conveyance infrastructure, the City wishes to enter into an agreement for the development of a preliminary design study and environmental analysis of this potential interconnection. B. Pursuant to the Interagency Agreement, the funding for these services will be provided by MNWD. C. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide the services described in the respective scope of work that is described on Exhibit A. 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 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 Consultant shall perform the services that are described in the scope of work attached Exhibit A. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit A. The total sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $200,000. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting City Council 30 — 57 5/17/2022 Page 1 of 10 procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on May 16, 2025, unless terminated earlier in accordance with Section 17, below. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to City Council 30 — 58 5/17/2022 Page 2 of 10 Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, its agents, representatives, employees or subcontractors. Minimum Scope and Limit of Insurance Coverage shall be at least as broad as: • Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. • Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with limits no less than $1,000,000 per accident for bodily injury and property damage. (automobile coverage is not required if Consultant does not require an automobile to perform services) • Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. • Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant's profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed City Council 30 — 59 5/17/2022 Page 3 of 10 by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Primary Coverage For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. Waiver of Subrogation Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Claims Made Policies If any of the required policies provide claims -made coverage: A. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. B. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. C. If coverage is canceled or non -renewed, and not replaced with another claims - made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. City Council 30 — 60 5/17/2022 Page 4 of 10 Verification of Coverage Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant 's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. City Council 30 — 61 5/17/2022 Page 5 of 10 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement City Council 30 — 62 5/17/2022 Page 6 of 10 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 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: Stantec Consulting Services Inc. 38 Technology Dr Irvine, CA 92618 Attn: James A. Cathcart Senior Principal 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. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. City Council 30 — 63 5/17/2022 Page 7 of 10 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement City Council 30 — 64 5/17/2022 Page 8 of 10 shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 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: 6/ John M. Funk Sr. Assistant City Attorney CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT Digitally signed by James k James A. Cathcart Cathcart Date: 2022.04.25 11:37:31-07'00' Name: James A. Cathcart Title: Senior Principal City Council 30 — 65 5/17/2022 Page 9 of 10 RECOMMENDED FOR APPROVAL Nabil Saba, P.E. Executive Director Public Works Agency City Council 30 — 66 5/17/2022 Page 10 of 10 EXHIBIT A Stantec Consulting services inc. 38 Technology Drive Stantec Irvine CA 92618-5312 March 30, 2022 Mr. Cesar Barrera, P.E. Deputy Public Works Director -Water Resources City of Santa Ana 215 S. Center Street Santa Ana, CA 92703 Dear Mr. Barrera: Reference: Proposal to Evaluate a Water Interconnection with Moulton Niguel Water District As requested during our meeting of March 8, 2022, Stantec is pleased to provide you with this letter proposal for professional engineering services to support the City of Santa Ana's (City) investigation into an emergency water interconnection with the Moulton Niguel Water District (MNWD). Our proposed scope of services is based on our meeting and our understanding of the City's needs. Our experience with negotiating wholesale water agreements and reviewing water system engineering designs will help the City determine if the proposed interconnection will provide improved access to infrastructure, operational flexibility, and improve the financial position of the City to the benefit of the water fund and rate payers. The reviews and evaluations described in the scope below are intended to help inform City staff, including the City Attorney, and the City Council, as they make business decisions regarding proposed service agreements with neighboring water utilities. Our services are not intended to supplant the legal review and evaluation of any draft agreements between the City and MNWD or other stakeholders, conducted by the City Attorney or other legal counsel secured by the City. Scope of Services The scope of work will cover a range of tasks as summarized below. Any of these items may require more work than what is available in the budget, therefore, work will continue under this agreement up until the budget limit is met. No work beyond the approved budget will be performed without prior written authorization from the City. Task 1—Project Administration Provide meeting scheduling and meeting agendas as needed. Request additional data as needed, bill the client monthly and manage subconsultant payments. Design with community in mind City Council 30 — 67 5/17/2022 March 30, 2022 Mr. Cesar Barrera, P.E. Page 2 of 4 Reference: Proposal to Evaluate a Water Interconnection with Moulton Niguel Water District Attend regular progress review meetings with the City. Task 2 — Review Request for Proposals Assist the City in reviewing the content for MNWD's two Request for Proposals for procuring preliminary engineering and environmental consulting services and assist in reviewing and providing input on proposals received. Task 3—Engineering Review Review and evaluate the preliminary design prepared by MNWD to identify and size the necessary infrastructure to deliver up to 14 cubic feet per second (cfs) to MNWD during an emergency condition. Evaluate potential water quality implications associated with reversing flows within the City's system, review the City's system -wide hydraulic model analysis to verify findings. Review preliminary designs for a new production well, treatment facility, pump station, pressure regulating facilities, connection to the EOCF#2, and any additional facilities required to maintain City service. Review the operating conditions and recommended operating protocols for using the infrastructure under normal operating conditions and emergency conditions. Review any existing reports, such as those prepared by TetraTech. Task 4—Environmental Review Review and evaluate the findings of environmental studies for the proposed facilities based on the preliminary design analysis. The review will include the initial study and/or Environmental Impact Report, as well as any other appropriate CEQA documents, including a mitigation monitoring and reporting program if necessary. Review identified permits required to implement the proposed interconnection. Task 5—Business and Financial Analysis and Support Review the commercial terms of any draft agreements with MNWD, MWDOC, OCWD, or other stakeholder(s) from the perspective of City Water Department operations and potential financial risk and evaluate if the terms of any agreement are in the interest of the City and its water rate payers. Task 6—Assist with Preparation of Materials for City Staff and City Council Review internal documents prepared by Water Department staff for internal City communications and/or Staff update reports to City Council regarding the status of Design with community in mind City Council 30 — 68 5/17/2022 March 30, 2022 Mr. Cesar Barrera, P.E. Page 3 of 4 Reference: Proposal to Evaluate a Water Interconnection with Moulton Niguel Water District agreements and negotiations with MNWD. Prepare Technical Memoranda (engineering and/or financial analyses) pertaining to the findings of Tasks 3, 4 and 5 (assume one memorandum for each task), if requested. Task 7—Stakeholder Engagement Attend meetings as requested with the Municipal Water District of Orange County (MWDOC) and other agencies responsible for the operation and maintenance of the EOCF#2 to identify the operational challenges to using the EOCF#2 under emergency conditions. Review mitigations or solutions to address operational challenges identified as part of the preliminary design. Assist in preparing presentation materials and or attending meetings with various stakeholders including Orange County Water District (OCWD) or other Orange County groundwater producers. Attend other stakeholder meetings as requested. Task 8—Additional Agreement Assist in preparing a subsequent agreement between the City, MNWD, MWDOC, and OCWD detailing the construction, operation, and funding of the recommended facilities if the City elects to proceed with final design. Assist with preparing presentation materials and meeting with the governing boards of stakeholders as requested. rroposea ree The estimated scope of work for engineering and financial review services are estimated to cover a two-year period with an initial budget estimate of $200,000 as detailed in the table. Fees will be invoiced based on time and materials. Task Budget, dollars 1 Project Administration $15,000 2 Review Requests for Proposal 5,000 3 Engineering Review 70,000 4 Environmental Review 20,000 5 Business and Financial Analysis and Support 60,000 6 Assist with Preparation of Materials for City Staff and City Council 10,000 7 Stakeholder Agreement 10,000 8 Additional Agreement 10,000 Total $200,000 Design with community in mind City Council 30 — 69 5/17/2022 March 30, 2022 Mr. Cesar Barrera, P.E. Page 4 of 4 Reference: Proposal to Evaluate a Water Interconnection with Moulton Niguel Water District Hourly Rates Our currently hourly rates for proposed key staff for this assignment are shown below. Please note that hourly rates are subject to annual increases as of January 1 sf of each calendar year. Key Staff Role Billing Rate Jim Cathcart Engineering Advisor $350 William Zieburtz Senior Financial Advisor II $350 Sally Van Etten Senior Financial Advisor 1 $275 Mark Hildebrand I Hildebrand Consulting $250 Other support staff will be billed at current hourly rates ranging from $100 to $275. Sincerely yours, STANTEC CONSULT G SERVICES INC. lames A. Cathcart PE, F. ASCE Senior Principal Office: 949-328-2405 Mobile: 949-456-7346 jim.cathcart@stantec.com x, L . Sally Van Etten Principal Phone: 510-332-4924 sally.vanetten@stantec.com Design with community in mind City Council 30 — 70 5/17/2022 Public Works Agency www.santa-ana.org/pw Item # 31 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: King Street Urban Greening Project AGENDA TITLE Adopt a Resolution Authorizing the Executive Director of the Public Works Agency to Execute Grant Agreements with the California Department of Transportation for the King Street Urban Greening Project RECOMMENDED ACTION Adopt a resolution authorizing the Executive execute grant agreements with the California Street Urban Greening Project. Director of the Public Works Agency to Department of Transportation for the King DISCUSSION The Clean California Local Grant Program (CCLGP) is a competitive statewide program created to beautify and clean up local streets and roads, tribal lands, parks, pathways, transit centers, and other public spaces. Almost $300 million was made available statewide for projects that reduced waste and debris, installed measures to beautify and improve public spaces and mitigate the urban heat island effect, improved public spaces for walking and recreation, and advanced equity for underserved communities. The Public Works Agency submitted a successful application for $1.49 million of funding for the King Street Urban Greening Project. The project includes the transformation of 9,000 square feet of unused public space at the intersection of King Street and 10t" Street, which is in line with the City's Parks Master Plan objective of increasing open space in the City. The project features bicycle and pedestrian pathways, drought -tolerant landscaping, lighting, waste receptacles, seating, interpretive signage, art, and a stormwater infiltration system that will capture and infiltrate stormwater runoff form the surrounding neighborhood. A resolution authorizing the Executive Director of the Public Works Agency to enter into the Restricted Grant Agreement (RGA) with Caltrans is required for the project (Exhibit 1). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. City Council 31 — 1 5/17/2022 King Street Urban Greening Program May 17, 2022 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Staff will return to Council with a request for approval of further actions and will indicate the fiscal impact and associated expenditures at that time. EXHIBIT(S) 1. Resolution Submitted By: Nabil Saba, Executive Dir Public Works Approved By: Kristine Ridge, City Manager City Council 31 — 2 5/17/2022 RESOLUTION NO. 2022-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE EXECUTIVE DIRECTOR OF THE PUBLIC WORKS AGENCY TO EXECUTE AGREEMENTS WITH THE CALIFORNIA DEPARTMENT OF TRANSPORTATION FOR THE KING STREET URBAN GREENING PROJECT WHEREAS, the City of Santa Ana is eligible to receive State funding for certain transportation -related work through the California Department of Transportation; WHEREAS, the City of Santa Ana Public Works Agency submitted a successful application for funding from the Clean California Local Grant Program for the King Street Urban Greening Project; WHEREAS, a Restricted Grant Agreement needs to be executed with the California Department of Transportation before such funds can be claimed through the Clean California Local Grant Program; and WHEREAS, the City Council wishes to delegate authorization to execute these Agreements and amendments thereto. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The Executive Director of the Public Works Agency, or designee, is authorized to execute all Grant Agreements and any amendments thereto with the California Department of Transportation for the King Street Urban Greening Project. Section 2. 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 )2022. Vicente Sarmiento Mayor Resolution No. 2022-XXX City Council 31 — 3 5/17/M of 2 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: 6!� John M. Funk Chief Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby certify the attached Resolution No. 2022- to be the original resolution adopted by the City Council of the City of Santa Ana on , 2022. Date: Daisy Gomez Clerk of the Council City of Santa Ana Resolution No. 2022-XXX City Council 31 — 4 5/17/M of 2 Public Works Agency www.santa-ana.org/pw Item # 32 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Santa Ana River Watershed Weather Modification Pilot Program AGENDA TITLE Adopt a Resolution in Support of the Santa Ana River Watershed Weather Modification Pilot Program and Approve One-time Funding in the Amount of $10,000 for the Program (Non -General Fund) RECOMMENDED ACTION 1. Adopt a resolution in support of the Santa Ana River Watershed Weather Modification Pilot Program. 2. Approve one-time funding in the amount of $10,000 to the Santa Ana Watershed Project Authority for the Weather Modification Pilot Program. DISCUSSION The Santa Ana River Watershed Project Authority (SAWPA) is a joint powers authority of five member agencies — Eastern Municipal Water District, Inland Empire Utilities Agency, Orange County Water District, San Bernardino Valley Municipal Water District, and Western Municipal Water District — created to help resolve interagency conflicts, support resource planning, and address regional water issues in the Santa Ana River watershed. SAWPA seeks to create and facilitate partnerships with and between organizations pursuing shared interests and overall watershed sustainability. Due to the recurring drought conditions facing the region, SAWPA conducted a study in 2020 on the economic and technical feasibility of implementing a weather modification program in the watershed to increase water supply in the region. The results of the study indicated the potential for increases in regional precipitation and streamflow via "cloud seeding". Cloud seeding is a type of weather modification used to increase the amount of precipitation, including snow or rain, during the storm season of both dry and wet years. This process works through releasing particles of silver iodide into clouds, which increases the chances of droplet condensation. Based on decades of experience, the use of silver iodide for the purpose of cloud seeding has been shown to be safe for people and the environment. The potential environmental impacts of silver iodide have been studied extensively and represent a negligible risk to the environment. City Council 32 — 1 5/17/2022 Adopt Resolution for SAWPA Pilot Program May 17, 2022 Page 2 The Weather Modification Pilot Program utilizing cloud seeding was presented to the City's Environmental and Transportation Advisory Commission on April 12, 2022 and the Commission unanimously supported the program. SAWPA approached its constituent agencies to seek financial assistance in the implementation of the program. As SAWPA has been a valued partner in water -related issues within the Santa Ana River Watershed, and has also provided grant funding for City projects, staff recommends adoption of a resolution in support of SAWPA's Weather Modification Pilot Program, and approval of a one-time commitment to provide SAWPA with $10,000 to fund the pilot program. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. Prior to conducting any weather modification activities, SAWPA will obtain all necessary environmental clearance. FISCAL IMPACT Funds in the amount of $10,000 are available for expenditure in the Fiscal Year 2021-22 in the account shown below. Fiscal Accounting Unit- Fund Accounting Unit, Amount Year Account # Description Account Description Water Admin/ 2021-22 06017645-63001 Water Engineering, $10,000 Miscellaneous Operating Expenses EXHIBIT(S) 1. Resolution Submitted By: Nabil Saba, Executive Dir Public Works Approved By: Kristine Ridge, City Manager City Council 32 — 2 5/17/2022 brs 4.19.22 RESOLUTION NO. 2022-XXX A RESOLUTON OF THE CITY COUNCIL OF THE CITY OF SANTA ANA SUPPORTING THE SANTA ANA RIVER WATERSHED WEATHER MODIFICATION PILOT PROGRAM WHEREAS, the Santa Ana Watershed Project Authority (SAWPA) was formed in 1968 as a joint power authority under California law, composed of five member agencies, covering four (4) counties, sixty-three (63) cities, and millions of residents; and WHEREAS, SAWPA is responsible for developing and maintaining regional plans, programs, and projects that will protect the Santa Ana River basin water resources to maximize beneficial uses within the watershed in an economically and environmentally manner; and WHEREAS, California experienced the second driest year in recorded state history in 2021; and WHEREAS, California has experienced its driest January and February in recorded history in 2022; and WHEREAS, the recent 2012-2016 drought was exacerbated by unusual warmth and disproportionately low Sierra Nevada snowpack levels, serving as indicators of projected dry spells in future decades where impacts will likely be worsened by increased heat; and WHEREAS, the Office of the Governor has issued a series of executive orders that seek to address drought conditions that exist in California; and WHEREAS, due to the recurring drought conditions facing the region, SAWPA conducted a study in 2020 on the economic and technical feasibility of implementing a weather modification program in the Watershed to increase water supply in the region; and WHEREAS, the results of the study indicated the potential increases in regional precipitation and streamflow via "cloud seeding"; and WHEREAS, cloud seeding is a type of weather modification used to increase the amount of precipitation that has existed in the United States since the 1940s and has been scientifically proven to increase precipitation in both dry and wet years; and WHEREAS, based on decades of experience, cloud seeding has been shown to be safe for people and the environment; and City Council 32 — 3 5/17/2022 Resolution No. 2022-XXX Page 1 of 3 brs 4.19.22 WHEREAS, the potential environmental impacts of silver iodide have been studied extensively and represent a negligible risk to the environment; and WHEREAS, the California Department of Water Resources has stated that cloud seeding is a "safe and effective means of augmenting local water supplies"; and WHEREAS, the increased precipitation would take advantage of existing stormwater capture infrastructure resulting in a fraction of the cost of importing water. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council hereby formally declares its support of the Santa Ana River Watershed Weather Modification Pilot Program. Section 2. The Executive Director of Public Works, or his or her designee, is hereby authorized to provide one-time funding in the amount of Ten Thousand Dollars and Zero Cents ($10,000) to the SAWPA for the Weather Modification Pilot Program. Section 3. Prior to conducting any weather modification activities, SAWPA will obtain all necessary environmental clearance. 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 May, 2022 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By:]��— a`randon Salvatierra Deputy City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Vicente Sarmiento Mayor City Council 32 — 4 5/17/2022 Resolution No. 2022-XXX Page 2 of 3 brs 4.19.22 CERTIFICATE OF ATTESTATION AND ORIRGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2022- to be the original resolution adopted by the City Council of the City of Santa Ana on May 17, 2022. Date: Clerk of the Council City of Santa Ana City Council 32 — 5 5/17/2022 Resolution No. 2022-XXX Page 3 of 3 Clerk of the Council Office www.santa-ana.org/departments/clerk-of-the-council/ fl Item # 33 or City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Assembly Bill 361 AGENDA TITLE: Use of Teleconferencing for Meetings of City Council and All Boards, Committees, and Commissions Pursuant to the Provisions of Assembly Bill 361 RECOMMENDED ACTION Adopt a resolution to consider continuing the use of teleconferencing for City Council, board, committee, and commission meetings pursuant to the provisions of Assembly Bill 361 for the next 30 days. DISCUSSION On March 17, 2020, Governor Gavin Newsom issued Executive Order N-29-20 suspending certain provisions of the Brown Act in order to allow legislative bodies to conduct their meetings completely telephonically or by other electronic means. City Council meetings have been conducted by Zoom with councilmembers and staff all joining from remote locations when necessary. The suspension of certain provisions of the Brown Act was further extended by Governor Newsom on June 11, 2021 by the issuance of Executive Order N-08-21, which continued to allow completely virtual City Council (and other legislative body) meetings. This order stayed in effect until September 30, 2021. In response, AB 361 was signed into effect by Governor Newsom on September 16, 2021. It amends the Brown Act to allow legislative bodies to meet virtually, provided there is a state of emergency, and either (1) state or local officials have imposed or recommended measures to promote social distancing, or (2) the legislative body determines by majority vote that meeting in person would present imminent risks to the health and safety of attendees. The City of Santa Ana's current practices with respect to live public comment via Zoom already satisfy all of the new requirements in AB 361. Additionally, the individual legislative bodies can make their own findings for the AB 361 telecommuting resolution City Council 33 — 1 5/17/2022 Assembly Bill 361 May 17, 2022 Page 2 for future meetings. Determinations to continue to utilize remote meetings as allowed by AB 361 must be re -visited by the legislative body every 30 days with the support of new findings. Staff recommends this extension period to act as a helpful transitional stage for boards, committees, and commissions who still currently meet virtually. Most recently on May 3, 2022, the City Council adopted Resolution No. 2022-033, making the required findings under AB 361 to allow the City to continue to offer teleconference accessibility for public meetings after September 30, 2021, to help mitigate the spread of COVID-19. The attached resolution (Exhibit 1) declares additional findings to allow for the continued use of teleconferencing for City Council, board, commission, and committee meetings pursuant to AB 361. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. EXHIBIT(S) 1. Resolution Submitted By: Daisy Gomez, Clerk of the Council Approved By: Kristine Ridge, City Manager City Council 33 — 2 5/17/2022 RESOLUTION 2022-xxx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA AUTHORIZING THE USE OF REMOTE TELECONFERENCING PROVISIONS (AB 361) WHEREAS, the Ralph M. Brown Act (Government Code section 54950 et seq.) generally requires local agencies meeting via teleconference, including through other virtual or electronic means, to, among other things, provide public access at each location in which members of the legislative body are teleconferencing; and WHEREAS, Assembly Bill 361 (AB 361) amends Government Code section 54953 to allow local agencies to meet fully virtually, without fully adhering to the rules otherwise applicable to teleconferencing, during a proclaimed state of emergency if state or local officials have imposed or recommended measures to promote social distancing; and WHEREAS, the Governor issued a proclamation declaring a state of emergency on March 4, 2020 due to the COVID-19 pandemic, pursuant to section 8625 of the California Emergency Services Act, and this proclaimed state of emergency currently remains in effect; and WHEREAS, the City Council of the City of Santa Ana declared a local emergency on March 17, 2020 pursuant to Santa Ana Municipal Code section 2-404A (now section 2-646A); and WHEREAS, in order to continue teleconferencing pursuant to the provisions of AB 361, the City Council is required to make certain findings every thirty (30) days; and WHEREAS, the City Council of the City of Santa Ana, consistent with those provisions, approved Resolutions 2021-055, 2021-66, 2021-072, 2022-004, 2022-015, 2022-021, 2022-026, and 2022-033 authorizing the use of remote teleconferencing provisions pursuant to AB 361; and WHEREAS, the City Council of the City of Santa Ana has reconsidered the circumstances of the state of emergency; and WHEREAS, state and local officials continue to recommend measures to promote social distancing to prevent the spread of COVID-19; and WHEREAS, the continuation of remote teleconferencing will allow for full participation by members of the public and the members of the City legislative bodies until social distancing recommendations are lifted; and WHEREAS, the City Council of the City of Santa Ana desires to continue to utilize remote teleconferencing pursuant to AB 361 and Government Code section 54953(e). Resolution 2022-XXX City Council 33 — 3 5/1 /26 of 3 NOW THEREFORE BE IT RESOLVED, by the City Council of the City of Santa Ana as follows: SECTION 1. The above recitals are true and correct and shall be the findings of the City of Santa Ana's City Council and each and every other legislative body of the City. SECTION 2. The City Council of the City of Santa Ana hereby authorizes the use of remote teleconferencing pursuant to AB 361. SECTION 3. The City Council and all other legislative bodies of the City of Santa Ana created by the City Council or created through its City Charter shall continue to meet virtually in accordance with Government Code section 54953(e) and without compliance with section 54953(b)(3) based upon the findings and determinations hereby made by the City Council. SECTION 4. The City Clerk shall attest to and certify to the passage and adoption of this resolution and it shall be effective immediately upon its approval. ADOPTED this 17th day of May, 2022. Vicente Sarmiento Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By:_ �. k Laura A. Rossini Chief Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Resolution 2022-XXX Pag(bZ ity° ouncil 33 — 4 5/17/2022 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2022- to be the original Resolution adopted by the City Council of the City of Santa Ana on , 2022. Date: Daisy Gomez Clerk of the Council City of Santa Ana Resolution 2022-XXX City Council 33 — 5 5/1 /267 of 3 Public Works Agency www.santa-ana.org/pw Item # 34 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Amendment for Security Guard Services at Various City Facilities AGENDA TITLE Amend Agreement with Universal Protection Service, LP, Dba Allied Universal Security Services, to Provide Security Guard Services at Various City Facilities by Extending the Term by an Additional Six Months and Increasing the Agreement Amount by $1,074,376 (General and Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute an amendment to the agreement with Universal Protection Service, LP, Dba Allied Universal Security Services, to provide security guard services at various City facilities, extending the term of the agreement for an additional six-month term from June 1, 2022, through November 30, 2022, and increasing the amount by $1,074,376, for a total agreement amount of $4,127,177, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On May 16, 2017, the City Council executed an agreement with Universal Protection Service, LP, Dba Allied Universal Security Services, formerly, U.S. Security Associates, Inc. to provide unarmed security guard services at various City locations for a three-year period beginning June 1, 2017 and expiring May 31, 2020, with provisions for two one- year renewal options. The agreement is currently in its final renewal option period, which is set to expire May 31, 2022. In preparation for the expiration of the agreement, staff released a Request for Proposals (RFP) for security guard services on February 9, 2022. It was determined there is a need for armed security guard services at certain City sites and the RFP was revised to incorporate an armed guard component. To provide adequate time to complete the RFP process and thoroughly evaluate the new armed guard component, staff is requesting to extend the existing agreement with Universal Protection Service for a six-month period and increase the agreement amount by $1,074,376. Some of the facilities served under this agreement include City Hall/Ross Annex, Santa Ana Regional Transportation Center, Corporate Yard, WORK Center, Main Library, Newhope Library, Santa Ana Senior Center, Park Patrol, and various Water Department facilities. City Council 34 — 1 5/17/2022 Amendment for Security Guard Services at Various City Facilities May 17, 2022 Page 2 ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. FISCAL IMPACT Transfer of Park Maintenance Services from PRCSA to PWA is pending approval of the FY 2022-2023 City Budget. As such, the current accounting unit number is identified below. Funds will be budgeted and made available in the corresponding PWA accounting unit number when identified and approved. Funds are available in the various department accounts as follows: Accounting Unit Fund Accounting Unit, Fiscal _ Account # Description Account Amount Year Description Amendment (6-Month Term) PRCSA Service 2021-22 01113017-62300 General Fund Enhancement, $51,185 (June) Contract Services Professional PRCSA-Park 2021-22 01113250-62300 General Fund , FacilitiesContract $2,448 (June) Services Professional Library 2021-22 01111110-62300 General Fund Administration, $10,825 (June) Contract Services - Professional Community Workforce Development/One 2021-22 12318751-62300 Innovation and Stop Program, $4,896 (June) Opportunity Act Contract Services Professional Public Works- Building Building 2021-22 07317100-62300 Maintenance Maintenance, $30,529 (June) Fund Contract Services Professional 2021-22 08517138-62300 City Yard Public Works/City $14,442 (June) Operation Fund Yard Operations, City Council 34 — 2 5/17/2022 Amendment for Security Guard Services at Various City Facilities May 17, 2022 Page 3 Accounting Unit Fund Accounting Unit, Fiscal - Account # Description Account Amount Year Description Contract Services Professional Public Works- Regional 2021-22 06717650-62300 Transportation , SARTC Operations $35,792 (June) Contract Services Center Fund Professional Water Utility Water Production and 2021-22 06017640-62300 Water Fund Supply, Contract $18,113 (June) Services - Professional PRCSA Service 2022-23 01113017-62300 General Fund Enhancement, $270 927 (July -Nov) Contract Services Professional PRCSA-Park 2022-23 01113250-62300 General Fund Facilities, Contract $12,239 (July -Nov) Services Professional Library 2022-23 01111110-62300 General Fund Administration, $54,123 (July -Nov) Contract Services Professional Community Workforce Development/One 2022-23 12318751-62300 Innovation and Stop Program, $24,478 (July -Nov) Opportunity Act Contract Services Professional Public Works- Building Building 2022-23 07317100-62300 Maintenance Maintenance, $167,645 (July -Nov) Fund Contract Services Professional City Council 34 — 3 5/17/2022 Amendment for Security Guard Services at Various City Facilities May 17, 2022 Page 4 Accounting Unit Fund Accounting Unit, Fiscal - Account # Description Account Amount Year Description Public Works/City 2022-23 08517138-62300 City Yard Yard Operations, $77,209 (July -Nov) Operation Fund Contract Services Professional Public Works- 2022-23 Regional SARTC Operations, 06717650-62300 Transportation $193,958 (July -Nov) Contract Services Center Fund Professional Water Utility Water Production and 2022-23 06017640-62300 Water Fund Supply, Contract $105,567 (July -Nov) Services - Professional Total: $1,074,376 EXHIBIT(S) 1. Fifth Amendment with Universal Protection Service Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager City Council 34 — 4 5/17/2022 EXHIBIT 1 FIFTH AMENDMENT TO AGREEMENT TO PROVIDE SECURITY GUARD SERVICES THIS FIFTH AMENDMENT to the above -referenced agreement is entered into on May 17, 2022, by and between Universal Protection Services, LP, a California limited partnership, dba Allied Universal Security Services ("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 an Agreement to Provide Security Guard Services No. A-2017- 130 dated May 16, 2017, by which Contractor agreed to provide unarmed security guard services for various City facilities ("Agreement"). B. The parties entered into a First Amendment to said Agreement No. A-2017-351 dated December 19, 2017, in order to provide additional funding to the contingency amount to provide for additional temporary services under said Agreement. C. The parties entered into a Second Amendment to said Agreement No. A-2019-080 dated May 21, 2019, in order to provide security guard services to the City's Work Center and to increase the compensation set forth in the Agreement to cover these additional services. The parties also amended said Agreement to reflect the change of Contractor's name from U.S. Security Associates to Universal Protection Service, LP, dba Allied Universal Security Services, after Allied Universal Security purchased and merged with U.S. Security Associates. D. The parties entered into a Third Amendment to said Agreement No. A-2019-093 dated June 18, 2019, in order to expand the scope of services to include roving patrols for designated City Parks, bike trails and portions of Santiago Creek and increase the total compensation of said Agreement to pay for these additional services. E. The parties entered into a Fourth Amendment to said Agreement No. A-2020-209 dated October 7, 2020, in order to station security professional that will utilize temperature screening equipment to screen individuals at City designated entry points, increase security services at 625 N. Cypress, provide security services coverage for the Water Services Department, and increase the total compensation of said Agreement. F. In accordance with the terms and conditions of said Agreement, the Parties desire to again amend Section 2 — Compensation, to increase the maximum amount of Compensation for said Agreement, and Section 3 — Term, to extend the Term of said Agreement. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, as amended, except as herein modified, the parties agree as follows: Page l of 2 City Council 34 — 5 5/17/2022 Section 2(a), Compensation, shall be amended to increase the maximum amount of compensation by one million, seventy four thousand, three hundred and seventy six dollars ($1,074,376.00), which includes a contingency of sixty five thousand dollars ($65,000.00), during the extended Term of said Agreement. Additionally, a revised and updated version of Contractor's Fee Schedule is attached herewith as Exhibit A-3 and incorporated herein by reference, which shall supplement Exhibit A-2 of the Fourth Amendment, and all previous versions of the Fee Schedule. 2. Section 3, Term, shall be amended to extend the Term of said Agreement through November 30, 2022. 3. Except as modified by this Fifth Amendment, all terms and conditions of said Agreement, as modified by the First, Second, Third, and Fourth Amendments, shall remain in full force and effect. IN WITNESS WHEREOF, the Parties hereto have executed this Fifth Amendment to said Agreement on the date and year first written above. ATTEST DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: ' ,- RYAN 0. HODGE Assistant City Attorney RECOMMENDED FOR APPROVAL NABIL SABA Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONTRACTOR Name: Steve Claton Title: President Page 2 of 2 City Council 34 — 6 5/17/2022 EXHIBIT A-3 Various Locations Santa Ana, Califormia 1. REQUIREMENT: Provide unarmed, uniformed professional security officers who are capable of exercising good judgment, will be highly visible at all times, deter crime, and perform other duties as outlined by the client. 2. BUDGET ESTIMATE: STAFF POSITION City HaINRoss Annex Sup. WEEKLY HOURS 40 BILL RATE $31.00 HOLIDAY& OT RATE $46.50 1 $5,439.47 1 $65,273.60 RATE $20.00 City HaIVRoss Annex 205 $27.90 $41.85 $25,089.54 $301,074.48 $366,348.08 $18.00 Corporate Yard Su erviror 0 $31.00 $46.50 $0.00 $0.00 $20.00 Corporate Yard 118 $27.90 $41.85 $14,441.78 $173,301.41 $173,301.41 $18.00 SARTC Supervisor 40 $31.00 $46.50 $5,439.47 $65,273.60 $20.00 SARTC 248 $27.90 $41.85 $30,352.22 $364.226.69 $429 500.29 $18.00 Main Library Sup 40 $31.00 $46.50 $5,439.47 $65,273.60 $20.00 Main Libra 44 $27.90 $41.85 $5.385.07 $64.620.86 $129894.46 $18.00 Work Center Supervisor 0 1 $31.00 $46.50 $0.00 $0.00 $20.00 Work Center 40 1 $27.90 $41.85 S4,895.52 $58,746.24 $58,746.24 $18.00 Santa Ana Senior Cntr. Sup. 0 1 $31.00 $46.50 $0.00 $0.00 $20.00 Santa Ana Senior Center 20 $27.90 $41.85 $2,447.76 $29.373 12 $29.373.12 $18.00 Park Patrol Supervisor 40 $32.55 S48.83 $5,711.44 $68,537.28 $21.00 Park Patrol 352 $29.45 $44.18 $45,473.94 $545.667.30 $614,224.58 $19.00 Water Sites Supervisor 0 $31.00 $46.50 $0 00 $0.00 $20.00 Water Sites 148 $27.90 $41.85 $18,113.42 $217,361.09 $217,361.09 $18.00 Sub Total Labor 1335 $168,229.11 $2,018,749.26 Grand Total ( Incl. Equipment) $178,029.11 $2,136,349.26 Notes: a) Extra coverage and specials are billed at an agreed upon hourly rate not to be less than the holiday/O.T. rate. b) As a result of California paid sick leave Law (AB 1522) that is effective July 1, 2015, all costs associated with the law will be billed as incurred. c) Allied Universal may bill any costs incurred as a result of change in federal, state, or local legistlation or taxes. 3. EQUIPMENT: Patrol Vehicle 1 $ 1.400.00 1 71 S9,800.00 $117,600.00 $0.00 $0.00 Total 9,800.00 $117,600.00 4. HOLIDAYS: Allied Universal recognizes the following holidays. Security officers working on these days will be paid time and one-half. Client will be billed at the overtime ratelholiday rate for those days. New Years Day Presidents Day Memorial Day Independence Day Labor Day Thanksgiving Day Christmas Day JUNIVERSAV There for yoU. Client Approval Name: Signature: Title: Date: RVICES City Council 34 - 7 5/17/2022 Community Development Agency www.santa-ana.org/community-development Item # 35 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Donation of Two City Camping Trailers AGENDA TITLE: Approve the Transfer of Ownership of Two City Camping Trailers; Recognize $238,070 into the General Fund from the Sale of 14 City Camping Trailers RECOMMENDED ACTION Authorize the City Manager to transfer the ownership of two camping trailers to Suavecito Foundation for their use. DISCUSSION In early April 2020, the City received 22 trailers from the State of California as part of Governor Gavin Newsom's emergency funding package to provide shelter to people experiencing homelessness during the Coronavirus pandemic. Fifteen camping trailers were immediately set up in the parking lot of the City's Link Shelter. These trailers housed individuals and/or families experiencing homelessness at the Link who had tested positive for COVID-19, exhibited symptoms, were aged 65 and older, or considered at -risk due to medical conditions. The City's Community Development Agency and Public Works Agency staff worked to make the trailers operational by the addition of several services, including security, lighting, electrical and trailer maintenance. Two additional trailers were used as part of the Santa Ana Cares mobile resource center, and the remaining five were never used. In February 2021, the trailer program at the Link ended and the trailers were cleaned and stored on City property. At that time, several City departments expressed an interest in utilizing the trailers for future City programming. Eight trailers were retained and 14 were sold via auction with proceeds going back to the City. After commission fees and transport fees, the proceeds resulted in $238,070.00 In November 2021, a Request for Qualifications (RFQ) for trailer donation was released. Three proposals were received; two of the proposals were from outside of Santa Ana and one is local, Suavecito Foundation. Suavecito Foundation is a nonprofit organization in Santa Ana founded in 2018 to promote youth development and family engagement through a variety of opportunities and resources. It is recommended that the City Council retain six trailers and donate two to Suavecito Foundation for youth and their families to City Council 35 — 1 5/17/2022 Donation of Two City Camping Trailers May 17, 2022 Page 2 experience camping. The distribution of the eight remaining trailers is outlined in the table below. Trailer Recipient 1. Used for Parks and Recreation Ambassador Program 2. Awaiting Use for Parks and Recreation Ambassador Program 3. Awaiting Use for Parks and Recreation Ambassador Program 4. Awaiting Use for Parks and Recreation Ambassador Program 5. Santa Ana Police Department 6. Community Development Agency 7. Suavecito Foundation 8. Suavecito Foundation ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The proceeds of $238,070 from the sale of 14 trailers will be recognized in the General Fund revenue account (no. 01102002-57972) and the two donated trailers valued at approximately $56,000 will be removed from the City's capital assets. Submitted By: Steven Mendoza, Assistant City Manager Approved By: Kristine Ridge, City Manager City Council 35 — 2 5/17/2022 City Manager Office www.santa-ana.org/city-managers-office Item # 36 or City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Apology to Chinese Immigrants and their Descendants AGENDA TITLE: Resolution Apologizing to Chinese Immigrants and their Descendants RECOMMENDED ACTION Adopt a resolution apologizing to Chinese immigrants and their descendants for acts of fundamental injustice and discrimination seeking forgiveness and committing to the rectification of past policies and misdeeds. DISCUSSION At the May 3, 2022 City Council meeting, the City Council supported the drafting of a resolution apologizing to all Chinese immigrants, acknowledging acts of fundamental injustice, recognizing the contribution and resilience of the Chinese community, and resolving to rectify the lingering consequences of the discriminatory policies of the 19tn and 20t" century. As stated in the resolution, the United States Congress, the State of California, and the City of Santa Ana enacted adverse laws specifically targeting Chinese people on the basis of race, most notably with the federal passage of the Chinese Exclusion Act of 1882. The Chinese Exclusion Act set the precedent for racist foreign and national policy that led to broader exclusion laws. Chinese immigrants were met with virulent racism, xenophobia and the violence of anti -Chinese sentiment in Santa Ana and denied equal protection under the law. During this period, growth in the Chinese population, combined with economic regression and pervasive anti -Chinese sentiments lead to the use of government authority to remove Chinese Americans in Santa Ana. During this period, the City removed Chinese residents and merchants in Santa Ana's Chinatown as part of an urban renewal effort to gain control of properties for the building of the new City Hall and on May 25, 1906, the Board of Trustees passed a resolution and issued an order to the Fire Marshal to deliberately set fire to Chinatown leading to the destruction of homes and businesses and the displacement of Santa Ana's Chinese community. City Council 36 — 1 5/17/2022 Apology to Chinese Immigrants and their Descendants May 17, 2022 Page 2 This resolution recognizes the contribution and resilience of the Chinese community and resolves to rectify the lingering consequences of the discriminatory policies of the 19t" and 20t" century. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no financial impact to this action. EXHIBIT(S) 1. Resolution Submitted By: Steven Mendoza, Assistant City Manager Approved By: Kristine Ridge, City Manager City Council 36 — 2 5/17/2022 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APOLOGIZING TO CHINESE IMMIGRANTS AND THEIR DESCENDANTS FOR ACTS OF FUNDAMENTAL INJUSTICE AND DISCRIMINATION, SEEKING FORGIVENESS AND COMMITTING TO THE RECTIFICATION OF PAST POLICIES AND MISDEEDS WHEREAS, Chinese Americans have a long and rich history in the United States, California, Orange County and Santa Ana; and WHEREAS, the many contributions of Chinese Americans, both past and present, should be acknowledged and celebrated; and WHEREAS, since the late 19th century, the United States Congress, the State of California, and the City of Santa Ana enacted adverse laws specifically targeting Chinese people on the basis of race, most notably with the federal passage of the Chinese Exclusion Act of 1882, the first federal law ever passed excluding a group of immigrants solely on the basis of race or nationality. The Chinese Exclusion Act set the precedent for racist foreign and national policy that led to broader exclusion laws; and WHEREAS, during this time, Chinese immigrants were met with virulent racism, xenophobia and the violence of anti -Chinese sentiment in Santa Ana and denied equal protection under the law; and WHEREAS, growth in the Chinese population, combined with economic regression and pervasive anti -Chinese sentiments led to the use of government authority to remove Chinese Americans in Santa Ana; and WHEREAS, the policies, resolutions, and other actions of the City of Santa Ana and President George A. Edgar (Mayor) and the Board of Trustees (City Council) A.C. Tiede, John Cubbon, George L. Wright, and A.C. Black directly contributed to the xenophobic discrimination and racial violence faced by Chinese immigrants with the support and encouragement of City Attorney Colonel W.F. Heathman and Orange County District Attorney Horace Head; and WHEREAS, the City made plans to remove Chinese residents and merchants in Santa Ana's Chinatown as part of an urban renewal effort to gain control of those properties for the building of the new City Hall and on May 25, 1906, the Board of Health of the City of Santa Ana passed a resolution and issued an order to the Fire Marshal to deliberately set fire to Chinatown leading to the destruction of homes and businesses and the displacement of Santa Ana's Chinese community; and WHEREAS, on May 25, 1906, a mass rally of 1,000 citizens gathered to watch and celebrate as the area known as Chinatown on 2nd, Main, and Bush Street was burned to the ground; and City Council 36 — 3 Resolutio5Mg../ xxx Page 1 of 3 WHEREAS, the Chinese Exclusion Act was repealed in 1943 and subsequent federal legislation officially banned racial bias in immigration and citizenship, a fundamental step in the struggle for racial equality and justice in the United States; and WHEREAS, the recent rise in anti -Asian violence and racial discrimination demonstrates that xenophobia remains deeply rooted in our society and that Chinese and Asian -Americans are still stereotyped as perpetual foreigners; and WHEREAS, the story of Chinese immigrants and the dehumanizing atrocities committed against them in the 19th and early 20th century should not be minimized in the telling of Santa Ana's history; and WHEREAS, the City must acknowledge and take responsibility for the legacy of discrimination against early Chinese immigrants as part of our collective consciousness that helps contribute to the current surge in anti -Asian and Pacific Islander hate; and WHEREAS, a genuine apology for the City's role in this history and legacy is an important and necessary step in the process of racial reconciliation; and WHEREAS, an apology for grievous injustices cannot erase the past, but admission of the historic wrongdoings committed can aid us in solving the critical problems of racial discrimination facing America today. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana that it: Section 1. Apologizes to all Chinese immigrants and their descendants who came to Santa Ana and were the victims of systemic and institutional racism, xenophobia, and discrimination; Section 2. Acknowledges acts of fundamental injustice, terror, cruelty, and brutality, including the dismantling and destruction of the City's Chinatown; Section 3. Recognizes the contributions and resilience of the Chinese community and their commitment to fostering reconciliation and friendship; and Section 4. Resolves to rectify the lingering consequences of the historical discriminatory policies of the City of Santa Ana, and to use this resolution as a teaching moment for the public to move forward towards justice for all. ADOPTED this 17t" day of May, 2022. Vicente Sarmiento Mayor City Council 36 — 4 Resolutio5Mg../ xxx Page 2 of 3 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney John M. Funk Chief 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. 2022-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 City Council 36 — 5 Resolutio5Mg../2MXXX Page 3 of 3 Finance and Management Services www.santa-ana.org/finance Item # 37 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Proposed Ballot Measure to restructure business licensing tax rates and Chapter 21 of the Santa Ana Municipal Code AGENDA TITLE: Discuss and Provide Direction Regarding a Proposed Voter Ballot Measure to Restructure Business Licensing Tax Rates and Chapter 21 of the Santa Ana Municipal Code RECOMMENDED ACTION Discuss and provide direction regarding a proposed Voter Ballot Measure for the November 8, 2022, General Election to: (1) restructure non -cannabis business license tax rates and charges with the aim of achieving an overall net revenue neutral result designed to reflect current best practices and to recognize the impact of home -based businesses and the new "gig" economy; and (2) provide a flexible Tax Holiday period for unlicensed, past due, or under -assessed businesses to obtain a valid business license or satisfy unpaid or unassessed taxes; and (3) align with closely associated provisions of SAMC Chapter 21. DISCUSSION The City of Santa Ana's Business License Tax Code, Santa Ana Municipal Code ("SAMC") Chapter 21, was comprehensively revised on July 7, 1987 through the adoption of Ordinance NS-1922. Subsequently, between 1987 and 2019, the City's Business License Tax Code has been further modified fourteen times, the most recent modifications affecting non -cannabis business license taxes occurring in 2019. The purpose of SAMC Chapter 21 is to provide a revenue for the general operation of the City of Santa Ana by the levy of a license tax on all business transactions or activities carried on or occurring within the City and is not intended for regulation. Over the passage of time, the best practices approach to business license taxation has shifted. The current business license tax rate structure favors large businesses, whose contributions to the City are indirectly subsidized by medium and small businesses, whose effective tax rates are considerably higher than large businesses due to the steeply regressive nature of the gross receipts tax rate schedules originally adopted. Current best practice is to equalize this burden by adopting a flat and neutral (typically described as "proportional") tax rate structure where all businesses sharing the same broad tax category; i.e. "retail & services City Council 37 — 1 5/17/2022 Proposed Ballot Measure to Restructure Business License Tax Code May 17, 2022 Page 2 business" versus "whole & manufacturing businesses", etc. pay the same percentage rate on all their gross receipts revenue generated. The intent of the proposed restructuring of the City's non -cannabis business license tax rates is to effectively achieve such a proportional rate structure that is both simpler and more equitable to medium and small businesses, home -based businesses, and independent contractors and free-lancers. In 1987, the business license tax code did not properly factor in the evolving effect of home -based businesses and the future gig economy, which have grown tremendously in the last 35 years. Historically, Santa Ana business license taxation has been composed of a mix of tax assessment methodologies and rate structures. These include the following: • Gross Receipts Business License Tax Assessment, including, but not limited to, retail sales and services, commercial property rental, wholesale sales and manufacturing, processing, gas and oil sales, and telecommunication utilities. • Variable Flat Rate Business License Tax Assessment, including, but not limited to, ambulances, billboard signs, buses, limousines or other vehicles for hire, catering trucks, produce or fruit & produce trucks, delivery vehicles, ice cream trucks, junk collection vehicles, shoeshine stands, taxicabs, tow trucks, vending machines, and professional offices (physicians, dentists, attorneys, etc.). • Fixed Flat Rate Business License Tax Assessment, including, but not limited to, advertising (handbill) services, amusement centers, bankruptcy -closeout -fire - wreck sales, sports exhibitions, carnivals or circuses, Christmas tree or pumpkin patch lots, dance halls or places, daycare or nursery services, firework stands, gratuitous licensees or hobbyist licensees, home occupations, independent contractors per individual, itinerant merchants, pawnbrokers, residential rentals, solicitor/peddler as principal, state licensed contractors, theatrical performances, and warehouses and storage. Through a three-part phased approach comprised of (1) a leading consolidation Ordinance of Rates and Schedules; (2) the adoption of a Voter Ballot Measure; and (3) an optional trailing cleanup Reconciliation Ordinance, staff is proposing to accomplish the following: Phase One includes the adoption of a consolidated Rates and Schedules Ordinance to unify all non -cannabis tax rates, schedules, and charges currently contained in Articles V through X of SAMC Chapter 21, respectively, into a single article (Article X) for clarity and cohesion. This Ordinance will facilitate a more compact Voter Ballot Measure. (If the Voter Ballot Measure process is deferred after this initial phase, the changes made will not negatively impact continuing of non -cannabis business license taxes pursuant to the pre-existing rate structure.) City Council 37 — 2 5/17/2022 Proposed Ballot Measure to Restructure Business License Tax Code May 17, 2022 Page 3 II. Phase Two is the Voter Ballot Measure that would act to convert all regular brick and mortar businesses from a steeply regressive set of gross receipts tax rate structures to a proportional set of single gross receipts tax rates with reduced minimum basic tax rate amounts and a maximum gross receipts tax cap amount. This phase would also propose movement of various Fixed Flat Rate Assessment and Variable Flat Rate Assessment business types onto the Gross Receipts Assessment methodology (e.g. ambulance services, professional offices, pawnbrokers, etc.). ➢ The attached Business License Tax Rate Change Matrix outlines the changeover from the current historic business license tax structure to the new proposed business license tax structure (Exhibit 1). Concurrently, staff recommends ending several voluntary business license tax "exclusions" given under SAMC Chapter 21 for public utilities making franchise payments to the City and ending voluntary business license tax "exemptions" for attorneys and private physicians maintaining offices in the City or on hospital premises in the City, while doing business in the courts, or while engaging in surgeries or consultations in city hospitals. Furthermore, staff recommends that a limitation on the City's ability to assess business license taxes on interstate and non -domestic telephone services be lifted, as this limitation no longer reflects current law. Staff, however, does recommend establishing a special public policy tax "exemption" for individuals providing immediate and extended family member in -home childcare services. ➢ Elimination of tax exclusion for public utilities making franchise payments. Franchise payments relate directly to public utilities' authorization to work in the public right of way. The 1905 Broughton Act and the Franchise Act of 1937 authorize granting a franchise to a public utility to use public streets and highways for public utility purposes. The franchise granted is not a general authorization to do business or to use anything other than public streets and highways. Thus, public utility franchisees are not excluded by state statute from City business license requirements even though they pay an annual franchise fee to the City for use of the public right of way. Their exclusion from Santa Ana business license taxation has been entirely a voluntary one, granted by City ordinance that reflected an earlier desire to facilitate the expansion of public utility services in the first half of the last century. Excepting Santa Ana, only one other of California's most populous 13 cities (Riverside) grants such an exclusion. ➢ Elimination of exemption for private physicians maintaining patient offices on hospital premises. The exemption for private physicians maintaining patient offices on hospital premises also reflected an earlier model for the provision of hospital care where hospitals were organized on a nonprofit City Council 37 — 3 5/17/2022 Proposed Ballot Measure to Restructure Business License Tax Code May 17, 2022 Page 4 basis and hence were deemed nontaxable. The exemption for hospitals was extended to include all medical services provided by doctors having admitting rights to said hospitals. The nature of hospitals has changed significantly over time so that such facilities are no longer non-profit. For this reason, a system that exempts physicians from normal business license requirements because of the location of their office within the City is no longer justifiable and results in unequal treatment visa via other physicians. ➢ Establishment of a family member childcare exemption. An equitable exception, however, is justifiable in the case of individuals providing childcare services to their own immediate and extended family members residing within the City. Staff recommends that public policy should endeavor to maximize the provision of in -home childcare services, especially when provided by one Santa Ana family member to another. ➢ Removal of Obsolete Limitation of Assessment of Business License Taxes on Interstate and Non -domestic Telephone Services. Prior to 1991, the conventional interpretation of the City's right to assess taxes on interstate and non -domestic telephone services limited taxability to interstate domestic phone services only. Subsequent judicial interpretation lifted this restriction in 1991. The City's Utility Users' Tax Code was amended to reflect this change but the Business License Tax Code was not. Staff recommends that the voluntary limitation on the City's ability to assess a business license tax on interstate and non -domestic telephone services be lifted to bring the City's business license tax treatment of telephone services into line with the City's utility users' tax treatment of telephone services. In addition to a changeover in assessment methodologies and the adjustment of business license exclusions/exemptions to better reflect current circumstances and public policy aims, Staff recommends the adoption of a flexible Tax Holiday Program. ➢ Establishment of a flexible Tax Holiday Program. The purpose of a Tax Holiday Program would be to allow a flexible period (which will vary based on a business' tax status and assessment period) for unlicensed, past due, or under -assessed businesses to obtain a valid business license or satisfy unpaid or unassessed taxes. This is desirable as the proposed restructuring of non -cannabis business license tax rates and tax methodologies will result in a substantial portion of the City's underground economy become willing to surface and become legitimate licensed businesses, contributing annually to the maintenance of the City's marketplace infrastructure. A Tax Holiday allows for two forms of tax reconciliation: (1) unlicensed businesses may shed their past tax liability by fully licensing themselves and paying all tax obligations for the current year; City Council 37 — 4 5/17/2022 Proposed Ballot Measure to Restructure Business License Tax Code May 17, 2022 Page 5 and (2) licensed businesses who are past due for the current year or who have been under -assessed may come current with their tax obligations without penalty. Staff recommends that the Tax Holiday Program be for a period of not less than 12 months. Staff also recommends that the commencement and conclusion of the flexible Tax Holiday Program be at the administrative discretion of the City Manager. In exercising this discretion, Staff recommends that the program conform to the differing tax periods reflecting participating businesses' underlying business license tax assessment categories. III. Phase Three is an optional Reconciliation Ordinance, to be adopted after the approval by Santa Ana voters of the proposed Voter Ballot Measure, which would act to comprehensively reconcile the procedural processes of the Business License Tax Code to successfully administratively implement Phase Two (Approved Voter Ballot Measure). Annual Cost Price Index ("CPI") adjustment of gross receipts tax rates will cease with the adoption of the proposed of proportional rates. However, annual CPI adjustment of the minimum basic gross receipts tax rate amount, application and renewal processing charges, and other miscellaneous charges, together with flat rates, and In Lieu Deposit amounts, qualifying threshold amounts will continue as these rates, charges, and amounts will otherwise erode in value over time due to the effect of inflation. Proportional rates do not require adjustment as they rise and fall with the volume of business done and so naturally account for inflationary/deflationary effects. Flat rate tax assessments are recommended to continue for business types where long standing customary industry practice and ease of customer compliance and City administration warrant; e.g. state - license contractors, residential rentals, home occupations, free-lance independent contractors, etc. Certain of these flat rates are proposed to be adjusted for various individual occupational categories where the prior cumulative CPI rate adjustment was effectively overstated and ultimately not in keeping with a correspondingly increased business revenue or personal income. Staff welcomes questions and discussion concerning these recommendations as well as guidance and direction from City Council regarding staff's proposal for the following: (1) A Voter Ballot Measure for the November 8, 2022 General Election to restructure non - cannabis business license tax rates under SAMC Chapter 21; and (2) A flexible Tax Holiday Program for unlicensed, past due, or under -assessed Santa Ana businesses. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. City Council 37 — 5 5/17/2022 Proposed Ballot Measure to Restructure Business License Tax Code May 17, 2022 Page 6 FISCAL IMPACT The Voter Ballot Measure is intended to be revenue neutral, but there will be an expense associated with placement of a Voter Ballot Measure on the November 8, 2022 General Election Ballot, which is a budgeted expense. Funds are budaeted and made available in the followina accounts for the saecified vear: Fiscal Accounting Fund Accounting Unit, Amount Year Unit -Account # Description Account Description Clerk of the FY 22-23 01107031-62300 Council — Contract Services- $150,000 Professional Admin. EXHIBIT(S) 1. Assessment Submitted By: Kathryn Downs, FMSA Executive Director Approved By: Kristine Ridge, City Manager City Council 37 — 6 5/17/2022 EXHIBIT 1 Retail/Services/Administrative Headquarters $1.27 per $1,000 - up to $253,000 Single Gross Receipts Rate of $0.65 per $1,000 (Including all Businesses for which no tax is $0.76 per $1,000 - up to $1,265,000 Plus a Basic Rate Tax of $60 for all In -City Businesses; For specified elsewhere) $0.51 per $1,000 - up to $2,530,000 Nonresident Businesses Omit Basic Rate Tax $0.38 per $1,000 - over $2,530,000 Maximum Gross Receipts Cap of $100,000 Wholesale Sales/Manufacturing/Processing/Gas & Motor Fuels /Telephone Service and Public Utility Initial Business Tax Due (Deposit) $506 llnitial Business Tax Due (Deposit) $200 Include all Businesses for which no tax Include all Businesses for which no tax is specified elsewhere is specified elsewhere For Nonresident Businesses Omit Basic For Nonresident Businesses Omit Basic Rate Tax Rate Tax * (Propose Delay in Renewal Filing Period to April 30th to allow synchronization of regular & deposit account renewals) Single Gross Receipts Rate of $0.50 per $1,000 - Plus a Basic Rate Tax of $60; For Nonresident Businesses Omit Basic Rate Services $0.76 per $1,000 - up to $253,000 Tax $0.63 per $1,000 - up to $759,000 Maximum Gross Receipts Cap of $100,000 $0.51 per $1,000 - up to $1,518,000 Include the following business activities: $0.38 per $1,000 - up to $2,530,000 Wholesale Sales/Manufacturing/Processing, $0.25 per $1,000 - over $2,530,000 Telecommunications, Gas & Oil Sales, and Utilities Initial Business Tax Due (Deposit) $506 Initial Business Tax Due (Deposit) $200 For Nonresident Businesses Omit Basic For Nonresident Businesses Omit Basic Rate Tax Rate Tax Commercial Property Rentals $1.27 per $1,000 - up to $253,000 Single Gross Receipts Rate of $0.65 per $1,000 $0.76 per $1,000 - up to $1,265,000 Plus a Basic Rate Tax of $60 for all initial properties (with a $0.51 per $1,000 - up to $2,530,000 reduced Basic Rate Tax of $10 for each additional separate $0.38 per $1,000 - over $2,530,000 Commercial Rental Property) after the First Property) Maximum Gross Receipts Cap of $100,000 Initial Business Tax Due (Deposit) $506 Initial Business Tax Due (Deposit) $200 Utilities (Making Franchise Payments to City) None (Exempt By Ordinance) Single Gross Receipts Rate of $0.50 per $1,000 Plus a Basic Rate Tax of $60 - (Single City-wide (Eliminate current tax exemption/exclusion for License) public utilities making franchise payments to the Maximum Gross Receipts Cap of $100,000 City) Initial Business Tax Due (Deposit) $200 Home Based Businesses/Home Occupation $1.27 per $1,000 - up to $253,000 Home based businesses are proposed to convert over to a $0.76 per $1,000 - up to $1,265,000 Gross Receipts tax assessment method. $0.51 per $1,000 - up to $2,530,000 Single Gross Receipts Rate of $0.65 per $1,000 $0.38 per $1,000 - over $2,530,000 Plus a Basic Rate of $15 Maximum Tax Cap - $100,000 or or $203 Annually (Flat Rate) An alternative $35 Flat Rate Tax Assessment - to be substituted lin when declared gross receipts are below $50,000 City Council 37 - 7 5/17/2022 Ambulances Per Ambulance Unit Tax $253 (3 or More Maximum of $759) Annually Single Gross Receipts Rate of $0.65 per $1,000 Plus a Basic Rate Tax of $60 for all In -City Businesses; For Nonresident Businesses Omit Basic Rate Tax Maximum Gross Receipts Cap of $100,000 Initial Business Tax Due (Deposit) $200 Buses, Limousines or Vehicles for Hire Per Bus or Limousine Vehicle Unit Tax Single Gross Receipts Rate of $0.65 per $1,000 $182 Annually Per Taxi Cabs $55 Annually Plus a Basic Rate Tax of $60 for all In -City Businesses; For Nonresident Businesses Omit Basic Rate Tax Maximum Gross Receipts Cap of $100,000 Initial Business Tax Due (Deposit) $200 Professional Office (Physicians, Surgeons, Dentists, Per Unit Basic Office Tax (Includes Sole All Professional Businesses - Proposed Conversion to Gross Engineers Attorneys, Architects, Accountants, Practitioner, 1st Partner, or 1st Receipts Psychologists, Marriage/Family/Child Counselors, Professional Shareholder) $253 Surveyors, Veterinarians, etc.) Annually Per Unit Additional Partners or Single Gross Receipts Rate of $0.65 per $1,000 Professional Shareholders (each) $253 Plus a Basic Rate Tax of $60 for all In -City Businesses; For Annually Nonresident Businesses Omit Basic Rate Tax Per Unit Professional Associate (each) Maximum Gross Receipts Cap of $100,000 $127 Annually Number of Additional Non -Professional Initial Business Tax Due (Deposit) $200 Staff (each) $25 Annually Pawnbroker $1,012 Annually Single Gross Receipts Rate of $0.65 per $1,000 Plus a Basic Rate Tax of $15 for all In -City Businesses; Maximum Gross Receipts Cap of $100,000 Initial Business Tax Due (Deposit) $200 In -Home Child Care $89 Annually Single Gross Receipts Rate of $0.65 per $1,000 Plus a Basic Rate Tax of $15 Maximum Gross Receipts Cap of $100,000 Initial Business Tax Due (Deposit) $200 Note: Exempt for family members taking care of their immediate or extended family's children. Deduction from home -based business gross receipts tax for immediate or extended family member children if also providing child care Catering Trucks, Produce or Fruit & Produce Trucks Per Truck Unit Tax $253 Annually Per Truck Unit Tax $250 Annually Billboard Sign Faces(Less than 300 Square Feet) Per Sign Unit Tax $190 Annually Per Sign Unit Tax $190 Annually Billboard Sign Faces (More than 300 Square Feet) Per Sign Unit Tax $253 Annually Per Sign Unit Tax $250 Annually Delivery Vehicles (Fuel, Food, Goods, Laundry, Misc., Wares, Water) Per Vehicle Unit Tax $127 Annually Per Vehicle Unit Tax $120 Annually Ice Cream Trucks Per Truck Unit Tax $253 Annually Per Vehicle Unit Tax $250 Annually Shoeshine Per Stand Unit Tax $38 Annually Per Stand Unit Tax $35 Annually Taxi Cabs Per Cab Unit Tax $55 Annually Per Cab Unit Tax $35 Annually Tow Trucks City Council Per Truck Unit Tax 127 Annuall87 _ Per Truck Unit Tax 120 Annually/1 7/2022 2 (Vending Machines (Requiring 10 Cents or More) (Per Machine $51 Annually ($0.10>) (First Machine $25 Annually ($1.00>) and $13 Annually Per I Additional Machine Advertising Service (Bill Posting, Distributing $253 Annually $250 Annually Flyers/Samples) Amusement Center (More than 10 Days), plus $63 $633 Monthly, plus $63 Quarterly for $500 Monthly, plus $60 Quarterly for each ride or vending quarterly for each ride or vending stand in excess each ride or vending stand in excess of stand in excess of 10 of 10) 10 Boxing, Wrestling or Sports Exhibition $127 Daily $100 Daily Carnival or Circus (More than 4,000 Persons - 1st $633 Daily $500 Daily Day) Carnival or Circus (More than 4,000 Persons - Each $380 Each Additional Day $300 Each Additional Day Additional Day) Carnival or Circus (Less than 4,000 Persons - 1st $253 Daily $200 Daily Day) Carnival or Circus (Less than 4,000 Persons - Each $127 Each Additional Day $100 Each Additional Day Additional Da Christmas Tree or Pumpkin Patch Lot $253 Monthly $8 Daily Dance Hall (Per Dance) $63 Daily $35 Daily Firework Stand $253 per Stand (Permitted Period) $250 per Stand (Permitted Period) Gratuitous Licensee or Hobbyist (individuals $25 Annually $10 Annually (Increase Gratuitous licensee /Hobbyist gross engaged in part-time business or an income receipts cap from $3,036 to $5,000 and index to CPI) producing hobby grossing < $3,036 Independent Contractors per individual (Building $89 Annually $35 Annually Tradesmen, Gardner, Lawn Maintenance Worker, Janitor, Building Maintenance Worker, Real Estate Agent, Peddler, Solicitor, Insurance Solicitor, Massage Technicians, Transportation Network Drivers, Miscellaneous, etc.) Itinerant Merchant $253 Quarterly $250 Quarterly Push Cart Peddler Per Cart Unit Tax Rate $506 Per Cart Unit Tax Rate $500 Residential Rentals (Includes Mobile Homes & Basic Tax Rate $63 Basic Tax Rate $63 Rooming House) Plus $13 Per Unit Tax Rate Plus $13 Per Unit Tax Rate State Licensed Contractors $304 Annually (Class A or B) $300 Annually (Class A or B) $278 Annually (Class C) $275 Annually (Class C) Theatrical Performance $127 Daily $120 Daily Warehouse or Storage $253 Annually $250 Annually City Council 37 — 9 5/17/2022 Amusement Center (Less than 10 Days) $63 per Ride DELETE Bankruptcy, Close -Out, Fire or Wreck Sale 1st 30 Days are fee -Exempt if licensed DELETE for at least 1 year $506 Monthly Dance Hall (Public) $506 Annually DELETE Dance Place (Public) $253 Annually DELETE Daycare or Nursery $89 Annually DELETE Vending Machines (Requiring 5 Cents or Less) First Machine $25 Annually ($0.05<) DELETE and $13 Annually Per Additional Machine City Council 37 — 10 5/17/2022 Community Development Agency santa-ana.org/cd Item # 39 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Affordable Housing Project at 2530 & 2534 Westminster Avenue AGENDA TITLE: Public Hearing - Approve three Loan Agreements with Westview House L.P. (c/o Community Development Partners) for a total of $3,904,341 for the development of the Westview House affordable housing project located at 2530 & 2534 Westminster Avenue; Approve a Subordination Agreement with Umpqua Bank; Conduct a TEFRA Hearing and Adopt a Resolution Approving the Issuance of Bonds (Non -General Fund). RECOMMENDED ACTION 1. Authorize the City Manager to execute a Loan Agreement with Westview House L.P. (c/o Community Development Partners) for $2,003,705 in HOME Investment Partnerships Program funds for the development of the Westview House affordable housing project located at 2530 & 2534 Westminster Avenue, Santa Ana, CA 92701 (APNs 198-132-21 and 198-132-23), subject to non -substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to execute a Loan Agreement with Westview House L.P. (c/o Community Development Partners) for $1,514,113 in Inclusionary Housing funds for the development of the Westview House affordable housing project located at 2530 & 2534 Westminster Avenue, Santa Ana, CA 92701 (APNs 198-132-21 and 198-132-23), subject to non -substantive changes approved by the City Manager and City Attorney. 3. Authorize the City Manager to execute a Loan Agreement with Westview House L.P. (c/o Community Development Partners) for $386,523 in Rental Rehabilitation Program Funds for the development of the Westview House affordable housing project located at 2530 & 2534 Westminster Avenue, Santa Ana, CA 92701 (APNs 198-132-21 and 198-132-23), subject to non -substantive changes approved by the City Manager and City Attorney. 4. Authorize the City Manager to execute a Subordination Agreement with Umpqua Bank, to subordinate the City's three Loan Agreements to a senior loan, subject to non -substantive changes approved by the City Manager and City Attorney. City Council 39 — 1 5/17/2022 Affordable Housing Project at 2530 & 2534 Westminster Avenue May 17, 2022 Page 2 5. Authorize the City Manager to execute a future Subordination Agreement with the State of California Department of Housing and Community Development, Citibank, and/or the County of Orange, for the City's three Loan Agreements, after the Westview House affordable housing project is complete, subject to approval as to form by the City Attorney. 6. Conduct a Tax Equity and Fiscal Responsibility Act Hearing in consideration of the issuance of tax-exempt bond financing by the California Statewide Communities Development Authority on behalf of Westview House, LP, for the benefit of Westview House Apartments to finance the acquisition, construction, improvement, and equipping of the Project, an 85-unit multifamily rental housing project located at 2530 & 2534 Westminster Avenue, Santa Ana, California (APNs 198-132-21 and 198-132-23). 7. Adopt a resolution approving the issuance of revenue bonds by the California Statewide Communities Development Authority in an amount not to exceed $45,000,000 for the purpose of financing the acquisition, construction, improvement and equipping of the Westview House affordable housing project located at 2530 & 2534 Westminster Avenue, Santa Ana, CA 92701 (APNs 198- 132-21 and 198-132-23). EXECUTIVE SUMMARY On April 7, 2020, the City Council approved an award of $3,904,341 in funding for the development of the Westview House affordable housing project located at 2530 & 2534 Westminster Avenue by Community Development Partners. The Westview House project will have 84 new affordable units and 1 manager's unit, with 58 three- and four -bedroom units for large families, and 26 one- and two -bedroom affordable units for persons experiencing homelessness. A total of 75 percent of the units will be set aside for extremely low-income households at 30-percent Area Median Income. After two years of predevelopment in which Community Development Partners worked with staff to secure all of their remaining sources of financing in their capital stack as a condition of the City's award of funds, staff is now returning to the City Council for approval of their three Loan Agreements. In addition, staff is also recommending approval of a Subordination Agreement to subordinate the City's three Loan Agreements to a senior loan from Umpqua Bank; a future Subordination Agreement with the State of California Department of Housing and Community Development; and a resolution for the issuance of revenue bonds. DISCUSSION On April 7, 2020, the City Council authorized the City Manager to execute a pre - commitment letter with Community Development Partners ("CDP") and Mercy House Community Housing Development Organization ("Mercy House CHDO") for $3,904,341 in affordable housing funds consisting of $2,003,705 in HOME Investment Partnerships Program funds, $1,514,113 in Inclusionary Housing funds, and $386,523 in Rental Rehabilitation Program funds for the development of the Westview House affordable City Council 39 — 2 5/17/2022 Affordable Housing Project at 2530 & 2534 Westminster Avenue May 17, 2022 Page 3 housing project located at 2530 and 2534 Westminster Avenue, Santa Ana, CA 92701 (APNs 198-132-21 and 198-132-23). The staff report from April 7, 2020 is attached as Exhibit 1 and the pre -commitment letter is attached as Exhibit 2. After the City Council approves a pre -commitment of funding for an affordable housing project, it takes a substantial amount of time for a developer to secure their remaining sources of financing in their capital stack. The majority of large multi -family affordable housing projects require Low -Income Housing Tax Credits which are very competitive for the higher value 9-percent Tax Credits with only two application deadlines a year and more difficult to finance with the lower -value 4-percent Tax Credits. In this case, Community Development Partners applied for various other sources of financing through the County of Orange, Orange County Housing Finance Trust, and 4-percent Tax Credits. After two years since Community Development Partners received a commitment of funding from the City, Community Development Partners is prepared to close on their financing and begin construction of the project. In order for Community Development Partners to develop Westview House and in accordance with the pre -commitment letter approved by the City Council on April 7, 2020, staff is recommending approval of a Loan Agreement for $2,003,705 in HOME Investment Partnerships Program funds, a Loan Agreement for $1,514,113 in Inclusionary Housing funds, a Loan Agreement for $386,523 in Rental Rehabilitation Program funds, a Subordination Agreement with Umpqua Bank as the senior lender, and a resolution for the issuance of revenue bonds, for the development of the Westview House affordable housing project ("Project") located at 2530 and 2534 Westminster Avenue, Santa Ana, CA 92701. Loan Agreement — HOME Investment Partnerships Program Funds The HOME Investment Partnerships Program Loan Agreement is attached as Exhibit 3. The following loan terms are incorporated into the Loan Agreement: • Borrower: Westview House LP • Loan Amount: $2,003,705 principal amount from the HOME Investment Partnerships Program (the "HOME Program") • Interest Rate: 3% simple interest per year • Term: fifty-five (55) years from the date of issuance of the Certificate of Completion for the Project. • Terms of Repayment: Repaid from fifty percent (50%) of residual receipts (pro- rata with payments due in connection with other financing provided) calculated by taking the Annual Project Revenues from the Property for each year, less deductions for Annual Operating Expenses. • Disbursement Schedule/Budget: 90 percent of the funds will be disbursed upfront for the construction, with a 10 percent contingency. $100,000 of the $2.50 million Developer Fee will be contributed to a surrounding community benefit. City Council 39 — 3 5/17/2022 Affordable Housing Project at 2530 & 2534 Westminster Avenue May 17, 2022 Page 4 Selection of Tenants: Community Development Partners shall give preference in leasing units to residents that live and/or work in the City of Santa Ana. The Loan Agreement has been signed by Community Development Partners to acknowledge their acceptance of the terms. Loan Agreement — Inclusionary Housing Funds and Rental Rehabilitation Program Funds The Inclusionary Housing Loan Agreement is attached as Exhibit 4 and the Rental Rehabilitation Program Loan Agreement is attached as Exhibit 5. All of the loan terms are the same as the HOME Loan Agreement above except for the Loan Amounts below: • Loan Amount: $1,514,113 principal amount from the Inclusionary Housing fund o Disbursement Schedule/Budget: 90 percent of the funds will be disbursed upfront for the construction, with a 10-percent contingency. Four hundred thousand dollars ($400,000) of the loan proceeds will be set -aside as a "City -Controlled Contingency Allowance." Any funds remaining in the Contingency Allowance at the end of construction must be utilized for a surrounding community benefit. In addition, $100,000 of the $2.50 million Developer Fee will be contributed to a surrounding community benefit.. • Loan Amount: $386,523 principal amount from the Rental Rehabilitation Program fund The Loan Agreements have been signed by Community Development Partners to acknowledge their acceptance of the terms. Subordination Agreements Regarding the Subordination Agreement with Umpqua Bank, the City's total loans for this project is equal to $3,904,341, compared to Umpqua Bank's larger loan of $40,200,000. As a subordinate loan for a large affordable housing project such as this, it is standard practice for a private market senior lender to request a Subordination Agreement for the City's smaller loans in order to permit the senior lender to complete their underwriting and commit their private market financing. The Subordination Agreement will ensure the senior lender will be paid back before the City's loan. The Subordination Agreement is attached as Exhibit 6. Regarding the future Subordination Agreement with the State of California Department of Housing and Community Development (HCD), HCD requires the City as a subordinate government lender to enter into a Subordination Agreement. HCD's loan will be disbursed at the permanent loan conversion when the project is complete. Therefore, HCD has not prepared this Subordination Agreement at this time and it will be provided after the project is complete. Regarding the future Subordination Agreement with Citibank, Citibank is the permanent lender and will be purchasing the construction loan from Umpqua Bank. At that point, Citibank will be requesting the City to enter into a Subordination Agreement to subordinate the City's three loans to Citibank's permanent loan. City Council 39 — 4 5/17/2022 Affordable Housing Project at 2530 & 2534 Westminster Avenue May 17, 2022 Page 5 Regarding the future Subordination Agreement with the County of Orange, the County is seeking approval from the Board of Supervisors to subordinate the County's loan to the City's loans. If the Board of Supervisors does not approve the request, the City will be required to subordinate our loans to the loans from the County of Orange. Project Description The project includes 84 new affordable units and 1 manager's unit, with 58 three- and four - bedroom affordable units, and 26 one- and two -bedroom affordable units. A total of 75 percent of the units will be set aside for extremely low-income households at 30-percent Area Median Income. The three- and four -bedroom units will be designated for large families, while the one- and two -bedroom units will be designated as permanent supportive housing (PSH) for persons experiencing chronic homelessness and mental illness. The project consists of two buildings that are four stories each, with a series of courtyards and public open space. The larger massing is located on Westminster Avenue and tiered lower to the South. The building architecture is modestly contemporary, responding to the commercial conditions of the boulevard, while providing a comfortable environment for residents. Much of the street facing ground floor is occupied by resident amenities, as well as spaces for service providers and community partners. The indoor amenities and most apartment homes are oriented around a series of courtyards with a mix of balconies, patios, and decks engaging the common outdoor spaces. The amenities in the project include a community room, community kitchen, laundry room, computer room, pocket park, picnic/BBQ area, and a tot lot. Resident Services Mercy House will coordinate the delivery of all services including those committed through the Orange County Health Care Agency. A comprehensive range of services will be offered to assist residents achieve and maintain self-sufficient, healthy and purposeful lives. Working under a Housing First and "Whatever it Takes" philosophy, Mercy House staff utilizes strategies from an array of evidence -based models and practices to ensure residents have access to all required services. The project will provide a full suite of on -site client -centered services for the PSH residents that support wellness, recovery and resiliency to adults diagnosed with a serious and persistent mental illness who are homeless. A Residential Clinical Services Coordinator will ensure that a Supportive Services Plan is enacted for all PSH units and residents have access to needed services to maintain housing, a sense of community and quality of life. Lastly, Mercy House will provide wrap -around services and coordination to activate the community amenity spaces on site to meet the needs of all residents. Community Inclusion As part of the development process, the development team has engaged local partners to determine suitable housing types and services, and to identify ideal partners for City Council 39 — 5 5/17/2022 Affordable Housing Project at 2530 & 2534 Westminster Avenue May 17, 2022 Page 6 implementing the project. This engagement has included extensive communications with the United Way of Orange County, Orangewood Foundation and Samueli Academy. The project will include a public pocket park oriented toward the neighborhood, providing a much -needed community asset. The nearest publicly accessible open space, Edna Park, is over one-third of a mile away from the project site and requires traversing multiple major thoroughfares. This pocket park will provide neighbors essential public open spaces, along with play equipment and a picnic area. Along with the new public park, the development and design team will engage local residents to collaboratively develop community -enhancing projects. Additional opportunities for neighborhood initiatives include tree planting, painting a community mural, or holding a neighborhood event. City Fabrick, the nonprofit design studio, has extensive experience working with residents to select, design, and implement community projects. Further, CDP will provide $100,000 of their developer fee to a public benefit. The development team will work with local businesses to enhance access and connections between the project, its residents, the surrounding neighborhood, and the nearby commercial centers. Recognizing that the nearby commercial centers collectively provide essential daily needs including groceries, self -care, and professional services, within walking distance for residents of the project, and the surrounding residential neighborhood, improving pedestrian access would benefit local residents and businesses alike. This will include identifying means to enhance safety at the corner of Fairview Street and Westminster Avenue, as well as determine ways to establish pedestrian connections between the project site and commercial center to the east. Parking The site plan includes 144 surface parking spaces, of which a portion of the spaces will be tandem spaces assigned to the three -bedroom and four -bedroom apartments. The City allows tandem parking. In terms of the parking ratio, 1.0 parking space per PSH unit and 2.0 parking spaces per family unit is planned for a total parking ratio of 1.7 overall. Typically, PSH units are developed with a ratio of .50 parking space per dwelling unit. The ratio of 1.0 parking space per PSH unit is higher than the industry standard of .50 parking space per PSH unit and will provide additional parking capacity in the event many of the formerly homeless residents secure employment and vehicles. Residents will not be charged for parking. Unit Mix The target population for Westview House includes large families and special needs homeless individuals with a local preference for residents of the Santa Ana community. Within the project's census block, 61 percent are renter -households with a per capita income far below that which would be required to adequately house a family within market rate rentals in the area. To support these families, the project was designed with 58 three- and four -bedroom units. A total of 61 of the project units (75 percent) are reserved for extremely low-income individuals and families at or below 30 percent of the Area Median Income City Council 39 — 6 5/17/2022 Affordable Housing Project at 2530 & 2534 Westminster Avenue May 17, 2022 Page 7 (AMI), with the remainder of the units at 60-perecent AMI. There are 26 of the project units (30 percent) also specifically designated for permanent supportive housing for persons who are experiencing chronic homelessness. The proposed unit mix and rent restrictions are as follows: Bedroom Size 30% AMI PSH 30% AMI 60% AMI Manager's Unit Total Units One -Bedroom 23 23 Two -Bedroom 3 1 4 Three -Bedroom 21 13 34 Four -Bedroom 16 8 24 TOTAL 26 37 21 1 85 TEFRA Hearing and Resolution In order for an affordable housing project to receive tax-exempt financing, federal tax law requires that the project hold a Tax Equity and Fiscal Responsibility Act (TEFRA) Hearing prior to the issuance of the bonds. On April 7, 2020, the City Council approved a pre - loan commitment of $3,904,341 in affordable housing funds and 26 project -based vouchers to develop the Project. On December 8, 2022, the Project was awarded 4- percent tax credits from the California Tax Credit Allocation Committee and bond allocation from the California Debt Limit Allocation Committee. Community Development Partners has requested that the California Statewide Communities Development Authority ("CSCDA" or the "Authority") adopt a plan of financing providing for the issuance of one or more series of revenue bonds issued from time to time, in one or more series from time to time, in an aggregate principal amount not to exceed $45,000,000 (the "Bonds") for the acquisition, construction, improvement and equipping of a 85-unit multifamily rental housing project located at 2530 & 2534 Westminster Avenue, Santa Ana, California, generally known as Westview House Apartments. However, in order for all or a portion of the Bonds to qualify as tax-exempt bonds, the City of Santa Ana must conduct a public hearing (the "TEFRA Hearing") providing for the members of the community an opportunity to speak in favor of or against the use of tax- exempt bonds for the financing of the Project. Following the close of the TEFRA Hearing, an "applicable elected representative" of the governmental unit hosting the Project, in this case the City, must provide its approval of the issuance of the Bonds by the Authority for the refinancing of the Project by adopting a Resolution (Exhibit 7). The bonds to be issued by the Authority are the sole responsibility of the borrower. The City has no financial or legal liability for the project or repayment of the bonds and does not constitute any type of indebtedness for the City. In addition, this TEFRA Hearing and the adoption of the Resolution shall not obligate the City or any department thereof to (i) provide any financing to acquire or construct the Project or any refinancing of the Project; (ii) approve any application or request for or take any other action in connection with any City Council 39 — 7 5/17/2022 Affordable Housing Project at 2530 & 2534 Westminster Avenue May 17, 2022 Page 8 planning approval, permit or other action necessary for the acquisition, construction, rehabilitation, installation or operation of the Project; (iii) make any contribution or advance any funds whatsoever to the Authority; or (iv) take any further action with respect to the Authority or its membership therein. In general, this action by the City of Santa Ana will not obligate the City or any department thereof to undertake any discretionary action related to the development of the project. California Statewide Communities Development Authority CSCDA is a joint powers authority sponsored by the League of California Cities ("League") and the California State Association of Counties ("CSAC"). CSCDA was created by the League and CSAC in 1988 to enable local FISCAL IMPACT Funds for the HOME Investment Partnerships Program Loan Agreement in the amount of $1,803,334.50 (90 percent of the original award amount) are available in the HOME Investment Partnerships Program, Loans and Grants account (no. 13018780-69152) for expenditure in the current fiscal year. The remaining $200,370.50 (10%) will be budgeted and included in the FY 2022-23 annual budget. Funds for the Inclusionary Housing Loan Agreement in the amount of $1,362,701.70 (90% of the original award amount) are available in the Inclusionary Housing Fund, Loans and Grants account (no. 41718820-69152) for expenditure in the current fiscal year. The remaining $151,411.30 (10%) will be budgeted and included in the FY 2022-23 annual budget. Funds for the Rental Rehabilitation Program Loan Agreement in the amount of $347,870.70 (90% of the original award amount) are available in the Rental Rehabilitation Program, Loans and Grants account (no. 14518760-69152) for expenditure in the current fiscal year. The remaining $38,652.30 (10%) will be budgeted and included in the FY 2022-23 annual budget. The City received a payment of $896.78 to hold a TEFRA Hearing for this project that was deposited into Account no. 01102002- 53902. EXHIBIT(S) 1. Staff Report from April 7, 2020 2. Pre -Commitment Letter 3. HOME Investment Partnerships Program Loan Agreement 4. Inclusionary Housing Loan Agreement 5. Rental Rehabilitation Program Loan Agreement 6. Subordination Agreement with Umpqua Bank 7. TEFRA Resolution Submitted By: Steven Mendoza, Assistant City Manager Approved By: Kristine Ridge, City Manager City Council 39 — 8 5/17/2022 EXHIBIT 2 MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Villegas COUNCILMEMBERS Phil Bacerra Cecilia Iglesias David Penaloza Vicente Sarmiento Jose Solorio INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL April 7, 2020 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY 20 Civic Center Plaza - M25 • P O Box 1988 Santa Ana, California 92702 www.santa-ana.org (714)657-5360 Kyle Paine Community Development Partners 3416 Via Oporto, Suite 301 Newport Beach, CA 92663 Larry Haynes Executive Director Mercy House Living Centers CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Daisy Gomez Re: Westview House 2530 and 2534 Westminster Avenue, Santa Ana, CA 92701 Pre -Commitment Letter for Inclusionary Housing Funds Loan, HOME Loan, HOME CHDO Loan, and Rental Rehabilitation Program Loan Dear Messrs. Paine and Haynes: Community Development Partners ("CDP"), in partnership with Mercy House Community Housing Development Organization ("Mercy House CHDO") (collectively referred to as the "Developel '), requested financial assistance in connection with the proposed development of an eighty-five (85) unit affordable housing complex, with eighty-four (84) units restricted to extremely -low income and very -low income households, to be located at 2530 and 2534 Westminster Avenue, Santa Ana, CA 92701 (APNs 198-132-21 and 198-132-23) ("Project"). The Project site is located along Westminster Avenue, near North Fairview Street. The Project site is on two (2) contiguous undeveloped parcels and is currently zoned for general commercial. The Project will require a zone change and amendment to the current land -use, among other potential discretionary actions to be determined by the City's Planning and Building Agency. The City of Santa Ana ("City") has reviewed the Developer's request for assistance, and at the City Council meeting on April 7, 2020, the City Council authorized and approved City Council 39 — 9 5/17/2022 Miguel A Pulido Juan Villegas Vicente Sarmiento David Penaloza Jose Solono Phil Bacerra Cecilia Iglesias Mayor Mayor Pro Tem. Ward 5 Ward 1 Ward 2 Ward 3 Ward 4 Ward 6 mpulido(rD sAna-ana oro mlleoas,8santaana proysannienlo(pisanla-ana org dDenaIQza65)sant"na org Isolonocd)santa-anaorg yWcerra(rDsanla-ana.org ciglesias(asanta-ana. Oro EXHIBIT 2 Page 12 issuance of this pre -commitment letter evidencing the preliminary award of $3,904,341 in affordable housing funds consisting of (collectively, the "City Assistance"): - A loan in the maximum amount of $1,514,113 from the Inclusionary Housing Fund held by the City for the Project ("Inclusionary Loan"); - A loan in the maximum amount of $1,412,643 from the HOME Investment Partnerships Program ("HOME") funds held by the City for the Project ("HOME Loan"); - A loan in the maximum amount o Housing Development Organization Project ("HOME CHDO Loan"); and, $591,062 from the HOME Community ("CHDO") funds held by the City for the - A loan in the maximum amount of $386,523 from the Rental Rehabilitation Program held by the City for the Project ("RRP Loan"). 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. City Assistance: The amount of the proposed City Assistance 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 City Assistance shall include the following loan terms: • The Inclusionary Loan shall be for a maximum principal amount of $1,514,113, or as much thereof as is disbursed for hard and soft costs in constructing the Project, provided from the Inclusionary Housing Fund. • The HOME Loan and HOME CHDO Loan shall be for a maximum principal amount of $2,003,705, or as much thereof as is disbursed for hard and soft costs in constructing the Project, provided from HOME funds. • The RRP Loan shall be for a maximum principal amount of $386,523, or as much thereof as is disbursed for hard and soft costs in constructing the Project, provided from RRP funds. • 3% simple interest per annum. City Council 39 — 10 5/17/2022 EXHIBIT 2 Page 13 • Repayment' from 50% 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 Agreement), with the remaining 50% to be disbursed to the Developer. o Any repayments to the soft loans must be based on the pro rata share of all the soft loan balances (the same as the residual receipts splits). The Developer will request a different term for their Rising Tide Loan to match the other terms of their soft debt. 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 agrees to review the performance of the Property and consider in good faith any reasonable request by Developer to modify the terms or extend the term of the City Promissory Notes. Additionally, the City will receive 50% 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 developerfee and establishment of any reserves and transaction costs. • Cost savings from the Project, if any, will be applied first to pay down the City Assistance, 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. • An environmental review in compliance with the National Environmental Policy Act is required prior to entering into a Loan Agreement for the 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 nine (9) units in the Project as HOME assisted -units per the following preliminary unit mix: • Three (3) one -bedroom units; • One (1) two -bedroom unit; • Three (3) three -bedroom units; and, • Two (2) four -bedroom units. As least 20% of the HOME designated units must be designated as Low HOME units. This equates to two (2) Low HOME units based on a nine (9) unit HOME requirement. One (1) of the one -bedroom units and one (1) of the four -bedroom units will be designated as the Low HOME units. The remainder of the HOME designated units can be restricted City Council 39 — 11 5/17/2022 EXHIBIT 2 Page 14 as High HOME units. This is subject to change based upon a final HOME Cost Allocation Analysis to be completed after the HOME Subsidy Layering Review has been performed. 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 commitment of affordable housing funds from the County of Orange or State of California, Section 8 project -based vouchers from the Orange County or Santa Ana Housing Authority, or any other funding source needed in the Project's capital stack to develop the Project and close on the financing, before staff will return to the City Council for consideration of the Loan Agreements for the City Assistance. At least 75% of the affordable units (less one (1) manager's unit) in the Project will be restricted to extremely low-income households at 30% of the Area Median Income. The Project consists of twenty-six (26) permanent supportive housing units for chronically homeless individuals and families. All individuals and families shall be referred from the Orange County Coordinated Entry System, and preference should be given to residents of the City of Santa Ana based upon: o Proof of strong ties to the community, to include current residency of an immediate family member — mother, father, sibling, or grandparent in the City of Santa Ana; o Proof that the individual attended a K-12 school in Santa Ana; o Proof that the individual resided on property zoned for residential use in Santa Ana and the individual was on the lease and/or paid utilities necessary for legal use of the property for residential purposes; or o Knowledge — either first-hand or recorded — by the Santa Ana Police Department that the individual has been a member of the Santa Ana homeless community. • The rent standards for the Project must comply with the strictest of the standards imposed by TCAC and the 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 most recently adopted Affordable Housing Funds Policies and Procedures, unless alternative requirements are expressly provided in the executed Loan Agreements for the City Assistance or any other documents related to the development of the Project. City Council 39 — 12 5/17/2022 EXHIBIT 2 Page 15 • Approval of all required entitlements and discretionary actions, to allow the construction of an 85-unit affordable housing complex to be located at 2530 and 2534 Westminster Avenue, Santa Ana, CA 92706, (APNs 198-132-21 and 198- 132-23). • The City's obligation to provide the City Assistance is and shall remain subject to all covenants, conditions, and restrictions set forth in the Loan Agreements, and in particular the 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 Loan documents evidencing the City Assistance by the City Council including the Loan Agreement(s), Promissory Note(s), Affordability Restrictions and Deed(s) of Trust. • $400,000 of the City's financial assistance will be set -aside as a City -controlled contingency allowance. The City must approve any disbursements from this contingency allowance. Any funds remaining in the contingency allowance at the end of construction must be utilized for a surrounding community benefit at the City's sole discretion, within the guidelines for allowable uses pursuant to the funding source. • $100,000 of the $2.5 million Developer Fee will be contributed to a surrounding community benefit, within the guidelines for allowable uses pursuant to the funding source. Any additional contribution will be allocated from the remainder of the City - controlled contingency allowance. The City is requiring that any amount of the Developer Fee above $2.5 million to be contributed as Developer Equity. This amount is currently estimated at $1.43 million, or 36% of the total Developer Fee. The Developer Equity should have the following terms: o The Developer Equity will not be secured by a promissory note; o The Developer Equity may only be repaid from the Developer's share of the Project's residual receipts; and o Any portion of the Developer Equity that is not repaid from the Developer's share of the Project's residual receipts may only be repaid upon sale or transfer of the property after the City Loans are repaid in full. • Given that HUD severely limits the restructuring that can occur during the HOME affordability period (e.g. refinancing), the Developer's senior permanent loan term should be at least 20 years. The Developer will request a longer term permanent loan from their senior lender. • Compliance with California Health and Safety Code and applicable regulations set forth in Section 34176. City Council 39 — 13 5/17/2022 EXHIBIT 2 gag( 16 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 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 April 7, 2022. 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 (ab-santa-ana.orq. Sincerely, On behalf of the City of Santa Ana: �i Kristine Ridge City Manager Attest: Daisy Gomez Clerk of the Council RECOMMENDED FOR APPROVAL: !n-- ' A-_ Steven A. Mendoza Executive Director Community Development Agency City Council 39 — 14 5/17/2022 EXHIBIT 3 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 6103 & 27383 When Recorded Mail to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council SPACE ABOVE THIS LINE FOR RECORDING USE FREE RECORDING REQUESTED [Government Code Section 6103] HOME LOAN AGREEMENT by and between the CITY OF SANTA ANA Westview House LP a California limited partnership (2530 & 2534 Westminster Avenue, Santa Ana, California) Dated: May 26, 2022 City Council 39 — 15 5/17/2022 EXHIBIT 3 TABLE OF CONTENTS Section 1. DEFINITIONS AND INTERPRETATION................................................. 2 1.1. Defined Terms.................................................................................................... 2 1.2. Singular and Plural Terms.................................................................................... 8 1.3. References and Other Terms................................................................................ 8 1.4. Exhibits Incorporated........................................................................................... 8 Section 2. [RESERVED]............................................................................................... 8 Section 3. SCOPE OF WORK/ PROJECT BUDGET .................................................. 8 Section 4. [RESERVED]............................................................................................... 9 Section5. LOANS......................................................................................................... 9 Section 6. CONDITIONS TO DISBURSEMENT OF LOAN PROCEEDS ................ 9 Section 7. AFFORDABILITY REQUIREMENTS, USE AND MAINTENANCE OF THE PROPERTY....................................................................................... 14 Section 8. RESERVED................................................................................................ 20 Section 9. GENERAL PROVISIONS AND WARRANTIES .................................... 20 Section 10. CONDITIONS FOR CONSTRUCTION ................................................ 24 Section 11. FEDERAL (HOME PROGRAM) COVENANTS ................................. 26 Section 12. MAINTENANCE, MANAGEMENT, OPERATION, PRESERVATION AND REPAIR OF PROPERTY............................................................. 32 Section 13. NONDISCRIMINATION COVENANTS .............................................. 34 Section 14. ENVIRONMENTAL MATTERS.......................................................... 35 Section 15. OTHER AFFIRMATIVE COVENANTS .............................................. 36 Section 16. OTHER NEGATIVE COVENANTS..................................................... 38 Section 17. CERTIFICATE OF COMPLETION...................................................... 39 Section 18. INDEMNIFICATION............................................................................. 39 Section 19. INSURANCE, CASUALTY AND CONDEMNATION ....................... 42 Section 20. DEFAULTS AND REMEDIES.............................................................. 46 Section 21. MISCELLANEOUS................................................................................ 49 i ail 39 — 16 5/17/2022 City OME Loan Agreement EXHIBIT 3 LOAN AGREEMENT HOMEPROGRAM THIS LOAN AGREEMENT (the "Agreement") dated, for identification purposes only, as of May 17, 2022, is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation (referred to herein as "City") and Westview House LP, a California limited partnership (referred to herein as "Developer"), with reference to the following: RECITALS: A. City has received an allocation of funds from the United States Department of Housing and Urban Development ("HUD") under the HOME Investment Partnerships Program (the "HOME Program") (42 U.S.C. §12701, et seq.,) to be used in accordance with applicable statutory requirements and regulations (the "HOME Regulations") (24 CFR Part 92); B. At least 15% of the City's annual allocation of HOME Program funds is reserved for Community Housing Development Organizations (the "HOME Program CHDO funds"), and Mercy House CHDO, Inc. has been certified by the City on February 7, 2017 and is in good standing as a Community Housing Development Organization (CHDO); C. Developer is the owner of that certain property commonly known as 2530 and 2534 Westminster Avenue, within the City of Santa Ana, California, and legally described in Exhibit A attached hereto (the "Property"). The loans referenced herein shall assist in the acquisition and new construction of said Property for a multifamily residential housing development. D. Westview Mercy House CHDO, LLC, the managing general partner of the Developer, is wholly owned by Mercy House CHDO, Inc., which is on the City's Approved List of Community Housing Development Organizations and has been certified and approved to utilize HOME Program CHDO funds. E. In furtherance of the HOME Program, Developer has applied to the City for a loan with which to: 1. provide deeper affordability for a longer term, as well as acquire and construct the Property, and 2. thereafter to maintain, operate and professionally manage the Property as decent, safe, sanitary and affordable rental housing. F. City, on certain terms and conditions, desires to make such loan to Developer in order to make possible the acquisition and construction of the Property, to expand the supply of decent, safe, sanitary and affordable housing. 1 ouncil 39 — 17 5/17/2022 City OME Loan Agreement EXHIBIT 3 G. If there is any discrepancy between Federal and State guidelines with regard to any of the terms and conditions contained herein, the more stringent shall apply. H. This Agreement and all of its attachments shall be enforceable by City in accordance with the terms thereof. Each of the Agreement, the Affordability Restrictions on Transfer of Property, the City/HOME Loan Note and the City/HOME Loan Deed of Trust provide a means of enforcement by the City if Developer is in breach of its obligations hereunder and thereunder, including liens on the Property, use and deed restrictions and covenants running with the land [24 CFR 92.504 (c) (13)]. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, City and Developer agree as follows: Section 1. DEFINITIONS AND INTERPRETATION 1.1. Defined Terms. All capitalized terms used herein, including, without limitation, in the Recitals above and in all other Loan Documents, unless otherwise expressly defined, are defined where first used in this Agreement and/or as set forth in this Section 1. "Affordable Housing" means housing operated in accordance with the requirements of 24 CFR 92.252 and the rents governed by HUD. "Affordability Period" means the period beginning upon the issuance of the Certificate of Completion and ending on the date which is fifty-five (55) years after the issuance of the Certificate of Completion during which the Affordability Restrictions on Transfer of Property remain in effect. "Affordability Restrictions on Transfer of Property" means that certain document affecting real property benefiting the City, attached hereto as Exhibit F. "Affordable Rent" means the monthly rents that are set forth in more detail in Section 7 of this Agreement. "Building Permit" means the building permit(s) issued by City and required for the construction, if any. "Business Day" means any Monday, Tuesday, Wednesday, Thursday or Friday on which Santa Ana City Hall is open to the public to conduct City affairs. "Calendar Year" means each consecutive twelve (12) month period from January 1 to December 31. "Certificate of Completion" has the meaning set forth in Article 17. "City" means the City of Santa Ana, California, a charter city and municipal corporation. 2 it 39 — 18 5/17/2022 City OME Loan Agreement EXHIBIT 3 "City/HOME Loan" means the loan to be made to Developer by City from HOME funds pursuant to Article 5 of this Agreement. "City/HOME Loan Deed of Trust" means the deed of trust encumbering the Property, in the form attached hereto as Exhibit D, to be executed by Developer pursuant to Section 5.13.2 in order to secure the City/HOME Loan Note. "City/HOME Loan Note" means that certain promissory note in the original principal amount of $2,003,705, in the form attached hereto as Exhibit E, to be executed by Developer in favor of City to evidence the obligation of Developer to repay the City/HOME Loan. "Close of Escrow" shall mean the date upon which the City/HOME Loan Deed of Trust is recorded in the Official Records of the County. "Closing Statement" means the final statement of Developer's Escrow account for the purchase and sale of the Property pursuant to the Purchase Contract. "Construction Period" means the period of time commencing with the Close of Escrow and ending on the Conversion Date. "Conversion Date" means the date on which the Senior Construction Loan is repaid in full and the Senior Permanent Loan is disbursed to Borrower. "County" means the County of Orange, California. "Developer" means Westview House LP, a California limited partnership, its successors and assigns. "Developer's Representative" shall mean the President of the Sole Managing Member of the Administrative General Partner or his/her designee. "Escrow Holder" means Fidelity National Title, 18500 Von Karman Avenue, Suite 600, Irvine, CA 92612. "Event of Default" has the meaning set forth in Section 20.1. "Executive Director" means the Executive Director of the Community Development Agency, or his/her designee. "Extremely Low Income" means an adjusted income that does not exceed thirty percent (30%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. it 39 — 19 5/17/2022 CityOME Loan Agreement EXHIBIT 3 "General Partner(s)" means the General Partner(s) of Developer, Westview Mercy House CHDO LLC (the "Managing General Partner"), Westview House CDP LLC (the "Administrative General Partner"), and their respective successors and assigns. "Governmental Authority" means any governmental or quasi governmental agency, board, bureau, commission, department, court, administrative tribunal or other instrumentality or authority, and any public utility. "Hazardous Materials" means any flammable materials, explosives, radioactive materials, hazardous wastes, toxic substances and similar substances and materials, including all substances and materials defined as hazardous or toxic wastes, substances or materials under any applicable law, including without limitation the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et sue., and the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601, et seq., as amended including: (i) poses a hazard to the Project or to persons on the Project or (ii) causes the Project to be in violation of any Hazardous Substance Law; (iii) asbestos in any form; (iv) urea formaldehyde foam insulation; (v) transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls; (vi) radon gas; (vii) any chemical, material, or substance defined as or included in the definition of "hazardous substance," "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," or "toxic substances" or words of similar import under any applicable local, state, or federal law or under the regulations adopted or publications promulgated pursuant to those laws, including, but not limited to, any Hazardous Substance Law, Code of Civil Procedure § 564, as amended from time to time, Code of Civil Procedure § 726.5, as amended from time to time, Code of Civil Procedure §736, as amended from time to time, and Civil Code § 2929.5, as amended from time to time; (viii) any other chemical, material, or substance, exposure to which is prohibited, limited, or regulated by any governmental authority or which may pose a hazard to the health and safety of the occupants of the Project or the owners or occupants of property adjacent to or surrounding the Project, or any other person coming on the Project or any adjacent property; and (ix) any other chemical, material, or substance that may pose a hazard to the environment flammable materials, explosives, radioactive materials, hazardous wastes, toxic substances and similar substances and materials, including all substances and materials defined as hazardous or toxic wastes, substances or materials under any applicable law, including, without limitation the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et. seq., as amended. "Hazardous Substance Law" means any federal, state, or local law, ordinance, regulation, or policy relating to the environment, health, and safety, any Hazardous Materials (including, without limitation, the use, handling, transportation, production, ftnil 39 — 20 5/17/2022 CityiOME Loan Agreement EXHIBIT 3 disposal, discharge, or storage of the substance), industrial hygiene, soil, groundwater, and indoor and ambient air conditions or the environmental conditions on the Project, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 [42 USCS §§ 9601 et seq.], as amended from time to time; the Hazardous Substances Transportation Act [49 USCS §§ 1801 et seq.], as amended from time to time; the Resource Conservation and Recovery Act [42 USCS §§ 6901 et seq.], as amended from time to time; the Federal Water Pollution Control Act [33 USCS §§ 1251 et seq.], as amended from time to time; the Hazardous Substance Account Act [Health and Safety Code §§ 25300 et seq.], as amended from time to time; the Hazardous Waste Control Law [Health and Safety Code §§ 25100 et seq.], as amended from time to time; the Medical Waste Management Act [Health and Safety Code §§ 25015 et seq.], as amended from time to time; and the Porter -Cologne Water Quality Control Act [Water Code §§ 13000 et seq.], as amended from time to time. "HOME Compliance Period" is for a period of twenty (20) years from the issuance of the Certificate of Completion. "HOME Program" has the meaning set forth in Recital "A" above. "HOME Regulations" has the meaning set forth in Recital "A" above and summarized in Exhibit G. "HUD" means the United States Department of Housing and Urban Development and any successors or assigns thereof. "Improvements" means all improvements and fixtures now and hereafter comprising any portion of the Property, including, without limitation, landscaping, trees and plant materials; and offsite improvements (including, without limitation, streets, curbs, storm drains, and adjacent street lighting). "Indemnitees" has the meaning set forth in Section 14.5. "Laws" means all statutes, laws, ordinances, regulations, orders, writs, judgments, injunctions, decrees or awards of the United States or any state, county, municipality or other Governmental Authority. "Lien" means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any lien or security interest). "Limited Partner" means the Tax Credit Investor and any other Limited Partner(s) or Special Limited Partner(s) of Developer, and their successors and assigns. "Loan Documents" means, collectively, this Agreement, the City/HOME Loan Note, the City/HOME Loan Deed of Trust, the Affordability Restrictions on Transfer of Property, and any other agreement, document, or instrument that the City requires in S ouncil 39 - 21 5/17/2022 CityOME Loan Agreement EXHIBIT 3 connection with the execution of this Agreement or from time to time to effectuate the purposes of this Agreement. "Low Income" means an adjusted income that does not exceed eighty percent (80%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. "Median Income for the Area" means the median income for the Orange County, California PMSA as most recently determined by HUD. Also may be referred to interchangeably in the Loan Documents as "Area Median Income" or "AMP'. In the event that such income determinations are no longer published, or are not updated for a period of at least eighteen (18) months, the City shall provide the Developer with other income determinations which are reasonably similar with respect to methods of calculation to those previously published by HUD and the State. "Operating Reserves" shall mean reserves maintained during the Term of Agreement and funded out of Residual Receipts, loan advances, equity, or other sources and set aside for taxes and assessments, insurance premiums, operating expenses, and debt service. Operating Reserves shall not exceed the amount required to pay three (3) months of operating expenses and three (3) months of mandatory debt service, or such higher amount required by a project lender or by the Tax Credit Investor. "Partnership Agreement" means the Agreement of Amended and Restated Agreement of Limited Partnership of Borrower, dated as of May 1, 2022, as said Partnership Agreement may be amended from time to time. "Permitted Encumbrances for the Affordable Housing Restrictions" means, collectively, the Senior Loan Deed of Trust and all other title exceptions and limitations with respect to the Property hereafter approved by the Executive Director in writing. "Permitted Encumbrances for the City Loan Deed of Trust" means, collectively, the Senior Loan Deed of Trust and all other title exceptions and limitations with respect to the Property hereafter approved by the Executive Director in writing. "Project" means the acquisition and construction of the Property by Developer pursuant to this Agreement. "Project Budget" means the line -item budget for the Project attached hereto as Exhibit C, as modified from time to time in accordance with this Agreement. "Project Costs" means all costs of any nature incurred in connection with the Project in accordance with generally accepted accounting principles. "Property" means the Property that is located at 2530 and 2534 Westminster Avenue, within the City of Santa Ana, and is more fully described in the "Legal Description" of the Property attached hereto as Exhibit A and incorporated herein by reference. 6 it 39 — 22 5/17/2022 City OME Loan Agreement EXHIBIT 3 "Replacement Reserves" shall mean reserves maintained during the Term of Agreement and funded out of Residual Receipts, loan advances, equity, or other sources and set aside for replacement of roofing, furniture, fixtures, equipment and other capital expenditures. The annual amount set aside for Replacement Reserves shall be a minimum of two hundred fifty dollars ($250) per unit but shall not exceed five hundred dollars ($500) per unit and may increase by 3% per year, or such higher amount as may be required by the Tax Credit Investor or the Senior Lender and approved by City (such approval not to be unreasonably withheld or delayed). "Residual Receipts" has the meaning set forth in the City/HOME Loan Note. "Senior Construction Lender" means Umpqua Bank, or such senior construction lender designated by the Developer and approved in advance by the City for the Project. "Senior Construction Loan" means the construction loan made by Senior Construction Lender to Borrower. "Senior Lender" means the Senior Construction Lender prior to the Conversion Date and, thereafter, the Senior Permanent Lender during the remainder of the Term of Agreement, or any other holder of the Senior Loan Note(s) or any refinancing of the Senior Loan Note(s). "Senior Loan" shall mean the senior loan being made by Senior Lender concurrent to the City Loan for payment of a portion of the acquisition and new construction costs, and shall include any subsequent loan that refinances the initial Senior Loan. "Senior Loan Deed of Trust" means the deed of trust securing the Senior Loan by encumbering the Property, as the same may be amended and restated from time to time. "Senior Loan Documents" means, collectively, the loan agreement governing the Senior Loan, the Senior Loan Note, the Senior Loan Deed of Trust, and any other agreement, document or instrument that the Senior Lender requires in connection with the Senior Loan, as the same may be amended and restated from time to time. "Senior Loan Note" means the promissory note evidencing the Senior Loan from Senior Lender, as the same may be amended and restated from time to time. "Senior Permanent Lender" means Citibank, N.A., a national banking association, or such senior permanent lender as may be designated by Developer and approved in advance by the City as the senior permanent lender for the Project. "Senior Permanent Loan" means the permanent loan made by Senior Permanent Lender to Borrower. "Tax Credit Investor" means R4 WHCA Acquisition LP, a Delaware limited partnership. 7 it 39 — 23 5/17/2022 City OME Loan Agreement EXHIBIT 3 "Tax Credit Rules" means [ ]. [See Section 6.13(a)] "Term of Agreement" the terms and conditions contained herein shall commence upon the date first written above and remain in effect for fifty-five (55) years from the issuance of the Certificate of Completion. "Very Low Income" means an adjusted income that does not exceed fifty percent (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. 1.2. Singular and Plural Terms. Any defined term used in the plural in this Agreement or any other City Loan Document shall refer to all members of the relevant class and any defined term used in the singular shall refer to any number of the members of the relevant class. 1.3. References and Other Terms. Any reference to this Agreement or any Loan Document shall include such document both as originally executed and as it may from time to time be modified. References herein to Articles, Sections and Exhibits shall be construed as references to this Agreement unless a different document is named. References to subparagraphs shall be construed as references to the same Section in which the reference appears. The term "document" is used in its broadest sense and encompasses agreements, certificates, opinions, consents, instruments and other written material of every kind. The terms "including" and "include" mean "including (include) without limitation." 1.4. Exhibits Incorporated. All attachments and exhibits to this Agreement, as now existing and as the same may from time to time be modified, are incorporated herein by this reference. Section 2. [RESERVED] Section 3. SCOPE OF WORK/ PROJECT BUDGET Developer shall comply with this Section until the Certificate of Completion is issued. A "Scope of Work" for the Property is attached hereto as Exhibit B. Any change to the Scope of Work requested by the Developer, which would result in a change to the Project Budget in excess of ten percent (10%) of any individual line item or in excess of five percent (5%) of the aggregate budget, shall be subject to the prior written approval of the Executive Director. A line -item budget for the Project, including a summary statement of sources and uses of funds, is incorporated into Exhibit C (the "Project Budget"). Any material change to the Project Budget in excess of ten percent (10%) of any individual line item or in excess of five percent (5%) of the aggregate budget shall be subject to the prior written approval of the Executive Director which approval will not be unreasonably withheld, conditioned or delayed and if not granted or denied within five (5) Business Days, shall be deemed Q ftnil 39 — 24 5/17/2022 City OME Loan Agreement EXHIBIT 3 approved; provided, however, that in all events, Developer shall at all times obtain and maintain all required permits and approvals from the City's Planning and Building Agency. Notwithstanding the foregoing, the City's approval of a change order shall not be required unless the approval of the Senior Lender is required with respect to such change order. Section 4. [RESERVED] Section 5. LOANS 5.1. CITY LOAN: (a) Amount and Purpose. Subject to the terms and conditions of this Agreement, City agrees to make a loan of HOME funds to Developer in the principal amount of up to $2,003,705 (the "City/HOME Loan") for the acquisition and construction of the Property. (b) City/HOME Loan Note and Deed of Trust. The City/HOME Loan shall be evidenced by the City/HOME Loan Note in the form attached hereto as Exhibit E. The City/HOME Loan shall be secured by the City/HOME Loan Deed of Trust in the form attached hereto as Exhibit D. The City/HOME Loan Deed of Trust shall be a deed of trust encumbering the Property, subordinate to the Senior Loan(s) made to Developer and the Senior Loan Documents. (c) City/HOME Loan Terms. The terms and conditions of the City/HOME Loan are as set forth in the City/HOME Loan Note, which is a residual receipts note. The HOME Compliance Period will end twenty (20) years from the issuance of the Certificate of Completion. Section 6. CONDITIONS TO DISBURSEMENT OF LOAN PROCEEDS Developer shall comply with this Section until the Certificate of Completion is issued. 6.1. Conditions Precedent. City's obligation to disburse the City/HOME Loan is subject to the satisfaction, or waiver by the Executive Director, of the following conditions precedent: (a) Loan Documents. Developer shall have delivered to the Escrow Holder, signed by the authorized officer or officers of Developer, with such signature(s) acknowledged where necessary, each of the following documents: (i) this Agreement; (ii) The City/HOME Loan Note; (iii) The City/HOME Loan Deed of Trust; (iv) The Affordability Restrictions on Transfer of Property; A it 39 — 25 5/17/2022 CityOME Loan Agreement EXHIBIT 3 (v) The Project Budget; and (vi) All other documents and instruments reasonably required by the City to be executed and delivered, all in form and substance reasonably satisfactory to the City. (b) Title Insurance. City shall have received an LP-10 ALTA Lender's loan policy of title insurance (2006 edition), or evidence of a commitment therefore satisfactory to City, issued by First American Title Insurance Company and in form and substance satisfactory to City, together with all endorsements and binders required, naming City as the insured, in a policy amount of not less than the City/HOME Loan Amount, showing Developer as the fee owner of the Property and insuring the City/HOME Loan Deed of Trust to be a valid lien on the Property. This Agreement, the City/HOME Loan Note, and City/HOME Loan Deed of Trust shall be subordinate to the Senior Loan Note, Senior Loan Deed of Trust and the other Senior Loan Documents. (c) Intentionally Omitted. (d) Management Plan. The Developer shall have submitted and the City shall have approved a Management Plan ("Management Plan"). The Management Plan shall include a management contract with a manager approved in writing by the City for management of the Project and a plan for long-term marketing, operation, maintenance, repair and security of the Project, method of selection of tenants, and for rental policies in compliance with any applicable requirements, policies and procedures and with the Affordability Restrictions on Transfer of Property, along with any other policies or procedures required by the City. The Management Plan shall also include an initial budget for the Project. City hereby approves FPI Management, Inc. as the initial property manager. (e) Documents Recorded. This Agreement, the City/HOME Loan Deed of Trust and the Affordability Restrictions on Transfer of Property shall have been recorded in the Official Records of the County. This Agreement, and the City/HOME Loan Deed of Trust shall be subordinate to the Senior Loan Note, the Senior Loan Deed of Trust, and the other Senior Loan Documents. (f) Request for Notice. For the benefit of City, Escrow Holder shall have recorded a request for notice of default of the Senior Loan (the "Request for Notice of Default"). (g) Insurance. City shall have received evidence satisfactory to the City that all of the policies of insurance required by Section 19 of this Agreement are in full force and effect. (h) Representations and Warranties. The representations and warranties of Developer contained in this Agreement and the other Loan Documents shall be correct in all material respects as of the Close of Escrow as though made on and as of that date, and if requested by the Executive Director, City shall have received a certificate to that effect signed by Developer's Representative. �n a�cil 39 — 26 5/17/2022 CityiOME Loan Agreement EXHIBIT 3 (i) No Default. No Event of Default by Developer shall have occurred, and no event shall have occurred which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Developer under this Agreement, and if requested by the Executive Director, City shall have received a certificate to that effect signed by Developer's Representative. 6.2. Disbursement Procedures for Loan. The City/HOME Loan proceeds shall be disbursed through Escrow to finance the construction of the Property (as evidenced in Exhibit Q. The City/HOME Loan proceeds shall not be used for any purpose other than for acquisition costs of the Property and/or construction costs, including a developer fee and soft costs related to development of the Project (costs all subject to City's prior review). The City allows for eligible costs to be paid by HOME loan funds that were incurred not more than 24 months prior to the HOME funds commitment date of this loan agreement in accordance with HOME regulations. Ninety percent (90%) of the City/HOME Loan proceeds will be disbursed by City to Developer after execution and recording of this Agreement, with ten percent (10%) held back by the City and not disbursed to Developer until after completion of construction on the Project and issuance of a Certificate of Completion. 6.3. First Disbursement. The City's obligation to make the first disbursement of the construction portion is subject to satisfaction of the following conditions precedent: (a) General Contractor. If the Executive Director has not yet approved the General Contractor, the Executive Director shall have approved the identity and qualifications of the General Contractor which approval will not be unreasonably withheld, conditioned or delayed. (b) Construction Contract. If the Executive Director has not yet approved the Construction Contract, the Executive Director shall have approved the Construction Contract which approval will not be unreasonably withheld, conditioned or delayed. (c) Relocation Plan. If the relocation of any existing tenants is contemplated by the parties, the Executive Director shall have approved a plan for the relocation of such tenants of the Property determined by the Executive Director to be eligible for relocation assistance which approval will not be unreasonably withheld, conditioned or delayed. 6.4. Termination for Failure of Condition. If (a) any of the conditions set forth herein are not timely satisfied within no more than ninety (90) days of the date of this Agreement or waived by the Executive Director, and (b) City is not in default under this Agreement, City may terminate this Agreement without any further liability on its part by giving written notice of termination to Developer. Upon the giving of such notice, all principal, interest and other amounts owing under the City/HOME Loan Note shall be immediately due and payable, regardless of any other specified due date. 6.5. [Reserved.] 11 it 39 — 27 5/17/2022 City OME Loan Agreement EXHIBIT 3 6.6. [Reserved.] 6.7. Waiver of Conditions. The conditions set forth pertaining to City's obligation to make disbursements of the rehabilitation or construction portion are for City's benefit only and the Executive Director may waive all or any part of such rights by written notice to Developer. 6.8. Waiver of Disbursement Conditions. A waiver of a disbursement condition may only be provided with written approval by the City. 6.9. Modification of Disbursement Conditions and Procedures. The Executive Director shall have the authority to modify the disbursement conditions and procedures set forth herein in order to conform them to the payment provisions of the Construction Contract. 6.10. Other Terms and Conditions of Loan. (a) The City/HOME Loan Note shall become immediately due and payable, in the event of any of the following: (i) failure to complete the Project within four (4) years of the Close of Escrow; (ii) HOME assisted units must achieve initial occupancy within 18 months of the issuance of the Certificate of Completion; (iii) violation of any of the use covenants and restrictions contained in this Agreement after the expiration of any applicable notice and cure periods; (iv) an Event of Default by Developer which is not timely cured after expiration of any applicable notice and cure periods pursuant to the terms of this Agreement. 6.11. Closing Costs and Fees. Developer shall pay (a) all escrow fees and charges, (b) all recording fees and charges on any document recorded pursuant to this Agreement, and (c) the premium for the title insurance required hereunder. 6.12. Approval of Additional Financing. Except as to the Senior Loan, the loans secured by permitted encumbrances for the City Loan Deed of Trust and as otherwise described herein, the Developer shall not place or permit (either voluntarily or involuntarily) to be placed any encumbrances, including, but not limited to any additional liens or financing of any kind on the Project without the prior written discretionary consent of the City. 6.13. Cost Savings Obligation. (a) Subject to compliance with the Tax Credit Rules and the approval of the California Tax Credit Allocation Committee ("TCAC"), Developer hereby agrees to provide and pay to the City the payment described in this Section 6.13 in connection with Cost Savings, if any, from the Project in an amount to be determined based on the "Audit" (as defined in Section 6.13(b) below and in accordance with 6.13) to be conducted upon L? a�cil 39 — 28 5/17/2022 City OME Loan Agreement EXHIBIT 3 completion of construction for the Project. Payment of the City Share of Cost Savings (defined below) shall be made at the time set forth therefore in Section 6.13(d) below. Provided that the payment is timely and fully made in accordance with Section 6.13(d), the amount paid for the City Share of Cost Savings shall be credited against the amount then outstanding on the City/HOME Loan Note. (b) Audit to Determine Cost Savings and City Share of Cost Savings. The actual amount of "Cost Savings" (as defined below) to be paid to the City and retained by the Developer shall be determined after the Audit, as hereafter defined and described, and the amount of such Cost Savings shall be equal to the amount by which the total sources of permanent financing for the Project exceed the costs of development incurred for the Project including without limitation payment of the Developer Fee (resulting amount constituting "Cost Savings"). From the total amount of Cost Savings, the Developer shall retain fifty percent (50%) and pay to City fifty percent (50%) ("City Share of Cost Savings"). If any of the other soft lenders request a share of Cost Savings, the City shall split the City Share of the Cost Savings (50%) on a pro rata basis with the other soft lender(s) that are requesting a share of Cost Savings. The pro rata distribution shall be based on the initial principal balances of each respective soft loan of the soft lender(s) that are requesting a share of Cost Savings. If none of the other soft lenders request a share of the Cost Savings, the City shall receive the frill 50% of the Cost Savings. Within one hundred and eighty (180) days following the issuance of Form 8609 by TCAC, Developer shall cause its certified public accountant(s) to perform a final audit of the costs of development of the Project in accordance with the requirements of the Tax Credits and generally accepted auditing standards (GAAP) ("Audit"). If the Audit determines that the total sources of permanent financing for the Project (including long-term permanent debt and equity) exceed the total development cost for the Project required in connection with the development of the Project, such excess shall be considered the "Cost Savings" for the Project. (c) Allocation of Cost Savings Amount. First to Pay the City Share of Cost Savings as Payment of Principal on City/HOME Loan Note. Once determined by the Audit pursuant to Section 6.13 above, the full amount of Cost Savings shall be allocated and remitted in the following order: (a) first, Developer shall retain fifty (50%) of Cost Savings, and (b) second, Developer shall pay to the City the City Share of Cost Savings which shall be utilized as principal payment due on the City/HOME Loan Note. (d) Timing of Allocation and Payment of Cost Savings. In the event of any Cost Savings, the payment of the City Share of Cost Savings shall become due and payable no later than sixty (60) days after Developer receives its final Tax Credit equity payment for the Project, and each of such payments shall be allocated and remitted in a lump sum, and as applicable credited toward the respective amount outstanding under the City/HOME Loan Note. 6.14. Standard Form Leases. On or before issuance of the Certificate of Completion, Developer shall submit to City for its written approval a standard form of residential lease to be used for leasing of the Project (the "Standard Lease"). The Standard ftnil 39 - 29 5/17/2022 CityiOME Loan Agreement EXHIBIT 3 Lease shall be in compliance with all applicable laws and Developer shall be obligated to revise said Standard Lease from time to time to comply with any changes in said applicable laws. 6.15. Leasing Program. Developer shall market and lease the Project consistent with the Marketing Plan described in Exhibit G. 6.16. No Changes. Developer shall not materially modify the approved Standard Lease or materially deviate from the approved rental rate schedule for the Units without the City's prior written consent in each instance. 6.17. Landlord's Obligations. Developer shall timely and in good faith, perform all obligations required to be performed by it as landlord under any lease affecting any part of the Project or any space within the Project. If any tenant at any time claims any breach of landlord's obligations and the amount of such claim (in excess of available insurance coverage) is $10,000 or more, Developer shall promptly notify City of such claim. Section 7. AFFORDABILITY REQUIREMENTS, USE AND MAINTENANCE OF THE PROPERTY 7.1. Use Covenants and Restrictions. (a) Developer agrees and covenants, which covenants shall run with the land and bind Developer, its successors, its assigns and every successor in interest to the Property that Developer will make all rental units on the Property available to extremely- low- or very -low or low income households at rents affordable to such households for fifty- five (55) years from the issuance of the Certificate of Completion. The HOME restrictions for the nine (9) HOME assisted units shall be enforced until the date that is twenty (20) years after the date on which the Certificate of Completion is issued. The City permits the Developer to limit the eligibility and/or give preference to a particular segment of the population in accordance with 24 CFR 92.253(d). (b) The Project shall consist of eighty-five (85) units, including one (1) on -site manager's unit(s). There shall be nine (9) HOME assisted units. The HOME assisted units shall be three (3) 1-bedroom units, one (1) 2-bedroom unit, three (3) 3- bedroom units, and two (2) 4-bedroom units, floating, and shall be distributed throughout the complex with comparable amenities to the other units. (c) At initial lease up, households in the HOME assisted units cannot earn more than the Very -Low Income limits (50% of AMI) as published by HUD in compliance with the HOME Program. Rental increases shall be in conformance with federal and state law. After the twenty (20) year HOME Compliance Period, the City shall require that the HOME assisted units remain affordable, with rents calculated based on assumed household size at the same income levels. (d) All of the HOME units will be restricted to occupancy by families earning no more than the Very Low income limits (50% of AMI) as published by HUD, L4 it 39 — 30 5/17/2022 City OME Loan Agreement EXHIBIT 3 and the rents must not exceed the Low HOME rents adjusted for family size appropriate to the unit as published by HUD. (e) Maximum Occupancy will be two (2) people per room plus one (1). Example for a two -bedroom unit, five (5) people would be maximum occupancy. (f) Rents for the HOME assisted units shall be governed by the HOME Program regulations at 24 CFR section 92.252. (g) Developer must have a written lease between tenant and owner for a period of at least one year, unless a shorter period is mutually agreed upon. Leases must be consistent with the HOME Program regulations at 24 CFR section 92.209(g). 7.2. Affordability Levels/Unit Mix: The affordability levels/unit mix for the Project is as follows: Unit Size 30% TCAC AMI 60% TCAC AMI Total No. Units Current Rent No. Units Current Rent 1 Bedroom 23 $756 23 2 Bedroom 3 $908 3 3 Bedroom 21 $1,049 13 $2,098 34 4 Bedroom 16 $1,170 8 $2,341 24 Total 63 21 84 The remaining unit will be a 2-bedroom unit reserved for the on -site manager. HOME Assisted Units # of HOME Total # of Level of %Share of Units Unit Type Affordability Assisted Unit Type Units 23 1 Bed Very -Low Income (50% AMI) (Low HOME) 3 1.3% 3 2 Bed 1 33% 34 3 Bed 3 8 8% 24 4 Bed 2 8.3% (1) In no event shall the rent charged to the HOME assisted units be more than that amount of the Low HOME rent as published by HUD, as amended from time to time. (2) At the time of project completion, the Developer shall provide to the City the address and/or unit number of each of the HOME floating units. (3) Annually with the financial statements, the Developer shall provide an annual report of rents and occupancy of all units, including the HOME assisted units, to verify compliance with affordability requirements. For the HOME assisted units, LS a�cil 39 — 31 5/17/2022 CityiOME Loan Agreement EXHIBIT 3 information on unit substitution and filling vacancies shall be provided to ensure that the project maintains the required unit mix. Except with respect to the HOME assisted units during the HOME Compliance Period, the affordable rents charged at the Project must comply with the most stringent of the standards set forth by TCAC and the requirements of Section 6(b) of the CSCDA Regulatory Agreement, as defined in Affordability Restrictions on Transfer of Property. A utility allowance must be deducted from the maximum affordable rent charged at the Project for each unit. Utility allowances must be based on project -specific allowances for the HOME assisted units. TCAC provides a California Utility Allowance Calculator (CUAC) that must be used to calculate the utility allowances for the HOME -assisted units. Initial rents may be recalculated to allowable rental amounts at the time of initial lease -up following completion of construction in accordance with any changes in allowable rent and income tables as published by HUD. 7.3. Rent Increases. On an annual basis, the City shall provide Developer with the maximum allowable schedule of rents for the Property in accordance with changes in allowable rent and income tables published by HUD and TCAC, provided however that the rent for the HOME assisted units shall in no event be higher than the rent for the equivalent non -HOME assisted unit within the Project. In no event can Developer charge any tenant more than such amount. All rent increases are subject to City approval pursuant to the terms of this Section. No later than sixty (60) days prior to the proposed implementation of any rent increase, Developer shall submit to the City a schedule of any proposed increase in the rent. The City will disapprove a rent increase if it does not comply with the restrictions set forth in Section 7.1 and 7.2 above. Subject to the applicable requirements and provisions of, and changes to, Section 42 of the Code, if, upon recertification of the income of any tenant, the Developer determines that such tenant has an adjusted income exceeding 30% of the applicable Median Income for the Area or 60% of the applicable Median Income for the Area, as applicable, in each case, adjusted for household size, such tenant may be permitted to continue to occupy the unit at the rental rate as provided for in Sections 7.1 and 7.2 above, as applicable, until the tenant chooses to vacate the unit. After the unit is vacated, the Developer shall re -rent the unit to a tenant pursuant to the terms, covenants and conditions of this Agreement. 7.4. Prohibited Fees. The Developer and subsequent owner is prohibited from charging fees that are not customary, consistent with HOME Regulations 24 CFR section 92.504(c)(3)(xi). The Developer and subsequent owner can charge reasonable application fees to prospective tenants; other fees only to the extent that they are reasonable and customary for the project area; and fees for services provided to tenants, provided that these services are not mandatory. 7.5. Operation and Maintenance of the Property. Solely at Developer's 16 wail 39 - 32 5/17/2022 City OME Loan Agreement EXHIBIT 3 expense, Developer agrees to maintain the Property in a clean and orderly condition and in good condition and repair and keep the Property free from any accumulation of debris and waste materials. If at any time Developer fails to maintain, or cause to be maintained, the Property as required by this section, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from the City, unless such condition cannot reasonably be cured within thirty (30) days, in which case Developer shall have such additional time as reasonably necessary to complete such cure, the City may perform the necessary maintenance and Developer shall pay all reasonable costs incurred for such maintenance. The City shall inspect the Property annually after the date of issuance of the Certificate of Completion as described in Article 17 of this Agreement. During the Affordability Period, the Property must meet all applicable State and local codes. The Property must be free of all health and safety defects during the Affordability Period. (a) Operation. During the Term of Agreement, Developer shall at all times operate on the Project an affordable housing rental facility in compliance with this Agreement and the Affordability Restrictions on Transfer of Property. (b) Maintenance. During the Term of Agreement, Developer agrees to maintain all interior and exterior improvements, including landscaping (and all abutting ground, sidewalks, roads, parking and landscape areas) on the Project in good condition, repair and sanitary condition (and, as to landscaping, in a healthy condition) and in accordance with any Management Plan approved by the City under this Loan Agreement (such approval not to be unreasonably withheld or delayed) (including without limitation any landscape and signage plans), as the same may be amended from time to time, and all other applicable laws, rules, ordinances, orders, and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having jurisdiction and all their respective departments, bureaus, and officials. Developer acknowledges the great emphasis the City places on quality maintenance to protect its investment and to provide quality affordable housing for its constituents and to ensure that all City -subsidized affordable housing projects within the City are not allowed to deteriorate due to deficient maintenance. In addition, Developer shall keep the Project free from all graffiti and any accumulation of debris or waste material. Developer shall promptly make all repairs and replacements necessary to keep the Project in good condition and repair and shall promptly eliminate all graffiti and replace dead and diseased plants and landscaping with comparable approved materials. Developer shall not commit or permit any waste or deterioration of the Project, shall not abandon any portion of the Project, and shall not otherwise act, or fail to act, in such away as to unreasonably increase the risk of damage to the Project. In the event that Developer breaches any of the covenants contained in this Section 7.5 and such default continues for a period of five (5) days after written notice from the City (with respect to graffiti, debris, waste material, and general maintenance) or thirty (30) days after written notice from the City (with respect to landscaping and building improvements), then City, in addition to whatever other remedies it may have under this Agreement, the other Loan Documents or at law or in equity, shall have the right to enter upon the Project and perform or cause to be performed all such acts and work necessary to cure the default. Pursuant to such right of entry, the City shall be permitted (but not ftnil 39 — 33 5/17/2022 City OME Loan Agreement EXHIBIT 3 required) to enter upon the Project and perform all acts and work necessary to protect, maintain and preserve the improvements and landscaped areas on the Project, in the amount of the expenditure arising from such acts and work of protection, maintenance, and preservation by City and/or reasonable costs of such cure, including a fifteen percent (15%) administrative charge, which amount shall be promptly paid by Developer to City upon demand. (c) Removal of Personal Property. During the Term of Agreement, Developer shall not cause or permit the removal from the Project of any items of Developer's personal property (other than tools and equipment used in the operation of the Project) unless (i) no Event of Default remains uncured and (ii) Developer promptly substitutes and installs on the Project other items of equal or greater value in the operation of the Project, all of which shall be free of liens and shall be subject to the liens of the Deed of Trust and the Financing Statement and executes and delivers to City all documents required by City in connection with the attachment of such liens to such items. Developer shall keep detailed records of such removal and shall make such records available to City upon written request from time to time. 7.6. Obligation to Refrain from Discrimination. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, mental or physical disability, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall Developer itself or any person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The foregoing covenants shall run with the land and shall remain in effect for the term of the Agreement. 7.7. Loss of Project -Based Voucher Subsidy. It is anticipated that during the Term of Agreement the Project will maintain not less than 26 Project -Based Voucher ("PBV") Restricted Units ("PBV Restricted Units"), supported by Project -Based Section 8 rental subsidy payments (the "Rental Subsidy"). If, during the Term of Agreement, there is a reduction, termination or nonrenewal of the Rental Subsidy through no fault of Developer, such that the Rental Subsidy shown on the Project Budget is no longer available (or available in a lesser amount), Developer may request approval of the City (a) to allow households with adjusted incomes that do not exceed sixty percent (60%) of AMI, adjusted for actual household size, to occupy the extremely -low income units (i.e., a unit previously restricted to households with adjusted incomes that do not exceed 30% of AMI), and (b) to increase the rent on one or more of the PBV Restricted Units, to rents that are affordable to households with an adjusted income that does not exceed sixty percent (60%) of AMI, adjusted for household size appropriate for the PBV Restricted Unit. The rent increase is subject to the following requirements: (a) concurrently with the request, Developer shall provide the City with evidence of the anticipated reduction, termination, or nonrenewal of the Rental Subsidy, (b) a Management Plan (as defined in ftnil 39 - 34 5/17/2022 City OME Loan Agreement EXHIBIT 3 Section 6.1(d) of this Agreement) for the Project for the City's approval pursuant to Sections 6.1(d) and Exhibit G of this Agreement, showing the impact of the loss or reduction of the Rental Subsidy, (c) a proposed operating budget reflecting the rent increases (the "Operating Budget"), and (d) a description of efforts to obtain alternate sources of rent. The number of PBV Restricted Units subject to the rent increase and the amount of the proposed increase may not be greater than the number or amount required to ensure that the Project generates sufficient income to cover its operating costs, required deposits to replacement reserves, and debt service on approved financing as shown on the Operating Budget, and as is necessary to maintain the financial stability of the Project. In addition, upon a reduction, termination or nonrenewal of the Rental Subsidy as described above, Developer hereby agrees to the following: (a) Developer shall use good faith commercially reasonable efforts to obtain alternative sources of rental subsidies and shall provide the City with annual progress reports on efforts to obtain alternative sources of rental subsidies that would allow the rents to be reduced. Upon receipt of any alternative rental subsidies, Developer shall reduce the rents back to the original restrictions to the extent that the alternative rental subsidies provide sufficient income to cover the operating costs, required replacement reserves and debt service of the Project as shown on the Operating Budget. (b) Developer shall provide tenants in the PBV Restricted Units with notice of any rent increase pursuant to this Section 7.7, and shall notify the tenant that if they have received a tenant -based voucher from the Housing Authority of the City of Santa Ana they may use the tenant -based voucher for their Restricted Unit. (c) All rent increases for the PBV Restricted Units are subject to City approval pursuant to the terms of this Section 7.7. No later than sixty (60) days prior to the proposed implementation of any rent increase, Developer shall submit to the City a schedule of any proposed increase in the rent. The City will disapprove a rent increase if it does not comply with the restrictions set forth in this Section 7.7. Notwithstanding the foregoing, rent increases for the PBV Restricted Units shall be subject to review and approval of the City. Developer shall give tenants of all PBV Restricted Units written notice at least sixty (60) days prior to any rent increase. 7.8. CHDO Provisions. The sole managing member of the Managing General Partner shall maintain CHDO (Community Housing Development Organization) status for the term of this Agreement and the Affordability Restrictions on Transfer of Property in accordance with 24 CFR 92. Developer agrees to provide information as may be requested by the City to document its continued compliance, including but not limited to an annual board roster and certification of continued compliance. Any funds advanced as CHDO pre -development funds must be in compliance with 24 CFR 92.301, and are forgivable only under the terms in 24 CFR 92.301. Any funds advanced to Developer as CHDO Operating Expenses must be expended in compliance with 24 CFR 19 ouncil 39 — 35 5/17/2022 City OME Loan Agreement EXHIBIT 3 92.208. Any funds that Developer is permitted to retain as CHDO proceeds from this Project shall be used in compliance with 24 CFR 92.300(a)(2) or as specified in this Agreement. Developer will create and follow a tenant participation plan, as required in 24 CFR 92.303. The provisions of this Section 7.8 shall not apply in the event of a foreclosure of the Property or transfer in lieu of foreclosure. In the event of a foreclosure, or acceptance of a deed in lieu of foreclosure, Senior Lender will use commercially reasonable efforts to accept bids for the Property from a qualified CHDO; provided, however, that in no event shall Senior Lender be obligated to select a qualified CHDO to be the purchaser of the Property unless, among other criteria used in Senior Lender's reasonable discretion, such qualified CHDO has offered the highest purchase price among the bidders. Section 8. RESERVED. Section 9. GENERAL PROVISIONS AND WARRANTIES 9.1. As a material inducement to City to enter into this Agreement, Developer represents and warrants as follows, which representations and warranties are made solely by Developer and not by or on behalf of any partner of Developer: Formation, Qualification and Compliance. Westview Mercy House CHDO LLC, the managing general partner of Developer: (a) is a limited liability company, validly existing and in good standing under the laws of the State of California; (b) has all requisite authority to conduct its business and own and lease its properties; and, (c) is qualified and in good standing in every jurisdiction in which the nature of its business makes qualification necessary or where failure to qualify could have a material adverse effect on its financial condition or the performance of its obligations under the Loan Documents. Developer is in compliance with all laws applicable to its business and has obtained all approvals, licenses, exemptions and other authorizations from, and has accomplished all filings, registrations and qualifications with, any Governmental Authority that are necessary for the transaction of its business. 9.2. Execution and Performance of Loan Documents. (a) Developer has all requisite authority to execute and perform its obligations under the Loan Documents. (b) The execution and delivery of Developer of, and the performance by Developer of its obligations under, each Loan Document has been authorized by all necessary action and does not and will not: (i) require any consent or approval not heretofore obtained of any person having any interest in Developer; (ii) violate any provision of, or require any consent or approval not heretofore obtained under, any articles of incorporation, by-laws or other governing document applicable to Developer; �n a�cil 39 — 36 5/17/2022 CityiOME Loan Agreement EXHIBIT 3 (iii) result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under the City Loan Documents) on or with respect to any property now or hereafter owned or leased by Developer; (iv) violate any provision of any law presently in effect; or (v) constitute a breach or default under, or permit the acceleration of obligations owed under, any contract, loan agreement, lease or other agreement or document to which Developer is a party or by which Developer or any of its property is bound. (c) Developer is not in default, in any respect that is materially adverse to the interests of City under the Loan Documents or that would have any material adverse effect on the financial condition of Developer or the conduct of its business, under any law, contract, lease or other agreement or document described in subsection (b). (d) No approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Authority is required which has not been previously obtained in connection with: (i) the execution of Developer of, and the performance by Developer of its obligations under, the Loan Documents; and (ii) the creation of the liens described in the Loan Documents. 9.3. Financial and Other Information. To the best of Developer's knowledge, all financial information furnished to City with respect to Developer in connection with the City/HOME Loan (a) is complete and correct in all material respects as of the date of preparation thereof, (b) accurately presents the financial condition of Developer, and (c) has been prepared in accordance with generally accepted accounting principles consistently applied or in accordance with such other principles or methods as are reasonably acceptable to City. To the best of Developer's knowledge, all other documents and information furnished to City with respect to Developer, in connection with the City/HOME Loan, are correct and complete in all material respects insofar as completeness is necessary to give the City accurate knowledge of the subject matter. To the best of Developer's knowledge Developer has no material liability or contingent liability not disclosed to City in writing and there is no material lien, claim, charge or other right of others of any kinds (including liens or retained security titles of conditional vendors) on any property of Developer not disclosed in such financial statements or otherwise disclosed to City in writing. 9.4. No Material Adverse Change. There has been no material adverse change in the condition, financial or otherwise, of Developer since the dates of the latest financial statements furnished to City. Since those dates, Developer has not entered into any material transaction not disclosed in such financial statements or otherwise disclosed to City in writing. 9.5. Tax Liability. Developer has filed all required federal, state and local tax returns and has paid all taxes (including interest and penalties, but subject to lawful 2I ftnil 39 — 37 5/17/2022 CityiOME Loan Agreement EXHIBIT 3 extensions disclosed to City in writing) other than taxes being promptly and actively contested in good faith and by appropriate proceedings. Developer is maintaining adequate reserves for tax liabilities (including contested liabilities) in accordance with generally accepted accounting principles or in accordance with such other principles or methods as are reasonably acceptable to City. 9.6. Governmental Requirements. To the best of Developer's knowledge, Developer is in compliance with all laws relating to the Property and all Governmental Authority approvals, including zoning, land use, planning requirements, and requirements arising from or relating to the adoption or amendment of, any applicable general plan, subdivision and parcel map requirement; environmental requirements, including the requirements of the California Environmental Quality Act and the National Environmental Policy Act and the preparation and approval of all required environmental impact statements and reports; use, occupancy and building permit requirements; and public utilities requirements. 9.7. Rights of Others. Developer is in compliance with all covenants, conditions, restrictions, easements, rights of way and other rights of third parties relating to the Property. 9.8. Litigation. There are no material actions or proceedings pending or, to the best of the Developer's knowledge, threatened against or affecting Developer or any property of Developer before any Governmental Authority, except as disclosed to City in writing prior to the execution of this Agreement. 9.9. Bankruptcy. To the best of Developer's knowledge, no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Developer, nor are any of such proceedings contemplated by Developer. 9.10. Information Accurate. To the best of Developer's knowledge, all information, regardless of its form, conveyed by Developer to City, by whatever means, is accurate, correct and sufficiently complete to give City true and accurate knowledge of its subject matter, and does not contain any material misrepresentation or omission. 9.11. Conflicts of Interest. No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his/her personal interests or the interests of any corporation, partnership or association in which he/she has a direct or indirect financial interest. The Developer warrants that it neither has paid nor given, nor will pay or give, any third party any money or other consideration for obtaining this Agreement. 9.12. Nonliability of City Officials and Employees. No member, official or employee of the City shall be personally liable to the Developer in the event of any default or breach by the City or for any amount that may become due to Developer or on any obligations under the terms of this Agreement. ftnil 39 — 38 5/17/2022 CityiOME Loan Agreement EXHIBIT 3 9.13. Transfers. Developer expressly acknowledges and agrees that the City has only agreed to assist the Developer as a means by which to induce the acquisition/construction/development of the Property. During the Term of Agreement, except for a Permitted Transfer or except as otherwise permitted under the Loan Documents, Developer shall not sell or otherwise transfer the Project or any portion thereof, and none of the constituent general partners of Developer shall sell or otherwise transfer their interests in Developer, and none of the constituent general partners in a partnership that is a general partner in Developer shall sell or otherwise transfer their interest in such partnership without first obtaining the approval of the City, which consent the City may withhold or grant in the exercise of its reasonable and good faith discretion. The City shall not approve any such transfer request if the Developer is in default under any of the Loan Documents or the Management Plan. For purposes hereof, "Permitted Transfer" shall mean: (a) The granting of easements or licenses to any appropriate governmental agency or utility or permits to facilitate the development and/or operation of the Property; (b) A sale or transfer in connection with a foreclosure or deed in lieu of foreclosure of any senior deed of trust so long as the City is given notice as provided in Section 21.2 in order to exercise its remedies under Section 20.2; (c) The lease of any individual residential unit in the Project; (d) (i) A transfer of the Developer's interest in the Property by foreclosure or deed in lieu of foreclosure to any bona fide third -party lender holding a lien encumbering the Property (or its nominee); and, (ii) following a foreclosure or a transfer of the Property by deed in lieu thereof, the first subsequent transfer to a third -party; (e) A transfer of limited partnership interests in Developer; and (f) The removal of the general partner of Developer as permitted under Developer's Partnership Agreement. 9.14. Applicable Law. This Agreement shall be interpreted, governed and enforced under federal and State of California laws. 9.15. Third Parties. This Agreement is made for the sole benefit of Developer and the City and their successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of the City hereunder or arising from any default by Developer, nor shall the City owe any duty whatsoever to any claimant for labor performed or materials furnished in connection with the construction of the Property. 9.16. Control of Property. The parties acknowledge that the City has not at any time participated in any manner in the management or operation of the Property, and will not so participate at any time hereafter. 2'A ftnil 39 - 39 5/17/2022 CityiOME Loan Agreement EXHIBIT 3 Section 10. CONDITIONS FOR CONSTRUCTION Developer shall comply with this Section until the Certificate of Completion is issued. 10.1. Permits and Approvals. Developer shall diligently obtain all permits, including all building permits, licenses, approvals, exemptions and other authorizations of Governmental Agencies required in connection with the construction of the Property. 10.2. Commencement and Completion of Construction. The construction shall be considered complete for purposes of this Agreement only when: (a) all work described has been completed and fully paid for; and, (b) all work requiring inspection or certification by Governmental Authority has been completed and all requisite certificates, approvals and other necessary authorizations for use of the Property as an affordable rental housing development (including required final certificates of occupancy) have been obtained. 10.3. RESERVED. 10.4. Entry and Inspection. At all times prior to completion of the construction, upon reasonable notice, City and their agents shall have: (a) the right of free access to the Property and all sites away from the Property where materials for the construction are stored; (b) the right to inspect all labor performed and materials furnished for the construction; and, (c) the right to inspect and copy all documents pertaining to the construction. 10.5. Compliance with Section 3 Clause. Section 3 of the Housing and Urban Development Act of 1968, 12 U.S.C. 1701u, as amended by Section 915 of the Housing and Community Development Act of 1992, requires that economic opportunities generated by HUD financial assistance for housing and community development programs be targeted toward low- and very low- income persons. Whenever HUD assistance generates opportunities for employment or contracting, state and local grantees, as well as other recipients of HUD housing assistance funds must, to the greatest extent feasible, provide these opportunities to low- and very low- income persons and to businesses owned by or employing low- and very low- income persons. Section 3 applies to projects for which HUD's share of project costs exceeds $200,000 and contracts and subcontracts awarded on projects for which HUD's share or project costs exceeds $200,000 and the contract or subcontract exceeds $100,000. For purposes of this Section 3 Clause and compliance thereto, whenever the word "contractor" is used it shall mean and include, as applicable, the Developer, and its contractor and subcontractor(s), if any. The particular text to be utilized in any and all contracts of any contractor doing work covered by Section 3 shall be in substantially the form of the following, as reasonably determined by the City, or as directed by HUD or its representative, and shall be executed by the applicable contractor under penalty of perjury: (a) "The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 170lu ("Section 3"). The purpose of Section 3 is to ensure that ftnil 39 — 40 5/17/2022 City OME Loan Agreement EXHIBIT 3 employment and other economic opportunities generated by HUD assistance or HUD - assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons [inclusive of Very Low Income Persons, Very Low Income Households, and Very Low Income Tenants served by the Project], particularly persons who are recipients of HUD assistance for housing. (b) The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. (c) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this Section 3 clause, and will post copies of notices in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number of job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of person(s) taking applications for each of the position; and the anticipated date the work shall begin. (d) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135. (e) The contractor will certify that any vacant employment positions, including training positions, that are filled (a) after the contractor is selected but before the contract is executed, and (b) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135. (f) Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts." After the foregoing Section 3 Clause, there shall be a signature block for the contractor, as applicable, the following text shall be included immediately above the signature block: "The contractor/provider by his/her signature affixed hereto declares under penalty of perjury that contractor has read the requirements of the Section 3 Clause and accepts all its requirements contained therein for all of his/her operations related to this contract." ouncil 39 — 41 5/17/2022 City OME Loan Agreement EXHIBIT 3 To the extent applicable, the Developer shall comply and/or cause compliance with Section 3 Clause requirements for the Project. For example, when and if Developer or its contractor(s)/subcontractor(s) hire(s) full time employees, rather than volunteer labor or materials, Section 3 is applicable and all disclosure and reporting requirements apply. 10.6. Construction Information. From time to time during the course of the construction, within ten (10) Business Days following City's written demand therefore, Developer shall furnish requested reports of project costs, progress schedules and contractors' costs breakdowns for the construction, itemized as to trade description and item, showing the name of the contractor(s) and/or subcontractor(s), and including such indirect costs as real estate taxes, legal and accounting fees, insurance, architects' and engineers' fees, loan fees, interest during construction and contractors' overhead. 10.7. Protection Against Liens. Developer shall diligently file a valid Notice of Completion upon completion of the construction, diligently file a notice of cessation in the event of a cessation of labor on the construction for a period of thirty (30) days or more, and take all actions reasonably required to prevent the assertion of claims of lien against the Property. In the event that any claim of lien is asserted against the property or any stop notice or claim is asserted against the City by any person furnishing labor or materials to the Property, Developer shall immediately give written notice of the same to City and shall, promptly and in any event within ten (10) Business Days after written demand therefor, (a) pay and discharge the same, (b) effect the release thereof by delivering to City a surety bond complying with the requirement of applicable laws for such release, or (c) take such other action as City may reasonably require to release City from any obligation or liability with respect to such stop notice or claim. Nothing in this Section 10.7 shall limit or prohibit Developer's right to contest any claim of lien, stop notice or claim described herein in good faith. 10.8. General Contractors who are Related Parties to the Developer. If the Project is developed with general contractors who are Related Parties to the Developer, the Developer must be audited to the subcontractor level by an outside auditing firm approved by the City. The Developer shall pay for the audit to the subcontractor level by an outside auditing firm. Section 11. FEDERAL (HOME PROGRAM) COVENANTS 11.1. The Developer shall carry out the design, construction and operation of the Project, and operate the Program, in conformity with all applicable laws, regulations, and rules of governmental agencies having jurisdiction, including without limitation and to the extent applicable, the HOME Requirements and the legal requirements set forth in "Exhibit G" attached to this Agreement and the statutes referenced therein. For purposes of this paragraph, "HOME Requirements" mean the requirements of the HOME Investment Partnership Act, as amended (42 U.S.C. § 12741, et seq.), and the implementing regulations (24 C.F.R. § 92, et seq.), and the legal requirements summarized or referenced in Exhibit G attached hereto and incorporated herein by this reference. 26 ftnil 39 — 42 5/17/2022 CityiOME Loan Agreement EXHIBIT 3 11.1.5 CHDO. Mercy House CHDO, Inc., the sole member and manager of the managing general partner of Developer, represents and warrants that it qualifies and is in good standing as a Community Housing Development Organization under the HOME Program. Developer hereby covenants and agrees to maintain such status throughout the term of this Agreement, and to provide the City with written documentation necessary to demonstrate maintenance of said status on an annual basis. 11.2. Qualification as Affordable Housing. As more particularly provided in the Affordability Restrictions on Transfer of Property, Developer shall use, manage and operate the Property in accordance with the requirements of 24 CFR 92.252 so as to qualify the housing on the Property as Affordable Housing with affordable rents. 11.3. Tenant and Participant Protection. Developer shall comply with the requirements of 24 CFR 92.253. 11.4. Local Preference. Subject to compliance with the HOME Regulations and applicable California and federal fair housing laws, and the requirements of Section 142(d) and Section 42 of the Internal Revenue Code local preference for Santa Ana residents and workers in tenant selection shall be a requirement of the Project. Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by Section 142(d) and Section 42 of the Internal Revenue Code, HUD or the State of California, as well as the City of Santa Ana Affordable Housing Funds Policies and Procedures, the Developer shall give preference in leasing units in the following order of priority: (a) First priority shall be given to persons who have been permanently displaced or face permanent displacement from housing in Santa Ana as a result of any of the following: (i) A redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) -- applicable only to projects funded by the Low and Moderate Income Housing Asset Fund; property owner; or (ii) Ellis Act, owner -occupancy, or removal permit eviction; (iii) Earthquake, fire, flood, or other natural disaster; (iv) Cancellation of a Housing Choice Voucher HAP Contract by (v) Governmental Action, such as Code Enforcement. (b) Second priority shall be given to persons who are either: (i) Residents of Santa Ana; and/or �7 it 39 — 43 5/17/2022 City OME Loan Agreement EXHIBIT 3 (ii) Working in Santa Ana at least 32 hours per week for at least the last 6 months. 11.5. Handicapped Accessibility. Developer shall comply with: (a) Section 504 of the Rehabilitation Act of 1973, and implementing regulations at 24 CFR 8C governing accessibility of projects assisted under the HOME Program; and, (b) the Americans with Disabilities Act of 1990, and implementing regulations at 28 CFR 35-36, in order to provide handicapped accessibility to the extent readily achievable. 11.6. Use of Debarred. Suspended, or Ineligible Participants. Developer shall comply with the provisions of 24 CFR 24 relating to the employment, engagement of services, awarding of contracts, or funding of any contractor or subcontractor during any period of debarment, suspension, or placement in ineligibility status. 11.7. Maintenance of Drug -Free Workplace. Developer shall certify that Developer will provide a drug -free workplace in accordance with 24 CFR 84.13. 11.8. Lead -Based Paint. Developer shall comply with the requirements of the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846) and implementing regulations at 24 CFR 35, as applicable. 11.9. Affirmative Marketing. Developer shall implement and perform such affirmative marketing procedures and requirements for the Property (24 CFR 92.351) in compliance with the City's adopted Program. 11.10. Equal Opportunity and Fair Housing. Developer shall carry out the construction and perform its obligations under this Agreement in compliance with all of the state and federal laws and regulations regarding equal opportunity and fair housing described in 24 CFR 92.350. 11.11. Property Standards. Developer shall cause the Property to meet the housing quality standards set forth in 24 CFR 882.109, as well as all applicable local, state and federal codes and ordinances, including zoning ordinances. Developer shall also cause the Property to meet the current edition of the Model Energy Code published by the Council of American Building Officials. 11.12. Displacement and Relocation. Developer acknowledges and agrees that, pursuant to 24 CFR 92.253 and consistent with the other goals and objectives of this part, City must ensure that it has taken all reasonable steps to minimize the displacement of persons as a result of the Project. Furthermore, to the extent feasible, any existing residential tenants must be provided a reasonable opportunity to lease and occupy a suitable, decent, safe, sanitary and affordable dwelling unit on the Property upon completion of the construction. Developer agrees to cooperate fully and completely with City in meeting the requirements of 24 CFR 92.253 and shall take all actions and measures reasonably required by the Executive Director in connection therewith. All applicable state guidelines must also be followed. (a) Developer acknowledges and agrees that if the Project requires �R ouncil 39 — 44 5/17/2022 City OME Loan Agreement EXHIBIT 3 temporary or permanent relocation of existing residential or commercial tenants it will hire a Relocation Consultant to provide relocation services, pursuant to the Uniform Relocation Act and Real Property Acquisition Policies Act of 1970 ("URA") and 24 CFR 92.253. (b) If a Relocation Consultant is required to be retained pursuant to Section 11.12(a), the City, Developer, and Relocation Consultant will meet periodically during the relocation to provide updates and review tenant files, including at Project approval and prior to final benefit calculations. The Developer and Relocation Consultant shall carry out activity in compliance with URA and the City's Acquisition and Relocation Policy and Procedures Manual ("Manual"). (c) If a Relocation Consultant is required to be retained pursuant to Section 11.12(a), the Developer and Relocation Consultant shall maintain accurate records and files pertaining to the temporary and permanent relocation of tenants, in accordance with URA and the City's Manual. (d) If a Relocation Consultant is required to be retained pursuant to Section 11.12(a), the Developer and Relocation Consultant shall provide all relocation and tenant files to the City once relocation is complete at the Project. (e) Developer Responsible for Administration of Relocation. Developer acknowledges that former tenants and occupants of the Property may be eligible for advisory assistance, monetary payments, and other benefits under the Relocation Laws. Developer shall be fully responsible for administering determinations of eligibility, the extent of advisory assistance, and the scope and amount of benefits and monetary payments pursuant to the applicable Relocation Laws, subject to the right, but not obligation, to oversee Relocation by the City. Developer shall cause to be provided and shall pay Relocation assistance and benefits, if any, in accordance with and to the extent required by applicable Relocation Laws to each eligible tenant/occupant that is required to vacate the Property as a result of implementation of the Project. The City's rights are limited to determining compliance with Relocation Laws. Developer is and shall remain solely responsible to pay all out-of-pocket costs for direct payments, if any, to eligible person(s), household(s) and business(es) for Relocation assistance and benefits due and paid and for any other costs incurred related to Relocation, including a Relocation consultant, and any and all costs or fees incurred therefor. (f) Indemnification by Developer Relating to Relocation. Developer hereby covenants and agrees to indemnify, save, protect, hold harmless, pay for, and defend the Indemnitees from and against any and all liabilities, suits, actions, claims, demands, penalties, damages (including without limitation penalties, fines, and monetary sanctions), losses, costs, or expenses, including without limitation consultants' and attorneys' fees, or relocation benefits claimed or payable under the Relocation Laws (for purposes of this Section 11.12, the foregoing shall be referred to as "Liabilities") which may now or in the future be incurred or suffered by Indemnitees by reason of, or resulting, in full or in part, or in any respect whatsoever from the Relocation of residents of the current site pursuant to or resulting from the implementation of this Agreement, except to the extent arising out of the gross negligence or willful misconduct of any of the Indemnitees or a breach by the 2Q ta�cil 39 — 45 5/17/2022 City OME Loan Agreement EXHIBIT 3 City of any representation, warranty or covenant contained in this Agreement. At the request of Developer, the City shall cooperate with and assist Developer in its defense of any such claim, action, suit, proceeding, loss, cost, damage, City liability, deficiency, fine, penalty, punitive damage, or expense; provided that City shall not be obligated to incur any expense in connection with such cooperation or assistance. (g) Release. Developer, on behalf of itself and its affiliates, and any and all successors and assigns hereby fully and finally releases the Indemnitees from any and all manner of actions, causes of action, suits, obligations, liabilities, judgments, executions, debts, claims and demands of every kind and nature whatsoever, known and unknown, which Developer and any of its affiliates, successors or assigns may now have or hereafter obtain against the Indemnitees by reason of, arising out of, relating to, or resulting from in full or in part, the election of Developer to proceed with the Project pursuant to this Agreement except to the extent arising out of the gross negligence or willful misconduct of any of the Indemnitees or a breach by the City of any representation, warranty or covenant contained in this Agreement (collectively, "Claims"), which release shall include but not be limited to any Claims for Relocation assistance or benefits under federal, state, local, or any other applicable laws or Governmental Requirements, except to the extent arising out of the gross negligence or willful misconduct of any of the Indemnitees or a breach by the City of any representation, warranty or covenant contained in this Agreement. The parties agree that, with respect to the release of Claims as set forth above, all rights under Section 1542 of the California Civil Code and any similar law of any state or territory of the United States are expressly waived. Section 1542 reads 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." 11.13. Other Program Requirements. Developer shall carry out each activity in compliance with all federal laws and regulations described in subpart H of 24 CFR 92, except that Developer does not assume City's responsibilities for environmental review in 24 CFR 92.352 or the intergovernmental review process in 24 CFR 92.359. 11.14. Request for Disbursements of Funds. Notwithstanding anything contained in this Agreement to the contrary, Developer may not request disbursements of funds under this Agreement until the funds are needed for payment of eligible costs (such funds shall be used solely towards the acquisition and construction of the Property). The amount of each request shall be limited to the amount needed. 11.15. Eligible Costs. Developer shall use HOME Funds to pay costs defined as "eligible costs" pursuant to 24 CFR 92.206. 11.16. Records and Reports. Developer shall maintain and from time to time submit to City such records, reports and information as the Executive Director may reasonably require in order to permit City to meet the record keeping and reporting requirements required of it pursuant to 24 CFR 92.508. Council 39 — 46 5/17/2022 CityiOME Loan Agreement EXHIBIT 3 11.17. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. Developer shall comply with the requirements and standards of 2 CFR 200. 11.18. Conflict of Interest. Developer shall comply with and be bound by the conflict of interest provisions set forth at 24 CFR 570.611, as well as state regulations pertaining to conflict of interest. 11.19. Monitoring. Developer shall allow the City to conduct periodic inspections of the HOME assisted units on the Property as required by the Program after the date of construction completion, with reasonable advance written notice. Developer shall cure any defects or deficiencies found by the City while conducting such inspections within two weeks of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. Not less than once per year, the City shall review Developer's activities and operations under the Agreement and Developer's compliance with the HOME Requirements. Such review may include an on -site inspection of the Project units (including unit interiors). If such an on -site inspection of the Project units is to be undertaken, the City shall coordinate such inspection with Developer. The monitoring required pursuant to this paragraph shall be in compliance with the requirements of 24 C.F.R. § 92.504. 11.20. Recertification of Tenant Income. (a) Developer shall take all necessary steps to review the income of all tenants prior to renting to them, as well as reviewing current tenants on an annual basis, in accordance with HOME regulations and guidelines. Every fifth (51h) year, Developer shall require new original income documents to be submitted by tenants. Tenants in HOME assisted units whose incomes no longer comply with federal income guidelines shall have their rents adjusted in accordance with federal HOME guidelines (24 CFR 92.252-92.253). (b) HOME assisted units continue to qualify as affordable housing despite a temporary non-compliance caused by increases in the incomes of existing tenants if actions satisfactory to HUD are being taken to ensure that all vacancies are filled in accordance with this section (24 CFR 92.252-92.253) until the non-compliance is corrected. 11.21. Other HOME Program Requirements. Developer shall comply with all other applicable requirements of the HOME Program. 11.22. Controlling Covenants. If there is a discrepancy between State of California and Federal law with regard to any of the aforementioned covenants, the more stringent shall apply. 11.23. Faith Based Activities. To the extent applicable to the Project, in accordance with 24 CFR 92.257, Developer will comply with the restrictions on the use of HOME funds for faith based activities as set forth in Section 92.257. 3� a�cil 39 — 47 5/17/2022 CityiOME Loan Agreement EXHIBIT 3 Section 12. MAINTENANCE, MANAGEMENT, OPERATION, PRESERVATION AND REPAIR OF PROPERTY 12.1. Maintenance. Developer shall maintain the Property (and all abutting grounds, sidewalks, roads, parking and landscape areas which Developer is otherwise required to maintain) in good condition and repair; shall operate the Property in a businesslike manner; shall prudently preserve and protect its own as well as the City's interests in connection with the Property; shall not commit or permit any waste or deterioration of the Property (except for normal wear and tear); shall not abandon any portion of the Property or leave the Property unguarded or unprotected; and shall not otherwise act, or fail to act, in such a way as to unreasonably increase the risk of any damage to the Property or of any other impairment of City's interests under the Loan Documents. Without limiting the generality of the foregoing, and except as otherwise agreed by City in writing from time to time, Developer shall promptly and faithfully perform and observe each of the following provisions: 12.2. Alterations and Repair. Developer shall not remove, demolish or materially alter any Improvement without City's prior consent, except to make non- structural repairs that preserve or increase the Property's value, and shall promptly restore, in a good and professional manner, any Improvement (or other aspect or portion of the Property) that is damaged or destroyed from any cause. 12.3. Compliance. Developer shall comply with all laws and requirements of Governmental Authority (including, without limitation, all requirements relating to the obtaining of Governmental Authority approvals), all Governmental Authority approvals and all rights of third parties, relating to Developer, the Property or Developer's business thereon. 12.4. Taxes and Impositions. Developer shall pay, prior to delinquency, all of the following (collectively, the "Impositions"): (a) all general and special real property taxes and assessments imposed on the Property; (b) all other taxes and assessments and charges of every kind that are assessed upon the Property (or upon the owner and/or operator of the Property) and that create or may create a lien upon the Property (or upon any personal property or fixtures used in connection with the Property), including, without limitation, non -governmental levies and assessments pursuant to applicable covenants, conditions or restrictions; and (c) all license fees, taxes and assessments imposed on City (other than City's income or franchise taxes) which are measured by or based upon (in whole or in part) the amount of the obligations secured by the Property. If permitted by law, Developer may pay any Imposition in installments (together with any accrued interest). 12.5. Right to Contest. Developer shall not be required to pay any Imposition so long as: (a) its validity is being actively contested in good faith and by appropriate proceedings; (b) Developer has demonstrated to City's reasonable satisfaction that leaving such Imposition unpaid pending the outcome of such proceedings could not result in conveyance of the Property in satisfaction of such Imposition or otherwise impair City's interests under the Loan Documents; and, (c) Developer has furnished City with a bond or 3? a�cil 39 — 48 5/17/2022 CityiOME Loan Agreement EXHIBIT 3 other security satisfactory in an amount not less than 100% of the applicable claim (including interest and penalties). 12.6. Evidence of Payment. Upon demand by City from time to time, Developer shall deliver to City, within thirty (30) days following the due date of any Imposition, evidence of payment reasonably satisfactory to City. 12.7. Books, Records and Annual Statement. Developer shall maintain complete books of account and other records reflecting the construction and operation of the Project in accordance with generally accepted accounting principles applied on a consistent basis. During the Term of Agreement, the amount of the Residual Receipts shall be determined on the basis of an annual audited financial statement ("Annual Statement"), for the preceding year, beginning with the first year of operation of all or any part of the Project, prepared at the Developer's expense by an independent certified public account firm acceptable to the City. Such Annual Statement shall be prepared based on the guidelines, and taking into account the information, set forth on Exhibit C, attached hereto and incorporated herein. During the Term of Agreement, the Developer shall submit the Annual Statement and any payment to the City not later than one hundred twenty (120) days after closing of the Developer's previous year's books. The first Annual Statement submitted by the Developer for the City/HOME Loan shall include the period from the Completion of Construction to the close of that year's books. The City shall review and approve such statement (such approval not to be unreasonably withheld or delayed), or request revisions, within ninety (90) days after receipt. In the event that Developer's calculation of Residual Receipts is found to be incorrect as a result of a City review, and has underreported, Developer shall pay to the City the full amount of additional amounts owed within thirty (30) days of notice of such error. The terms of this subsection shall not be the exclusive method by which the City may review Residual Receipts payments by the Developer. In the event the discovery occurs at any time subsequent to the ninety (90) day period for that year's books, Developer shall pay to the City the full amount of such additional amounts owed within thirty (30) days after the error is discovered. Notwithstanding the foregoing, no previous action or inaction by the City shall prohibit the City from requesting repayment of any unpaid, owed amounts of Residual Receipts at any time during the term of this Agreement or thereafter. The Developer shall pay to the City the full amount of such additional amounts owed within thirty (30) days of notice of such errors for periods prior to the previous year. 12.8. Project Operating Account. Developer shall establish an interest bearing account to be known as the Operating Reserve Account. Within sixty (60) months after the Conversion Date, Developer shall deposit an amount into the Operating Reserve Account sufficient to pay three (3) months of operating expenses and three (3) months of mandatory debt service payments ("Target Balance"). Funds shall be invested subject to the prior written approval of the City, and any earnings shall become and remain a part of the Operating Reserve. Funds may be drawn only when revenue is insufficient to pay operating expenses and may be used as permitted under Borrower's Partnership Agreement. At the time of any withdrawals from the Operating Reserve Account, written notice shall be provided to the City which provides a 3.� it 39 — 49 5/17/2022 City OME Loan Agreement EXHIBIT 3 detailed narrative of the nature of the operating deficits that are being cured, including all necessary amounts to cure them. If the balance in the Operating Reserve Account falls below the amount required to pay three (3) months of operating expenses and three (3) months of mandatory debt service payments, then Developer shall apply Residual Receipts, when and if available, or other funds, to the replenishment of Operating Reserves until the Target Balance is achieved. 12.9. Replacement Reserve Account. At or before the Conversion Date, Developer shall establish an interest bearing account to be known as the Replacement Reserve Account. Annually prior to March 31 of each year, Developer shall deposit into the Replacement Reserve Account an amount equal to a minimum of two hundred fifty dollars ($250) per unit but shall not exceed five hundred dollars ($500) per unit, which amounts may increase by 3% annually, or such higher amount as may be required by the Tax Credit Investor or Senior Lender and approved by City; provided, however, that City acknowledges that the Tax Credit Investor and/or Senior Lender will require an annual deposit of funds into the Replacement Reserve Account for all units, and City hereby approves such requirement and agrees that any replacement reserve established by Developer and held by the Tax Credit Investor and/or Senior Lender shall satisfy the requirements of this Section 12.9. The funds in the Replacement Reserve Account shall be held in an interest bearing account, subject to the prior written approval of the City, and any earnings shall become and remain a part of the Replacement Reserve. The Developer shall not draw funds from the Replacement Reserve Account without the prior written approval of the City. Funds may only be drawn from the Replacement Reserve Account to replace or maintain Project assets that have a useful life of more than one (1) year in accordance with Generally Accepted Accounting Principles ("GAAP"), and have been or will be depreciated on the Partnership Tax Return, Form 1040P, filed with the Internal Revenue Service by the Developer's accountant. In the event of a failure by the Developer to adequately maintain the Project, or pay operating expenses, mandatory debt service payments, or other payments required under the Loan Documents or Senior Loan Documents, or during the continuance of an event of default by Developer under the Loan Documents or Senior Loan Documents that would provide for the acceleration of the City/HOME Loan or Senior Loan, then the City may, after delivery of notice to Developer and the expiration of any applicable cure periods and subject to the rights of any Senior Lender, apply the funds in the Replacement Reserve Account to the City/HOME Loan, the Senior Loan, or use such funds for the maintenance, improvement, or continued operation of the Project. Section 13. NONDISCRIMINATION COVENANTS 13.1. Obligation to Refrain from Discrimination. Developer covenants and agrees that: (a) In Use of Property. There shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, 34 a�cil 39 — 50 5/17/2022 City OME Loan Agreement EXHIBIT 3 sex, mental or physical disability, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Developer or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendors of the Property. (b) In Affordable Housing Restrictions. The foregoing covenant shall: (a) be included in the Affordability Restrictions on Transfer of Property; (b) run with the land; and, (c) remain effective for the term of the Agreement. (c) In Employment. In construction of the Property, Developer shall not discriminate against any employee or applicant because of race, color, creed, religion, sex, marital status, mental or physical disability, national origin, or ancestry. Developer shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. (d) In all Contracts. Developer shall cause the foregoing covenants to be inserted in all contracts for any work covered by this Agreement so that such provisions will be binding upon each contractor and subcontractor for the benefit of City, provided that the foregoing covenant shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. Section 14. ENVIRONMENTAL MATTERS 14.1. Representation and Warranty. Except as disclosed in writing to the City including the environmental site assessments prepared on behalf of Developer and delivered to the City, Developer has no knowledge: (a) of the presence on, under or about the Property, now or in the past, of any Hazardous Materials in violation of applicable law, or of the transportation to or from the Property of any Hazardous Materials; (b) that asbestos or polychlorinated biphenyls (PCBs) are contained in or stored on the Property; or, (c) that there are any underground storage tanks located in, on or under the Property. 14.2. Compliance with Environmental Laws. Developer shall: (a) comply with all environmental laws and environmental permits applicable to the Construction of the Property; (b) immediately pay or cause to be paid all costs and expenses incurred by reason of such compliance; (c) keep the Property free and clear of any environmental claims or liens imposed pursuant to any environmental law; and, (d) obtain and renew all environmental permits required for ownership or use of the Property. 14.3. Presence of Hazardous Materials. Developer shall not, and shall not permit anyone else to, generate, use, treat, store, handle, release, or dispose of Hazardous Materials on the Property, or transport or permit the transportation of Hazardous Materials to or from the Property except for de minimis quantities used at the Property in compliance with all applicable environmental laws and required in connection with the routine construction, operation and maintenance of the Property. �S it 39 — 51 5/17/2022 CityiOME Loan Agreement EXHIBIT 3 14.4. Notice of Environmental Matters. Developer shall immediately advise City in writing of any of the following: (a) any pending or threatened environmental claim against Developer or the Property; (b) any condition or occurrence that: (i) results in noncompliance with any applicable environmental law; (ii) could reasonably be anticipated to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability of the Property under any environmental law; or, (iii) could reasonably be anticipated to form the basis of an environmental claim against the Property or Developer. 14.5. Environmental Indemnification by the Developer. Developer agrees to defend, indemnify and hold harmless the City and their respective officers, directors, employees and agents (collectively the "Indemnitees") from and against any and all obligations (including removal and remediation), losses, claims (including third party claims), suits, judgments, liabilities, penalties, damages (including consequential and punitive damages), costs and expenses (including consultants, and attorneys' fees) of whatever kind or nature whatsoever that may at any time be incurred by, imposed on, or asserted against the Indemnitees directly or indirectly based on, or arising or resulting from the actual or alleged presence of Hazardous Materials on the Property other than arising from the gross negligence, willful misconduct and/or illegal actions of any Indemnitee. Section 15. OTHER AFFIRMATIVE COVENANTS While any obligation of Developer under the City/HOME Loan Note or Deed of Trust remain outstanding, the following provisions shall apply, except to the extent that the Executive Director otherwise consents in writing: 15.1. Existence. Developer's Managing General Partner shall maintain its existence in good standing under the laws of the State of California, and Developer shall provide documentation of such status annually to the City. 15.2. Protection of Lien. Developer shall maintain the lien of the City Deed of Trust as a valid second priority deed of trust on the Property and take all actions, and execute and deliver to City all documents, reasonably required by City from time to time in connection therewith. 15.3. Notice of Certain Matters. Developer shall give notice to City, within ten (10) days of Developer's learning thereof, of each of the following: (a) any filed litigation or claim affecting or relating to the Property and involving an amount in excess of $25,000; and any litigation or claim that might subject Developer or any general partner of Developer to liability in excess of $50,000, whether covered by insurance or not; (b) any material dispute between Developer and a Governmental Authority relating to the Property, the adverse determination of which would reasonably be expected to have a material adverse effect on the Property, (c) any change in Developer's principal place of business; 36 it 39 — 52 5/17/2022 City OME Loan Agreement EXHIBIT 3 (d) any aspect of the Improvements that is not in substantial conformity with the plans or code; (e) any Event of Default or event which, with the giving of notice or the passage of time or both, would constitute an Event of Default; (f) any material default by Developer or any other party under any Senior Loan document, or the receipt by Developer of any notice of default under any Senior Loan document; (g) the creation or imposition of any mechanics' or materialmans' lien or other lien against the Property which might materially affect the Property; and/or (h) any material adverse change in the financial condition of Developer. 15.4. Further Assurances. Developer shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to City all documents, and take all actions, reasonably required by City from time to time to confirm the rights created or now or hereafter intended to be created under the Loan Documents; to protect and further the validity, priority and enforceability of the City Deed of Trust; to subject to the Deed of Trust any property intended by the terms of any Loan Document(s) to be covered by the City Deed of Trust or otherwise to carry out the purposes of the Loan Documents and the transactions contemplated thereunder. Notwithstanding anything to the contrary set forth herein, the Developer shall have no obligation to execute any document, or take any action, which would: (i) change a material term of any Loan Document; (ii) change or impair any material right of Developer; and/or, (iii) increase the liability of Developer or any partner thereof. 15.5. Annual Financial Statements. Developer shall deliver to City, within one hundred twenty (120) days after the end of each Calendar Year following issuance of a Certificate of Completion: (a) a certified public accountant reviewed balance sheet for Developer as of the end of such Calendar Year and a certified public accountant reviewed statement of profit and loss for Developer and for Developer's operations in connection with the Property for such Calendar Year, together with all supporting schedules; (b) a certificate of such certified public accountant that such documents were reviewed by such certified public accountant in accordance with generally accepted accounting principles and otherwise comply with generally accepted accounting principles review requirements; and, (c) a certificate of Developer's Managing General Partner that such documents: (i) were prepared in accordance with generally accepted accounting principles applied on a consistent basis or in accordance with such other principles or methods as are reasonably acceptable to City; (ii) fairly present Developer's financial condition; (iii) show all material liabilities, direct and contingent; and, (iv) fairly present the results of Developer's operations. Developer shall also provide the City with any other annual audit reports issued by other monitoring agencies upon written request. 15.6. Audits and Access to Records. Developer agrees that City, the U.S. Department of Housing and Urban Development, the Comptroller General of the United 37 a�cil 39 — 53 5/17/2022 City OME Loan Agreement EXHIBIT 3 States or any of their authorized representatives shall have the right of access, upon reasonable notice, to any books, documents, papers, or other records of Developer that are pertinent to this Agreement in order to make audits, examinations, abstracts, excerpts or transcripts. Developer will maintain all books and records pertaining to this Agreement for a period of not less than five (5) years after all matters pertaining to this Agreement (i.e., audit, disputes or litigation) are resolved in accordance with applicable federal or state laws, regulations or policies, and when a period of affordability or recapture applies to Developer's activities, for a period of not less than five (5) years after the Affordability Period ends. Section 16. OTHER NEGATIVE COVENANTS While any obligation of Developer under the City/HOME Loan Note or City/HOME Loan Deed of Trust remain outstanding, the following provisions shall apply, except to the extent that the Executive Director otherwise consents in writing: 16.1. Default on Senior Loan. Developer shall not default on any of the Senior Loan Documents, provided however, that Developer shall have such period as is provided in the Senior Loan Documents during which to effectuate a cure. 16.2. Sale or Lease of Property. Unless and until Developer has received a Certificate of Completion for the construction from City, except for a Permitted Transfer, Developer shall not sell, lease, sublease or otherwise transfer all or any part of the Property or any interest therein without the prior written consent of the Executive Director, which consent may be withheld in the Executive Director's sole and absolute discretion. In connection with the foregoing consent requirements, Developer acknowledges that City relied upon Developer's particular expertise in entering into this Agreement and continues to rely on such expertise to ensure the satisfactory completion of the construction. Notwithstanding anything to the contrary contained herein, a "transfer" shall not include: (i) a transfer of any general partner's interest in Developer when made in connection with the exercise by the Developer's Limited Partner of its rights upon a default by a general partner under the Developer's Partnership Agreement or upon a general partner's withdrawal in violation of the Partnership Agreement, so long as the removal and substitution of the defaulting general partner is made within thirty (30) days of such default or, if such removal and substitution cannot reasonably be completed within thirty (30) days, so long as the Limited Partner commences to take action to remove and substitute the general partner with a reasonable period and thereafter diligently proceeds to complete such substitution; (ii) any transfer of the Property to the managing general partner of Developer pursuant to the right of first refusal or to the general partners of Developer pursuant to the purchase option, as provided for in the Partnership Agreement; (iii) any transfer of the Limited Partner's interest in accordance with the Partnership Agreement; and, (iv) any sale, transfer or other disposition of an interest in a limited partner of the Developer. 3Q 00mil 39 — 54 5/17/2022 CityOME Loan Agreement EXHIBIT 3 Section 17. CERTIFICATE OF COMPLETION Upon satisfactory completion of the construction and upon the request of Developer, or at its own election, the City shall issue a certificate of completion ("Certificate of Completion"). Such Certificate of Completion shall be, and shall so state, conclusive determination of satisfactory completion of the construction. If City declines to furnish a Certificate of Completion after written request from Developer, the Executive Director shall, within thirty (30) days after receipt of the request, provide Developer with a written statement of the reasons therefore. The statement shall contain a description of the action(s) Developer must take to obtain a Certificate of Completion. If the reason therefore is that the Developer has not completed a minor portion of the Construction, City may, in its sole and absolute discretion, issue the Certificate of Completion upon the posting with City of a bond or other form of security acceptable to the Executive Director in the amount of the fair value of the uncompleted work. A Certificate of Completion is not evidence of compliance with or satisfaction of the Loan Documents or any obligation of Developer to any other party whatsoever, including any holder of a mortgage or deed of trust. A Certificate of Completion is not "notice of completion" referred to in Section 3093 of the California Civil Code. A Certificate of Occupancy issued by the City will also meet the same purpose and requirement as the Certificate of Completion. Section 18. INDEMNIFICATION 18.1. Nonliability of City. Developer acknowledges and agrees that: (a) The relationship between Developer and City is and shall remain solely that of borrower and lender, City neither undertakes nor assumes any responsibility to review, inspect, supervise, approve (other than for aesthetics) or inform Developer of any matter in connection with the construction, including matters relating to: (i) the performance of the construction work, (ii) architects, contractors, subcontractors and materialmen, or the workmanship of or materials used by any of them, or (iii) the progress of the construction; and Developer shall rely entirely on its own judgment with respect to such matters and acknowledges that any review, inspection, supervision, approval or information supplied to Developer by City in connection with such matters is solely for the protection of City and that neither Developer nor any third party is entitled to rely on it; (b) Notwithstanding any other provision of any Loan Document: (i) the City is not a partner, joint venture, alter -ego, manager, controlling person or other business associate or participant of any kind of Developer and City does not intend to ever assume any such status; (ii) City's activities in connection with the City/HOME Loan shall not be "outside the scope of the activities of a lender of money" within the meaning of California Civil Code Section 3434, as modified or recodified from time to time, and City does not intend to ever assume any responsibility to any person for the quality or safety of the Property; and, (iii) City shall not be deemed responsible for or a participant in any acts, 3Q a�cil 39 — 55 5/17/2022 City OME Loan Agreement EXHIBIT 3 omissions or decisions of Developer; (c) City shall not be directly or indirectly liable or responsible for any loss or injury of any kind to any person or property resulting from any construction on, or occupancy or use of, the Property, whether arising from: (i) any defect in any building, grading, landscaping or other onsite or offsite improvement; (ii) any act or omission of Developer or any of Developer's agents, employees, independent contractors, licensees or invitees; or, (iii) any accident on the Property or any fire or other casualty or hazard thereon; and (d) By accepting or approving anything required to be performed or given to City under the Loan Documents, including any certificate, financial statement, survey, appraisal or insurance policy, City shall not be deemed to have warranted or represented the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty or representation by City to anyone. 18.2. Indemnity. Developer shall defend (by counsel reasonably satisfactory to City), indemnify and save and hold harmless the Indemnitees from and against all claims, damages, demands, actions, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising from or relating to: (i) a breach of this Agreement by Developer; (ii) the making of the City/HOME Loan; (iii) a claim, demand or cause of action that any person has or asserts against Developer; (iv) any act or omission of Developer, any contractor, subcontractor or material supplier, engineer, architect or other person with respect to the Property; or, (vi) the ownership, occupancy or use of the Property. Notwithstanding the foregoing, Developer shall not be obligated to indemnify City with respect to the consequences of any act of illegal conduct, gross negligence or willful misconduct of City. Developer's obligations under this Section shall survive the cancellation of the City/HOME Loan Note, release and reconveyance of the City Deed of Trust, issuance of the Certificate of Completion, and termination of this Agreement. (a) Notwithstanding the foregoing, neither Developer, nor any of its partners, shall be personally liable for any indemnification obligation hereunder which would result as the repayment of principal and/or interest under the City/HOME Loan. (b) To the fullest extent permitted by law, the Developer agrees to indemnify, hold harmless and defend the City and its elected officials, officers, governing members, employees, attorneys and agents (collectively, the "Indemnified Parties"), from and against any and all losses, damages, claims, actions, liabilities, reasonable costs and expenses of any and every conceivable nature, kind or character (including, without limitation, reasonable attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject to under any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to: (i) the Loan Documents or the execution or amendment thereof or in connection with the transactions contemplated thereby; Emil 39 — 56 5/17/2022 City OME Loan Agreement EXHIBIT 3 (ii) Developer's ownership or operation of the Project or any act or omission of the Developer or any of its agents, contractors, servants, employees or licensees in connection with the City/HOME Loan or the Project, the operation of the Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation, operation or rehabilitation of, the Project or any part thereof, (iii) any lien or charge upon payments by the Developer to the City, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the City in respect of any portion of the Project; (iv) any violation of any environmental law, rule or regulation with respect to, or the release of any toxic substance from the Project or any part thereof, (v) any untrue or misleading statement of a material fact by the Developer contained in any Loan Document or any of the documents or instruments relating to said Loan Documents that the City relied upon in making the City/HOME Loan, except to the extent such damages are caused by the gross negligence or willful misconduct of such Indemnified Party. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Developer, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment and payment for counsel selected by the Indemnified Party, and shall assume the payment of all reasonable expenses related thereto, with full power to litigate, compromise or settle the same; provided that the Indemnified Party shall have the right to review and approve or disapprove in its reasonable discretion any such compromise or settlement; and, (vi) Notwithstanding anything in this Section 18.2 to the contrary, if judgment is entered against Developer and City by a court of competent jurisdiction because of the concurrent active negligence of City or Indemnified Parties, Developer and City agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment. 18.3. Reimbursement of City. Developer shall reimburse City immediately upon written demand for all costs reasonably incurred by City (including the reasonable fees and expenses of attorneys, accountants, appraisers and other consultants, whether the same are independent contractors or employees of City) in connection with the enforcement of the Loan Documents and all related matters including all claims, demands, causes of action, liabilities, losses, commissions and other costs against which City is indemnified under the Loan Documents. Such reimbursement obligations shall bear interest from the date occurring twenty (20) days after City gives written demand to Developer at the rate of Interest defined in the Note and shall be secured by the City Deed of Trust. Such reimbursement obligations shall survive the cancellation of the City/HOME Loan Note, release and reconveyance of the City/HOME Loan Deed of Trust, issuance of a Certificate of Completion, and termination of this Agreement 41 ouncil 39 — 57 5/17/2022 City OME Loan Agreement EXHIBIT 3 Subsequent to the making and disbursement of this Loan, the Developer shall pay for any subsequent revisions, transfers, extensions, renewals, modifications, refinancing or "workouts," and providing estoppels or subordinations of the City/HOME Loan (collectively, "Changes"), and in the exercise of any of City's rights or remedies under this Agreement. The City will receive from Developer in connection with any request by Developer for a Change, a nonrefundable fee in the amount of Five Hundred Dollars ($500) and Developer shall reimburse City for all of the City's reasonable out-of-pocket expenses (including reasonable attorney's fees) incurred in the administration and review of such Changes, to the extent such expenses exceed Five Hundred Dollars ($500). Section 19. INSURANCE, CASUALTY AND CONDEMNATION 19.1. Prior to undertaking performance of work under this Agreement, Developer shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Minimum Scope and Limit of Insurance — Coverage shall be at least as broad as: Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 00 01 covering any auto (Code 1), or if Developer has no owned autos, hired (Code 8), and non -owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: Insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors & Omissions): Insurance appropriate to the Developer's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. 5. Broader Coverage: If Developer maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Developer. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be 42 00mil 39 — 58 5/17/2022 City OME Loan Agreement EXHIBIT 3 available to the City. b. Other Insurance Provisions — The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Developer including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Developer's insurance (at least as broad as ISO Form CG 20 10 1185 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 forms if later revisions used). 2. Primary Coverage: For any claims related to this Agreement, Developer's insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Developer's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Developer hereby grants to City a waiver of any right to subrogation which any insurer of said Developer may acquire against the City by virtue of the payment of any loss under such insurance. Developer agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require Developer to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies: If any of the required policies provide coverage on a claims -made basis: it 39 — 59 5/17/2022 City OME Loan Agreement EXHIBIT 3 i. The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the work. iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Developer must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. 8. Verification of Coverage: Developer shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Developer's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Subcontractors: Developer shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Developer shall ensure that City is an additional insured on insurance required from subcontractors. 10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. 19.2. Claims and Proceedings. Developer shall give City immediate notice of any material casualty to any portion of the Property, whether or not covered by insurance, and of the initiation or threatened initiation of any proceeding for the condemnation or other taking for public or quasi -public use of any portion of the Property (collectively, "Condemnation"), and shall provide City with copies of all documents which pertain to any such casualty or Condemnation. Developer shall take all action reasonably required by City in connection therewith to protect the interests of Developer and/or City, and City shall be entitled (without regard to the adequacy of its security) to participate in any action, claim, adjustment or proceeding and to be represented therein by counsel of its choice. Developer shall not settle, adjust, or compromise any claim, action, adjustment or proceeding without prior written approval, which approval shall not be unreasonably withheld or delayed. 19.3. Delivery of Proceeds to City. If the proceeds from any casualty insurance is in excess of $500,000, Developer shall, subject to any superior rights of the Senior Lender, deliver such proceeds to the City immediately upon receipt. 44 ftnil 39 — 60 5/17/2022 City OME Loan Agreement EXHIBIT 3 19.4. Application of Casualty Insurance Proceeds. Subject to the rights of the Senior Lender, any proceeds collected (the "Proceeds") under any casualty insurance policy described in this Agreement shall be disbursed to Developer as provided below, but only upon fulfillment of each of the following conditions (the "Restoration Conditions") within ninety (90) days (unless extended by mutual agreement of Developer and City) following the occurrence of the damage for which the Proceeds are collected: (a) Developer shall demonstrate to City's reasonable satisfaction that the Proceeds (together with amounts deposited by Developer pursuant to subparagraph (b)) will be adequate to repair the Improvements and to restore the fair market value of the Property, within two years (or such longer time period reasonably determined by City), to at least the value it had immediately prior to sustaining the damage. Such demonstration shall include delivery to City of. (i) plans and specifications reasonably satisfactory to City; and, (ii) a construction contract in form and content, and with a contractor, reasonably satisfactory to City. (b) To the extent that the Proceeds are insufficient to accomplish the restoration required above, Developer shall deliver to City (the "Shortfall Funds") in the amount of such shortfall, which funds shall be assigned to City as security for Developer's obligation hereunder and held and disbursed in the same manner as the Proceeds. (c) Developer shall execute such documents as City reasonably requires to evidence and secure Developer's obligation to use all amounts disbursed for the diligent restoration of the Property. (d) No Event of Default shall remain uncured. 19.5. Method of Disbursement and Undisbursed Funds. Any Proceeds and Shortfall Funds to be disbursed to Developer shall be held by City and disbursed in accordance with then customary disbursement procedures and related provisions. Any amounts remaining undisbursed following completion of such restoration shall be returned to Developer up to the amount of any Shortfall Funds deposited by Developer, and any other amounts remaining shall either be paid to Developer or applied by City against any obligations to City that are secured by a lien on the Property, as they elect in their sole and absolute discretion. 19.6. Failure to Satisfy Conditions. In the event that Developer fails to fulfill the Restoration Conditions within ninety (90) days, unless extended, following the date on which the damage occurs, the Proceeds shall be applied by City against any obligations to City that are secured by a lien on the Property, and the selection of which such obligations to apply the Proceeds against shall be made by City in their sole and absolute discretion, subject to the rights of the Senior Lender. 19.7. Condemnation; Treatment of Compensation. Subject to any superior rights of Senior Lender, Developer hereby assigns to the City, as security for all obligations to City secured by a lien on the Property, all amounts payable to Developer in connection with any Condemnation, and any proceeds of any related settlement (collectively, "Compensation"). Subject to any superior rights of Senior Lender, Developer shall deliver ftnil 39 — 61 5/17/2022 City OME Loan Agreement EXHIBIT 3 such remaining Compensation to City immediately upon receipt. If the taking results in a loss of the Property to an extent that, in the reasonable opinion of City, renders or is likely to render the Property not economically viable or if, in City's reasonable judgment Developer's security is otherwise impaired, City may apply the Compensation received due to judgment or settlement in connection with any condemnation or other taking to reduce the unpaid obligations secured in such order as City may determine, and without any adjustment in the amount or due dates of payments due under the City/HOME Loan Note. If so applied, any award in excess of the unpaid balance of the City/HOME Loan Note and other sums due to City shall be paid to Developer or Developer's assignee. City shall have no obligation to take any action in connection with any actual or threatened condemnation or other proceeding. (a) Notwithstanding the foregoing, as long as the Developer is not in default under the Loan Documents, any condemnation proceeds may be used by the Developer for repair and/or restoration of the Project. Section 20. DEFAULTS AND REMEDIES 20.1. Events of Default. The occurrence of any of the following, whatever the reason therefore, shall constitute an Event of Default by Developer: (a) Developer fails to make any payment of principal or interest under the City/HOME Loan Note when due, and such failure is not cured within thirty (30) Business Days after Developer's receipt of written notice that such payment was not received when due; (b) Developer fails to perform any other obligation for the payment of money under any Loan Document, and such failure is not cured within thirty (30) Business Days after Developer's receipt of written notice that such obligation was not performed when due; (c) Developer fails to perform any obligation (other than the obligations described in subparagraphs (a) and (b) above) under any Loan Document, and such failure is not cured within thirty (30) days after Developer's receipt of written notice that such obligation was not performed; provided that, if cure cannot reasonably be effected within such thirty (30)-day period, such failure shall not be an Event of Default so long as Developer (in any event, within ten (10) days after receipt of such notice) commences to cure, and thereafter diligently (in any event within one hundred and twenty (120) days after receipt of such notice) prosecutes such cure to completion; (d) Any representation or warranty in any Loan Document proves to have been incorrect in any material respect when made; (e) Reserved; (f) Work on the construction ceases for ninety (90) consecutive days for any reason (other than governmental orders, decrees or regulations, acts of God or any other deity, strikes or other causes beyond Developer's reasonable control), provided that ftnil 39 - 62 5/17/2022 City OME Loan Agreement EXHIBIT 3 the same do not, in the aggregate and in the City's reasonable judgment, threaten to delay the completion of the construction beyond the required completion date set forth in this Agreement; (g) Developer is enjoined or otherwise prohibited by any Governmental Authority from constructing and/or occupying the improvements and such injunction or prohibition continues unstayed for ninety (90) days or more for any reason; (h) Developer is dissolved, liquidated or terminated, or all or substantially all of the assets of Developer are sold or otherwise transferred without the Executive Director's prior written consent; (i) Developer is the subject of an order for relief by a bankruptcy court, or is unable or admits its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or Developer applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or any part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of Developer and the appointment continues undischarged or unstayed for ninety (90) days; or Developer institutes or consents to any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, custodianship, conservatorship, liquidation, rehabilitation or similar proceeding relating to it or any part of its property; or any similar proceeding is instituted without the consent of Developer and continues undismissed or unstayed for ninety (90) days; or any judgment, writ, warrant of attachment or execution, or similar process is issued or levied against any property of Developer and is not released, vacated or fully bonded within ninety (90) days after its issue or levy; 0) Any of the Senior Loan documents is amended, supplemented or otherwise modified without City's prior written consent, to the extent the City's consent is required pursuant to any subordination agreement between the City and the Senior Lender; (k) Senior Loan Document Breach. Any default or breach of Developer that continues uncured after the expiration of any applicable cure period under any other loan document including, but not limited to, the Senior Loan Documents (including but not limited to the Senior Loan Deed of Trust); (1) Voluntary Suspension. The voluntary suspension of Developer's business or the dissolution or termination of the Partnership (if any) constituting Developer; (m) Unauthorized Transfer. Developer's sale or other transfer of the Property or the Project in violation of such terms herein; (n) Fraud or Material Misstatement or Omissions. Any fraudulent act or intentional material omission of Developer's, or intentional material misrepresentation of Developer's, pertaining to or made in connection with the City/HOME Loan, Loan Documents or the Project; or, ftnil 39 - 63 5/17/2022 CityiOME Loan Agreement EXHIBIT 3 (o) Project Monies. Developer's intentional misapplication or embezzlement of Project monies. 20.2. Remedies Upon Default. Upon the occurrence and during the continuance of any Event of Default, City may, at its option and in its absolute discretion, do any or all of the following: (a) By written notice to Developer, declare the principal of all amounts owing under the Loan Documents, together with all accrued interest and other amounts owing in connection therewith, to be immediately due and payable, regardless of any other specified due date; provided that any Event of Default described in Section 20.1 shall automatically, without notice or other action on City's part, cause all such amounts to be immediately due and payable; (b) In its own right or by a court -appointed receiver, take possession of the Property, enter into contracts for and otherwise proceed with the completion of the construction by expenditure of its own funds; (c) Exercise any of its rights under the Loan Documents and any rights provided by law, including, without limitation, the right to seek specific performance and the right to foreclose on any security and exercise any other rights with respect to any security, all in such order and manner as City elects in its sole and absolute discretion; (d) Suspend or terminate the award of HOME funds if Developer fails to comply with any term of that award; and, (e) Right to Cure at Developer's Expense. The City shall have the right to cure any monetary Event of Default by Developer under a loan other than the City/HOME Loan. The Developer agrees to reimburse the City for any funds advanced by the City to cure a monetary default by Developer upon demand therefore, together with interest thereon at the rate of twelve percent (12%) per annum (which rate shall in no event exceed the maximum rate permitted by law and if it does, said rate shall be reduced to the maximum rate then permitted by law), from the date of expenditure until the date of reimbursement. 20.3. Cumulative Remedies: No Waiver. City's rights and remedies under the Loan Documents are cumulative and in addition to all rights and remedies provided by law. The exercise by City of any right or remedy shall not constitute a cure or waiver of any default, nor invalidate any notice of default or any act done pursuant to any such notice, nor prejudice the City in the exercise of any other right or remedy. No waiver of any default shall be implied from any omission by City to take action on account of such default if such default persists or is repeated. No waiver of any default shall affect any default other than the default expressly waived, and any such waiver shall be operative only for the time and to the extent stated. No waiver of any provision of any Loan Document shall be construed as a waiver of any subsequent breach of the same provision. City's consent to or approval of any act by Developer requiring further consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act. The City's acceptance of the late performance of any obligation shall not constitute a waiver by ftnil 39 — 64 5/17/2022 City OME Loan Agreement EXHIBIT 3 City of the right to require prompt performance of all further obligations; City's acceptance of any performance following the sending or filing of any notice of default shall not constitute a waiver of either party's right to proceed with the exercise of its remedies for any unfulfilled obligations; and City's acceptance of any partial performance shall not constitute a waiver by City of any rights. 20.4. Nonrecourse Liability. Neither Developer, nor any other party, including any partner of Developer, shall have any personal liability under this Agreement, or the attached City/HOME Loan Note and City/HOME Loan Deed of Trust, and any judgment, decree or order for the payment of money obtained in any action to enforce the obligation of Developer to repay the City/HOME Loan or any other amount evidenced or secured by such documents shall be enforceable against Developer only to the extent of Developer's interest in the Property. 20.5. Limited Partner Cure. The City shall provide the Developer's Limited Partner with an opportunity to cure any default. Any cure made or tendered by Limited Partner shall be accepted as if made by Developer. Section 21. MISCELLANEOUS 21.1. Obligations Unconditional and Independent. Notwithstanding the existence at any time of any obligation or liability of City to Developer, or any other claim by developer against City, in connection with the City/HOME Loan or otherwise, Developer hereby waives any right it might otherwise have: (a) to offset any such obligation, liability or claim against Developer's obligations under the Loan Documents; or, (b) to claim that the existence of any such outstanding obligation, liability or claim excuses the nonperformance by Developer of any of its obligations under the Loan Documents. 21.2. Notices. All notices, demands, approvals and other communications provided for in the Loan Documents shall be in writing and be delivered to the appropriate party by personal service or U.S. mail at its address as follows: If to Developer: Westview House LP c/o Westview House CDP LLC 3416 Via Oporto, Suite 301 Newport Beach, CA 92663 Attn: Kyle Paine With a copy to: Westview House Mercy House CHDO LLC 807 N. Garfield Street Santa Ana, CA 92701 Attn: Lawrence G. Haynes, Jr. And: Sabelhaus & Strain, LLP 1724 10th Street, Suite 110 Sacramento, CA 95811 49 00mil 39 — 65 5/17/2022 City OME Loan Agreement EXHIBIT 3 Attn: Stephen A. Strain, Esq. And: Chernove and Associates, Inc. 16027 Ventura Boulevard #660 Encino, CA 91436 Attn: Sheldon Chernove, Esq. And: R4 WHCA Acquisition LP c/o R4 Capital LLC 780 Third Avenue, 16th Floor New York, New York 10017 Attention: Marc Schnitzer E-Mail: mschnitzer(&,,R4cap.com And: Frost Brown Todd LLC 400 West Market Street, Suite 3200 Louisville, Kentucky 40202 Attention: Amy Curry If to City: City of Santa Ana Executive Director (CDA) 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 With a copy to: City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 Addresses for notice may be changed as required by written notice to all other parties. All notices personally served shall be effective when actually received. All notices mailed shall be effective three (3) days after deposit in the U.S. Mail, postage prepaid. The foregoing notwithstanding, the non -receipt of any notice as the result of a change of 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 notice. 21.3. Survival of Representations and Warranties. All representations and warranties in the Loan Documents shall survive the making of the City/HOME Loan described herein and have been or will be relied on by City notwithstanding any investigation made by either party. 21.4. No Third Parties Benefited. This Agreement is made for the purpose of setting forth rights and obligations of Developer and the City, and no other person shall have any rights hereunder or by reason hereof. 21.5. Reserved. 5n wail 39 - 66 5/17/2022 City OME Loan Agreement EXHIBIT 3 21.6. Prior Agreements; Amendments; Consents. This Agreement (together with the other Loan Documents) contains the entire agreement between the City and Developer with respect to the City/HOME Loan and the Property, and all prior negotiations, understandings and agreements are superseded by this Agreement and such other Loan Documents. No modification of any Loan Document (including waivers of rights and conditions) shall be effective unless in writing and signed by the party against whom enforcement of such modification is sought, and then only in the specific instance and for the specific purpose given. 21.7. Governing Law. All of the Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of California and Federal law, whichever is more stringent. Developer irrevocably and unconditionally submits to the jurisdiction of the Superior Court of the State of California for the County of Orange or the United States District Court of the Central District of California, as City may deem appropriate, in connection with any legal action or proceeding arising out of or relating to this Agreement or the Loan Documents. Assuming proper service of process, Developer also waives any objection regarding personal or in rem jurisdiction or venue. 21.8. Severability of Provisions. No provision of any Loan Document that is held to be unenforceable or invalid shall affect the remaining provisions, and to this end all provisions of the Loan Documents are hereby declared to be severable. 21.9. Headings. Article and section headings are included in the Loan Documents for convenience of reference only and shall not be used in construing the Loan Documents. 21.10. Conflicts. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, this Agreement, unless otherwise expressly provided, shall prevail; provided however that, with respect to any matter addressed in both such documents, the fact that one document provides for greater, lesser or different rights or obligations than the other shall not be deemed a conflict unless the applicable provisions are inconsistent and could not be simultaneously enforced or performed. 21.11. Time of the Essence. Time is of the essence under this Agreement and in the performance of every term, covenant, and obligation contained herein. 21.12. Conflict of Interest. No member, official or employee of the City shall have any direct or indirect interest in this Agreement, nor participate in any decision relating to the Agreement that is prohibited by law. 21.13. Warranty Against Payment of Consideration. Developer warrants that it has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. 21.14. Reserved. 21.15. Plans and Data. As additional collateral for the City/HOME Loan, 51 ftnil 39 - 67 5/17/2022 City OME Loan Agreement EXHIBIT 3 Developer hereby grants to the City a security interest in all plans and data concerning the Property, subject to the rights of any Senior Lender. Such right of City shall be subject to any right of the preparer of the plans to their use. 21.16. Authority to Enter Agreement. 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 the 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. {signatures on following page) it 39 — 68 5/17/2022 CityOME Loan Agreement EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date set forth at the beginning of this Agreement. DEVELOPER Westview House LP, a California limited partnership By: Westview House CDP LLC, a California limited liability company Its: Administrative General Partner By: Community Development Partners, a California corporation Its: Sole Managing Member By: Kyle Paine Its: President By: Westview Mercy House CHDO, LLC, a California limited liability company Its: Managing General Partner By: Mercy House CHDO, Inc., a California nonprofit public benefit corporation Its: Sole Managing Member By: Lawrence G. Haynes, Jr. Its: Chief Executive Officer 53 Westview House .Celt% [orgreement 39 — 69 5/17/2022 EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date set forth at the beginning of this Agreement. DEVELOPER Westview House LP, a California limited partnership By: Westview House CDP LLC, a California limited liability company Its: Administrative General Partner By: Community Development Partners, a California corporation Its: Sole Managing Member By: Kyle Paine Its: President By: Westview Mercy House CHDO, LLC, a California limited liability company Its: Managing General Partner By: Mercy House CHDO, Inc., a California nonprofit public benefit corporation Its: Sole Managing Member By: Lawrence G. Haynes, Jr. Its: Chief Executive Officer it 39 — 70 5/17/2022 City OME Loan Agreement EXHIBIT 3 ATTEST: CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager Dated: APPROVED AS TO FORM: SONIA R. CARVALHO, City Attorney By: /a I Rya dge Assi antIty Attorney Dated: Mav 5, 2022 RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency Dated: 5,1 00mil 39 — 71 5/17/2022 CityOME Loan Agreement EXHIBIT 3 EXHIBITS A. Legal Description B. Scope of Work C. Project Budget D. City/HOME Loan Deed of Trust E. City/HOME Loan Note F. Affordability Restrictions on Transfer of Property G. Additional Terms and Conditions Federal HOME Investment Partnership (HOME) Funds 5_5 00mil 39 — 72 5/17/2022 City OME Loan Agreement EXHIBIT 3 Exhibit A lop Legal Description City Council 39 — 73 5/17/2022 EXHIBIT 3 PRELIMINARY REPORT Fidelity National Title Company Your Reference: Order No.: 997-30079690-TS4 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 10, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF SAID SECTION 10, 220 FEET WEST OF THE NORTHEAST CORNER OF SAID SECTION 10, RUNNING THENCE SOUTH PARALLEL TO THE EAST LINE OF SAID SECTION 10, 436 FEET; THENCE WEST PARALLEL TO THE NORTH LINE OF SAID SECTION 10, 150 FEET; THENCE NORTH PARALLEL TO THE EAST OF SAID SECTION 10, 436 FEET TO THE NORTH LINE OF SAID SECTION; THENCE EAST ALONG SAID NORTH LINE, 150 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN ALL OIL, GAS, ASPHALTUM, AND OTHER KINDRED SUBSTANCES AS RESERVED IN THAT CERTAIN DEED RECORDED DECEMBER 04, 1925 IN BOOK 617, PAGE 39 OF DEEDS, AND AS RESERVED IN THE DEED RECORDED JULY 03, 1925 IN BOOK 593, PAGE 215 OF DEEDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-FOURTH INTEREST IN ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES AND MINERALS AS RESERVED IN THAT CERTAIN DEED RECORDED APRIL 20, 1955 IN BOOK 3037, PAGE 204 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION OF LAND CONVEYED TO THE CITY OF SANTA ANA BY CONDEMNATION, RECORDED MARCH 04, 1999 AS INSTRUMENT NO. 19990156659 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 198-132-21 PARCEL 2: LOT 5 OF TRACT NO. 9536 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 400, PAGES 13 AND 14 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH PORTIONS OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 10, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, AS SAID SECTION IS SHOWN ON A MAP FILED IN BOOK 51, PAGE 12 OF MISCELLANEOUS MAPS, SHOWN AND DESCRIBED AS PARCEL 1 OF LOT LINE ADJUSTMENT NO. 2005-11 RECORDED JANUARY 13, 2006 AS INSTRUMENT NO. 2006029348 OF OFFICIAL RECORDS OF SAID COUNTY. EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF OF ALL OIL, GAS, ASPHALTUM, OR OTHER KINDRED SUBSTANCES IN, UPON, OR UNDER SAID PREMISES, AS CONVEYED TO CHARLES MENDENHALL BY DEED RECORDED FEBRUARY 16, 1922 IN BOOK 414, PAGE 192 OF DEEDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF OF ALL OIL, GAS, ASPHALTUM, OR OTHER KINDRED SUBSTANCES IN, UPON, OR UNDER SAID PREMISES, AS RESERVED BY CHARLES MENDENHALL, BY DEED RECORDED MAY 19, 1922 IN BOOK 423, PAGE 145 OF DEEDS. APN: 198-132-23 City COLwcil 39 — 74 5/17/2022 CLTA Prelll�inary F�eport Form —Modified (11/17/06) Page 3 EXHIBIT 3 Exhibit B: Scope of Work City Council 39 — 75 5/17/2022 EXHIBIT 3 \WvX altonons[ruc[ion Inc."M� WESTVIEW SCOPES OF WORK 2-410 DEMOLITION: Demolition: concrete slabs, asphalt paving and base, sidewalk on Huron, corner curb, section of CMU wall & footing. 2-820 ABATEMENT: Abatement. N/A 3-010 SEALED OR POLISHED CONCRETE: Sealed Concrete at around floor, trash and utility rooms. 3-300 CONCRETE: Building foundations, continuous footings, pads, (2) elevator pits walls, slab on grade, over a 2" layer of sand over 15 Mil Vapor Barrier over 2" layer of sand. 31-310 SOIL TREATMENT: Soil treatment. 3-540 CELLULAR CONCRETE: 1- 1/4" Gyp -Crete lightweight underlayment over 1/4" acoustic -mat sound mat throughout units on 2nd & 4th floor over plywood, with 1/8" perimeter isolator strips 1- 1/4" Gyp -Crete lightweight underlayment over 1/4" acoustic -mat sound mat at common rooms on 2nd & 4th floor over plywood, with 1/8" perimeter isolator strips 2-1/2" Hardrock concrete at 2nd - 4th floor corridors and walkways. 4-220 MASONRY: Building masonry, N/A Site walls - see line 32-320 CTRTTCTTTRAT./MTCC RTFFT.- 5-100 Structural steel, Allowance 5-510 Stairs #1, #2, & #3, w/ recast riser/treads, stair guardrail, wall mount single handrail. 5-521 2 elevator pit ladders, hoist beams and roof ladder. 42" high unit balcony guardrails with wood slats. 6-100 ROUGH CARPENTRY: Framing per plans and specs, Added (3) balconies and decorative parapet element. (Reduced lumber to current pricing). Horizontal siding. Wood/Metal screen. 6-200 FINISH CARPENTRY: Baseboards Closet shelf and pole. Unit bath accessories. 6-410 CABINETS: Euro Frameless, Unit kitchens and baths, 'Diva' Textured thermofoil flat face edge banded door and drawer fronts, 100 pound Grass Metabox drawer system, woodgrain melamine interiors, self closing concealed hinges, side mount euro white drawer glides, 6" wire pulls, breadboards. Common areas, Community room kitchen. 7-000 CAULKING: 7-100 WATERPROOFING: (2) Elevator pits. 7-140 DECK COATINGS: Westcoat pedestrian deck coating ALX system at 2nd - 4th floor unit balconies over plywood. Westcoat pedestrian deck coating ALX system at (2) 4th floor outdoor decks over plywood. 7-200 THERMAL INSULATION: Buildine insulation. unfaced fiberelass batts. T-24 Infiltration caulkine and OII included. 7-511 I ROOFING: Page 1 EXHIBIT 3 CSI # DESCRIPTION 7-620 SHEETMETAL: General sheet metal, door pans, deck flashing, scupper, conductor head, downspout, A/C pads, hot water equipment pad, parapet coping. 8-100 DOORS/FRAMES/HARDWARE: Unit doors, frames, Schlage hardware. Common areas doors frames, Schlage hardware Smoke Guard M200, elevator smoke curtains. (4) Overhead metal garage doors. Rolling vehicle entry gate and fence w/motor and safety loop. 8-430 STOREFRONT: 2-1/4" x 4-1/2" dark bronze anodized aluminum TC 470 storefront mfr. Arcadia, 1/4" clear solar ban 90 dual glaze insulated units. 8-531 WINDOWS: AMI 80 Series vinyl windows, white/white dual pane, Low-E glass. Removed (3) windows, changed to balcony doors. Anderson E Series Swing patio doors, (82) doubles, (2) single. Added (3) balcony doors. 8-830 MIRRORS: Unit baths 9-240 LATH & PLASTER: Lath / plaster, install 7/8" Thk. Stucco, 20/30 sand finish w/one integral color, W/2-Layers grade "D" 60 Min. Bldg. paper, w/ Structalath 1-1/2"xl-1/2"xl7 ga. at vertical walls & Hi -Rib @ ceilings, w/ Fastwall "Fibered" plaster cement Parex La Habra for scratch and brown coats. Corridor walls & ceilings approx. 10' exposed from the exterior to the interior. Plaster drip screed at horizontal corners. Scratch and brown coats at tile walls. Plaster screed, decorative parapet element.. 9-290 DRYWALL/METAL STUDS: Drywall, light orange peel type texture. Light Gauge metal stud framing at drop ceilings and soffits. 9-310 TILE WORK: Entry Lobby floor and base tile. (2) Common area Unisex restrooms, floors and walls 4' high wainscot. 9-510 ACOUSTICAL CEILINGS: ACT'24"x24" ceiling at (6) offices, (1) meeting room. 9-640 WOOD FLOORING: N/A. 9-650 RESILIENT FLOORING: LVP throughout units, living room, kitchen and bedroom. Sheet vinyl at bathrooms w/heat welded seams and 6" flash cove. LVP at common areas, community room lounge and service provider space. LVP at corridors 1 st - 4th floors. Sheet vinyl, at laundry rooms w/heat welded seams and 6" cove. Sheet vinyl, at trash rooms w/heat welded seams and 6" cove. Misc. transitions throughout common areas. 9-680 CARPET: Carpet Tile. N/A 9-910 PAINTING: Interior / Exterior painting. Graffiti coatings 9' AFF at areas with public access. 10-000 SPECIALTIES: 10-130 Directories (2) 10-140 Si na e - code required 10-211 Toilet Partitions N/A 10-212 Shower Enclosures N/A 10-280 Common area restroom accessories 2 10-300 Fireplaces N/A 10-410 Emergency Key Cabinets / Knox Boxes 3 10-440 Fire Extinguishers / Cabinets (24) (excludes fire extinguishers at unit kitchens) 10-550 Postal Specialties / Mailboxes 11-400 APPLIANCES: 52 7 — f '401, PIP.-t,-;� ra„$P/�,�.P„� 211�� h�,�,�1 .i;�h�x,a (AftPhOO&WHommunityroom. Washers and dryers By Owner Page 2 EXHIBIT 3 BLINDS AND SHADES: COUNTERTOPS: ELEVATORS- (2) Otis Gent elevator system, 3,500 lb., 150 FPM, 4 stop. Additional attachment backing at each floor 14-400 MAN LIFT/HOIST: N/A, Building is under 60'. 14-918 TRASH CHUTES: 2 Trash Chutes. 21-130 FIRE SPRINKLERS: Fire sprinklers, NFPA 13 designed system, POC 6" above ground, semi -recessed and UL listed heads. SOLAR HOT WATER SYSTEM: P333 Solar Hot Water System, N/A 22-ODU FLUMB1NU: 22-100 Rough plumbing,per plans andspecs Finish plumbing 23-300 IHVAC. HVAC per plans and specs. Condensate lines in line 22-100 HVAC permit 26-310 PHOTOVOLTAIC SYSTEM Solar Photovoltaic System. 2" condiut to roof for future use. 26-000 ELECTRICAL: 26-050 Transformer and main power panel Rough / Finish electrical 26-320 Generator / Emergency N/A 26-510 Light Fixtures and lighting controls package LOW VOLTAGE: 26-200 Phone / Data / Television. DAS / Emergency Responder Radio System, ALS System in community room. Two Way Communication/Area of Refuge. 8 call stations. Wi-Fi at common areas and outdoor courtyard. N/A 28-130 Access Security System / Entry Controls 1 Door King 1835 LCD System. 28-230 (1) Hikvision 32-camera system, (32) indoor/outdoor camera System. 28-310 Fire Alarm System SUBTOTAL: (Struc 33 ACCESSORIES STRUCTURES: TOTAL: (LINE 32 & 33) 31-000 EARTHWORK: 31-223 1 Rough -grading 500 Cu/Yd. max. 31-410 1 Shoring N/A Page 3 EXHIBIT 3 CSI # DESCRIPTION 31-250 Erosion control Traffic Control Contract Compliance 35-206 Miscellaneous site labor 35-207 Miscellaneous site equipment 35-208 Cleanup / Dumpsters / Final Clean Up 35-209 Security 10 months 35-441 Air Pollution / Dust Control 43-027 Surveyor / Stake SITE UTILITIES: 33-100 4" Domestic Water, 2" Irrigation water services, w/backflows 8" Fire water w/backflows and (2) new on -site fire hydrants. 33-300 Sanitary Sewer,(1) 8" SDR PVC sewer laterals from POC (tap to main) in street to P/L add sewer laterals from P/L to building w clean out in yard box. 33-400 Storm Drainage, catch basins, atrium drains, area drains and roof drains area drains connection with all piping to storm water system. Diversion structure, Rect. overflow piping and curb drains w/transition fitting, ADS Stormtech MC-4500 system detention 33-510 Gas lines up to meter, trenching for Gas Co. 33-700 Dry utility, Allowance. Gray Water System. N/A CONCRETE PAVING: 32-131 Concrete Paving: Off -Site City sidewalk. Off -Site City curb and gutter. On -Site, pedestrian walkway, rebar and compact base. 32-161 On -Site parking area landscape curbs. On -Site 3' wide concrete swale/gutter. ASPHALT PAVING: 32-121 AC Paving: Off -site asphalt paving, 8" full depth AC slot patch T wide.. On -site asphalt paving, 6" asphalt over 9" Class II compacted base at parking area. 32-172 On -site striping, standard ADA parking stalls w/stencil, standard parking stalls, install & post ADA signage, cross hatching. SITE IMPROVEMENTS: 32-3 10 Site fences and gates 6' H and play area fence 42" H. 32-320 New CMU Perimeter screen wall 6' high w/footing. LANDSCAPING: 32-900 Building planting, trees and shrubs Building Irrigation Building 90 Day Maintenance Period Turf at lawn area. City Council Page 4 39 — 79 5/17/2022 EXHIBIT 3 Exhibit C: Project Budget City Council 39 — 80 5/17/2022 EXHIBIT 3 Wsstvlew House Project Summary 04/28/22 Project Data Operating Economic Assumptions Project: Westvlew House Vacancy Rate Non-PSH Units 5.00 % Vacancy Rate PSH Units 5.00% Total Units 85 Income Inflator 2.00 % Expense Inflator 3.00% Land Area 2.12 RE Tax Inflator 2.00 % Units Per Acre 40.09 QCT/DDA YES Construction Loans Construction Period 30 4%or 9%Financing 4.00% Loan Amount 40,200,000 Federal Tax Credit Price 0.925 Loan Fees 0.60% Tax -Exempt Loan $23,990,343 1.95 % Taxable Loan $16,209,657 2.25% Blended Loan Rate 2.60 % Permanent Loans Fee Interest Amorti-ton Amount Permanent Loans 4.05% 480 13,642,615 Soft Debt Loans Interest 3.00% PROJECT UNIT MIX MONTHLY AMI BEDROOMS SF UNITS MGR PERCENT GROSS UTILITY NETTCAC PBV ANNUAL TCAC RENT ALLOWANCE RENT CONTRACT RENTS RENTAL INCOME 30% 1 489-523 23 0 27% 762 0 762 1,867 515,292.00 30% 2 756 3 1 4% 915 0 915 2,278 82,008.00 30% 3 933-1,101 21 0 25% 1.057 76 981 0 247,212.00 60% 3 933-1,101 13 0 15% 2,114 76 2,038 0 317,928.00 30% 4 1,178 16 0 19% 1,179 95 1,084 0 208,128.00 60% 4 1,178 8 0 10% 2,358 95 2,263 0 217,248.00 TOTAL 84 1 100% 1,587,816 CONSTRUCTION SOURCES TOTAL Construction Loan $39,251,491 Net Investor Equity $4,705,272 OCHFT $1,450,349 City of Santa Ana $3,904,341 CDP OZ LLC $350,000 DDF $103,967 TOTAL SOURCES PERMANENT SOURCES TOTAL Net Investor Equity (Federal) $18,821,088 Permanent Loan $13,642,615 CDP OZ LLC $350'000 OCHFT $1,450,349 City of Santa Ana $3,904,341 NPLH $7,312,537 County of Orange MHSA $4,258,280 Deferred Developer Fee $26,210 TOTAL SOURCES $49,765,420 AMI NO. UNITS 30.00 % 63 35.00% 0 40.00 % 0 45.00% 0 50.00 % 0 55.00% 0 60.00 % 21 Total Affordable 84 Manager Unit 1 TOTAL UNITS 85 Stabilized Cash Flow INCOME TOTAL PER UNIT Gross Potential Rental Income 1,587,816 18,680 Laundry Income 12,240 144 Gross Commercial Income 0 0 Vacancy and Collection (80,003) (941) EFFECTIVE GROSS INCOME 1,520,053 17,883 EXPENSES TOTAL PER UNIT Operating Expenses 643,485 7,570 Other( ) 0 0 Social Services 42,500 500 Reserves 0 0 TOTAL EXPENSES 685,985 8,070 NET OPERATING INCOME TOTAL DEBT SERVICE NET CASH FLOW 834,068 9,813 144,756 CONSTRUCTION USES OF FUNDS TOTAL Land / Acquisition Costs $6,675,000 Total Hard Costs $30.689.128 Hard Cost Contingency $1,535,000 Construction Interest $1.633,319 Loan Fees $377,626 Sofl Costs $5,739,022 Operating Reserves $343,824 Sell Costs Contingency $272,500 Developer Fee $2,500.000 TOTAL DEVELOPMENT COSTS $49,765,420 PERMANENT USES OF FUNDS TOTAL Land / Acquisition Costs $6,675,000 Total Hard Costs $30,689,128 Hard Cost Contingency $1,535,000 Construction Interest $1,633,319 Loan Fees $377,626 Soft Costs $5,739,022 Operating Reserves $343,824 Soft Costs Contingency $272,500 Developer Fee $2,500.000 TOTAL DEVELOPMENT COSTS $49,765,420 BASIS CALCULATIONS Threshold Basis 129,507,377 Eligible Basis 39,860,120 Reduction 0 Total Adjusted Eligible Basis 51,818,156 DDA/QCT Boost 130 % Total Qualified Basis 51,818,156 Credit Rate 4.00% Total Available Annual Credits 2,072,726 Total Requested Federal Credits 2,072,726 Credit Price 0 Net Investor Equity 18,821,088 Total Requested State Credits 0 Credit Price $0.00 Net Investor Equity 0 TOTAL NET INVESTOR EQUITY $18,821,088.00' City Council 39 - 81 5/17/2022 EXHIBIT 3 Westview House Sources & Uses City of Santa Ana Pre-Dev Proforma 04/28/22 NEW OR ELIGIBLE ELIGIBLE NOTTOTAL USES OF •S Land at $3,148,585 Per Acre or $72.28 Per SF TOTAL 6,675,000 ACQUISITION•HISTORIC 0 0 0 STATE 0 ELIGIBLE 6,675,000 PER UNIT 78,529 Associated Acq. Costs 726,288 0 0 0 0 726,288 8,545 Prevailing Wage 0 0 0 0 0 0 0 Hard Cost Residential 30,689,128 361,049 22,879,658 0 22,879,658 0 22,879,658 0 269,172 Site Improvements 3,558,174 0 3,558,174 0 3,558,174to 0 41,861 General Conditions, Overhead, GC Fee 14.00% 3,701,296 0 3,701,296 0 3:701:2960 43,545 GC Bond / Insurance / Letter of Credit 2.40% 550,000 0 550,000 0 550,0000 6,471 Hard Cost Contingency 5.00% 1,535,000 0 1,535,000 0 1,535,000 18,059 Construction Interest (2.6%) at Perm. Rate + -1� 2.60% 1,633,319 0 955,844 0 955,844 677,475 19,216 Bridge Interest at 10.00% 0 0 0 0 0 0 0 Construction Loan Fees 241,200 0 12,060 0 12,060 2,838 Conversion Fee 136,426 0 0 0 0 136,426 1,605 Bridge Loan Fees 0 0 0 0 0 0 0 4% Related Costs / Cost of Issuance 40,000 0 2,000 0 2,000 000 13i,500 471 Accounting & Audit 37,500 0 0 0 0 441 Appraisal / Market Study 11,350 0 11,350 0 11,350 0 134 Architecture (Architect, Landscape Architect) 1,052,500 0 1,052,500 0 1,052,500 0 12,382 Civil Engineering 113,300 0 113,300 0 113,300 0 1,333 Construction Site Inspector 138,500 0 138,500 0 138,500 0 1,629 Consultants (Geo, LEED, Dry Utilities, Security, Bank Insp.) 154,380 0 130,440 0 130,440 23,940 1,816 Environmental (EIR, Phase I, Asbestos, exc.) 5,100 0 5,100 0 5,100 0 60 F.A. / Syndication Consultant / Syndication Fee 0 0 0 0 0 0 0 Furnishings 226,000 0 226,000 0 226,000 0 2,659 Special Inspections (Concrete, SWPPs) 75,000 0 75,000 0 75,000 0 882 Lease -up & Marketing Expenses 60,000 0 0 0 0 60,000 706 Legal 275,000 0 13,750 0 13,750 261,250 3,235 Utility Undergrounding 100,000 0 100,000 0 100,000 0 1,176 Operating & Debt Service Reserve (3-mo's / det 343,824 0 0 0 0 343,824 4,045 Other (Lease Up Reserve) 229,216 0 0 0 0 229,216 2,697 Other (Admin, Repo, Shipping, Reimburseables) 22,000 0 0 0 0 22,000 259 Impact Fees 1,445,871 0 1,445,871 0 1,445,871 0 17,010 Insurance 80,000 0 54,026 0 54,026 25,974 941 Permit Fees 325,000 0 325,000 0 325,000 0 3,824 Property Taxes 110,138 0 0 0 0 110,138 1,296 Solar (Structure & Panels) 0 0 0 0 0 0 0 City Controlled Contingency 400,000 0 200,000 0 200,000 200,000 4,706 Soft Cost Contingency 4.98% 272,500 0 272,500 0 272,500 0 3,206 Tax Credit/Bond Fees (App., Mon., & Res.) 56,879 0 0 0 0 56,879 669 Title & Recording 55,000 0 2,750 0 2,750 52,250 647 Developer Overhead 0 0 0 0 0 0 0 Developer Fee TOTAL• 2,500,000 0 i 2,500,000 39,860,120 0 0 0 9,905,300 29,412 585,476 City Council 39 - 82 5/17/2022 EXHIBIT 3 Westview House Operating Budget - Detailed 4,000 47 8,000 94 8,000 94 26,400 311 Phone / Office Supplies / License / Misc 19,000 224 MANAGEMENTFEE TOTAL MANAGEMENT FEE 61,872 728 UTILITIES Fuel 0 0 Gas 12,000 141 Electricity 28,000 329 Water / Sewer 31,000 365 Other Cable / Misc TOTAL000 0 0 835 PAYROLL/PAYROLLTAXES On -site Manager 52,000 612 Maintenance Personnel 80,200 944 Other Payroll Taxes / Insurance / Workers Comp. 46,714 550 Total Payroll / Payroll Taxes 178,914 2,105 Total Insurance 0 0 • -• -• REPAIRS & MAINTENANCE Painting 6,000 71 Repairs 20,000 235 Trash Removal 20,000 235 Exterminating 5,000 59 Grounds 12,000 141 Elevator 5,000 59 Other Heating & Cooling R&M 10,000 118 TOTALiii 918 OTHER EXPENSES Insurance - Property 45,000 529 Real Estate Taxes 22,500 265 Community Facilities District (CFD) 0 0 Contract Services 0 0 Manager Rent 0 0 Agency Debt Service 0 0 Operating Reserve 0 0 NPLH, MHSA, & OCHFT Monitoring Fees 38,229 450 Social Services OTHER 82,570 971 TOTALEXPENSES Total Annual Residential Operating Expenses 643,485 7,570 Total Number of Units in the Project 85 Total Annual Operating Expenses Per Unit 7,570 Total 3-Month Operating Reserve 343,824 Total Annual Internet Expense (Site Amenity Election) 0 0 Total Annual Services Amenities Budget (From Project Expenses) 0 0 Total Annual Reserve for Replacement 42,500 500 Total Annual Real Estate Taxes i`0 0 TOTAL• City Council 39 — 83 5/17/2022 Westview House Flow of Food. EXHIBIT 3 PAYMENT SOURCES OF Net Investor Equity FUNDS BUDGET 18,821,088 1,882109 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2,823,163 0 0 0 0 0 0 13,598,236 Permanent Loan 27.4% 13,642,615 0 D 0 0 0 0 O 0 0 0 0 0 0 O 0 0 D 0 D 0 0 D 0 0 0 0 0 0 0 13,642,615 Overhand Trench. o.o% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 A-rel Mortgage 0.0% 0 0 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 CDP OZ LLC 0.7% 350,000 350,000 0 0 0 0 0 O 0 0 0 D 0 D O 0 0 D 0 D 0 0 D 0 D 0 0 0 0 D 0 OCHFT 2.9% 1:410,349 0 0 1,450,349 D 0 0 0 0 0 0 D 0 0 0 0 0 D 0 D 0 0 0 0 0 0 0 0 0 0 0 City of Santa Ana 7.8% 3,904,3H 3,513,907 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 390,434 0 0 0 0 0 0 0 0 0 NPLH 14.7% 7,312,537 0 0 0 0 O 0 O 0 0 0 0 0 0 O D 0 0 0 0 0 0 0 0 D 0 0 0 0 D 7,312,537 County 0 Orange MHSA 8.6% 4,258,280 0 0 0 0 0 0 0 0 O 0 0 0 D 0 0 0 0 0 0 0 0 D 0 0 0 0 0 0 D 4,258,280 Defend Developer Fee 0.1% 26,210 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 26,210 General Penn. Equity 0.0% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Gas Ca- Solar Thermal Subsidy 0.0% 0 0 D 0 D 0 0 O 0 O 0 D 0 D O D 0 D 0 D 0 0 0 0 D 0 0 0 0 D 0 SOMAH rebate 0.0% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Inteast on surplus Funds o.0% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N01 Durin Contraction 0.0% 0 0 0 0 0 O 0 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 4.55% 4.55% 4.55% 4.55% 4.55% 4.55% 4.55% 4,55% 2.00% 4.55% 4.55% 4.55% 4.55% 4.55% 4.51 4.55% 4.55% 4.55% 4.55% 4.55% 4.55% 4.55% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Land at $3,1d8,585 Per Acre or$72.28 Per SF 6,675,000 $6,675,000.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Assatiatetl Acq. Costs 72fi,288 $726,288.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 D 0 Prevailing Wage 0 $0.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Herd Cost Residential Tonal:$30,689,128;$361,049 Par Unit 22,879,658 $0,00 1,089,508 1,089,508 1,089,508 1,089,508 1,089,508 1,089,508 1,089,508 1,089,5080 1,089,508 1,089,508 1,089,508 1,089,508 1,089,5081 1,089,5081 1,089,508 1,089,508 1,089,508 1,089,508 1,089,508 1,089,508 1,089,508 0 0 0 0 0 0 0 0 Site Improvements 3,558,174 Sa.00 1,i8fi,058 1,186,058 1,186,058 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 D 0 0 0 0 D 0 General Conditions, Overhead, GC Fee 1400% 3,7081M $O OO 018,57: 318,5]9 318,579 152,531 752,531 152,531 152,531 152,531 152,531 152,5310 152,531 112,531 152,531 152,537 152,531 152,531 152,21 152,531 152,531 152,531 111,465 0 D 0 0 0 0 D 0 GC Bondllnsuance lLetter of Credit 550,000 $550,000.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Had Cost Contingency onstruction lMerest(2.6%) at Perm. Rate r.145 5.00% 2.6D% 1,535,OOo 1,633,819 $0.00 $0.00 0 13,822 0 19,663 0 22,407 0 28,142 0 7 0 33,845 0 36,742 0 39,612 0 2,522 219,286 45,405 219,286 48,802 2IS286 52,282 20):206 219,288 219286 55,661 59,04 442 219,28E 65,843 0 69,749 0 72.7910 0 76Z 0 ,8fi5 0 82,161 0 85 0 85,045 0 85, 0 0 0 0 0 ,0451 85,0405I 85,095 I 85,045 Bridge Interest at 10.00% 0 $0,00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Construction Loan Facs 241,200 $241,200.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Conversion Fee 136,426 10.00 0 0 D 0 0 O 0 0 0 0 0 D 0 D 0 0 0 D 0 0 D 0 D 0 0 0 0 0 136,426 Bridge Loan Fees 0 $000 D 0 0 0 0 0 0 0 0 0 0 D 0 0 0 0 0 D 0 0 0 0 0 0 0 0 0 0 0 4% Related Costs l Cost of lssuanw a000 140,000.01 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Accounting B Audit 37,500 S3o.000.00 0 0 0 0 0 O 0 0 0 D 0 0 D 0 0 0 0 0 0 0 D 0 D 0 0 0 0 0 7,500 Appraisal l Market Study AN, to ure(Am 0, landscape Architect) 11,350 1,052,500 $11,I'd .0' $720,100.00 0 76,620 0 76,620 D 78,820 0 16,620 0 16,620 O 16,620 0 16,620 0 16,62a 0 16,620 0 16,620 0 16,620 0 16,620 0 0 0 16,620 1 16,6201 16,620 0 16,620 0 16,620 0 16,620 0 16,620 0 16,620 0 0 0 0 0 0 0 0 0 0 0 D 0 0 0 0 0 0 Civil Enginsenng 113,300 $9o,S000o 10,Oo0 f0,000 2,500 0 0 O 0 O 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Construction Site Inspector 138,500 $12,500.00 1,000 6,000 6.000 6:1 6,000 fi,000 6,000 fi3Oo0 6,000 6,000 6,000 6,OOD 6,000 6,000 6,000 6,OOD 6,000 6,00D 6,D00 6,OOo 6,000 0 0 0 0 0 0 D 0 Consultanls(Geo, LEED,Dry lAilitias, Security, Bank lnsp.) 154,380 $60,000.00 4,779 4,719 4,779 4,719 4,779 4,719 4,779 4,719 4,779 4,779 4,719 4,778 4,719 4,779 4,719 4,779 4,719 4,778 4,719 4,719 0 0 0 0 0 0 0 0 0 E-Norerital(EIR, Phase 1, Asbestos, exo) 5,100 $5,100.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 FA. I Syndication Consutiant I Syndication Fee o So OD D 0 0 0 0 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 D 0 Fumishings 226,000 $0.00 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 2Q000 100,000 100,000 0 D 0 0 0 0 0 0 D 0 Special Inspections (Concrete, SWPPs) 75,000 $0.00 0 75,000 0 15,000 0 15,000 0 15,Oo0 0 15,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Lease -up 8 MaMeting Expenses fi0,00o 50.00 0 0 0 0 0 0 0 0 0 0 0 0 O 0 0 0 20,000 20,000 20,000 0 0 0 0 0 0 0 0 0 0 Legal 275,000 $205,000 O 0 0 D 0 0 O 0 0 0 D 0 D O 0 0 D 0 0 0 0 D 0 D 0 0 0 0 0 70,000 Utility Undergrounding 100,000 $0.00 50,000 50,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Operating B Debt Service Reserve (3-mo's l debt) W 824 $0.00 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 343,824 Other (Lsase Up Reserve) Other(Admin, Repo, Shipping, Reimburaeables) 229,216 22,000 $0.00 $10,00000 D 600 0 600 0 600 0 600 0 600 O 600 0 600 0 600 0 600 D SOD 0 600 0 600 0 0 0 6001 6001 600 229,216 6U0 0 600 0 600 0 600 0 fi00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Impact Fees 1,445:871 81,445,871.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 amance 80,OOo S8o000.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0 0 0 D 0 0 0 0 D 0 Permit Fees 325,000 $325p0000 0 0 0 0 0 0 0 a 0 0 0 0 0 0 0 0 0 0 0 o D 0 0 0 0 0 0 0 0 Property Taxes 110,138 $60138.01 0 0 0 0 0 0 0 0 0 0 50,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Solar(SercWaB Panels) 0 $000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 City Controlletl C.ntingency /OO,OOo $000 D a D D o O o O o D 0 0 O U D D o 10WOOD z00,oD0 100,OOo DDooDDo Soft Cost Contingency 272:600 $0.00 0 0 70,167 18,767 70,167 18,767 70,167 78,767 78,187 70,167 18,767 70,167 iILI 78,767 78,187 10,167 18,767 0 L 0 0 0 0 0 TexCadiVBond Fear (App., Mon., 8 Res.) 58879 $58,879.00 0 0 0 0 0 O 0 O 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 00 0Tire Remding 55,OOo $3000O DO D 0 D 0 0 O 0 D D D 0 D O 0 0 0 0 D 0 0 D 0 0 0 0 0 25,000 Dveloper Warhead00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 000 D0000Devel0 erFee 2,500,000 8750000.00 0 000000000000 0 0 0 0 0 0 0 0 708210 Opening Balance 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2.2(.1118 2,153,073 2,068,029 1,982,984 1,897,939 1,812,894 1,727,849 Advances D2,125,226) (2,695,905) (2,]16,]4fi) (2,646,990) D,313,119) (1,319,131) (1,33fi,989) (1,324,886) (1,342,757) (1,33o,fi66) (1,567,835) (1,fi06,232) (1,559,712) (1,563,091) (1,566,478) O,Sfi9,8]2) (1,802,489) (1,403,893) (1,580,935) (1,684,3fi0) (1,449,843) (1,331,133) (585,045) (85,045) (85,045) (85,045) (85,045) (85,045) (85,045) (1,288,960) Other Inflow 5,746,016 0 1,450,349 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 390,434 0 2,823,1. 0 0 0 0 0 0 38,037,878 Construction Loan Advances 6,379,210 2,695,905 1,266,397 2,646,990 7,313,719 1,379,131 7,336,989 1,324,886 7,342,757 1,330,668 7,567,835 1,608,232 1,559,772 7,563,091 1,588,478 7,569,872 1,802,489 7,403,893 1,580,935 7,684,360 7,059,409 7,331,733 0 0 0 0 0 0 0 0 Bnde Loan Advances 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 CONSTRUCTION LOAN BALANCE 4D,200,000 Jun-22 Jul-22 Aug 22 Sep22 OctC22 Nov-22 Dec22 Jan23 Feb-23 Mar-23 Apr-23 May23 Jun-23 Jul-23 Aug 23 Sep-23 00-23 Nov 23 Dec 23 Jan24 Feb-24 Me, 24 Apr-24 May-24 Jun24 Ju1-24 Aug-24 Sep-24 Oct24 Nov2d •... r r r r r 0 r r 39251,491 END LOAN BALANCE 39,2VA" 6,379,210 9,075,116 10,341, 51312,988,50314301,623 15,620,75416,957,743 18,282,629 19,625,386 20,956,052 22, 523.986 24,130,118 25, 689,830 27,252,921 28, 819,399 30,389,271 32, 191,760 33,595,654 35, 176.588 36,860,949 37,920,357 39,251,491 39,251,491 39,251.4" 39,251,491 39,251,4A 39,251,491 39,251,491 39,251.491 0 City Council 39 - 84 5/17/2022 EXHIBIT 3 Westview House Cash Flow Statement - Detailed INFLATOR: 2 % / 3 Services 971 82,570 0 75,689 84,841 87,386 90,007 92,7038 95,489 98,354 101,304 104,343 107:474 110,698 114,019 117,439 120,963 124,591 MHSA, & OCHFT Monitoring Fees 450 38,229 0 35,043 39,280 40,459 41,672 42,923 44,210 45,537 46,903 48,310 49,759 51,252 52,789 54,373 56,004 57,684 USES 5,421 460,814 0 422,413 473,486 487,691 502,322 517,391 532,913 548,900 565,368 582,329 599,798 617,792 636,326 655,416 675,078 695,331 :ement Reserve 500 42.500 0 38,958 42,500 43,775 45,088 46,441 47,834 49,269 50,747 52,270 53,838 55,453 57,116 58,830 60,595 62,413 AL EXPENSES 8,070 685,985 i 628,820 703,681 724,791 746,535 768,931 791 , 999 815,759 840,232 865,439 8911,402 918,144 945,688 974,059 11,003,2811i MARD DEBT RATIOS Debt Service Coverage Ratio (Hard) I N/Al 1.00 1 1.22 1 1.23 1 1.251 1.26 1 1.27 1 1.28 1 1.32 1 1.33 1 1.35 1 1.36 1 1.37 1 1.38 1 1.39 1 1.40 &nbsp; City Council &nbsp;39 &ndash;&nbsp;85 5/17/2022 &nbsp; EXHIBIT 3 Exhibit D: City/HOME Loan Deed of Trust City Council 39 — 86 5/17/2022 EXHIBIT 3 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 When Recorded Mail to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council CITY HOME DEED OF TRUST AND ASSIGNMENT OF RENTS (2530 & 2534 Westminster Avenue, Santa Ana, California) THIS DEED OF TRUST AND ASSIGNMENT OF RENTS ("Deed of Trust") is made as of this 26th day of May, 2022, by Westview House LP, a California limited partnership, ("Trustor"), to Fidelity National Title, as trustee ("Trustee"), for the benefit of the City of Santa Ana, a charter city and municipal corporation, as beneficiary ("Beneficiary"). FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein recited and the trust herein created, the receipt of which is hereby acknowledged, Trustor hereby irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION, for the benefit and security of Beneficiary, under and subject to the terms and conditions hereinafter set forth, Trustor's fee interest in the property located in the City of Santa Ana, State of California, that is described in Exhibit A, attached hereto and incorporated herein by this reference (the "Property"), on which Trustor intended to construct and operate an apartment complex commonly known as Westview House. TOGETHER WITH all interest, estates or other claims, both in law and in equity which Trustor now has or may hereafter acquire in the Property and the rents; TOGETHER WITH all easements, rights -of -way and rights used in connection therewith or as a means of access thereto, including without limiting the generality of the foregoing, all tenements, hereditament and appurtenances thereof and thereto; TOGETHER WITH any and all buildings, improvements and landscaping of every kind and description now or hereafter erected thereon, and all property of the Trustor now or hereafter affixed to or placed upon the Property (sometimes collectively referred to as the "Improvements"); i westy oGouncil 39 — 87 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 TOGETHER WITH all building materials and equipment now or hereafter delivered to said Property and intended to be installed therein; TOGETHER WITH all right, title and interest of Trustor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street, open or proposed, adjoining the Property, and any and all sidewalks, alleys, strips and gores of land adjacent to or used in connection with the Property and/or Improvements; TOGETHER WITH all estate, interest, right, title, other claim or demand, of every nature, in and to such property, including the Property, both in law and in equity, including, but not limited to, all oil, gas and mineral rights (including royalty and leasehold rights relating thereto), all water and water rights and shares of stock relating thereto, all leases of all or any portion of the Property or Improvements entered into by Trustor as lessor or lessee, all options to purchase or lease all or any portion of the Property and/or Improvements, all deposits made with or other security given by Trustor to third parties including, utility companies, the proceeds from any or all of such property, including the Property, claims or demands with respect to the proceeds of insurance in effect with respect thereto, which Trustor now has or may hereafter acquire, any and all awards made for the taking by eminent domain or by and proceeding or purchase in lieu thereof of the whole or any part of such property; and TOGETHER WITH all articles of personal property or fixtures now or hereafter attached to, located on, installed in or used in and about the Property and/or Improvements, including without limitation, all partitions, generators, screens, boilers, furnaces, pipes, plumbing, elevators, cleaning and sprinkler systems, fire extinguishing machinery and equipment, water tanks, heating, ventilating, air conditioning and air cooling machinery and, equipment, gas and electric machinery and equipment and other appliances, machinery and equipment and other fixtures of every nature, all of which shall remain real property, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to the Property in any manner. TOGETHER WITH all present and future accounts, general intangibles, chattel paper, deposit accounts, investment property, instruments and documents as those terms are defined in the California Commercial Code, now or hereafter relating or arising with respect to the Property and/or Improvements and/or the use thereof or any improvements thereto, including without limitation: (i) all rights to the payment of money, including escrow proceeds arising out of the sale or other disposition of all or any portion of the Property and/or Improvements; (ii) all deposit accounts and other accounts and funds created under or pursuant to the Loan Agreement (as defined below), and the other Loan Documents, all amounts now or hereafter on deposit herein, and all interest and other earnings thereon with the exception of the operating reserve created pursuant to Borrower's Partnership Agreement (as defined in the Loan Agreement); (iii) all use permits, occupancy permits, construction and building permits, and all other permits and approvals required by any governmental or quasi -governmental authority in connection with the development, construction, use, occupancy or operation of the Property and/or Improvements; (iv) any and all agreements relating to the occupancy and/or operation of the Property and/or Improvements, including without limitation service, property management, landscaping, gardening, consulting and other contracts of every nature (to the extent the same are assignable); (v) all lease or rental agreements; (vi) all names under which the Property and/or Improvements 2 west,C oCsoUncll 39 — 88 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 are now or hereafter known and all rights to carry on business under any such names or any variant thereof, (vii) all trademarks relating to the Property and/or Improvements and/or the use, occupancy or operation thereof; (viii) all goodwill relating to the Property and/or Improvements and/or the use, occupancy or operation thereof, (ix) all insurance proceeds and condemnation awards arising out of or incidental to the ownership, use, occupancy or operation of the Property and/or Improvements; (x) all reserves, deferred payments, deposits, refunds, cost savings, bonds, insurance policies and payments of any kind relating to the Property and/or Improvements; (xi) all water stock, if any, relating to any Property and/or Improvements; (xii) all supplements, modifications and amendments to the foregoing and all present and future accessions, additions, attachments, replacements and substitutions of or to any or all of the foregoing; and (xiii) all cash and noncash proceeds and products of any or all of the foregoing, including without limitation all monies, deposit accounts, insurance proceeds and other tangible or intangible property received upon a sale or other disposition of any of the foregoing, whether voluntary or involuntary; and TOGETHER WITH all present and future goods, equipment and inventory, as those terms are defined in the California Commercial Code, and all other present and future personal property of any kind or nature whatsoever, now or hereafter located at, upon or about the Property and/or Improvements, or used or to be used in connection with or relating or arising with respect to the Property and/or Improvements, the use thereof or any improvements thereto. All of the foregoing, together with the Property, is herein referred to as the "Security". To have and to hold the Security together with acquittances to the Trustee, its successors and assigns forever. FOR THE PURPOSE OF SECURING: (a) Payment of and performance of all indebtedness of Trustor to Beneficiary as set forth in the Loan Agreement (defined in Section 1.5 below) and the Note (defined in Section 1.6 below) in the original principal amount of $2,003,705 until paid or canceled. Said principal and other payments shall be due and payable as provided in the Loan Agreement and the Note. The Loan Agreement and the Note and all their terms are incorporated herein by reference, and this conveyance shall secure any and all extensions thereof, however evidenced; (b) Payment and performance of any sums advanced by Beneficiary to protect the Security pursuant to the terms and provisions of this Deed of Trust with interest thereon as provided herein; (c) Payment and performance of every other obligation, covenant or agreement of Trustor contained in this Deed of Trust and in the other "Loan Documents" (as such term is defined in the Loan Agreement); (d) Payment and performance of all renewals, extensions, supplements, amendments and other modifications of any of the foregoing, including without limitation modifications that are evidenced by new or additional documents or that change the rate of interest on any obligation. All of the foregoing obligations are referred to collectively herein as the "Obligations". westy oGouncil 39 — 89 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES: Section 1. DEFINITIONS 1.1 Defined Terms. In addition to the terms defined elsewhere in this Deed of Trust, the following terms shall have the following meanings in this Deed of Trust: "Debt Instrument" means any debt, loan, mortgage, deed of trust, regulatory agreement or security instrument relating to the Property or the Security, including, but not limited to, the Loan Documents. "Hazardous Substance" means: (a) any oil, flammable substance, explosive, radioactive material, hazardous waste or substance, toxic waste or substance or any other waste, material, or pollutant that (i) poses a hazard to the Property or to persons on the Property or (ii) causes the Property to be in violation of any Hazardous Substance Law; (b) asbestos in any form; (c) urea formaldehyde foam insulation; (d) transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls; (e) radon gas; (f) any chemical, material, or substance defined as or included in the definition of "hazardous substance," "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," or "toxic substances" or words of similar import under any applicable local, state, or federal law or under the regulations adopted or publications promulgated pursuant to those laws, including, but not limited to, any Hazardous Substance Law, Code of Civil Procedure § 564, as amended from time to time, Code of Civil Procedure § 726.5, as amended from time to time, Code of Civil Procedure §736, as amended from time to time, and Civil Code § 2929.5, as amended from time to time; (g) any other chemical, material, or substance, exposure to which is prohibited, limited, or regulated by any governmental authority with authority over the Property or which may pose a hazard to the health and safety of the occupants of the Property or the owners or occupants of property adjacent to or surrounding the Property, or any other person coming on the Property or any adjacent property; and (h) any other chemical, material, or substance that may pose a hazard to the environment. 4 westy oGouncil 39 — 90 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 "Hazardous Substance Claim" means any enforcement, cleanup, removal, remedial, or other governmental, regulatory, or private actions, agreements, or orders threatened, instituted, or completed pursuant to any Hazardous Substance Law together with all claims made or threatened by any third party against Trustor or the Property relating to damage, contribution, cost -recovery compensation, loss, or injury resulting from the presence, release or discharge of any Hazardous Substance. "Hazardous Substance Law" means any federal, state, or local law, ordinance, regulation, or policy relating to the environment, health, and safety, any Hazardous Substance (including, without limitation, the use, handling, transportation, production, disposal, discharge, or storage of the substance), industrial hygiene, soil, groundwater, and indoor and ambient air conditions or the environmental conditions on the Property, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 [42 USCS §§ 9601 et seq.], as amended from time to time; the Hazardous Substances Transportation Act [49 USCS §§ 1801 et seq.], as amended from time to time; the Resource Conservation and Recovery Act [42 USCS §§ 6901 et seq.], as amended from time to time; the Federal Water Pollution Control Act [33 USCS §§ 1251 et seq.], as amended from time to time; the Hazardous Substance Account Act [Health and Safety Code §§ 25300 et seq.], as amended from time to time; the Hazardous Waste Control Law [Health and Safety Code §§ 25100 et seq.], as amended from time to time; the Medical Waste Management Act [Health and Safety Code §§ 25015 et seq.], as amended from time to time; and the Porter -Cologne Water Quality Control Act [Water Code §§ 13000 et seq.], as amended from time to time. "Loan Agreement" means that certain Loan Agreement, which terms and provision are incorporated into this Deed of Trust by reference, of even date herewith between Trustor and Beneficiary. "Note" means that certain promissory note of even date herewith executed by the Trustor, the payment of which is secured by this deed of Trust. "Principal" means the aggregate of all principal and interest due under the Note. "Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment, including continuing migration, of Hazardous Substances that goes into the soil, surface water, or groundwater of the Property, whether or not caused by, contributed to, permitted by, acquiesced to, or known to Trustor. Section 2. GENERAL COVENANTS OF TRUSTOR REGARDING THE PROPERTY, IMPROVEMENTS AND SECURITY 2.1. Payment of Secured Obligations. Trustor shall duly and punctually pay and perform all Obligations, including but not limited to all terms, covenants, conditions and agreements set forth in the Debt Instruments, the Loan Agreement, the Note and any other agreement of any nature whatsoever now or hereafter involving or affecting the Security or any part thereof. S westy oGouncil 39 — 91 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 2.2. Maintenance, Repair and Modification. (a) The Trustor agrees that at all times prior to full payment of the sum owed under the Note, the Trustor will, at the Trustor's own expense, maintain, preserve and keep the Security or cause the Security to be maintained and preserved in good condition and repair and in a prudent and businesslike manner. The Trustor will from time to time make or cause to be made all repairs, replacements and renewals to the Security, which are necessary or appropriate. The Beneficiary shall have no responsibility in any of these matters or for the making of improvements or additions to the Security. (b) Trustor shall not remove, demolish or substantially alter any of the Improvements, other than to make repairs in the ordinary course of business of a non-structural nature which serve to preserve or increase the value of the Security without Beneficiary's prior written consent, which consent shall not be unreasonably withheld so long as Trustor provides reasonable evidence to Beneficiary that, following such demolition and restoration and/or alteration, the Improvements shall have a fair market value at least equal to their fair market value prior to such demolition and restoration and/or alteration; Trustor shall complete promptly and in a good and workmanlike manner any Improvement which may now or hereafter be constructed and promptly restore in like manner any Improvement which may be damaged or destroyed thereon from any cause whatsoever, and pay when due all claims for labor performed and materials furnished therefor; Trustor shall comply with all laws, ordinances, rules, regulations, covenants, conditions, restrictions and orders of any governmental authority now or hereafter affecting the conduct or operation of Trustor's business or the security or any part thereof or requiring any alteration or improvement to be made thereon; Trustor shall not commit, suffer or permit any act to be done in, upon or to the Security or any part thereof in violation of any such laws, ordinances, rules, regulations or orders, or any covenant, condition or restriction now or hereafter affecting the Security; Trustor shall not commit or permit any waste or deterioration of the Security, and shall keep and maintain abutting grounds, sidewalks, roads, parking and landscape areas in good and neat order and repair; Trustor will not take (or fail to take) any action, which if taken (or not so taken) would increase in any way the risk of fire or other hazard occurring to or affecting the Security or otherwise would impair the security of Beneficiary in the Security; Trustor shall comply with the provisions of all leases, if any, constituting a portion of the Security; Trustor shall not abandon the Security or any portion thereof or leave the Security unprotected, unguarded, vacant or deserted; Trustor shall not initiate, join in or consent to any change in any zoning ordinance, general plan, specific plan, private restrictive covenant or other public or private restriction limiting the uses which may be made of the Security by Trustor or by the owner thereof; Trustor shall secure and maintain in full force all permits necessary for the use, occupancy and operation of the Security; except as otherwise prohibited or restricted by the Loan Agreement and the other instruments and documents executed in connection with the transaction to which the Loan Agreement pertains or any of them, Trustor shall do any and all other acts which may be reasonably necessary to protect or preserve the value of the Security and the rights of Trustee and Beneficiary with respect thereto. 2.3. Granting of Easements. ti westy oGouncil T 39 — 92 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 Trustor may not grant easements, licenses, rights -of -way or other rights or privileges in the nature of easements with respect to any property or rights included in the Security except those required or desirable for installation and maintenance of public utilities including, without limitation, water, gas, electricity, sewer, telephone and telegraph, or those required by law. 2.4. Agreement to Pay Attorneys' Fees and Expenses. In the event of any Event of Default (as defined below) hereunder, and if the Beneficiary should employ attorneys or incur other expenses for the collection of amounts due or the enforcement of performance or observance of an obligation or agreement on the part of the Trustor in this Deed of Trust, the Trustor agrees that it will, on demand therefor, pay to the Beneficiary the reasonable fees of such attorneys and such other reasonable expenses so paid by the Beneficiary; and any such amounts paid by the Beneficiary shall be added to the indebtedness secured by the lien of this Deed of Trust, and shall bear interest from the date such expenses are paid at the Agreed Rate (as defined in Section 3.1(d) below). 2.5. Payment of the Principal. The Trustor shall pay to the Beneficiary the Principal and any other payments as set forth in the Note in the amounts and by the times set out therein. 2.6. Fixture Filing and Security Agreement. (a) To the maximum extent permitted by law, the personal property subject to this Deed of Trust shall be deemed to be fixtures and part of the real property and this Deed of Trust shall constitute a fixture filing under the California Commercial Code. As to any personal property not deemed or permitted to be fixtures, this Deed of Trust shall constitute a security agreement under the California Commercial Code and Trustor hereby grants to Beneficiary a security interest in all of Trustor's right, title and interest, whether now existing or hereafter arising, in and to any portion of the Property which constitutes personal property (the "Personal Property"). (b) Trustor hereby represents and warrants to Beneficiary that: (1) Trustor is the owner of the Personal Property and no other person has any right, title, claim or interest (by way of security interest or other lien or charge or otherwise) in, against or to the Personal Property other than any senior lender or lien holder approved in writing by Beneficiary; (2) the Personal Property is free from all liens, security interests, encumbrances and adverse interests, except Permitted Encumbrances (hereinafter defined); (3) no financing statement or similar filing covering any of the Personal Property, and naming any secured party other than Beneficiary and the holders of Permitted Encumbrances, is on file in any public office; (4) each account, general intangible, chattel paper, deposit account, instrument, document, agreement, contract or right to the payment of money constituting Personal Property (collectively, the "Rights to Payment"), if any, is genuine and enforceable in accordance with its terms against the party obligated to pay the same and (5) the Personal Property is not used nor was the Personal Property purchased for personal or family use by Trustor. 7 westv&"Gouncil 39 — 93 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 (c) Trustor hereby agrees: (1) to pay, prior to delinquency, all taxes, assessments, charges, encumbrances and liens now or hereafter imposed upon or affecting all or any part of the Personal Property; (2) not to amend, modify, supplement, terminate or cancel any of the Personal Property; (3) without the prior written consent of Beneficiary, not to remove all or any part of the tangible Personal Property from the Property; (4) to give Beneficiary thirty (30) days' prior written notice of any change in Trustor's residence, principal place of business, chief executive office or trade names or styles; (5) to appear in and defend any action or proceeding which may affect the Personal Property (including, without limitation, actions, proceedings and claims which may affect Trustor's title to the Personal Property or the validity or priority of Beneficiary's security interest in the Personal Property); (6) to indemnify Beneficiary against all claims, demands and liabilities of every kind caused by the Personal Property; and (7) upon not less than 72 hours' prior written notice and during regular business hours, to permit Beneficiary to enter Trustor's premises to inspect the Personal Property; provided, that Trustor shall have the right to require that a representative of Trustor be present during any such entry made while any construction and/or rehabilitation work is occurring. Trustor further agrees (8) to fully and timely perform all of its obligations under and with respect to all Rights of Payment and to diligently enforce all of the obligations of each obligor thereunder; (9) not to amend, modify, supplement, cancel or terminate any of the Rights to Payment in any material respect without the prior written consent of Beneficiary; (10) to keep the Rights to Payment and all proceeds free and clear of all defaults, defenses, rights of offset and counterclaim; (11) to take or bring, in Beneficiary's name or in the name of Trustor, as Beneficiary may require, all actions, suits or proceedings reasonably deemed necessary by Beneficiary to effect collection or to realize upon Rights to Payment; and (12) not to commingle Rights to Payment or collections thereunder with other property. (d) As soon as practicable, and in any event within ten (10) days, Trustor shall notify Beneficiary of. (1) any attachment or other legal process levied against any of the Personal Property; (2) any information received by Trustor which may in any manner materially and adversely affect the value of the Personal Property or the rights and remedies of Beneficiary with respect thereto; and (3) the removal of any of the Personal Property to a new location other than in the ordinary course of business and the removal of any records of Trustor relating to the Personal Property to any location other than the Land and Improvements. (e) Trustor hereby irrevocably constitutes and appoints Beneficiary as its attorney -in - fact to, after the occurrence and during the occurrence of an Event of Default: (1) perform any obligation of Trustor hereunder in Trustor's name or otherwise; (2) give notice of Beneficiary's rights in the Rights to Payment, to enforce the same, and make extension agreements with respect thereto; (3) release persons liable on the Rights to Payment and to give receipts and acquittances and compromise disputes in connection therewith; (4) release security for the Rights to Payment; (5) resort to security for the Rights to Payment in any order; (5) prepare, execute, file, record or deliver notes, assignments, schedules, designation statements, financing statements, continuation statements, termination statements, and other documents to perfect preserve or release Beneficiary's interest in the Rights to Payment; and (6) do all acts and things and execute all documents in the name of Trustor or otherwise, deemed by Beneficiary as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder. The power of attorney granted hereunder is coupled with an interest and is irrevocable. Q westy oGoUncll s 39 — 94 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 2.7. Financing Statement. The Trustor shall execute and deliver to the Beneficiary such financing statements pursuant to the appropriate statutes, and any other documents or instruments as are required to convey to the Beneficiary a valid perfected security interest in the Security. The Trustor agrees to perform all acts that the Beneficiary may reasonably request so as to enable the Beneficiary to maintain such valid perfected security interest in the Security in order to secure the payment of the Note in accordance with its terms. The Beneficiary is authorized to file a copy of any such financing statement in any jurisdiction(s) as it shall deem appropriate from time to time in order to protect the security interest established pursuant to this instrument. 2.8. Operation of the Security. The Trustor agrees and covenants to operate the Security in full compliance with the Loan Agreement and the Debt Instruments. 2.9. Inspection of the Security. The Trustor covenants and agrees that at any and all reasonable times during regular business hours and upon not less than 72 hours' prior written notice, the Beneficiary and its duly authorized agents, attorney's experts, engineers, accountants and representatives, shall have the right, without payment of charges or fees, to inspect all or any portion of the Security, including, but not limited to, the right to inspect and copy all reports and records pertaining thereto provided, that Trustor shall have the right to require that a representative of Trustor be present during any entry onto the Property made while any construction and/or rehabilitation work is occurring. 2.10. Nondiscrimination. The Trustor herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, age, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Security, nor shall the Trustor itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Security. The foregoing covenants shall run with the land. 2.11. Subrogation and Waiver of Offset. (a) Trustor waives any and all right to claim or recover against Beneficiary, its officers, employees, agents and representatives, for loss of or damage to Trustor, the Security, Trustor's property or the property of others under Trustor's control from any cause insured against or required to be insured against by the provisions of this Deed of Trust; provided, however, that this waiver of subrogation shall not be effective with respect to any policy of insurance permitted or required by this Deed of Trust if (i) such policy prohibits, or if coverage thereunder would be reduced as a result of, such waiver of subrogation and (ii) Trustor is unable A west4e o6oUncll 39 — 95 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 to obtain from a carrier issuing such insurance a policy that, by special endorsement or otherwise, permits such a waiver of subrogation. (b) Except as otherwise specifically provided herein, all amounts payable by Trustor pursuant to this Deed of Trust shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Trustor hereunder shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of. (i) any damage to or destruction of or any condemnation or similar taking of the Security or any part thereof, (ii) any restriction or prevention of or interference by any third party with any use of the Security or any part thereof, (iii) any title defect or encumbrance or any eviction from the Security or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Beneficiary, or any action taken with respect to this Deed of Trust by any trustee or receiver of Beneficiary, or by any court, in any such proceeding; (v) any claim which Trustor has or might have against Beneficiary; (vi) any default or failure on the part of Beneficiary to perform or comply with any of the terms hereof or of any other agreement with Trustor; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing. Except as expressly provided herein, Trustor waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any sum secured hereby and payable by Trustor. 2.12. Utilities. Trustor shall pay or cause to be paid when due all utility charges which are incurred for the benefit of the Security or which may become a charge or lien against the Security for gas, electricity, water, sewer services or other fees and charges for utilities furnished to the Security and all other assessments or charges of a similar nature, whether public or private, affecting or related to the Security or any portion thereof, whether or not such taxes, assessments or charges are or may become liens thereon. 2.13. Actions by Beneficiary to Preserve Property. If Trustor fails to make any payment or to do any act as and in the manner provided in this Deed of Trust, Beneficiary and Trustee, and each of them, each in its own discretion, without obligation to do so, without releasing Trustor from any Obligation, and subject only to the notice and cure provisions of the Loan Agreement, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof. In connection therewith (without limiting their general and other powers, whether conferred herein, in another Loan Document or by law), Beneficiary and Trustee shall each and are hereby given the right, but not the obligation: (i) to enter upon and take possession of the Security; (ii) to make additions, alterations, repairs and improvements to the Security which either of them consider necessary or proper to keep the Security in good condition and repair; (iii) to appear and participate in any action or proceeding which may affect the security hereof or the rights or powers of Beneficiary or Trustee; (iv) to pay, purchase, contest or compromise any encumbrance, claim, charge, lien or debt which in the judgment of either may affect the security of this Deed of Trust or be prior or superior hereto; and (v) in exercising such powers to pay necessary expenses, including In westy oGouncil w 39 — 96 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 employment of counsel or other necessary or desirable consultants. Trustor shall reimburse Beneficiary on demand for all costs incurred by Beneficiary in connection with actions which Beneficiary reasonably deems advisable to protect its interest under the Loan Agreement and all such amounts shall bear interest at the Agreed Rate following demand and be secured hereby. 2.14. Transfer of Property by Trustor. Prior to repayment of the Note, Trustor agrees that Trustor shall not sell or transfer the Security or any interest therein or sell or transfer all or substantially all of the assets of Trustor or any of them except as may be provided in the Loan Agreement. 2.15. Additional Security. No other security now existing, or hereafter taken, to secure the Obligations secured hereby or the liability of any maker, surety guarantor or endorser with respect to such Obligations, or any of them, shall be impaired or affected by the execution of this Deed of Trust; and all additional security shall be taken, considered and held as cumulative. The taking of additional security, execution of partial releases of the Security, or any extension of the time of payment of the indebtedness shall not diminish the force, effect or lien of this Deed of Trust and shall not affect or impair the liability of any maker, surety, guarantor or endorser for the payment of said indebtedness. In the event Beneficiary at any time holds additional security for any of the Obligations secured hereby, it may enforce the sale thereof or otherwise realize upon the same, at its option, either before, concurrently, or after a sale is made hereunder. 2.16. Liens. Trustor shall not cause, incur suffer or permit to exist or become effective any lien, encumbrance or charge upon all or any part of the Property, the Improvements or any interest therein other than (a) easements, rights of way, covenants, conditions, restrictions, liens, and other title limitations approved in writing by Beneficiary prior to the execution of this Deed of Trust, (b) immaterial easements and rights of way which are required by governmental authorities as a condition to the use and operation of the Improvements which are approved in writing by Beneficiary after the execution of this Deed of Trust, and (c) easements, rights of way, covenants, conditions, restrictions, liens and other title limitations allowed pursuant to Section 2.3 hereof (the "Permitted Encumbrances"). Trustor shall pay and promptly discharge, at Trustor's cost and expense, all liens, encumbrances and charges upon the Security, or any part thereof or interest therein other than the Permitted Encumbrances; provided, that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Trustor shall have the right to contest in good faith the validity of any such lien, encumbrance or charge, provided Trustor shall first deposit with the Beneficiary a bond or other security reasonably satisfactory to Beneficiary in such amounts as Beneficiary shall reasonably require, but not more than one hundred fifty percent (150%) of the amount of the claim or shall post a bond authorized by statute in lieu thereof, and provided further that Trustor shall thereafter diligently proceed to cause such lien, encumbrance or charge to be removed and discharged. If Trustor shall fail to remove and discharge any such lien, encumbrance, or charge, then, in addition to any other right or remedy of Beneficiary, Beneficiary may, but shall not be 11 westy oGouncil 39 — 97 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 obligated to, discharge the same, without inquiring into the validity of such lien, encumbrance or charge nor into the existence of any defense or offset thereto, either by paying the amount claimed to be due, or by procuring the discharge of such lien, encumbrance or charge by depositing in court a bond or the amount claimed, or otherwise giving security for such claim, in such manner as is or may be prescribed by law. Trustor shall, promptly upon demand therefor by Beneficiary, pay to Beneficiary an amount equal to all costs and expenses incurred by Beneficiary in connection with the exercise by Beneficiary of the foregoing right to discharge any such lien, encumbrance or charge, together with interest thereon from the date of such expenditure at the Agreed Rate and, until paid, such sums shall be secured hereby. 2.17. Beneficiary's Powers. Without affecting the liability of any other person liable for the payment of any Obligation herein mentioned, and without affecting the lien or charge of this Deed of Trust upon any portion of the Security not then or theretofore released as security for the full amount of all unpaid Obligations, Beneficiary may, from time to time and without notice: (a) release any person so liable, (b) extend the maturity or alter any of the terms of any such Obligation (to the extent that Beneficiary is so allowed under the Loan Agreement), (c) grant other indulgences, (d) release or reconvey, or cause to be released or reconveyed at any time at Beneficiary's option any parcel, portion or all of the Security, (e) take or release any other or additional security for any Obligation herein mentioned, or (f) make compositions or other arrangements with debtors in relation thereto. By accepting payment or performance of any Obligation secured by this Deed of Trust after the payment or performance thereof is due or after the filing of notice of default and election to sell (other than satisfaction in full of the Obligations), Beneficiary shall not have thereby waived its right to require prompt payment or performance, when due, of all other Obligations secured hereby, or to declare a default for failure so to pay or perform, or to proceed with the sale under any notice of default and election to sell theretofore given by Beneficiary, or with respect to any unpaid balance of the indebtedness secured hereby. The acceptance by Beneficiary of any sum in an amount less than the sum then due shall not constitute a waiver of the obligation of Trustor to pay the entire sum then due. Trustor's failure to pay the entire sum then due shall continue to be a default, notwithstanding the acceptance of partial payment, and, until the entire sum then due shall have been paid, Beneficiary or Trustee shall at all times be entitled to declare a default and to exercise all the remedies herein conferred, and the right to proceed with a sale under any notice of default and election to sell shall in no way be impaired, whether or not such amounts are received prior or subsequent to such notice. No delay or omission of Trustee or Beneficiary in the exercise of any other right or power hereunder shall impair such right or power or any other right or power nor shall the same be construed to be a waiver of any default or any acquiescence therein. 2.18. Suits to Protect Property. Trustor agrees to appear in and defend any action or proceeding purporting to affect the security of this Deed of Trust or any additional or other security for the obligations secured, the interest of Beneficiary of the rights, powers and duties of Trustee, and to pay all costs and expenses, including without limitation, cost of evidence of title and reasonable attorneys' fees, in any action or proceeding in which Beneficiary or Trustee may appear to be made a party, including, but not limited to, foreclosure or other proceeding commenced by those claiming a westy oGouncil 39 — 98 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 right to any part of the Property under subordinate liens, in any action to partition or condemn all or part of the Property, whether pursued to final judgment, and in any exercise of the power of sale in this Deed of Trust, whether the sale is actually consummated. Section 3. TAXES AND INSURANCE; ADVANCES 3.1. Taxes, Other Governmental Charges and Utility Charges. (a) Trustor shall pay, prior to delinquency, all real property taxes and assessments, general and special, and all other charges of any kind, including without limitation non- governmental levies or assessments such as maintenance charges, levies or other charges resulting from covenants, conditions and restrictions affecting the Security, which are assessed or imposed upon the Security or upon Trustor as owner or operator of the Security, or become due and payable, and which create or may create a lien upon the Security, or any part thereof, or upon any personal property, equipment or other facility used in the operation or maintenance thereof (all the above collectively hereinafter referred to as "Impositions"); provided, however, that if, by law, any Imposition is payable, or may at the option of the taxpayer be paid, in installments, Trustor may pay the same in installments (together with any interest charged) as the same become due and before any fine, penalty or cost may be added thereto for the nonpayment of any such installment. Notwithstanding the foregoing, Trustor shall have the right to diligently contest, in good faith and by appropriate proceedings, the validity of any Imposition, so long as Trustor demonstrates to Beneficiary that Trustor is maintaining sufficient reserves for the payment of all contested liabilities and so long as the security and value of Beneficiary's interest under this Deed of Trust are not impaired as a result of such contest. (b) If at any time after the date hereof there shall be assessed or imposed (1) a tax or assessment on the Security in lieu of or in addition to the Impositions payable by Trustor pursuant to this Section 3.1 hereof, or (2) a license fee, tax or assessment imposed on Beneficiary and measured by or based in whole or in part upon the amount of the outstanding Obligations secured hereby, then all such taxes, assessments or fees shall be deemed to be included within the term "Impositions" as defined in this Section and Trustor shall pay and discharge the same as herein provided with respect to the payment of Impositions. If Trustor fails to pay such Impositions prior to delinquency or if Trustor is prohibited by law from paying such Impositions, Beneficiary may at its option declare all Obligations secured hereby, together with all accrued interest thereon, immediately due and payable. Anything to the contrary herein notwithstanding, Trustor shall have no obligation to pay any franchise, estate, inheritance, income, excess profits or similar tax levied on Beneficiary or on the Obligations secured hereby. (c) Trustor shall deliver to Beneficiary within thirty (30) days after the date upon which any such Imposition is due and payable by Trustor official receipts of the appropriate taxing authority, or other proof reasonably satisfactory to Beneficiary, evidencing the payment thereof. Trustor shall not suffer, permit or initiate the joint assessment of any real and personal property which may constitute all or a portion of the Security and the personal property or suffer, permit or initiate any other procedure whereby the lien of real property taxes and the lien of personal property taxes shall be assessed, levied or charged to the Security as a single Lien. Trustor shall cause to be furnished to Beneficiary a tax reporting service, covering the Property, of a type and duration, and with a company, reasonably satisfactory to Beneficiary. L2 west,CoGouncil 39 — 99 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 (d) In the event that Trustor shall fail to pay any of the foregoing items required by this Section to be paid by Trustor, Beneficiary may (but shall be under no obligation to) pay the same, after the Beneficiary has notified the Trustor of such failure to pay and the Trustor fails to fully pay such items within fifteen (15) business days after receipt of such notice. Any amount so advanced therefor by Beneficiary, together with interest thereon from the date of such advance at the lesser of twelve percent (12%) per annum or the maximum rate permitted by law (hereinafter the "Agreed Rate"), shall become an additional Obligation of Trustor to the Beneficiary and shall be secured hereby, and Trustor agrees to pay all such amounts. 3.2. Insurance. (a) Trustor agrees to provide insurance conforming in all respects to that required under the Loan Agreement at all times until all amounts secured by this Deed of Trust have been paid and all other Obligations secured hereunder fulfilled, and this Deed of Trust reconveyed. All such insurance policies and coverages shall be maintained at Trustor's sole cost and expense. (b) All said insurance shall have attached thereto a lender's loss payable endorsement for the benefit of Beneficiary in form reasonably satisfactory to the Beneficiary and/or shall name Beneficiary as an additional insured, as Beneficiary may require, and shall contain an endorsement or agreement by the insurer that any loss shall be payable in accordance with the terms of such policies notwithstanding any act or negligence of Trustor or any party holding under Trustor which might otherwise result in forfeiture of said insurance and the further agreement of the insurer waiving all rights of setoff, counterclaim and deduction against Trustor. At Beneficiary's option, Trustor shall furnish Beneficiary with an original of all required policies of insurance and/or a certificate of insurance with all required endorsements for each required policy setting forth the coverage, the limits of liability, the deductible, if any, the name of the carrier, the policy number, and the period of coverage, which certificates and endorsements shall be executed by authorized officials of the companies issuing such insurance, or any agents or attorneys -in -fact authorized to issue said certificates and endorsements (in which event each such certificate and endorsements shall be accompanied by a notarized affidavit, agency agreement or power of attorney evidencing the authority of the signatory to issue such certificate on behalf of the insurer named therein), accompanied by a certificate from Trustor that the insurance satisfies the requirements of the Loan Agreement, and that Beneficiary may conclusively rely on such certificates. If Beneficiary consents (which consent shall not be unreasonably withheld or delayed), Trustor may provide any of the required insurance through blanket policies carried by Trustor and covering more than one location; provided, however, all such policies shall be in form and substance and issued by companies reasonably satisfactory to Beneficiary. (c) At least thirty (30) days prior to the expiration of each required policy, Trustor shall deliver to Beneficiary evidence reasonably satisfactory to Beneficiary of the payment of premium and the renewal or replacement of such policy continuing insurance in form as required by this Deed of Trust or the Loan Agreement. All such policies shall contain a provision that, notwithstanding any contrary agreement between Trustor and the insurance company, such policies will not be canceled, allowed to lapse without renewal, surrendered or materially amended (which term shall include any reduction in the scope, or limits of coverage), other than for nonpayment, without at least thirty (30) days prior written notice to Beneficiary. L4 westy oGoUncll 39 — 100 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 (d) In the event of foreclosure of this Deed of Trust or other transfer of title or assignment of the Property in extinguishment, in whole or in part, of the debt secured hereby, all right, title and interest of Trustor in and to all policies of insurance required by Section 3.2 hereof and any unearned premiums paid thereon shall, without further act, be assigned to and shall inure to the benefit of and pass to the successor in interest to Trustor or the purchaser or grantee of the Property, and Trustor hereby appoints Beneficiary its lawful attorney -in -fact to execute an assignment thereof and any other document necessary to effect such transfer. 3.3. Advances. In the event the Trustor shall fail to maintain the full insurance coverage required by this Deed of Trust or shall fail to keep the Security in accordance with the Loan Agreement, the Beneficiary, after at least twenty (20) days prior written notice to Trustor, may (but shall be under no Obligation to) take out the required policies of insurance and pay the premiums on the same or may make such repairs or replacements as are necessary and provide for payment thereof, and all amounts so advanced therefor by the Beneficiary shall become an additional Obligation of the Trustor to the Beneficiary (together with any applicable interest) and shall be secured hereby, which amounts the Trustor agrees to pay on the demand of the Beneficiary, and if not so paid, shall bear interest from the date of the advance at the Agreed Rate. Section 4. DAMAGE, DESTRUCTION OR CONDEMNATION 4.1. Casualties. Trustor shall give prompt written notice to Beneficiary upon the occurrence of casualty to or in connection with the Security or any part thereof, whether or not covered by insurance. In the event of such casualty Trustor hereby absolutely and unconditionally assigns to Beneficiary all insurance proceeds which it may be entitled to receive and such proceeds shall be delivered to and held by Beneficiary to be applied to Beneficiary's expenses in settling, prosecuting or defending any insurance claim, and then to the restoration of any portion of the Security that has been damaged or destroyed to the same condition, character and value as existed prior to such damage or destruction so long as the following conditions are satisfied: (i) Trustor is not in default hereunder (other than any default resulting from such casualty), (ii) Beneficiary's security is not materially impaired, (iii) all income (from the Security or otherwise) required to pay all debt service and operating expenses of the Security during such restoration and thereafter will be equal to or greater than the income which was required to pay such debt service and operating expenses prior to the casualty, (iv) Trustor evidences to the reasonable satisfaction of Beneficiary that the insurance required to be maintained hereunder will be available to the Trustor during restoration and thereafter, (v) Beneficiary shall have approved the plans and specifications for such restoration, which approval shall not be unreasonably withheld or delayed, and (vi) in the event that in Beneficiary's reasonable judgment the insurance proceeds and any amounts deposited with a senior lender are not sufficient to accomplish restoration, Trustor deposits with the Beneficiary or senior lender, if and to the extent required by that senior lender pursuant to the terms of the senior debt instrument, within five days of demand by Beneficiary, the additional amounts necessary to accomplish restoration. Proceeds disbursed for restoration will be released to Trustor in accordance with Beneficiary's then current customary disbursement procedures. In the event any of the conditions set forth above are not satisfied or if LS westy oGoUncll 39 — 101 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 the insurance proceeds shall not be applied to the restoration of the Security within thirty days after receipt of such proceeds by Beneficiary, Beneficiary may release such proceeds to Trustor without such release being deemed a payment of any indebtedness secured hereby, rather than apply such proceeds to the restoration of the Security. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If the Security is restored at a cost less than the available insurance proceeds, then such excess proceeds shall, if Trustor is not then in default hereunder, be paid over to Trustor. Beneficiary may commence, appear in, defend or prosecute any assigned claim or action, and may adjust, compromise, settle and collect all claims, proceeds and awards assigned to Beneficiary, but shall not be responsible for any failure to collect any claim, proceeds or award, regardless of the cause of the failure. 4.2. Condemnation. Promptly upon its obtaining knowledge of the institution or the threatened institution of any proceeding for the condemnation or other taking for public or quasi -public use of the Security or any part thereof, or if the same be taken or damaged by reason of any public improvement or condemnation proceeding, or in any other manner, or should Trustor receive any notice or other information regarding such proceedings, action, taking or damage, Trustor shall promptly notify Trustee and Beneficiary of such fact. Trustor shall then, if requested by Beneficiary, file or defend its right thereunder and prosecute the same with due diligence to its final disposition and shall cause any award or settlement to be paid to Beneficiary in accordance with the provisions of the Loan Agreement. At Beneficiary's option, Beneficiary or Trustor may be the nominal party in such proceeding but in any event Beneficiary shall be entitled, without regard to the adequacy of its security, to participate in, appear in, prosecute and settle, jointly with Trustor to control the same and to be represented therein by counsel of its choice, and Trustor will deliver, or cause to be delivered, to Beneficiary such instruments as may be requested by it from time to time to permit such participation. Trustor and Beneficiary agree to act in good faith with respect to any consent, settlement, or award arising out of said prosecution. If the Security or any part thereof is taken or diminished in value, or if a consent settlement is entered, by or under threat of such proceedings, all compensation, awards, damages, rights of action proceeds and settlements payable to Trustor by virtue of its interest in the security shall be and hereby are assigned, transferred and set over into Beneficiary to be held by it, in trust, subject to the lien and security interest of this Deed of Trust. All such proceeds shall be first applied to reimburse Trustee and Beneficiary, for all costs and expenses, including reasonable attorneys' fees, incurred in connection with the collection of such award or settlement, and then to the restoration of any portion of the Security that has been taken to the similar condition, character and value as existed prior to such taking so long as the following conditions are satisfied: (i) Trustor is not in default hereunder, (ii) Beneficiary's security is not materially impaired, (iii) all income (from the Security or otherwise) required to pay all debt service and operating expenses of the Security during such restoration and thereafter will be equal to or greater than the income which was required to pay such debt service and operating expenses prior to the casualty, (iv) Trustor evidences to the reasonable satisfaction of Beneficiary that the insurance required to be maintained hereunder will be available to the Trustor during restoration and thereafter, (v) Beneficiary shall have approved the plans and specifications for such restoration, and (vi) in the event that in Beneficiary's reasonable judgment the insurance proceeds and any amounts deposited with a senior lender are not sufficient to accomplish lb west,C oGoUncll 39 — 102 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 restoration, Trustor deposits with the Beneficiary or senior lender, if and to the extent required by that senior lender pursuant to the terms of the senior Debt Instrument, within five days of demand by Beneficiary, the additional amounts necessary to accomplish restoration. Application or release of proceeds as provided herein shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. Section 5. ENVIRONMENTAL COVENANTS OF TRUSTOR 5.1. Disclosures By Trustor. Except as disclosed in writing to, and acknowledged and accepted in writing by Beneficiary, Trustor represents and warrants that: (a) during the period of Trustor's ownership of the Property (1) there has been no use, generation, manufacture, storage, treatment, disposal, discharge, Release, or threatened Release of any Hazardous Substance by any person on or around the Property except in such small quantities as are customary and usual in the ordinary course of constructing, using and operating a residential housing business on the Property and in strict compliance with all Hazardous Substances Laws, and (2) there have been no Hazardous Substances transported over or through the Property; (b) Trustor has no knowledge of, or reason to believe that, there has been: (1) any use, generation, manufacture, storage, treatment, disposal, Release, or threatened Release of any hazardous waste or substance by any prior owners or prior occupants of the Property or by any third parties onto the Property, or (2) any actual or threatened litigation or claims of any kind by any person relating to these matters; (c) to Trustor's knowledge, no Hazardous Substances in excess of permitted levels or reportable quantities under applicable Hazardous Substance Laws are present in or about the Property or any nearby real property that could migrate to the Property; (d) to Trustor's knowledge, no Release or threatened Release exists or has occurred; (e) to Trustor's knowledge, no underground storage tanks of any kind are or ever have been located in or about the Property; (f) the Property and all of Trustor's contemplated operations and activities at, and Trustor's contemplated use and occupancy of, the Property comply with all applicable Hazardous Substance Laws; 12 westy oGouncil 39 — 103 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 (g) Trustor is now in strict compliance with, every permit, license, and approval required by all applicable Hazardous Substance Laws for all activities and operations at, and the use and occupancy of, the Property; (h) to Trustor's knowledge, there are no Hazardous Substance Claims pending or threatened with regard to Property or against Trustor; (i) to Trustor's knowledge the Property has not been nor is it within 2,000 feet of any other property designated as "hazardous waste property" or "border zone property" pursuant to Health and Safety Code §§ 25220 et seq., and no proceedings for a determination of this designation are pending or threatened; 0) to Trustor's knowledge, there exists no occurrence or condition on any real property adjoining or within 2,000 feet of the Property that would cause the Property or any part of it to be designated as "hazardous waste property" or "border zone property" under the provisions of Health and Safety Code §§ 25220 et seq., and any regulation adopted in accordance with that section; (k) that the Trustor's use of the Property shall be residential housing; (1) to Trustor's knowledge, any written disclosure submitted by or on behalf of Trustor to Beneficiary concerning any Release or threatened Release, past or present compliance by Trustor or other person of any Hazardous Substance Laws applicable to the Property, the past and present use and occupancy of the Property, and any environmental concerns relating to the Property, was true and complete when submitted and continues to be true and complete as of the date of this Deed of Trust. As used in this Section 5.1, phrases such as "to Trustor's knowledge," shall refer to the actual knowledge of the Trustor, and its agents, directors and other associates, without duty of inquiry or investigation other than the ordering of a Phase I Environmental Assessment as required pursuant to the Loan Agreement. 5.2. Covenants of Trustor. Trustor agrees, except in the ordinary course of business and in strict compliance with all applicable Hazardous Substance Laws, as follows: (a) not to cause or permit the property to be used as a site for the use, generation, manufacture, storage, treatment, Release, discharge, disposal, transportation, or presence of any Hazardous Substance; (b) not to cause, contribute to, permit, or acquiesce in any Release or threatened Release; (c) not to change or modify the use of the Property without the prior written consent of Beneficiary; iR westy oGoUncll 39 — 104 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 (d) to comply with and to use reasonable commercial efforts to cause the Property and every invitee or occupant of the Property to comply with all Hazardous Substance Laws; (e) to promptly upon Trustor's discovery thereof, notify Beneficiary in writing of and to provide Beneficiary with a reasonably detailed description of: Laws; (1) any noncompliance of the Property with any Hazardous Substance (2) any Hazardous Substance Claim; (3) any Release or Threatened Release; (4) the discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that would cause the Property or any part of it to be designated as "hazardous waste property" or "border zone property" under the provisions of Health and Safety Code §§ 25220 et seq., and any regulation adopted in accordance with that section; (f) if Trustor discovers a Release or the presence of any Hazardous Substance on or about the Property in violation of any Hazardous Substance Law, to: (1) notify Beneficiary of that discovery together with a reasonably detailed description; (2) engage promptly after a request by Beneficiary, a qualified environmental engineer reasonably satisfactory to Beneficiary to investigate these matters and prepare and submit to Beneficiary a written report containing the findings and conclusions resulting from that investigation, all at the sole expense of Trustor, and (3) If the Release of Hazardous Substances results in (i) injury to any person, (ii) injury to or contamination of the Property (or a portion thereof), or (iii) injury to or contamination of any real or personal property wherever situated take, at Trustor's sole expense, all necessary actions to remedy, repair, clean up, or detoxify any Release of Hazardous Substance, including, but not limited to, any remedial action required by any Hazardous Substance Laws or any judgment, consent, decree, settlement, or compromise in respect of any Hazardous Substance Claims, these actions to be performed: A. in accordance with Hazardous Substance Laws, B. in a good and proper manner, C. under the supervision of a qualified environmental engineer approved in writing by Beneficiary (such approval not to be unreasonably withheld or delayed), LQ westy oGouncil 39 — 105 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 D. in accordance with plans and specifications for these actions approved in writing by Beneficiary (such approval not to be unreasonably withheld or delayed), and E. using licensed and insured qualified contractors approved in writing by Beneficiary; (g) promptly furnish to Beneficiary copies of all written communications received by Trustor from any governmental authority or other person or given by Trustor to any person and any other information Beneficiary may reasonably request concerning any Release, threatened Release, Hazardous Substance Claim, or the discovery of any Hazardous Substance on or about the Property in violation of any Hazardous Substance Law; and (h) keep Beneficiary generally informed regarding any Release, threatened Release, Hazardous Substance Claim, or the discovery of any Hazardous Substance on or about the Property in violation of any Hazardous Substance Law. 5.3. Rights of Beneficiary. Upon Beneficiary's reasonable belief of the existence of a past or present Release or threatened Release not previously disclosed by Trustor in connection with the making of the Loan or the execution of this Deed of Trust or upon Beneficiary's reasonable belief that Trustor has failed to comply with any environmental provision of this Deed of Trust or any other Loan Document and upon not less than 72 hours' prior written notice (except in the case of an emergency) to Trustor, Beneficiary or its representatives, employees, and agents, may from time to time and at all reasonable times during regular business hours (or at any time in the case of an emergency) enter and inspect the Property and every part of it (including all samples of building materials, soil, and groundwater and all books, records, and files of Trustor relating to the Property) and perform those acts and things that Beneficiary reasonably deems necessary to inspect, investigate, assess, and protect the Security of this Deed of Trust, for the purpose of determining: (a) the existence, location, nature, and magnitude of any past or present Release or threatened Release, (b) the presence of any Hazardous Substances on or about the Property in violation of any Hazardous Substance Law, and (c) the compliance by Trustor of every environmental provision of this Deed of Trust and every other Loan Document. In furtherance of the purposes above, without limitation of any of its other rights, Beneficiary may: (1) obtain a court order to enforce Beneficiary's right to enter and inspect the Property under Civil Code § 2929.5; and �n westy oGouncil 39 — 106 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 (2) have a receiver appointed under Code of Civil Procedure § 564 to enforce Beneficiary's right to enter and inspect the Property for the purpose set forth above. All reasonable costs and expenses incurred by Beneficiary with respect to the audits, tests, inspections, and examinations that Beneficiary or its agents, representatives, or employees may conduct, including the reasonable fees of the engineers, laboratories, contractors, consultants, and attorneys, will be paid by Trustor. All reasonable costs or expenses incurred by Trustee and Beneficiary pursuant to this Section (including without limitation court costs, consultant's fees, and attorney fees, whether incurred in litigation and whether before or after judgment) will bear interest at the Agreed Rate from the date they are incurred until those sums have been paid in full. Except as provided by law, any inspections or tests made by Beneficiary or its representatives, employees, and agents will be for Beneficiary's purposes only and will not be construed to create any responsibility or liability on the part of Beneficiary to Trustor or to any other person. Beneficiary will have the right, but not the obligation, to communicate with any governmental authority regarding any fact or reasonable belief of Beneficiary that constitutes or could constitute a breach of any of Trustor's obligations under any environmental provision contained in this Deed of Trust or any Loan Document. 5.4. Waiver and Indemnity. Trustor: (a) releases and waives any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim except to the extent such liability arises out of the gross negligence or willful misconduct or Beneficiary; (b) agrees to reimburse Beneficiary, on demand, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Agreed Rate; and (c) agrees to indemnify, defend, and hold Beneficiary and Trustee harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, reasonable attorney fees and other legal expenses, costs of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"), including, but not limited to, any Expenses incurred or accruing after the foreclosure of the lien of this Deed of Trust, which either may suffer or incur and which directly or indirectly arises out of or is in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release or the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance on or about the Property, including the soils and groundwater, caused or permitted by Trustor, including, without limitation, to the extent required by an environmental agency with jurisdiction over the Property, the cost of any required or necessary repair, cleanup, remedy, or detoxification of any hazardous Substance and the preparation of any closure, remedial action, or other required plans. Trustor's obligations will survive the satisfaction, release, or cancellation of the indebtedness, the release and reconveyance or partial release and 2I westy oGoUncll 39 — 107 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 reconveyance of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of Trust. 5.5. Additional Covenants of Trustor. (a) Trustor and Beneficiary agree that: (1) this Section is intended as Beneficiary's written request for information and Trustor's written response concerning the environmental condition of the Property as provided by Code of Civil Procedure § 726.5; and (2) each representation, warranty, covenant, or indemnity made by Trustor in this Section or in any other provision of this Deed of Trust or any Loan Document that relates to the environmental condition of the Property is intended by Trustor and Beneficiary to be an "environmental provision" for purposes of Code of Civil Procedure § 736 and will survive the payment of the indebtedness and the termination or expiration of this Deed of Trust and will not be affected by Lender's acquisition of any interest in the Property, whether by full credit bid at foreclosure, deed in lieu of that, or otherwise. If there is any transfer of any portion of Trustor's interest in the Property, any successor -in -interest to Trustor agrees by its succession to that interest that the written request made pursuant to this Section will be deemed remade to the successor -in -interest without any further or additional action on the part of Beneficiary and that by assuming the debt secured by this Deed of Trust or by accepting the interest of Trustor subject to the lien of this Deed of Trust, the successor remakes each of the representations and warranties in this Deed of Trust and agrees to be bound by each covenant in this Deed of Trust, including, but not limited to, any indemnity provision. (b) Even though Trustor may have provided Beneficiary with an environmental site assessment or other environmental report together with other relevant information regarding the environmental condition of the Property, Trustor acknowledges and agrees that Beneficiary is not accepting the Property as security for the Loan based on that assessment, report, or information. Rather, Beneficiary has relied on the representations and warranties of Trustor in this Deed of Trust, and Beneficiary is not waiving any of its rights and remedies in the environmental provisions of this Deed of Trust or any other Loan Document. (c) Beneficiary or its agents, representatives, and employees may seek a judgment that Trustor has breached its covenants, representations, or warranties in Section 2 of this Deed of Trust or any other covenants, representations, or warranties that are deemed to be "environmental provisions" pursuant to Code of Civil Procedure § 736 (each an "Environmental Provision"), by commencing and maintaining an action or actions in any court of competent jurisdiction pursuant to Code of Civil Procedure § 736, whether commenced prior to or after foreclosure of the lien of this Deed of Trust. Beneficiary or its agents, representatives, and employees may also seek an injunction to cause Trustor to abate any action in violation of any Environmental Provision and may seek the recovery of all costs, damages, expenses, fees, penalties, fines, judgments, indemnification payments to third parties, and other out-of-pocket costs or expenses actually incurred by Beneficiary (collectively, "Environmental Costs") incurred or advanced by Beneficiary relating to the cleanup, remedy, or other response action required by any Hazardous Substances Law or any Hazardous Substance Claim. It will be 2� westy oGoUncll 39 — 108 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 conclusively presumed between Beneficiary and Trustor that all Environmental Costs incurred or advanced by Beneficiary relating to the cleanup, remedy, or other response action of or to the Property were made by Beneficiary in good faith. All reasonable Environmental Costs incurred by Beneficiary under this Section (including without limitation court costs, consultant fees, and attorney fees, whether incurred in litigation and whether before or after judgment) will bear interest at the Agreed Rate from the date of expenditure until those sums have been paid in full. Beneficiary will be entitled to bid, at any trustee's or foreclosure sale of the Property, the amount of the costs, expenses, and interest in addition to the amount of other indebtedness. (d) Beneficiary or its agents, representatives, and employees may waive its lien against the Property or any portion of it, including but not limited to the Improvements, to the extent that the Property or any portion of the Security is found to be environmentally impaired in accordance with Code of Civil Procedure § 726.5, and to exercise all rights and remedies of an unsecured creditor against Trustor and all of Trustor's assets and property for the recovery of any deficiency and Environmental Costs, including, but not limited to, seeking an attachment order under Code of Civil Procedure § 483.010. As between Beneficiary and Trustor, for purposes of Code of Civil Procedure § 726.5, Trustor will have the burden of proving that Trustor or any related party (or any affiliate or agent of Trustor or any related party) was not in any way negligent in permitting the Release or threatened Release of the Hazardous Substances. Section 6. ASSIGNMENTS OF RENTS, ISSUES AND PROFITS 6.1. Assignment. Trustor hereby absolutely, irrevocably and unconditionally assigns to Beneficiary, as security for the Obligations, all rents, profits, deposits, royalties, income and other issues and similar benefits derived from the Security (collectively, the "Rents"), and hereby confers upon Beneficiary the right, power and authority to collect such Rents. Trustor irrevocably appoints Beneficiary its true and lawful attorney -in -fact, at the option of Beneficiary, at any time and from time to time, to demand, receive and enforce payment, to give receipts, releases and satisfactions, and to sue, in its name or in the name of Trustor, for all Rents, and apply the same to the Obligations secured hereby; provided, however, that Trustor shall have the right, as between Trustor and Beneficiary, to collect the Rents but not more than one (1) month in advance of the date due unless the written approval of Beneficiary has first been obtained, with the exception of security deposits and "first and last months' rent" collected from tenants in connection with Trustor's ordinary leasing of residential apartments within the Property), and to retain and enjoy the same, so long as an Event of Default shall not have occurred hereunder and be continuing. 6.2. Collection Upon Default. While any Event of Default remains uncured, Beneficiary may, at any time without notice, either in person, by agent or by a receiver appointed by a court, and without regard to the adequacy of any security for the Obligations hereby secured, enter upon and take possession of the Security, or any part thereof, and, with or without taking possession of the Security or any part thereof, in its own name sue for or otherwise collect such Rents (including those past due and unpaid, and all prepaid Rents and all other monies which may have been or may hereafter be 2I westy oGouncil 39 — 109 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 deposited with Trustor by any tenant to secure the payment of any Rent or for any services thereafter to be rendered by Trustor for any other obligation of any tenant to Trustor arising under any lease, and Trustor agrees that, upon the occurrence of any Event or Default hereunder, Trustor shall promptly deliver all Rents and other moneys to Beneficiary), and Beneficiary may apply the same, less costs and expenses of operation and collection, including, without limitation, reasonable attorneys fees, whether or not suit is brought or prosecuted to judgment, against any indebtedness or Obligation of Trustor secured hereby, and in such order as Beneficiary may determine notwithstanding that said indebtedness or the performance of said Obligation may not then be due. The collection of Rents, or the entering upon and taking possession of the Security, or the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or pursuant to such notice of default or be deemed or construed to make Beneficiary a mortgagee - in -possession of the Security or any portion thereof. 6.3. Further Assignments. Upon demand of Beneficiary, Trustor shall, from time to time hereafter, execute, and deliver to Beneficiary recordable assignments of Trustor's interest in any or all leases, subleases, contracts, rights, licenses and permits now or hereafter affecting the Security or any portion thereof. Such assignments shall be made by instruments in form and substance reasonably satisfactory to Beneficiary; provided, however, that no such assignment shall be construed as imposing upon Beneficiary any obligation with respect thereto. Beneficiary may, at its option, exercise its rights hereunder or under any such specific assignment and such exercise shall not constitute a waiver of any right hereunder or under any such specific assignment. Section 7. EVENTS OF DEFAULT 7.1. Events of Default. Each of the following shall constitute Events of Default: (1) the occurrence of an "Event of Default" as defined in the Loan Agreement or as defined in any Debt Instrument; or (2) the failure to make any payment or perform any of Trustor's other Obligations now or hereafter secured by this Deed of Trust (subject to written notice and expiration of any applicable cure period). 7.2. Acceleration of Maturity. If an Event of Default shall have occurred and be continuing, then at the option of the Beneficiary, the amount of any payment related to the Event of Default, the unpaid Principal of the Note and any other indebtedness and other Obligations secured hereby shall immediately become due and payable without presentment, protest notice or demand, all of which are hereby expressly waived, upon written notice by the Beneficiary to the Trustor and no omission on the part of the Beneficiary to exercise such option when entitled to do so shall be construed as a waiver of such right. 7.3. The Beneficiary's Right to Enter and Take Possession. If an Event of Default shall have occurred and be continuing, the Beneficiary may: 24 west,C oGoUncll 39 — 110 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 (a) Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Security and take possession thereof (or any part thereof) and of any of the Security, in its own name or in the name of Trustee, and do any acts which it reasonably deems necessary to preserve the value or marketability of the Security, or part thereof or interest therein, increase the income therefrom or protect the security thereof and, with or without taking possession of the Security, sue for or otherwise collect the Rents, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection including without limitation reasonable attorneys fees, against any indebtedness secured hereby, all in such order as Beneficiary may determine. The entering upon and taking possession of the Security the collection of such Rents and the application thereof as aforesaid shall not cure or waive any Event of Default or notice of default hereunder or invalidate any act done in response to such Event of Default or pursuant to such notice of default, and, notwithstanding the continuance in possession of the Security, Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust, or by law upon occurrence of any Event of Default, including the right to exercise the power of sale; (b) Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (c) Deliver to Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause Trustor's interest in the Security to be sold, which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records of Orange City; or (d) Exercise all other rights and remedies provided herein, in the instruments by which the Trustor acquires title to any Security, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the Obligations secured hereby, or provided by law. 7.4. Foreclosure by Power of Sale. Should the Beneficiary elect to foreclose by exercise of the power of sale herein contained, the Beneficiary shall notify Trustee and shall deposit with Trustee this Deed of Trust, the Loan Agreement and the Note which is secured hereby (and the deposit of which shall be deemed to constitute evidence that the unpaid Principal amount of the Note is immediately due and payable), and such receipts and evidence of any expenditures made that are additionally secured hereby as Trustee may require. (a) Upon receipt of such notice from the Beneficiary ("Notice of Default"), Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Default and election to sell as then required by law and by this Deed of Trust. Trustee shall, without demand on Trustor, after lapse of such time as may then be required by law and after recordation of such Notice of Default and after notice of sale having been given as required by law ("Notice of Sale"), sell the Security, at the time and place of sale fixed by it in said Notice of Sale, whether as a whole or in separate lots or parcels or items as Trustee shall deem expedient and in such order as it may determine unless specified otherwise to the Trustor according to California Civil 2s westy oGoUncll 39 — 111 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 Code Section 2924g(b), at public auction to the highest bidder, for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed or any matters of facts shall be conclusive proof of the truthfulness thereof. Any person, including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale. (b) After deducting all reasonable costs, fees and expenses of Trustee, including costs of evidence of title in connection with such sale, Trustee shall apply the proceeds of sale to payment of. (1) the unpaid Principal amount of the Note; (2) all other sums then secured hereby; and (3) the remainder, if any, to Trustor. (c) Trustee may postpone sale of all or any portion of the Security by public announcement at such time and place of sale, and from time to time thereafter, and without further notice make such sale at the time fixed by the last postponement, or may, in its discretion, give a new notice of sale. 7.5. Receiver If an Event of Default shall have occurred and be continuing, Beneficiary, as a matter of right and without further notice to Trustor or anyone claiming under the Security, and without regard to the then value of the Security or the interest of Trustor therein, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Security (or a part thereof), and Trustor hereby irrevocably consents to such appointment and waives further notice of any application therefor. Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases, and all the powers and duties of Beneficiary in case of entry as provided herein, and shall continue as such and exercise all such powers until the date of confirmation of sale of the Security, unless such receivership is sooner terminated. 7.6. Application of Funds After Default. Except as otherwise herein provided, upon the occurrence of an Event of Default hereunder, and while such Event of Default remains uncured, Beneficiary may, at any time without notice, apply any or all sums or amounts received and held by Beneficiary to pay insurance premiums, Impositions, or either of them, or as Rents or income of the Security, or as insurance or condemnation proceeds, and all other sums or amounts received by Beneficiary from or on account of Trustor or the Security, or otherwise, against any indebtedness or Obligation of the Trustor secured hereby, in such manner and order as Beneficiary may elect. The receipt, use or application of any such sum or amount shall not be construed to affect the maturity of any indebtedness secured by this Deed of Trust, or any of the rights or powers of Beneficiary under the terms of the Loan Agreement, this Deed of Trust or the Note, or any of the Obligations of Trustor or any guarantor under any other instruments or documents now or hereafter delivered in connection with the Loan Agreement or to cure or waive any default or notice of default under the Loan Agreement or any such instruments or documents; or to invalidate any act of Trustee or Beneficiary. 7.7. Costs of Enforcement. 26 westy oGoUncll 39 — 112 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 If any Event of Default occurs, Beneficiary and Trustee, and each of them, may employ an attorney or attorneys to protect their rights hereunder. Trustor promises to pay to Beneficiary, on demand, the reasonable fees and expenses of such attorneys and all other reasonable costs of enforcing the Obligations secured hereby, including, without limitation, recording fees, the expense of a trustee, sale guarantee, Trustee's fees and expenses, receivers fees and expenses, and all other reasonable expenses, of whatever kind or nature, incurred by Beneficiary and Trustee, and each of them, in connection with the enforcement of the Obligations secured hereby, whether or not such enforcement includes the filing of a lawsuit. Until paid, such sums shall be secured hereby and shall bear interest at the Agreed Rate. 7.8. Remedies Cumulative. No right, power or remedy conferred upon or reserved to the Beneficiary by this Deed of Trust is intended to be exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or now or hereafter existing at law or in equity. 7.9. No Waiver. (a) No delay or omission of the Beneficiary to exercise any right, power or remedy accruing upon any Event of Default shall exhaust or impair any such right, power or remedy, or shall be construed to be a waiver of any such Event of Default or acquiescence therein; and every right, power and remedy given by this Deed of Trust to the Beneficiary may be exercised ftom time to time and as often as may be deemed expeditious by the Beneficiary. No consent or waiver, expressed or implied, by the Beneficiary to or any breach by the Trustor in the performance of the Obligations hereunder shall be deemed or construed to be a consent to or waiver of Obligations of the Trustor hereunder. Failure on the part of the Beneficiary to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Beneficiary of its right hereunder or impair any rights, power or remedies consequent on any Event of Default by the Trustor. (b) If the Beneficiary (1) grants forbearance or an extension of time for the payment of any sums secured hereby, (2) takes other or additional security or the payment of any sums secured hereby, (3) waives or does not exercise any right granted in the Loan Agreement, (4) releases any part of the Security from the lien of this Deed of Trust, or otherwise changes any of the terms, covenants, conditions or agreements in the Loan Agreement, (5) consents to the granting of any easement or other right affecting the Security, or (6) makes or consents to any agreement subordinating the lien hereof, any such act or omission shall not release, discharge, modify, change or affect the original liability under this Deed of Trust, or any other obligation of the Trustor or any subsequent purchaser of the Security or any part thereof, or any maker, co- signer, endorser, surety or guarantor (unless expressly released); nor shall any such act or omission preclude the Beneficiary from exercising any right, power or privilege herein granted or intended to be granted in any Event of Default then made or of any subsequent Event of Default, nor, except as otherwise expressly provided in an instrument or instruments executed by the Beneficiary shall the lien of this Deed of Trust be altered thereby. 7.10. Suits to Protect the Security. 27 westy oGouncil 39 — 113 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 The Beneficiary shall have power to: (1) institute and maintain such suits and proceedings as it may in its reasonable discretion deem expedient to prevent any impairment of the Security and the rights of the Beneficiary as may be unlawful or any violation of this Deed of Trust, (2) preserve or protect its interest (as described in this Deed of Trust) in the Security, and (3) restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement for compliance with such enactment, rule or order would impair the Security thereunder or be prejudicial to the interest of the Beneficiary. 7.11. Trustee May File Proofs of Claim. In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting the Trustor, its creditors or its property, the Beneficiary, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary in order to have the claims of the Beneficiary allowed in such proceedings and for any additional amount which may become due and payable by the Trustor hereunder after such date. 7.12. Limited Partner Cure Rights. Notwithstanding anything to the contrary in this Deed of Trust, Beneficiary shall give the investor limited partner of Trustor the following notice at the address provided in Section 8.3(b) and cure rights: (a) Beneficiary will give the limited partner a copy of any notice (at the limited partner's address provided in a notice by Trustor to Beneficiary) that Beneficiary gives to Trustor under this Deed of Trust, provided that Trustor has provided the address and contact information for the investor limited partner in writing to Beneficiary; (b) Beneficiary will give the limited partner thirty (30) days after the limited partner's receipt of such notice to cure a non-payment of any sum due under this Deed of Trust; (c) Beneficiary will give the limited partner sixty (60) days after the limited partner's receipt of such notice to cure any other default under this Deed of Trust; (d) If a non -monetary default is incapable of being cured within sixty (60) days, Beneficiary will give the limited partner such additional time as is reasonably necessary to cure such default provided the limited partner has commenced to cure such default and is diligently proceeding to cure such default through the end of such period; and (e) If the limited partner makes any such payment or otherwise cures such default, the Beneficiary will accept such action as curing such default as if such payment or cure were made by Trustor. Section 8. MISCELLANEOUS 8.1. Amendments. westy oGoUncll 39 — 114 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 This instrument cannot be waived, changed, discharged or terminated orally, but only by an instrument in writing signed by Beneficiary and Trustor. 8.2. Reconveyance by Trustee. Upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust to Trustee for cancellation and retention, and upon payment by Trustor of Trustee's reasonable fees, Trustee shall reconvey, without warranty, the Security to Trustor, or to the person or persons legally entitled thereto. 8.3. Notices. (a) If at any time after the execution of this Deed of Trust it shall become necessary or convenient for one of the parties hereto to serve any notice, demand or communication upon the other party, such notice, demand or communication shall be in writing and shall be served personally or by depositing the same in the registered United States mail, return receipt requested, postage prepaid and: (1) if intended for Beneficiary shall be addressed to: City of Santa Ana Executive Director (CDA) 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 (2) if intended for Trustors shall be addressed to: Trustor: Westview House LP c/o Westview House CDP LLC 3416 Via Oporto, Suite 301 Newport Beach, CA 92663 Attn: Kyle Paine With a copy to: Westview House Mercy House CHDO LLC 807 N. Garfield Street Santa Ana, CA 92701 Attn: Lawrence G. Haynes, Jr. And: Sabelhaus & Strain, LLP 1724 1Oth Street, Suite 110 Sacramento, CA 95811 Attn: Stephen A. Strain, Esq. And: Chernove and Associates, Inc. 16027 Ventura Boulevard #660 Encino, CA 91436 2Q westy oGouncil 39 — 115 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 Attn: Sheldon Chemove, Esq. With a copy to: R4 WHCA Acquisition LP c/o R4 Capital LLC 780 Third Avenue, 16th Floor New York, New York 10017 Attention: Marc Schnitzer E-Mail: mschnitzer(a,R4cap.com And to: Frost Brown Todd LLC 400 West Market Street, Suite 3200 Louisville, Kentucky 40202 Attention: Amy Curry Any notice, demand or communication shall be deemed given, received, made or communicated on the date personal delivery is effected or, if mailed in the manner herein specified, on the delivery date or date delivery is refused by the addressee, as shown on the return receipt. Either party may change its address at any time by giving written notice of such change to Beneficiary or Trustor as the case may be, in the manner provided herein, at least ten (10) days prior to the date such change is desired to be effective. 8.4. Successors and Joint Trustors. All Obligations of Trustor secured by this Deed of Trust, shall also apply to and bind any permitted transferee or successors in interest. Where the terms of the Deed of Trust have the effect of creating an Obligation of the Trustor and a transferee, such Obligation shall be deemed to be a joint and several Obligation of the Trustor and such transferee. Where Trustor is more than one entity or person, all Obligations of Trustor shall be deemed to be a joint and several Obligation of each and every entity and person comprising Trustor. 8.5. Captions. The captions or headings at the beginning of each Section hereof are for the convenience of the parties and are not a part of this Deed of Trust. 8.6. Invalidity of Certain Provisions. Every provision of this Deed of Trust is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court or other body of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. If the lien of this Deed of Trust is invalid or unenforceable as to any part of the debt, or if the lien is invalid or unenforceable as to any part of the Security, the unsecured or partially secured portion of the debt, and all payments made on the debt, whether voluntary or -AU westy oGoUncll 39 — 116 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 under foreclosure or other enforcement action or procedure, shall be considered to have been first paid or applied to the full payment of that portion of the debt which is not secured or partially secured by the lien of this Deed of Trust. 8.7. Governing Law and Venue. This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California. In the event of any legal action to enforce or interpret this Deed of Trust, 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. 8.8. Gender and Number. In this Deed of Trust the singular shall include the plural and the masculine shall include the feminine and neuter and vice versa, if the context so requires. 8.9. Deed of Trust, Mortgage. Any reference in this Deed of Trust to a mortgage shall also refer to a deed of trust and any reference to a deed of trust shall also refer to a mortgage. 8.10. Actions. Trustor agrees to appear in and defend any action or proceeding purporting to affect the Security. 8.11. Substitution of Trustee. Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the City or counties in which the Security is situated, shall be conclusive proof of proper appointment of the successor trustee. 8.12. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action of proceedings in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee. 8.13. Conflicts. 3� westy oGoUncll 39 — 117 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 If any term or provision of this Deed of Trust conflicts with any term of provision of the Loan Agreement, the term or provision of the Loan Agreement shall control to the extent of such conflict. 8.14. Statements by Trustor. Trustor shall, at its cost, within ten (10) days after notice thereof from Beneficiary, deliver to Beneficiary a written statement setting forth to the best of its knowledge and information, the amounts then unpaid and secured by this Deed of Trust and stating whether Trustor is aware of any offset or defense against such amounts. 8.15. Beneficiary Statements. For any statement or accounting requested by Trustor or any other entitled person pursuant to Section 2943 or Section 2954 of the California Civil Code or pursuant to any other provision of applicable law, or for any other document or instrument furnished to Trustor by Beneficiary, Beneficiary may charge the maximum amount permitted by law at the time of the request therefor, or if there be no such maximum, then in accordance with Beneficiary's customary charges therefor or the actual cost to Beneficiary therefor, whichever is greater. 8.16. Statute of Limitations. Except insofar as now or hereafter prohibited by law, the right to plead, use or assert any statute of limitations as a plea or defense or bar of any kind, or for any purpose, to any debt, demand or obligation secured or to be secured hereby, or to any complaint or other pleading or proceeding filed, instituted or maintained for the purpose of enforcing this Deed of Trust or any rights hereunder, is hereby waived by Trustor. 8.17. Trust Irrevocable; No Offset. The Trust created hereby is irrevocable by Trustor. No offset or claim that Trustor now has or may in the future have against Beneficiary shall relieve Trustor from paying the indebtedness or performing any other Obligation contained herein or secured hereby. 8.18. Corrections. Trustor shall, upon request of Beneficiary, promptly correct any defect, error or omission which may be discovered in the contents hereof or in the execution or acknowledgment hereof, and will execute, acknowledge and deliver such further instruments and do such further acts as may be necessary or as may be reasonably requested by Beneficiary to carry out more effectively the purposes thereof, to subject to, the lien and security interest hereby created any of Trustor's properties, rights or interests covered or intended to be covered hereby, or to perfect and maintain such lien and security interest. 8.19. Further Assurance. Trustor, Beneficiary and Trustee agree to do or cause to be done such further acts and things and to execute and deliver or to cause to be executed and delivered such additional 3? west,C oGoUncll 39 — 118 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 assignments, agreements, powers and instruments, as any of them may reasonably require to keep valid and effective the charges and liens hereof, to carry into effect the purposes of this Deed of Trust or to better assure and confirm unto any of them their rights, powers and remedies hereunder; and, upon request by Beneficiary, shall supply evidence of fulfillment of each of the covenants herein contained concerning which a request for such evidence has been made. 8.20. Waiver of Jury Trial. Unless prohibited by Federal, State or local laws, each party acknowledges that it is aware of and has had the advice of counsel of its choice with respect to its rights to trial by jury, and each party, for itself and its successors and assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought by any party hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected with this Deed of Trust and/or any claim of injury or damage to the fullest extent permitted by applicable law. 8.21. Tax Credits. Beneficiary agrees that the lien of this Deed of Trust shall be subordinate to any extended low-income housing commitment (as such term is defined in Section 42(h)(6)(B) of the Internal Revenue Code) (the "Extended Use Agreement") recorded against the Security; provided that such Extended Use Agreement, by its terms, must terminate upon foreclosure under this Instrument or upon a transfer of the Security by instrument in lieu of foreclosure, in accordance with Section 42(h)(6)(E) of the Internal Revenue Code. Section 9. WAIVERS 9.1. Waivers and Related Matters. (a) To the fullest extent allowed by law, Trustor hereby waives: (i) presentment, demand, protest, notice of dishonor, notice of protest and all other notices and demands of every kind, and all suretyship defenses of every kind that would otherwise be available in connection with this Deed of Trust, and (ii) all rights of redemption, valuation, appraisement, stay of executive, notice of election to mature or declare due the whole of the Obligation and marshaling in the event of foreclosure of the liens hereby created. (b) Trustor hereby authorizes Beneficiary, at any time and from time to time without notice and without affecting this Deed of Trust in any way, to: (i) accept new or additional instruments, documents, agreements, security or guaranties in connection with all or any part of the Obligations; (ii) accept partial payments on the Obligations; and (iii) waive, release, reconvey, terminate, abandon, subordinate, exchange, substitute, transfer, compound, compromise, liquidate and enforce all or any part of the Obligations and any security or guaranties therefor, and apply any such security and direct the order or manner of sale thereof and bid and purchase at any such sale. (c) Trustor hereby waives any right to require Beneficiary to (i) proceed against any person; (ii) proceed or exhaust any collateral held from any person; or (iii) pursue VA west,C oGoUncll 39 — 119 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 any other remedy in Beneficiary's power. Upon the occurrence of any Event of Default, Beneficiary is hereby expressly given the right, at its option, to proceed in the enforcement of this Deed of Trust, independently of any other remedy or security Beneficiary may at any time hold in connection with the Obligations, and Beneficiary shall not in any way be obligated or otherwise required to proceed upon or against and/or exhaust any other security or remedy before proceeding to enforce this Deed of Trust. (d) Trustor hereby waives any defense arising by reason of. (i) any disability or other defense of Trustor or any other person; (ii) the cessation from any cause whatsoever, other than full payment and performance of the Obligations, of the Obligations of Trustor or any other person; or (iii) any act or omission by Beneficiary which directly or indirectly results in or aids in the discharge or release of Trustor, or any other person, any Obligation, or any collateral by operation of law or otherwise. The waivers set forth in this Section 9 shall also apply, to the fullest extent permitted by law to all other real and/or personal property of Trustor now or hereafter assigned to Beneficiary as security for the Obligations. Trustor warrants and agrees that each, of the waivers set forth above are made with Trustor's full knowledge of their significance and consequences, with the understanding that events giving rise to any defense waived may diminish, destroy or otherwise adversely affect rights which Trustor otherwise may have against Beneficiary or others, or against collateral, and that under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any of the waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective to the maximum extent permitted by law. {signatures on following page) 34 westy oGoUncll 39 — 120 5/17/2022 City HOMF Deed of Trust EXHIBIT 3 IN WITNESS WHEREOF, Trustor has executed this City Deed of Trust as of the date first written above. TRUSTOR: Westview House LP, a California limited partnership By: Westview House CDP LLC, a California limited liability company Its: Administrative General Partner By: Community Development Partners, a California corporation Its: Sole Managing Member By: Kyle Paine Its: President By: Westview Mercy House CHDO, LLC, a California limited liability company Its: Managing General Partner By: Mercy House CHDO, Inc., a California nonprofit public benefit corporation Its: Sole Managing Member By: Lawrence G. Haynes, Jr. Its: Chief Executive Officer "C600mil 39 — 121 5/17/2022 Exhibit A City eed of Trust EXHIBIT 3 EXHIBIT A LEGAL DESCRIPTION ftmil 39 - 122 5/17/2022 Exhibit A City eed of Trust EXHIBIT 3 PRELIMINARY REPORT Fidelity National Title Company Your Reference: Order No.: 997-30079690-TS4 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 10, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF SAID SECTION 10, 220 FEET WEST OF THE NORTHEAST CORNER OF SAID SECTION 10, RUNNING THENCE SOUTH PARALLEL TO THE EAST LINE OF SAID SECTION 10, 436 FEET; THENCE WEST PARALLEL TO THE NORTH LINE OF SAID SECTION 10, 150 FEET; THENCE NORTH PARALLEL TO THE EAST OF SAID SECTION 10, 436 FEET TO THE NORTH LINE OF SAID SECTION; THENCE EAST ALONG SAID NORTH LINE, 150 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN ALL OIL, GAS, ASPHALTUM, AND OTHER KINDRED SUBSTANCES AS RESERVED IN THAT CERTAIN DEED RECORDED DECEMBER 04, 1925 IN BOOK 617, PAGE 39 OF DEEDS, AND AS RESERVED IN THE DEED RECORDED JULY 03, 1925 IN BOOK 593, PAGE 215 OF DEEDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-FOURTH INTEREST IN ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES AND MINERALS AS RESERVED IN THAT CERTAIN DEED RECORDED APRIL 20, 1955 IN BOOK 3037, PAGE 204 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION OF LAND CONVEYED TO THE CITY OF SANTA ANA BY CONDEMNATION, RECORDED MARCH 04, 1999 AS INSTRUMENT NO. 19990156659 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 198-132-21 PARCEL 2: LOT 5 OF TRACT NO. 9536 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 400, PAGES 13 AND 14 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH PORTIONS OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 10, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, AS SAID SECTION IS SHOWN ON A MAP FILED IN BOOK 51, PAGE 12 OF MISCELLANEOUS MAPS, SHOWN AND DESCRIBED AS PARCEL 1 OF LOT LINE ADJUSTMENT NO. 2005-11 RECORDED JANUARY 13, 2006 AS INSTRUMENT NO. 2006029348 OF OFFICIAL RECORDS OF SAID COUNTY. EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF OF ALL OIL, GAS, ASPHALTUM, OR OTHER KINDRED SUBSTANCES IN, UPON, OR UNDER SAID PREMISES, AS CONVEYED TO CHARLES MENDENHALL BY DEED RECORDED FEBRUARY 16, 1922 IN BOOK 414, PAGE 192 OF DEEDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF OF ALL OIL, GAS, ASPHALTUM, OR OTHER KINDRED SUBSTANCES IN, UPON, OR UNDER SAID PREMISES, AS RESERVED BY CHARLES MENDENHALL, BY DEED RECORDED MAY 19, 1922 IN BOOK 423, PAGE 145 OF DEEDS. APN: 198-132-23 City COLwcil 39 — 123 5/17/2022 CLTA Prelll�inary F�eport Form —Modified (11/17/06) Page 3 EXHIBIT 3 Exhibit E: City/HOME Loan Note City Council 39 — 124 5/17/2022 EXHIBIT 3 CITY HOME LOAN NOTE SECURED BY SUBORDINATED DEED OF TRUST TO THE CITY OF SANTA ANA, CALIFORNIA (2530 & 2534 Westminster Avenue, Santa Ana, California) $2,003,705 1. PRINCIPAL AMOUNT OF LOAN. May 26, 2022 Santa Ana, California For value received, WESTVIEW HOUSE LP, a California limited partnership ("Borrower") promises to pay to the order of THE CITY OF SANTA ANA ("City"), at 20 Civic Center Plaza, 6th Floor, Santa Ana, California 92701, or at such other place as the City may from time to time designate in writing, or to the assignee of the City, the principal sum of TWO MILLION, THREE THOUSAND, SEVEN HUNDRED AND FIVE DOLLARS AND NO CENTS ($2,003,705.00) or so much thereof as shall be disbursed hereunder, with three percent (3%) simple interest per annum and commencing from the date of issuance of the Certificate of Completion. City and Borrower have heretofore entered into that certain Loan Agreement dated concurrently herewith (the "Loan Agreement"), pertaining to the acquisition, rehabilitation and/or construction of certain real property described in the Loan Agreement as the "Property," commonly known as 2530 and 2534 Westminster Avenue, Santa Ana, California, and the operation of the Property as affordable housing for Extremely -Low and Low Income households. This City HOME Loan Note (the "Note") is made pursuant to, entitled to the benefits of and referred to as the City/HOME Loan Note in the Loan Agreement; that certain "Affordability Restrictions on Transfer of Property" between Borrower and City, dated on or about the date hereof; and that certain Subordinated City/HOME Deed of Trust and Assignment of Rents by Borrower for the benefit of City, dated on or about the date hereof (the "City Deed of Trust"). This Note, the Loan Agreement, the City Deed of Trust and the Affordability Restrictions on Transfer of Property are sometimes collectively referred to herein as the "Loan Documents." The Loan Documents and the rights and responsibilities thereto inure to the benefit of the City. Any capitalized term that is not otherwise defined herein shall have the meaning ascribed to such term in the Loan Agreement. 2. DEFINITIONS. For the purpose of calculating the payments to be made by Borrower to City pursuant to this Note, the following terms shall have the following respective meanings: "City Loan" shall mean the loan evidenced by this Note. "City's Percentage" with reference to the Residual Receipts, shall mean 50% [or the prorated percentage of the total amount of funds contributed after Borrower retains fifty it 39 — 125 5/17/2022 City OME Loan Note EXHIBIT 3 percent of the Residual Receipts, whichever is less], of the City's share of the total Residual Receipts from the Property, as further described in Section 5 hereof. If other lenders to the Property are also repaid from Residual Receipts, City's Percentage shall be reduced proportionally to the ratio that the original principal amount of the City Loan bears to the original principal amount of all loans being repaid from Residual Receipts multiplied by 50%. "Calendar Year" means each consecutive twelve (12) month period from January 1 to December 31. "Closing Costs" shall mean: (i) In the case of a Sale, reasonable brokerage commissions payable to a broker as a result of the Sale, which shall not in any event exceed the customary amount charged -for similar transactions in the immediate marketplace, costs of title insurance premiums, documentary stamp taxes, escrow fees, recording charges, loan repayment charges and other costs reasonably incurred with respect to the Property, in each case actually paid by Borrower as a condition of the Sale. (ii) In the case of a Refinancing, the reasonable and necessary costs of consummating such Refinancing, including, without limitation, loan fees, loan repayment charges, costs of title insurance premiums, escrow fees, recording fees, attorneys' fees and costs of Lender required repairs or reserves. "CPI" means United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index of Urban Wage Earners and Clerical Workers, Subgroup "All Items," for the Los Angeles -Riverside -Orange County area, 1982-84 = 100, or successor or equivalent index in case such index is no longer published. "Gross Revenues" shall mean all revenues and receipts of every kind actually received by Borrower from operating the Property, and all parts thereof, including, but not limited to, income from both cash and credit transactions, rental payments from leased and/or subleased spaces, governmental assistance housing payments or other operating subsidies, and parking fees and charges (but not including security deposits and other tenant deposits, except to the extent such deposits are forfeited to the Borrower under the tenant's lease). Gross Revenues does not include any insurance proceeds other than any rental interruption insurance proceeds. Any credit consideration shall be included in Gross Revenues at the time cash proceeds (principal, interest and/or other) are received. Borrower shall establish and maintain accounts for the Gross Revenues (the "'Project Accounts") that are segregated from revenues and income received by Borrower from all other projects. Gross Revenues shall also include all interest earned on the Project Accounts to the extent interest is released from the Project Accounts. Gross Revenues do not include the proceeds of any loans or capital contributions made to Borrower, Refinancing Proceeds or Sale Proceeds. "Interest" shall mean that the NOTE shall bear simple interest at the rate of Three percent (3%) per annum, from the date of issuance of the Certificate of Completion. 2 "Council 39 — 126 5/17/2022 OME Loan Note EXHIBIT 3 "Operating Expenses" shall mean the sum of the following: (a) payments of principal and interest and all other charges payable on or with respect to the Senior Loan(s); (b) a property management fee no greater than sixty-five dollars ($65)/per unit/per year, increased annually by the lesser of. (i) three percent (3%); or (ii) prior Year CPI, beginning the year following the issuance of the first certificate of occupancy for the Project; (c) Partnership related fees that are actually incurred and are reasonable and customary to the partners of Borrower for similar projects in Southern California, and which may include: (i) the partnership management fee payable to the Administrative General Partner not to exceed seventeen thousand dollars ($17,000) per operating year and escalating at three percent (3%) per operating year; (ii) the partnership management fee payable to the Managing General Partner not to exceed three thousand five hundred dollars ($3,500) per operating year and escalating at three percent (3%) per operating year; and (iii) an investor asset management fee of seven thousand five hundred dollars ($7,500) per year, escalating at (A) three percent (3%) per operating year; (d) Deposits into required reserves required by any lender or Borrower's Partnership Agreement; (e) all other actual, reasonable cash operating costs and expenses, calculated on an annual basis, that are directly attributable to managing and operating the Property and the Borrower, including, without limiting the generality of the foregoing, the following: costs and expenses for real and personal property taxes, special assessments or similar charges; water, fuel, electricity and other utilities; heating, ventilation and air conditioning expenses; labor; supplies; tools; equipment; insurance; advertising and marketing; accounting and legal fees; brokerage commissions and other leasing expenses; reasonable reserves for all anticipated expenses as approved by the City; and other such items constituting operation, maintenance and repair costs actually paid by the Borrower, subject to the following conditions: (i) Depreciation, amortization, and accrued principal and interest expenses on deferred payment debt and capital improvement expenditures shall not be considered Operating Expenses, except as otherwise provided herein. (f) Any expenses, compensation or fees paid to any affiliate of Borrower shall only be included as Operating Expenses to the extent they are not in excess of the reasonable expenses, compensation or fees which would be payable to unrelated third parties in arms -length transactions for similar services in the Santa Ana, California area; (g) Any other expenses necessary to meet senior lender requirements and requirements of Borrower's limited partner, or its assignee, as set forth in Borrower's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement"), ftacil 39 — 127 5/17/2022 City , Loan Note EXHIBIT 3 including, without limitation, repayment of any loans to the Borrower by a partner or tax credit recapture or deficiency payments; (h) Deferred developer fees; and (i) A social services administrative fee; Director reserves the right to at any time review and approve each or any annual budget during the Term hereof, and any changes to any said annual budget reasonably requested by Director shall be promptly implemented by Borrower. Notwithstanding the foregoing, in no event shall Operating Expenses include any costs, fees, fines, charges, penalties, awards, judgments or expenses (including, but not limited to legal and accounting fees and expenses) that are due to or arising out of the Borrower's: (a) breach or default of this Loan, any Loan Document or any Senior Loan Document; (b) fraudulent acts or willful misconduct; or (c) breach or default under any other contract, lease or agreement pertaining to the Project. "Project" shall mean the acquisition and construction of the Property by Borrower pursuant to the Loan Agreement. "Property" shall mean the real property located at 2530 and 2534 Westminster Avenue, Santa Ana, California described in the City Deed of Trust. "Refinancing" shall mean changing the then existing financing on the Property by, without limitation, modifying final maturity date of the existing Senior Loan, increasing the stated maximum principal amount of the existing Senior Loan, paying off the existing Senior Loan in full and obtaining new Senior Loan. "Refinancing Proceeds" shall be as set forth in Section 7 hereof. "Residual Receipts" shall mean the Gross Revenues from the Property, for each year, less deductions for Operating Expenses from the Property, applicable to each such year to the extent not already deducted as an Operating Expense. "Sale" shall mean any transfer, assignment, conveyance or lease (other than to a tenant for occupancy or a transaction set forth in Section 11.3 hereof) of the Property or any portion thereof, or any interest therein by the Borrower, and includes any transfer, assignment or sale of any partnership interest in the Borrower by an individual or entity which is a general partner in the Borrower, or any interest by any individual or entity which holds an interest in any such general partner in the Borrower, which brings the cumulative total of all such direct and indirect transfers, assignments and sales by a general partner during the term of this Note to more than forty-nine percent (49%) of the ownership interests in the Borrower, and any such transfer, assignment or sale of a direct or indirect general partnership interest thereafter. Sale includes a sale in condemnation or under threat thereof. Sale does not include dedications and grants of easements to public and private utility companies of the kind customary in real estate development, nor transfers of Limited 4 it 39 — 128 5/17/2022 CityiOME Loan Note EXHIBIT 3 Partnership interests or transfers of General Partner interests caused by the removal of the General Partner pursuant to the terms of the Partnership Agreement. "Sale Proceeds" shall be as set forth in Section 8 hereof. "Senior Loan" shall mean the senior loan being made by Umpqua Bank, concurrent to the City Loan for payment of a portion of the Acquisition Costs, and shall include any subsequent loan that refinances the initial Senior Loan, and shall include any other loan recorded senior in priority to this City Loan "Term" the term for repayment of this Note shall mean fifty-five (55) years from the Certificate of Completion. 3. LOAN REPAYMENT. Borrower shall make payments to the City as provided in Sections 5 (Residual Receipts), 7 (Refinancing Proceeds), 8 (Sale Proceeds) and 10 (Accelerated Loan Repayment). 4. OPERATING CAPITAL IMPROVEMENT LOAN. If the replacement reserve account ("reserves") is depleted due to unforeseen repairs and the General Partner(s) makes a loan to the Borrower, the reserves must be fully funded to the balance of the reserve prior to disbursement for such unforeseen repairs prior to repayment of said loan. Such loan shall be repaid with net cash flow prior to the Residual Receipt split. The outstanding loan balance will be reflected in the annual report. 5. ANNUAL LOAN REPAYMENT. 5.1. After any deferred developer fee has been paid, as set forth hereinabove, the Borrower shall thereafter make a loan payment to the City annually, in the amount of the lesser of the outstanding balance due under this Note, plus any accrued interest thereon, or the City's Percentage of the Residual Receipts, as provided in this Section 5. 5.2. Within one hundred twenty (120) days after the year in which the construction of the Project is completed, and on or before the 120th day of each Calendar Year thereafter, the Borrower shall submit to the City a detailed statement of Gross Revenues and Operating Expenses attributable to the Property for the applicable Calendar Year, along with a computation of the amount of the Residual Receipts applicable to such Calendar Year with which to make a City Loan payment then due. 5.3. Except as otherwise provided in Section 4, the Borrower shall pay to the City the City's Percentage of the Residual Receipts as payment of principal and interest under this Note. The remaining amount of the Residual Receipts shall remain with the Borrower to be used by Borrower in accordance with the terms of the Partnership Agreement, including, without limitation, for distribution to the partners of the Borrower. S a�cil 39 — 129 5/17/2022 CityiOME Loan Note EXHIBIT 3 5.4. The Residual Receipts payment shall be made not later than one hundred fifty (150) days after the close of the Calendar Year. Such payment shall be applied first to the payment of all expenses, charges, costs and fees incurred by or payable to City by Borrower pursuant to the terms of the Loan Documents; second to any accrued but unpaid interest, if any; and third, to reduce the principal balance of the City Loan. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuation of an Event of Default (as such term is defined in the Loan Agreement), all amounts received by City from any party shall be applied in such order as City, in its sole discretion, may elect. 6. RESERVED. 7. LOAN REPAYMENT FROM REFINANCING PROCEEDS. The Borrower shall make a loan payment to the City from every approved Refinancing that occurs during the term of this Note not to exceed the outstanding balance of principal and interest on this Note, to the extent of the City's Percentage (50%) of the Refinancing Proceeds (if any). If any of the other soft lenders request a share of refinancing proceeds, the City shall split the City's Percentage (50%) of the Refinancing Proceeds on a pro rata basis with the other soft lender(s) that are requesting a share of the Refinancing Proceeds. The pro rata distribution shall be based on the initial principal balances of each respective soft loan of the soft lender(s) that are requesting a share of Refinancing Proceeds. If none of the other soft lenders request a share of the Refinancing Proceeds, the City shall receive the full 50% as the City's Percentage. The Refinancing Proceeds shall be calculated as follows: the cash proceeds from such Refinancing shall be applied first to pay Closing Costs; next, the amount necessary to pay in full all amounts owing on the Senior Loan; next, the Borrower shall pay to the City, the City's Percentage of the then remaining unapplied Refinancing Proceeds not to exceed the outstanding balance on this Note. The remaining Refinancing Proceeds shall remain with Borrower to be used by Borrower as determined in accordance with the terms of the Partnership Agreement, including, without limitation, for distribution to the partners of the Borrower. Such payment shall be due within 30 days of the date of such Refinancing, and shall be applied first to any accrued but unpaid interest, then to reduce the principal balance of the City Loan. The City shall not be required to reconvey the lien of the City Deed of Trust if Refinancing Proceeds are insufficient to repay the City Loan in full. 8. LOAN REPAYMENT FROM SALE PROCEEDS. The Borrower shall make a loan payment, not to exceed the outstanding balance of principal and interest on this Note, to the City from any approved Sale that occurs during the term of the City Loan, to the extent of the City's Percentage (50%) of the Sale Proceeds, as follows. If any of the other soft lenders request a share of Sale Proceeds, the City shall split the City's Percentage (50%) of the Sale Proceeds on a pro rata basis with the other soft lender(s) that are requesting a share of the Sale Proceeds. The pro rata distribution shall be based on the initial principal balances of each respective soft loan of the soft lender(s) that are requesting a share of Sale Proceeds. If none of the other soft lenders request a share of the Sale Proceeds, the City shall receive the full 50% as the City's 6 a�cil 39 — 130 5/17/2022 City OME Loan Note EXHIBIT 3 Percentage. The Sale Proceeds shall be calculated as follows: gross sale proceeds are applied first to pay Closing Costs, next to pay in full all amounts owing on the Senior Loan; next the Borrower shall pay to the City the City's Percentage of the then remaining unapplied Sale Proceeds, not to exceed the outstanding amount of principal and interest due on this Note. The remaining Sale Proceeds shall remain with Borrower. Such payment shall be due on the date of such Sale, and shall be applied first to any accrued but unpaid interest, then to reduce the principal balance of the City Loan. The City shall not be required to reconvey the lien of the City Deed of Trust if Sale Proceeds are insufficient to repay the City Loan in full. 9. BUY OUT OPTION. Prior to the initial disbursement under this Note, the Borrower shall grant to the City a right of first refusal (subject to any purchase option and/or right for first refusal granted to one or more of the General Partner(s) of the Borrower and any rights of the investor limited partner of Borrower under the Partnership Agreement) (the "City Right of First Refusal") to acquire the Property if Borrower desires to transfer the Property to an entity that is not affiliated with one or more of Borrower's general partners. The City Right of First Refusal shall be in form and substance acceptable to the City, shall comply with all applicable Tax Credit requirements and shall, at minimum, include that the purchase price will not be less than the amount of any bona fide third party offer received by Borrower. The City Right of First Refusal is hereby subordinated to the Senior Loan Deed of Trust and the other Senior Loan Documents, and in any event, the City Right of First Refusal shall automatically terminate, without any further action by Borrower, the City or any other party upon the initial disbursement under this Note. Senior Lender is hereby made a third party beneficiary of the immediately preceding sentence, and such sentence shall not be amended or deleted without Senior Lender's prior written consent. 10. ACCELERATED LOAN PAYMENT. The full principal amount outstanding plus accrued but unpaid interest thereon, shall be due and payable on the earlier to occur of the following: (a) Sale or Refinancing of the Property as provided further in Section 15 hereof; unless: (i) in the case of a Sale in which the City's Percentage of the Sale Proceeds are insufficient to repay in full the City Loan, the City approves such sale and the purchaser assumes the balance of the City Loan in accordance with the terms of this Note; or (ii) in the case of a Refinancing in which the City's Percentage of the Refinancing Proceeds are insufficient to repay in full the City Loan, the City approves such Refinancing and the Borrower remains obligated pursuant to the terms of this Note; (b) if an Event of Default occurs pursuant to Section 16 hereof; or (c) The date that is fifty-five (55) years after the date of execution of the Certificate of Completion. 7 ouncil 39 — 131 5/17/2022 City OME Loan Note EXHIBIT 3 11. PREPAYMENT. Borrower may prepay the outstanding principal balance under this Note, in whole or in part, together with any accrued but unpaid interest, if any, and other sums owed to the City under this Note, if any, at any time without penalty. In the event of prepayment by Borrower, the Loan Agreement (only with respect to any continuing obligations of Borrower that survive repayment in full of the loan) and the Affordability Restrictions on Transfer of Property shall remain intact, and shall be unaffected by the prepayment of this Note by the Borrower. 12. LAWFUL MONEY. Principal and interest are payable in lawful money of the United States of America. 13. APPLICATION OF PAYMENTS; LATE CHARGES. (a) Any payments received by the City pursuant to the terms hereof shall be applied first to sums, other than principal and interest, due the City pursuant to this Note, next to the payment of all interest accrued to the date of such payment, and the balance, if any, to the payment of principal. (b) If any payment is not received by the City within thirty (30) days following the due date thereof, then in addition to the remedies conferred upon the City pursuant to this Note and the other Loan Documents: (i) a late charge of four percent (4%) of the amount due and unpaid will be added to the delinquent amount to compensate the City for the expense of handling the delinquency; and (ii) the amount due and unpaid, excluding the late charge, shall bear interest at twelve percent (12%) per annum, or the maximum amount allowed by law, whichever is less, computed from the date on which the amount was due and payable until paid. Without prejudice to the rights of the City hereunder or under any of the other Loan Documents, Borrower shall indemnify the City against, and shall pay the City on demand, any expense or loss which it may sustain or incur as a result of the failure by Borrower to pay when due any installment of interest and/or principal, fees, or other amounts payable to the City under this Note or any other Loan Document, to the extent that any such expense or loss is not recovered pursuant to such foregoing provisions. A certificate of the City setting forth the basis for the determination of the amounts necessary to indemnify the City in respect of such expenses or direct loss, submitted to Borrower by the City, shall be conclusive and binding for all purposes except as corrected by Borrower notice to City within ten (10) days of receipt of such certificate from City. 14. SECURITY. This Note is secured by the City Deed of Trust. 15. ACCELERATION BY REASON OF TRANSFER OR FINANCING. 15.1. In order to induce City to make the City Loan evidenced hereby, Borrower Q ftnil 39 — 132 5/17/2022 CityiOME Loan Note EXHIBIT 3 agrees that in the event of any transfer of the Property without the prior written consent of City (other than a transfer resulting from a foreclosure, or conveyance by deed in lieu of foreclosure, by the holder of the Senior Loan Deed of Trust), City shall have the absolute right at its option, upon at least 30 days' prior written notice to Borrower, to declare all sums secured hereby immediately due and payable. Consent to one such transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. City may grant or deny such consent in its sole and absolute discretion and, if consent should be given, any such transfer shall be subject to this Section 15, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein. Such assumption shall release Borrower from all liability thereunder from and after the date of such assumption. 15.2. As used herein, "transfer" includes the Sale, agreement to sell, transfer or conveyance of the Property, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment land sale contract or similar instrument affecting all or a portion of the Property, or the lease of all or substantially all of the Property. 'Transfer' shall not include the leasing of individual residential units on the Property, so long as Borrower complies with the provisions of the Loan Agreement and the Affordable Housing Restrictions relating to such leasing activity, nor shall it include a conveyance of the Property to a limited partnership in which a general partner of Borrower or an affiliate of a general partner of Borrower is a general partner, or to a corporation that is wholly owned by the Borrower or a general partner of Borrower and that is formed for the sole purpose of owning and operating the Property, or the sale back to the Borrower. In the event of any Refinancing or partial Refinancing in an amount in excess of the balance of the Senior Loan, without the prior written consent of City (which consent City may grant or deny in its sole discretion), then the entire outstanding balance of the City Loan together with all accrued and unpaid interest, shall be repaid to the City at the time of each Refinancing or partial Refinancing. 15.3. For the avoidance of doubt, a "transfer" shall not include (i) a transfer of any general partner's interest in Borrower when made in connection with the exercise by the Borrower's limited partner (the "Limited Partner") of its rights upon a default by a general partner under the Borrower's Partnership Agreement or upon a general partner's withdrawal in violation of the Partnership Agreement, so long as the removal and substitution of the defaulting general partner is made within thirty (30) days of such default or, if such removal and substitution cannot reasonably be completed within thirty (30) days, so long as the Limited Partner commences to take action to remove and substitute the general partner with a reasonable period and thereafter diligently proceeds to complete such substitution; (ii) any transfer of the Property to the managing general partner of Borrower pursuant to the right of first refusal or to the general partners of Borrower pursuant to the purchase option, as provided for in the Partnership Agreement; (iii) any transfer of the Limited Partner's interest in accordance with the Partnership Agreement; and (iv) any sale, transfer or other disposition of an interest in a limited partner of the Borrower. 16. EVENT OF DEFAULT. A it 39 — 133 5/17/2022 CityOME Loan Note EXHIBIT 3 Subject to the provisions hereof, the occurrence of any of the following shall be deemed to be an event of default ("Event of Default") hereunder: (a) failure by Borrower to make any payments provided for herein, and if such default is not made good within the earlier of fifteen (15) days of written notice to Borrower of such default or thirty (30) days after such payment was due; or (b) failure by Borrower to perform any covenant or agreement in the City Deed of Trust, the Loan Agreement, or the Affordability Restrictions on Transfer of Property within thirty (30) days after written demand therefor by City (or, in the event that more than thirty (30) days is reasonably required to cure such default, should Borrower fail to promptly commence such cure, and diligently and continuously prosecute same to completion). 17. CURE BY LIMITED PARTNER. The City acknowledges that the Limited Partner of Borrower shall have the right, but not the obligation to cure any default hereunder. Any cure made or tendered by such Limited Partner shall be accepted as if made by Borrower. 18. REMEDIES. Upon the occurrence and during the continuance of an Event of Default, after any applicable notice has been provided and the expiration of any applicable cure period therefore, City may declare all sums evidenced hereby immediately due and payable by delivery to the Trustee named in the City Deed of Trust securing this Note, and to Borrower, written declaration of default and demand for sale, and written notice of default and of election to cause the Property to be sold, which notice Trustee shall cause to be duly filed for record and City may foreclose on the City Deed of Trust. City shall also deposit with Trustee the City Deed of Trust, this Note and all documents evidencing expenditures secured thereby and evidenced hereby. No delay or omission on the part of the City in exercising any right under this Note or under any of the other Loan Documents shall operate as a waiver of such right. 19. ATTORNEYS' FEES. If this City Loan Note is not paid when due or if any Event of Default occurs, Borrower promises to pay all costs of enforcement and collection, including but not limited to, reasonable attorneys' fees, whether or not any action or proceeding is brought to enforce the provisions hereof. 20. SEVERABILITY. Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared by a court of competent jurisdiction, to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. 21. CALCULATION OF INTEREST. in ouncil 39 — 134 5/17/2022 City OME Loan Note EXHIBIT 3 Interest hereunder shall be calculated on the basis of a three hundred sixty (360) day year consisting of twelve (12) months of thirty (30) days each, except that interest due and payable for a period less than a full month shall be calculated by dividing (a) the product of (i) the actual number of days elapsed in such period, (ii) the outstanding principal balance hereunder during that period and (iii) the Note interest rate in effect hereunder during that period by (b) 360. 22. NUMBER AND GENDER. In this Note the singular shall include the plural and the masculine shall include the feminine and neuter gender, and vice versa, if the context so requires. 23. NON -RECOURSE. The City Loan is a nonrecourse obligation of the Borrower. Neither Borrower nor any other party, including Borrower's partners, shall have any personal liability for repayment of the City Loan or for any other amounts under any of the documentation evidencing, securing or describing the City Loan. The sole recourse of City under this Note and the City Deed of Trust for repayment of the City Loan and for such other amounts arising therefrom shall be the exercise of its rights against the Property and related security thereunder. 24. SUBORDINATION. Any agreement by the City to subordinate the City Deed of Trust and/or Regulatory Agreements to an encumbrance securing and/or evidencing Approved Financing (each such Approved Financing, a "Senior Loan"), will be subject to the satisfaction of each of the following conditions: 1. All of the proceeds of the proposed Senior Loan, less any transaction costs, are used to provide acquisition, construction and/or permanent financing for the Project, or any combination thereof, 2. The proposed lender of a Senior Loan (each a "Senior Lender") must be a state or federally chartered financial institution, a nonprofit corporation or a public entity that is not affiliated with Borrower; 3. Borrower demonstrates to the City's satisfaction that subordination of the City Deed of Trust and/or Affordability Restrictions on Transfer of Property is necessary to secure adequate acquisition, construction and/or permanent financing to ensure the viability of the Project, including the operation of the Project as affordable housing, as required by the Loan Documents. To satisfy this requirement, Borrower must provide to the City, in addition to any other information reasonably required by the City, evidence demonstrating that the proposed amount of the Senior Loan is necessary to provide adequate construction and/or permanent financing to ensure the viability of the Project, and adequate financing for the Project would not be available without the proposed subordination; ftnil 39 — 135 5/17/2022 CityiOME Loan Note EXHIBIT 3 4. The subordination agreement(s) is structured to minimize the risk that the City Deed of Trust and/or Affordability Restrictions on Transfer of Property will be extinguished as a result of a foreclosure by the Senior Lender or other holder of the Senior Loan. To satisfy this requirement, the subordination agreement must provide the City with adequate rights to cure any defaults by Borrower, including: (i) providing the City or its successor with copies of any notices of default at the same time and in the same manner as provided to Borrower; and (ii) providing the City with a cure period of at least sixty (60) days to cure any default; 5. The subordination(s) of the City Loan is effective only during the original term of the Senior Loan and any extension of its term that is approved in writing by the City; 6. No subordination may limit the effect of the City Deed of Trust and/or the Affordability Restrictions on Transfer of Property before a foreclosure, nor require the consent of the Senior Lender prior to the City exercising any remedies available to the City under the Loan Documents; and 7. Upon a determination by the City Executive Director that the conditions in this Section have been satisfied, the Executive Director or his/her designee, will be authorized to execute the approved subordination agreement without the necessity of any further action or approval by the City Council. Execution of any subordination agreement will evidence and constitute the determination of the City that all requirements of this Section have been satisfied or waived. Notwithstanding anything to the contrary contained in the Loan Documents, with prior 30-days written notice to City, Borrower may refinance the Senior Loan with a non- profit, commercial, governmental or institutional lender without the prior consent of the City ("Refinanced Senior Indebtedness"), and the City hereby agrees to subordinate the lien of its Deed of Trust (but not the Affordability Restrictions on Transfer of Property) to the Refinanced Senior Indebtedness and the lien of any deed of trust or mortgage securing the Refinanced Senior Indebtedness, provided that the principal balance of the Refinanced Senior Indebtedness does not exceed the then outstanding principal balance of the Senior Loan plus the costs incurred in securing the Refinanced Senior Indebtedness. 25. RESERVED. 26. RESERVED. 27. FORCE MAJEURE. Notwithstanding specific provisions of this Note, performance hereunder shall not be deemed to be in default where delays or defaults are due to: war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; acts of God or other deities; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; ftnil 39 — 136 5/17/2022 City , Loan Note EXHIBIT 3 inability to secure necessary labor, materials or tools; delays of any contractor or supplier; acts of the other party; acts or failure to act of the City or any other public or governmental City or entity (except that any act or failure to act of City shall not excuse performance by City); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time the party claiming such extension gives notice to the other party, provided notice by the party claiming such extension is given within thirty (30) days after the commencement of the cause. Times of performance under this Note may also be extended in writing by the City and the Borrower. 28. ASSIGNMENTS. The City, and the assignee of the City, shall have the right to assign this Note and the City Deed of Trust securing this Note, without any further act of Borrower. The assignee shall give notice to Borrower as soon as practicable after such assignment. {signatures on following page) VI OOMil 39 — 137 5/17/2022 City OME Loan Note EXHIBIT 3 This Note is hereby agreed to and executed on the date first set forth above. "BORROWER" Westview House LP, a California limited partnership By: Westview House CDP LLC, a California limited liability company Its: Administrative General Partner By: Community Development Partners, a California corporation Its: Sole Managing Member By: Kyle Paine Its: President By: Westview Mercy House CHDO, LLC, a California limited liability company Its: Managing General Partner By: Mercy House CHDO, Inc., a California nonprofit public benefit corporation Its: Sole Managing Member By: Lawrence G. Haynes, Jr. Its: Chief Executive Officer 14 00mil 39 — 138 5/17/2022 City OME Loan Note EXHIBIT 3 Exhibit F: Affordability Restrictions on Transfer of Property City Council 39 — 139 5/17/2022 EXHIBIT 3 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, California 92702 Attention: Clerk of the Council SPACE ABOVE THIS LINE FOR RECORDING USE FREE RECORDING REQUESTED [Government Code Section 6103] AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (2530 & 2534 Westminster Avenue, Santa Ana, California) THESE AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (the "Restrictions") are entered into as of May 26, 2022, by and between and Westview House LP, a California limited partnership ("Developer"), and the City of Santa Ana, a charter city and municipal corporation ("City"). RECITALS: A. Developer is the owner of that certain real property located at 2530 and 2534 Westminster Avenue ("Property"), located in the City of Santa Ana, more particularly described in Exhibit A, which is attached hereto and incorporated herein by this reference. B. The Developer and the City have entered into that certain Loan Agreement, dated on or about the date hereof ("Loan Agreement"), for the purpose of providing eighty-four (84) units of housing that will be affordable to Extremely Low Income, Very Low Income, and Low Income households ("Restricted Units"), with one un-restricted unit reserved for an on -site manager, to which these Restrictions are attached as Exhibit F (any capitalized term that is not otherwise defined in these Restrictions shall have the meaning ascribed to such term in the Loan Agreement). C. The Loan Agreement provides, among other things, for the use of the Property for affordable housing with all Restricted Units being restricted to Extremely Low Income, Very Low Income and Low Income households, at Affordable Rent(s). D. The Loan Agreement contains certain provisions relating to the use of the Property. 1 a�cil 39 — 140 5/17/2022 City Affordability Restrictions on Transfer of Property EXHIBIT 3 NOW, THEREFORE, CITY AND DEVELOPER COVENANT AND AGREE AS FOLLOWS: 1. Developer covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof) that Developer, such successors, and such assigns shall use the Property exclusively to provide affordable housing of Extremely Low Income, Very Low Income and Low Income households, as provided in these Restrictions and in the Loan Agreement. 2. Developer, for itself and its successors and assigns, hereby covenants and agrees that all of the apartments in the Property (less one manager's unit) (the "Units") shall be rented exclusively, at Affordable Rent, to Extremely Low Income, Very Low Income and Low Income households to the extent provided for herein. Area median income levels and Affordable Rents are subject to adjustment from time to time as provided in Section 3 below. 3. AFFORDABILITY REQUIREMENTS, USE AND MAINTENANCE OF THE PROPERTY 3.1. Use Covenants and Restrictions. (a) Developer agrees and covenants, which covenants shall run with the land and bind Developer, its successors, its assigns and every successor in interest to the Property that Developer will make all Restricted Units on the Property available to Extremely Low Income, Very Low Income and Low Income households at rents affordable to such households for fifty-five (55) years from the issuance of the Certificate of Completion. The HOME restrictions for the nine (9) HOME assisted units shall be enforced until the date that is twenty (20) years after the date on which the Certificate of Completion is issued. The City permits the Developer to limit the eligibility and/or give preference to a particular segment of the population in accordance with 24 CFR 92.253(d). (b) The Project shall consist of eighty-five (85) units, including one (1) on -site manager's unit. There shall be nine (9) HOME assisted units. The HOME assisted units shall be three (3) 1-bedroom units, one (1) 2-bedroom unit, three (3) 3-bedroom units, and two (2) 4-bedroom units, floating, and shall be distributed throughout the complex with comparable amenities to the Restricted Units. (c) At initial lease up, households in the HOME assisted units cannot earn more than the Very -Low Income limits (50% of AMI) as published by HUD in compliance with the HOME Program for the Orange County, California PMSA, adjusted for household size. Rental increases shall be in conformance with federal and state law. After the twenty (20) year HOME Compliance Period, the City shall require that the HOME assisted units remain affordable, with rents calculated based on assumed household size at the same income levels (i.e. 50% of AMI). (d) All of the HOME units will be restricted to occupancy by families earning no more than the Very -Low Income limits (50% of AMI) as published by HUD, and the rents must not exceed the Low HOME rents adjusted for family size appropriate to City Council " 39 — 141 5/17/2022 EXHIBIT 3 the unit as published by HUD. (e) Maximum Occupancy will be two (2) people per room plus one (1). Example for a two -bedroom unit, Eve (5) people would be maximum occupancy. (f) Developer must have a written lease between tenant and owner for a period of at least one year, unless a shorter period is mutually agreed upon. Leases must be consistent with the HOME Program regulations at 24 CFR section 92.209(g). 3.2. Affordability Levels/Unit Mix: The affordability levels/unit mix for the Restricted Units in the Project are as follows: Unit Size 30% TCAC AMI 60% TCAC AMI Total No. Units Current Rent No. Units Current Rent 1 Bedroom 23 $756 23 2 Bedroom 3 $908 3 3 Bedroom 21 $1,049 13 $2,098 34 4 Bedroom 16 $1,170 8 $2,341 24 Total 63 21 84 The remaining unit will be an un-restricted 2-bedroom unit reserved for the onsite manager. HOME Assisted Units # of HOME Total # of Level of %Share of Unit Type Assisted Units Affordability Units Unit Type 23 1 Bed Very -Low Income (50% AMI) (Low HOME) 3 1.3% 3 2 Bed 1 33% 34 3 Bed 3 8 8% 24 4 Bed 2 8.3% (1) In no event shall the rent charged to the HOME assisted units be more than the amount of the Low HOME rent as published by HUD, as amended from time to time. (2) At the time of project completion, the Developer shall provide to the City the address and/or unit number of each of the HOME floating units. (3) Annually with the financial statements, the Developer shall provide an annual report of rents and occupancy of all Restricted Units, including the HOME assisted units, to verify compliance with affordability requirements. For the HOME assisted units, information on unit substitution and filling vacancies shall be provided to ensure that the project maintains the required unit mix. Except with respect to the HOME assisted units during the HOME Compliance Period, the affordable rents charged at the Project for the Restricted Units must comply with the more City Council 39 — 142 5/17/2022 EXHIBIT 3 stringent of the standards set forth by the California Tax Credit Allocation Committee (TCAC) and the requirements of Section 6(b) of the CSCDA Regulatory Agreement, as defined in Section 24 hereof. A utility allowance must be deducted from the maximum affordable rent charged at the Project for each Restricted Unit. Utility allowances must be based on project -specific allowances for the HOME assisted units. TCAC provides a California Utility Allowance Calculator (CUAC) that must be used to calculate the utility allowances for the HOME assisted units. Initial rents may be recalculated to allowable rental amounts at the time of initial lease -up following completion of construction in accordance with any changes in allowable rent and income tables as published by HUD. 3.3. Rent Increases. On an annual basis, the City shall provide Developer with the maximum allowable schedule of rents for the Property in accordance with changes in allowable rent and income tables published by HUD and TCAC, provided however that the rent for the HOME assisted units shall in no event be higher than the rent for the equivalent non -HOME assisted unit within the Project. In no event can Developer charge any tenant more than such amount. All rent increases on the Restricted Units are subject to City approval pursuant to the terms of this Section. No later than sixty (60) days prior to the proposed implementation of any rent increase, Developer shall submit to the City a schedule of any proposed increase in the rent. The City will disapprove a rent increase if it does not comply with the restrictions set forth in Section 3.2 above. (a) Termination of Tenancy. Developer may not terminate the tenancy or refuse to renew the lease of tenant except for serious or repeated violation of the terms and conditions of the Lease; for violation of applicable federal, state, or local law; for completion of the transitional housing tenancy period (if the housing is transitional); or for other good cause. Any termination or refusal to renew must be preceded by not less than thirty (30) days by the Developer's service upon the tenant of a written notice specifying the grounds for the action. (b) Non -Qualifying Adjusted Income. Subject to the applicable requirements and provisions of, and changes to, Section 42 and 142(d) of the Internal Revenue Code of 1986, as amended (the "Code"), if, upon recertification of the income of a tenant of a Restricted Unit, the Developer determines that a tenant has an adjusted income exceeding 30% of the applicable Median Income for the Area or 60% of the applicable Median Income for the Area, as applicable, in each case, adjusted for household size as provided in Section 3.2 above, such tenant may be permitted to continue to occupy the Restricted Unit at the rental rate as provided for in Section 3.2 above, until the tenant chooses to vacate the Restricted Unit. After the Restricted Unit is vacated, the Restricted City Council 39 — 143 5/17/2022 EXHIBIT 3 Unit shall be re -rented to a tenant pursuant to the terms, covenants and conditions of these Restrictions. 3.4. Loss of Project -Based Voucher Subsidy. It is anticipated that during the Term of Agreement the Project will maintain not less than 26 Project -Based Voucher ("PBV") Restricted Units("PBV Restricted Units"), supported by Project -Based Section 8 rental subsidy payments ("Rental Subsidy"). If, during the Term of Agreement, there is a reduction, termination or nonrenewal of the Rental Subsidy through no fault of Developer, such that the Rental Subsidy shown on the Project Budget is no longer available (or available in a lesser amount), Developer may request approval of the City (a) to allow households with adjusted incomes that do not exceed sixty percent (60%) of AMI, adjusted for actual household size, to occupy the extremely -low income units (i.e., a unit previously restricted to households with adjusted incomes that do not exceed 30% of AMI), and (b) to increase the rent on one or more of the PBV Restricted Units, to rents that are affordable to households with an adjusted income that does not exceed sixty percent (60%) of AMI, adjusted for household size appropriate for the PBV Restricted Unit. The rent increase is subject to the following requirements: (a) concurrently with the request, Developer shall provide the City with evidence of the anticipated reduction, termination, or nonrenewal of the Rental Subsidy; (b) a Management Plan (as defined in Section 6.1(d) of the Loan Agreement) for the Project for the City's approval pursuant to Sections 6.1(d) and Exhibit G of the Loan Agreement, showing the impact of the loss or reduction of the Rental Subsidy; (c) a proposed operating budget reflecting the rent increases (the "Operating Budget"); and (d) a description of efforts to obtain alternate sources of rent. The number of PBV Restricted Units subject to the rent increase and the amount of the proposed increase may not be greater than the number or amount required to ensure that the Project generates sufficient income to cover its operating costs, required deposits to replacement reserves, and debt service on approved financing as shown on the Operating Budget, and as is necessary to maintain the financial stability of the Project. In addition, upon a reduction, termination or nonrenewal of the Rental Subsidy as described above, Developer hereby agrees to the following: (a) Developer shall use good faith commercially reasonable efforts to obtain alternative sources of rental subsidies and shall provide the City with annual progress reports on efforts to obtain alternative sources of rental subsidies that would allow the rents to be reduced. Upon receipt of any alternative rental subsidies, Developer shall reduce the rents back to the original restrictions to the extent that the alternative rental subsidies provide sufficient income to cover the operating costs, required replacement reserves and debt service of the Project as shown on the Operating Budget. (b) Developer shall provide tenants in the PBV Restricted Units with notice of any rent increase pursuant to this Section 3.4, and shall notify the tenant that if they have received a tenant -based voucher from the Housing Authority of the City of Santa Ana they may use the tenant -based voucher for their PBV Restricted Unit. (c) All rent increases for the PBV Restricted Units are subject to City City Council 39 — 144 5/17/2022 EXHIBIT 3 approval pursuant to the terms of this Section 3.4. No later than sixty (60) days prior to the proposed implementation of any rent increase, Developer shall submit to the City a schedule of any proposed increase in the rent. The City will disapprove a rent increase if it does not comply with the restrictions set forth in this Section 3.4. Notwithstanding the foregoing, rent increases for the PBV Restricted Units shall be subject to review and approval of the City. Developer shall give tenants of all PBV Restricted Units written notice at least sixty (60) days prior to any rent increase. 3.5. CHDO Provisions. The sole managing member of the Managing General Partner shall maintain Community Housing Development Organization (CHDO) status for the term of these Restrictions in accordance with 24 CFR 92. Developer agrees to provide information as may be requested by the City to document its continued compliance, including but not limited to an annual board roster and certification of continued compliance. Any funds advanced as CHDO pre -development funds must be in compliance with 24 CFR 92.301, and are forgivable only under the terms in 24 CFR 92.301. Any funds advanced to Developer as CHDO Operating Expenses must be expended in compliance with 24 CFR 92.208. Any funds that Developer is permitted to retain as CHDO proceeds from this Project shall be used in compliance with 24 CFR 92.300(a)(2) or as specified in these Restrictions. The provisions of this Section 3.5 shall not apply in the event of a foreclosure of the Property or transfer in lieu of foreclosure by Senior Lender, or a transfer by Senior Lender following foreclosure or deed in lieu of foreclosure to a third -party. Provided that, in the event of a foreclosure, or acceptance of a deed in lieu of foreclosure, Senior Lender will use commercially reasonable efforts to accept bids for the Property from a qualified CHDO; provided, however, that in no event shall Senior Lender be obligated to select a qualified CHDO to be the purchaser of the Property unless, among other criteria used in Senior Lender's reasonable discretion, such qualified CHDO has offered the highest purchase price among the bidders. 4. Developer, its successors and assigns shall not charge rents for the Units in excess of the amounts set forth herein, as adjusted on the basis of the revised schedules of area median incomes issued from time -to -time by HUD. The City shall notify Developer in writing of the adjusted allowable maximum incomes and rents. 5. Developer shall adopt and include as part of its Management Plan (described in Section 11 below), written tenant selection policies and criteria for the Units that meet the following requirements: 5.1. Are consistent with the purpose of providing housing for Extremely Low, Very Low, and Low Income households; 5.2. Are reasonably related to program eligibility and the applicants' ability to perform the obligations of the lease; City Council 39 — 145 5/17/2022 EXHIBIT 3 5.3. Give reasonable consideration to the housing needs of households that would have a preference under 42 CFR §906.211 (Federal selection preferences for admission to Public Housing); 5.4. Provide for: (a) The selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; and (b) The prompt written notification to any rejected applicant of the grounds for any rejection; 5.5. Subject to compliance with the HOME Regulations, the requirements of Section 142(d) of the Code, Section 42 of the Code, the County of Orange coordinated entry system and applicable California and federal fair housing laws, local preference for Santa Ana residents and workers in tenant selection shall be a requirement of the Project. Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by Section 142(d) of the Code, Section 42 of the Code, HUD or the State of California, as well as the City of Santa Ana Affordable Housing Funds Policies and Procedures, the Developer shall give preference in leasing units in the following order of priority: (a) First priority shall be given to persons who have been permanently displaced or face permanent displacement from housing in Santa Ana as a result of any of the following: (i) A redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) -- applicable only to projects funded by the Low and Moderate Income Housing Asset Fund; (ii) Ellis Act, owner -occupancy, or removal permit eviction; (iii) Earthquake, fire, flood, or other natural disaster; (iv) Cancellation of a Housing Choice Voucher HAP Contract by property owner; or (v) Governmental Action, such as Code Enforcement. (b) Second priority shall be given to persons who are either: (i) Residents of Santa Ana; and/or (ii) Working in Santa Ana at least 32 hours per week for at least the last 6 months. The Restricted Units will still be available to the general public, as required under Section 142(d) of the Code and Section 42 of the Code, and these preferences do not restrict the availability of the units to the general public. 5.6. Carry out the Affirmative Marketing procedures of the City of Santa Ana, which are designed to provide information and otherwise attract eligible persons from all City Council 39 — 146 5/17/2022 EXHIBIT 3 racial, ethnic and gender groups in the housing market area to the units. Developer shall cooperate with the City to effectuate this provision prior to the initial renting, or upon occurrence of a vacancy, and the re -renting of any HOME assisted units (24 CFR 92.351). 6. Developer, its successors and assigns, shall not refuse to lease a unit to a holder of a rental voucher under 24 CFR part 887 (Housing Choice Voucher Program) or to a holder of a comparable document evidencing participation in a HOME tenant -based assistance program because of the status of the prospective tenant as a holder of such certificate of family participation, rental voucher, or comparable HOME tenant -based assistance document. Total rents charged to the tenant for the tenant's share of rent shall not exceed the allowable rents as described above. 7. Any lease of any of the units must be for not less than one year, unless by mutual agreement between the tenant and the Developer. Should the tenant and Developer agree to a term of less than one year, said agreement shall be expressed in some type of written form, signed by the tenant, and maintained in the tenant's rental file held by the Developer. The lease may not contain any of the following provisions (in which references to "owner" shall mean the Developer, its successors or assigns): 7.1. Agreement by the tenant to be sued, to admit guilt, or to a judgment in favor of the owner in a lawsuit brought in connection with the lease; 7.2. Agreement by the tenant that the owner may take, hold, or sell personal property of household members without notice to the tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the housing Unit after the tenant has moved out of the Unit. The owner may dispose of this personal property in accordance with state law; 7.3. Agreement by the tenant not to hold the owner or the owner's agent legally responsible for any action or failure to act, whether intentional or negligent; 7.4. Agreement of the tenant that the owner may institute a lawsuit without notice to the tenant; 7.5. Agreement by the tenant that the owner may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties; 7.6. Agreement by the tenant to waive any right to a trial by jury; 7.7. Agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and 7.8. Agreement by the tenant to pay attorney's fees or other legal costs even if the tenant wins in a court proceeding by the owner against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. City Council 39 — 147 5/17/2022 EXHIBIT 3 8. Developer, its successors or assigns, must adhere to state law requirements with regard to termination of tenancy. 9. Developer shall maintain the improvements on the Property in compliance with all applicable housing quality standards [24CFR 92.504 (c)(6)] and state and local code requirements (California Health and Safety Code section 33418), and shall keep the Property free from any unreasonable accumulation of debris or waste materials. Developer shall also maintain in a healthy condition any landscaping planted on the Property. 10. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, mental or physical disability, marital status, national origin or ancestry in the sale, lease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property, as required by the Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. 3601-20) and all implementing regulations, and the Age Discrimination Act of 1975, and all implementing regulations. 11. Not later than fifteen (15) business days prior to the Close of Escrow, Developer shall submit to the Executive Director a Management Plan in a form that is acceptable to the Executive Director, including, but not limited to, the components listed below. Approval of the Management Plan must be obtained from the Executive Director not later than the time for the Close of Escrow. Developer shall manage the Restricted Units in accordance with the approved Management Plan, including such amendments as may be approved in writing from time to time by the Executive Director, for the term of the income and rent restrictions contained in these Restrictions. The components of the Management Plan shall include: 11.1. Management Agent. Developer shall submit the name and qualifications of the proposed Management Agent. The Executive Director shall approve or disapprove the proposed Management Agent in writing based on the experience and qualifications of the Management Agent. 11.2. Management Agreement. Developer shall submit a copy of the proposed management agreement specifying the amount of the management fee, and the relationship and division of responsibilities between Developer and Management Agent. 11.3. Annual Budget and Projected Cash Flows. Prior to the Closing, and annually thereafter not later than seventy-five (75) days after the close of each calendar year thereafter until the Loan is repaid in full, Developer shall submit a projected operating budget and cash flow to the Executive Director. The budget and cash flow shall be in a form that is acceptable to the Executive Director. City Council 39 — 148 5/17/2022 EXHIBIT 3 11.4. Tenant Selection Policies. Developer shall include in the Management Plan the tenant selection policies in accordance with Section 5, above. 12. If at any time the City determines that the units are not being managed or maintained in accordance with the approved Management Plan, the City shall send the Developer a detailed description of the management deficiencies (a "Deficiency Notice"). If the deficiencies set forth in the Deficiency Notice are not cured within sixty (60) days (or such longer period as may be reasonably required to cure the deficiency), with the exception of HOME regulations that require a shorter period, the Executive Director may require Developer to change management practices or to terminate the management contract and designate and retain a different management agent. The management agreement shall provide that it is subject to termination by Developer without penalty, upon thirty (30) days prior written notice, at the direction of the Executive Director upon failure to cure a Deficiency Notice within the time period specified above. Within thirty (30) days following a direction of the Executive Director to replace the management agent in accordance with the terms hereof, the Developer shall select another management agent or make other arrangements satisfactory to the Executive Director or designee for continuing management of the units. 12.1. Marketing Plan. The marketing plan will apply to all of the units in the Project, except the one manager's unit. The Developer shall submit a marketing plan for review and approval by the Executive Director which approval will not be unreasonably withheld, conditioned or delayed. The marketing plan must contain procedures that ensure marketing of the Restricted Units to Extremely Low Income, Very Low Income, and Low Income households throughout the City. Such procedures shall be applicable for initial rent -up and ongoing marketing of the units throughout the term of these Restrictions. Developer shall advertise vacancies of the Restricted Units in general distribution newspapers that circulate throughout the City. Where the Developer utilizes other forms of advertising, such advertising shall also be distributed throughout the City. 13. The covenants established in these Restrictions and any amendments hereto approved by the City and Developer shall, without regard to technical classification and designation, be binding for the benefit and in favor of the City and their respective successors and assigns. These Restrictions shall remain in effect for fifty-five (55) years from the issuance of the Certificate of Completion and the HOME restrictions shall remain in effect for the HOME Compliance Period. In its discretion, the City may defer repayment of the HOME Loan or the City may agree to such reasonable modifications to the requirements of these Restrictions, as they may determine are necessary for the continued maintenance and operation of the Restricted Units. The covenants against discrimination shall remain in effect for the period of these Restrictions. 14. Developer shall not request disbursement of HOME funds until the funds are needed to pay eligible costs. The City shall have the right to disapprove any request if the City determines the request is for an ineligible item or is otherwise not in compliance with or inconsistent with the Loan Agreement and these Restrictions [24 CFR 92.504 (c)(10)]. City Council 39 — 149 5/17/2022 EXHIBIT 3 15. Maintenance; Compliance with Law. During the term of these Restrictions, Developer agrees to maintain all interior and exterior improvements, including landscaping, on the Project in good condition, repair and sanitary condition (and, as to landscaping, in a healthy condition) and in accordance with any Management Plan approved by the City under these Restrictions (including without limitation any landscaping and signage), as the same may be amended from time to time, and all other applicable laws, rules, ordinances, orders, and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus, and officials. Developer acknowledges the great emphasis the City places on quality maintenance to protect its investment and to provide quality low income housing for its constituents and to ensure that all City subsidized affordable housing projects within the City are not allowed to deteriorate due to deficient maintenance. In addition, Developer shall keep the Project free from all graffiti and any accumulation of debris or waste material. Developer shall promptly make all repairs and replacements necessary to keep the Project in good condition and repair and shall promptly eliminate all graffiti and replace dead and diseased plants and landscaping with comparable approved materials. In the event that Developer breaches any of the covenants contained in this Section 15 and such default continues for a period of five (5) days after written notice from the City (with respect to graffiti, debris, waste material, and general maintenance) or thirty (30) days after written notice from the City (with respect to landscaping and building improvements), then the City, in addition to whatever other right or remedy it may have under the Loan Agreement, the other Loan Documents, these Restrictions or at law or in equity, shall have the right to enter upon the Project and perform or cause to be performed all such acts and work necessary to cure the default. Pursuant to such right of entry, the City shall be permitted (but is not required) to enter upon the Project and perform all acts and work necessary to protect, maintain and preserve the improvements and landscaped areas on the Project. Developer shall promptly pay to the City, as applicable, the amount of the expenditure arising from such acts and work of protection, maintenance, and preservation by the City and/or costs of such cure, including a fifteen percent (15%) administrative charge. 16. Developer shall prepare, maintain and submit to the City, as appropriate, the following records and reports in compliance with 24 CFR 92.504 (c)(12): 16.1. Annual Reports. Developer shall file with the City an Annual Report (herein referred to as the "Annual Report") by June 15th of each calendar year, commencing with the end of the calendar year (or portion thereof) in which the Real Estate Closing occurs. The Annual Report shall contain a certification by Developer as to such information as the City Executive Director may then require, including, but not limited to, the following: (a) The fiscal condition of the Project, including the Annual Budget and Project Cash Flow report required by Section 11.3 which shall include a financial statement for the previous calendar year that includes a balance sheet and a profit and loss statement City Council 39 — 150 5/17/2022 EXHIBIT 3 indicating any surplus or deficit in operating accounts; a detailed itemized listing of income and expenses; and the amounts of any fiscal reserves. Such Annual Budget and financial statement shall be prepared in accordance with generally accepted accounting practices. The City Executive Director may require that the financial statement be audited at Developer's expense by an independent certified public accountant acceptable to the Executive Director. (b) Any substantial physical defects in the Project, including a description of any major repair or maintenance work undertaken or needed in the previous and current years. Such statement shall describe what steps Developer has taken in order to maintain the Project in a safe and sanitary condition in accordance with applicable housing and building codes and the property standards set forth in 24 CFR 92.251. (c) The occupancy of the units indicating the income of each current resident and the current rents charged each resident and whether those rents include utilities, including records that demonstrate that the Project meets the requirements of 24 CFR 92.253 for tenant and participant protection under the HOME Program. (d) General management performance, including tenant relations and other relevant information. (e) Records that demonstrate that the units meet the affordability requirements of 24 CFR 92.252, for the required period of affordability. (f) Evidence of a currently paid hazard insurance policy in accordance with the requirements of Section 3 of the City/HOME Deed of Trust, with a loss payable endorsement naming the City as a loss payee(s) together with other approved lenders (as their interests may appear), with a "Replacement Cost Endorsement" in amount sufficient to prevent Developer or City from becoming a co-insurer under the terms of the policy, but in any event in an amount not less than 100% of the then full replacement cost, to be determined at least once annually and subject to reasonable approval by the Executive Director. (g) Evidence of a currently paid liability insurance policy, naming the City as additional insured and in a form approved by the City Attorney with coverage as described in the Loan Agreement. (h) Termite reports pertaining to the Property every fifth (51h) year. (i) Such other information as may be reasonably required by the Executive Director or his/her designee. 16.2. Records and Audits. During the HOME Compliance Period, Developer shall maintain the following general program records, and make them available for inspection by the City, the State or HUD: (a) records which demonstrate that the project meets the property standard specified in 24 CFR 92.251; City Council -- 39 — 151 5/17/2022 EXHIBIT 3 (b) records, for each HOME assisted unit, which demonstrates that the project meets the requirements of 24 CFR 92.252; (c) records which demonstrate compliance with the tenant and participant protections, as specified in 24 Section 29.253; (d) records which demonstrate compliance with the Equal Opportunity and Fair Housing requirements outlined in these Restrictions, including: (i) data on the extent to which each racial and ethnic group and single head of household (by gender of head of household) have applied for, participated in, or benefited from, any program or activity funded in whole or in part with HOME funds; (ii) documentation of actions undertaken to meet the equal opportunity requirements of 24 CFR 92.350, which implements Section 3 of the Housing Development Act of 1968, as amended (12 U.S.C. 1701u); (iii) documentation and data on the steps taken to implement Developer's outreach programs to minority -owned and women -owned businesses to meet the minority outreach requirements of 24 CFR 92.350; (e) documentation of the steps taken to carry out an affirmative marketing program in accordance with 24 CFR 92.351, if applicable; (f) if applicable, records which demonstrate compliance with the requirements relating to relocation of displaced persons, as described in 24 CFR 92.353. At a minimum, these shall include project occupancy lists identifying the name and address of all persons occupying the project property up until the date of the Real Estate Closing (i.e., the date on which Developer obtained site control); (g) records concerning lead -based paint in accordance with 24 CFR 92.355; (h) if applicable, records which support any requests for waivers of the conflict of interest prohibition as stated in 24 CFR 92.356; (i) records of certifications of contractor qualifications as they relate to the debarment and suspension requirement as stated in 24 CFR 92.357 and 24 CFR Part 24; and 0) any other reports issued by other monitoring agencies. 16.3. All records pertaining to each calendar year of HOME funds must be retained for the most recent five year period, except that records of individual tenant income verifications, project rents and project inspections must be retained for the most recent five year period, until five years after the affordability period terminates (24 CFR 92.508). Developer shall cooperate with the City to retain all books and records relevant to the Loan Agreement for a minimum of five years after the expiration of the Loan City Council 39 — 152 5/17/2022 EXHIBIT 3 Agreement and any and all amendments hereto, or for five years after the conclusion or resolution of any and all audits or litigation relevant to the Loan Agreement, whichever is later. The City, the State, the Office of the Auditor General of HUD, and/or their representatives shall have unrestricted reasonable access to all locations, books, and records for the purpose of monitoring, auditing, or otherwise examining said locations, books, and records with or without prior notice. 16.4. If so directed by the City, the State or HUD upon termination of the Loan Agreement, Developer shall cause all records, accounts, documentation and all other materials relevant to the work to be delivered to the City, the State or HUD, as depository. 16.5. All records, accounts, documentation and other materials relevant to the Project shall be accessible at any time to the authorized representatives of the City, the State or HUD, on reasonable prior notice, for the purpose of examination or audit. 16.6. Pursuant to 24 CFR Part 44, the City shall perform an annual audit at the close of each calendar year in which these Restrictions are in effect. Developer shall reasonably cooperate with City in performing such audit. 17. If an event of default occurs under the terms of these Restrictions, prior to exercising any remedies hereunder, City shall give Developer written notice of such default. If the default is reasonably capable of being cured within thirty (30) days, Developer shall have such period to effect a cure prior to exercise of remedies by the City under these Restrictions. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Developer: (i) initiates corrective action within said period; and (ii) diligently, continually, and in good faith works to effect a cure as soon as possible, then Developer shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by City. Any cure made or tendered by such limited partner shall be accepted as if made by Developer. The City is a beneficiary of the terms and provisions of these Restrictions and the covenants herein, both for and in their own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit these Restrictions and the covenants running with the land have been provided. Upon the occurrence of an event of default and the expiration of the notice and cure period specified above, the City shall have the right to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which they or any other beneficiaries of these Restrictions and covenants are entitled. 18. Default. Each of the following shall constitute an "Event of Default" by Developer under these Restrictions: 18.1. Failure to Make Payments. Developer fails to make any payment due the City under these Restrictions within thirty (30) days after receiving written notice for said payment from the City; City Council 39 — 153 5/17/2022 EXHIBIT 3 18.2. Non -Monetary Failure to Perform. Developer fails to timely perform, comply with or observe any of the terms, covenants, or conditions of these Restrictions (other than those provisions elsewhere referred to in this Section 18) and such failure continues uncured or without Developer commencing to diligently cure for thirty (30) days after notice thereof in writing is given by the City to Developer, provided that if Developer has commenced cure but cannot complete such cure reasonably within thirty (30) days, Developer shall have ninety (90) days from the date of notice to cure such failure without such failure constituting an event of default; 18.3. Senior Loan Document Breach. Any default or breach of Developer which continues uncured after the expiration of any applicable cure period under the Loan Agreement (including, but not limited to, the obligations of the Developer under Section 6 of the Loan Agreement), any Loan Document or any other loan document including, but not limited to, the Senior Loan Documents, as defined and set forth in the Loan Agreement; 18.4. Voluntary Suspension. The voluntary suspension of Developer's business or the dissolution or termination of the partnership (if any) constituting Developer; 18.5. Unauthorized Transfer. Developer's sale or other transfer of the Project in violation of this Agreement; 18.6. Fraud or Material Misstatement or Omissions. Any fraudulent act or intentional material omission of Developer pertaining to or made in connection with the Loan, Loan Documents or the Project that is not cured within thirty (30) days after written notice to Developer, unless such act or omission is not capable of cure; 18.7. Insolvency. A court having jurisdiction shall have made or entered any decree or order: (i) adjudging Developer to be bankrupt or insolvent; (ii) approving as properly filed a petition seeking reorganization of Developer or seeking any arrangement for Developer under the bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction; (iii) appointing a receiver, trustee, liquidator, or assignee of Developer in bankruptcy or insolvency or for any of their properties; or (iv) directing the winding up or liquidation of Developer, if any such decree or order described in clauses (i) to (iv), inclusive, shall have continued unstayed or undischarged for a period of ninety (90) days, unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period will apply under this section as well; or Developer shall have admitted in writing its inability to pay its debts as they fall due or shall have voluntarily submitted to or filed a petition seeking any decree or order of the nature described in clauses (i) to (iv), inclusive. The occurrence of any of the events of default in this paragraph shall act to accelerate automatically, without the need for any action by the City, the indebtedness evidenced by the Note; or 18.8. Project Monies. Developer's intentional misapplication or embezzlement of Project monies. 19. Reserved. City Council 39 — 154 5/17/2022 EXHIBIT 3 20. Remedies. The occurrence of any Event of Default shall, either at the option of the City or automatically where so specified, relieve the City of any obligation to make or continue the Loan and shall give the City the right to proceed with any and all remedies set forth in these Restrictions or otherwise available at law or in equity or by statute (and all of the City's rights and remedies shall be cumulative), including but not limited to the following: 20.1. Acceleration of Note. The City shall have the right to cause all indebtedness of the Developer to the City under the Note, together with any accrued interest thereon, to become immediately due and payable. The Developer waives all right to presentment, demand, protest or notice of protest, or dishonor. The City may proceed to enforce payment of the indebtedness and to exercise any or all rights afforded to the City as a creditor and secured party under the law, including the Uniform Commercial Code, including foreclosure under the Deed of Trust. The Developer shall be liable to pay the City on demand all expenses, costs and fees (including, without limitation, reasonable attorneys' fees and expenses) paid or incurred by the City in connection with the enforcement of this provision, provided that such expenses, costs and fees shall be subordinate to the Senior Loan made to Developer and the Senior Loan Documents. 20.2. Specific Performance. The City shall have the right to mandamus or other suit, action or proceeding at law or in equity to require Developer to perform its obligations and covenants under these Restrictions or to enjoin acts on things, which may be unlawful, or in violation of the provisions of these Restrictions. The Developer shall be liable to pay the City on demand all expenses, costs and fees (including, without limitation, reasonable attorneys' fees and expenses) paid or incurred by the City in connection with the enforcement of these Restrictions. 20.3. Right to Cure at Developer's Expense. The City shall have the right to cure any monetary Event of Default by Developer under these Restrictions. The Developer agrees to reimburse the City for any funds advanced by the City to cure a monetary default by Developer upon demand therefore, together with interest thereon at the rate of twelve percent (12%) per annum or the maximum rate permitted by law, whichever rate is lesser, from the date of expenditure until the date of reimbursement. 20.4. Remedies Cumulative. No right, power, or remedy given to the City by the terms of these Restrictions is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to the City by the terms of any such instrument, or by any statute or otherwise against Developer and any other person. Neither the failure nor any delay on the part of the City to exercise any such rights and remedies shall operate as a waiver thereof, nor shall any single or partial exercise by the City of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy. 20.5. Waiver of Terms and Conditions. No waiver of any default or breach by Developer hereunder shall be implied from any omission by the City to take action on account of such default if such default persists or is repeated, and no express waiver shall City Council 39 — 155 5/17/2022 EXHIBIT 3 affect any default other than the default specified in the waiver, and such waiver shall be operative only for the time and to the extent therein stated. Waivers of any covenant, term, or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition. The consent or approval by the City to or of any act by Developer requiring further consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar act. The exercise of any right, power, or remedy shall in no event constitute a cure or a waiver of any default under these Restrictions or the Loan Documents, nor shall it invalidate any act done pursuant to notice of default, or prejudice the City in the exercise of any right, power, or remedy hereunder or under the Loan Documents, unless in the exercise of any such right, power, or remedy all obligations of Developer to City are paid and discharged in full. 21. The covenants and agreements contained herein shall run with the land and not be personal obligations of Developer. Upon the sale, conveyance or other transfer of the Property (a "Transfer") and the assumption of the obligations hereunder by a transferee, Developer's liability for performance shall be terminated as to any obligation to be performed hereunder after the date of such Transfer. 22. The Loan Agreement and all of its attachments shall be enforceable by City in accordance with the terms thereof. Each of the Loan Agreement, the Affordability Restrictions on Transfer of Property, the City/HOME Loan Note and the City/HOME Deed of Trust provide a means of enforcement by the City if Developer is in breach of its obligations hereunder and thereunder, including liens on the Property, use and deed restrictions and covenants running with the land [24 CFR 92.504 (c) (13)]. 23. Additional Terms. 23.1. Indemnity. To the fullest extent permitted by law, the Developer agrees to indemnify, hold harmless and defend the City and its elected officials, officers, governing members, employees, attorneys and agents (collectively, the "Indemnified Parties"), from and against any and all losses, damages, claims, actions, liabilities, costs and expenses of any and every conceivable nature, kind or character (including, without limitation, reasonable attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject to under any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to: (a) these Restrictions or the execution or amendment thereof in connection with the transactions contemplated thereby; (b) Developer's ownership or operation of the Property and the Project or any act or omission of the Developer or any of its agents, contractors, servants, employees or licensees in connection with the Property and the Project, the operation of the Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation, operation or rehabilitation of, the Project or any part thereof; (c) any lien or charge upon payments by the Developer to the City, or City Council 39 — 156 5/17/2022 EXHIBIT 3 any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the City in respect of any portion of the Project; (d) any violation of any environmental law, rule or regulation with respect to, or the release of any toxic substance from, the Property or the Project or any part thereof; or (e) any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact by the Developer contained in any Loan Document or any of the documents or instruments relating to said Loan Documents that the City relied upon in making the Loan; except to the extent such damages are caused by the gross negligence or willful misconduct of such Indemnified Party. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Developer, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment and payment for of counsel selected by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same; provided that the Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement. 23.2. Time. Time is of the essence in these Restrictions. 23.3. Construction. Except where the context otherwise requires, words imparting the singular number shall include the plural number and vice versa, words imparting persons shall include firms, associations, partnerships and corporations, and words of either gender shall include the other gender. 23.4. Waiver of Jury Trial. Unless prohibited by Federal, State or local laws, each party to these Restrictions hereby expressly waives any right to trial by jury of any claim, demand, action or cause of action arising under any Loan Document or in any way connected with or related or incidental to the dealings of the parties hereto or any of them with respect to any Loan Document, or the transactions related thereto, in each case whether now existing or hereafter arising, and whether sounding in contract or tort or otherwise; and each party hereby agrees and consents that any such claim, demand, action or cause of action shall be decided by court trial without a jury, and that any party to these Restrictions may file an original counterpart or a copy of this section with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jm`y. 23.5. Nonliability. By accepting or approving anything required to be performed or given to City under these Restrictions, City shall not be deemed to have warranted or represented the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty or representation by City to anyone. 23.6. Obligations Unconditional and Independent. Notwithstanding the existence at any time of any obligation or liability of City to Developer, or any claim by Developer against City, in connection with these Restrictions or otherwise, Developer hereby waives any right it might otherwise have: (a) to offset any such obligation, liability or claim against City Council 39 — 157 5/17/2022 EXHIBIT 3 Developer's obligations under these Restrictions; or (b) to claim that the existence of any such obligation, liability or claim excuses the nonperformance by Developer of any of its obligations under these Restrictions. 24. CSCDA Regulatory Agreement. The parties hereto acknowledge that the Developer and California Statewide Communities Development Authority are entering into that certain Regulatory Agreement and Declaration of Restrictive Covenants (the "CSCDA Regulatory Agreement") with respect to the Property and the issuance of tax- exempt financing and further agree that as long as the CSCDA Regulatory Agreement is in effect, to the extent of any conflicting provisions between the CSCDA Regulatory Agreement and the Restrictions, the CSCDA Regulatory Agreement shall control. That notwithstanding, the fact that the Restrictions and the CSCDA Regulatory Agreement provide for greater, lesser or different obligations or requirements shall not be deemed a conflict unless the applicable provisions are inconsistent and could not be simultaneously enforced or performed. 25. Notices. All notices, demands, approvals and other communications provided for in the Loan Documents shall be in writing and be delivered to the appropriate party by personal service or U.S. mail at its address as follows: If to Developer: Westview House LP c/o Westview House CDP LLC 3416 Via Oporto, Suite 301 Newport Beach, CA 92663 Attn: Kyle Paine With a copy to: Westview House Mercy House CHDO LLC 807 N. Garfield Street Santa Ana, CA 92701 Attn: Lawrence G. Haynes, Jr. And: Sabelhaus & Strain, LLP 1724 1Oth Street, Suite 110 Sacramento, CA 95811 Attn: Stephen A. Strain, Esq. And: Chernove and Associates, Inc. 16027 Ventura Boulevard #660 Encino, CA 91436 Attn: Sheldon Chernove, Esq. And: R4 WHCA Acquisition LP c/o R4 Capital LLC 780 Third Avenue, 16th Floor New York, New York 10017 Attention: Marc Schnitzer E-Mail: mschnitzer(&,R4cap.com City Council 39 — 158 5/17/2022 EXHIBIT 3 And: Frost Brown Todd LLC 400 West Market Street, Suite 3200 Louisville, Kentucky 40202 Attention: Amy Curry If to City: City of Santa Ana Executive Director (CDA) 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 With a copy to: City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 Addresses for notice may be changed as required by written notice to all other parties. All notices personally served shall be effective when actually received. All notices mailed shall be effective three (3) days after deposit in the U.S. Mail, postage prepaid. The foregoing notwithstanding, the non -receipt of any notice as the result of a change of 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 notice. {signatures on following page) City Council 39 — 159 5/17/2022 EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have caused these Affordability Restrictions on Transfer of Property to be executed on the date set forth hereinabove. ATTEST: CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager Dated: APPROVED AS TO FORM: SONIA R. CARVALHO, City Attorney By: Ryan O. Hodge Assistant City Attorney Dated: RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency Dated: City Council 39 — 160 5/17/2022 EXHIBIT 3 DEVELOPER Westview House LP, a California limited partnership By: Westview House CDP LLC, a California limited liability company Its: Administrative General Partner By: Community Development Partners, a California corporation Its: Sole Managing Member By: Kyle Paine Its: President By: Westview Mercy House CHDO, LLC, a California limited liability company Its: Managing General Partner By: Mercy House CHDO, Inc., a California nonprofit public benefit corporation Its: Sole Managing Member By: Lawrence G. Haynes, Jr. Its: Chief Executive Officer City Council 39 — 161 5/17/2022 EXHIBIT 3 Exhibit G 16* Additional Terms and Conditions Federal HOME Investment Partnership (HOME) Funds City Council 39 — 162 5/17/2022 EXHIBIT 3 EXHIBIT G ADDITIONAL TERMS AND CONDITIONS FEDERAL HOME INVESTMENT PARTNERSHIP (HOME) FUNDS In addition to the requirements set forth in other provisions of the Agreement, Developer shall comply, and shall cause all Developer personnel and/or subcontractors to comply, with the following regulations and requirements to the extent applicable to the Project.' 1. Use of the HOME Funds. The Loan shall be used only for eligible costs (see, e.g., 24 C.F.R. § 92.206, 92.214, 92.300(c), and 92.301), and any development work shall be completed within the times referred to in the Affordable Housing and Loan Agreement between City and Developer. 2. Affordability. The Project units shall meet the affordability requirements of the HOME Requirements (24 C.F.R. § 92.254) or this Agreement and the Regulatory Agreement, whichever is more restrictive. If the Project units do not meet the affordability requirements of the HOME Requirements for the specified time period, Developer shall repay the Loan to City promptly upon demand by City. In such event, Developer shall not be released from the affordability and other covenants and restrictions set forth in this Agreement and the Regulatory Agreement, which shall continue to apply independent of the HOME Requirements. 3. Equal Opportunity and Nondiscrimination. a. Title VI of the Civil Rights Act of 1964, as amended, including Public Law 88-352 implemented in 24 CFR Part 1. This law provides in part that no person shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. In regard to the sale or lease of the Property, Developer shall cause or require a covenant running with the land to be inserted in the deed and leases prohibiting discrimination under this Title, and providing that City and the United States are beneficiaries of and entitled to enforce such covenants. Developer shall enforce such covenant and shall not itself so discriminate. b. Fair Housing Act, Title VIII of the Civil Rights Act of 1968, as amended, including Public Law 90-234. The Fair Housing Act provides in part that there shall be no discrimination in housing practices on the basis of race, color, religion, sex, and national origin. The Fair Housing Act was amended in 1988 to provide protections from discrimination in any aspect of the sale or rental of housing for families with children and persons with disabilities. The Fair Housing Act also establishes requirements for the design and construction of new rental ' This exhibit is a list and summary of some of the applicable legal requirements and is not a complete list of all Developer requirements. The description set forth next to a statute or regulation is a summary of certain provisions in the statute or regulation and is in no way intended to be a complete description or summary of the statute or regulation. In the event of any conflict between this summary and the requirements imposed by applicable laws, regulations, and requirements, the applicable laws, regulations, and requirements shall apply. WESTCuncil 39 — 163 5/17/2&212HIT HOME FUNDING ADDITIONAL TERMS AND CONDITIONS EXHIBIT 3 or for -sale multi -family housing to ensure a minimum level of accessibility for persons with disabilities. C. Section 109 of Title I of the Housing and Community Development Act of 1974, as amended, including 42 U.S.C. 5301 et. seq., 42 U.S.C. 6101 et. seq., and 29 U.S.C. 794. This law provides in part that no person on the grounds of race, color, national origin, sex, or religion shall be excluded from participation in, be denied the benefits of, or otherwise be subject to discrimination under any activity funded in whole or part with funds under this Title. d. Section 104(b) of Title I of the Housing and Community Development Act of 1974, as amended, including 42 U.S.C. 5301 et. seq. This law provides in part that any grant under Section 106 shall be made only if the grantee certifies to the satisfaction of the Secretary of HUD that the grantee will, among other things, affirmatively further fair housing. e. Executive Order 11246, as amended. This order includes a requirement that grantees and subrecipients and their contractors and subcontractors not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. f. Executive Order 11063, as amended, including 24 CFR Part 107. This order and its implementing regulations include requirements that all actions necessary be taken to prevent discrimination because of race, color, religion, sex, or national origin in the use, occupancy, sale, leasing, rental, or other disposition of property assisted with Federal loans, advances, grants, or contributions. g. Section 504 of the Rehabilitation Act of 1973, as amended. This Act specifies in part that no otherwise qualified individual shall solely by reason of his or her disability or handicap be excluded from participation (including employment), denied program benefits, or subjected to discrimination under any program or activity receiving Federal assistance. Developer must ensure that its programs are accessible to and usable by persons with disabilities. h. The Americans with Disabilities Act (ADA) of 1990, as amended. This Act prohibits discrimination on the basis of disability in employment by state and local governments and in places of public accommodation and commercial facilities. The ADA also requires that facilities that are newly constructed or altered, by, on behalf of, or for use of a public entity, be designed and constructed in a manner that makes the facility readily accessible to and usable by persons with disabilities. The Act defines the range of conditions that qualify as disabilities and the reasonable accommodations that must be made to assure equality of opportunity, full participation, independent living, and economic self-sufficiency for persons with disabilities. i. The Age Discrimination Act of 1975, as amended. This law provides in part that no person shall be excluded from participation in, be denied program benefits, or subjected to discrimination on the basis of age under any program or activity receiving federal assistance. WESTCuncil 39 — 164 5/17/20=212HIT HOME FUNDING ADDITIONAL TERMS AND CONDITIONS EXHIBIT 3 j. EEO/AA Statement. Developer shall, in all solicitations or advertisements for employees placed by or on behalf of Developer, state that it is an Equal Opportunity or Affirmative Action employer. k. Minority/Women Business Enterprise. Developer will use its best efforts to afford small businesses and minority and women -owned business enterprises the maximum practicable opportunity to participate in the performance of the Agreement. As used in the 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 - owned 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 Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian -Americans, and American Indians. Developer may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. 1. Nondiscrimination. Developer shall comply with the federal requirements and nondiscrimination provisions in 24 C.F.R. § 92.350, which include requirements on nondiscrimination and equal opportunity, disclosure requirements, debarred, suspended or ineligible contractors, and maintaining a drug -free workplace. 4. Environmental. a. Air and Water. Developer shall comply with the following regulations insofar as they apply to the performance of the Agreement: Clean Air Act, 42 U.S.C. 7401, et seq.; Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; and the U.S. Environmental Protection City regulations pursuant to 40 CFR Part 50, as amended. b. Flood Disaster Protection Act of 1973. Developer shall assure that for activities located in an area identified by FEMA as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained. C. Lead -Based Paint. Developer shall comply with the Lead -Based Paint Regulations referenced in 24 C.F.R. 92.355, including 24 C.F.R. Part 35, et. al. d. Historic Preservation. Developer shall comply with the historic preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 C.F.R. Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties and related laws and Executive Orders, insofar as they apply to the performance of this Agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a federal, state, or local historic property list. WESTQtjncil 39 — 165 5/17/2&22HIT HOME FUNDING ADDITIONAL TERMS AND CONDITIONS EXHIBIT 3 e. Limitation on Activities Pending Clearance. In accordance with 24 C.F.R. § 58.22 entitled "Limitations on activities pending clearance," neither a recipient nor any participant in the development process, including public or private nonprofit or for -profit entities, or any of their contractors, may commit HUD assistance under a program listed in 24 C.F.R. § 58.1(b) on an activity or project until HUD or the state has approved the recipient's Request for Release of Funds (RROF) and the related certifications have been approved. Neither a recipient nor any participant in the development process may commit non -HUD funds or undertake an activity or project that would have an adverse environmental impact or limit the choice of reasonable alternatives. Upon completion of environmental review or receipt of environmental clearance, City shall notify Developer. HUD funds shall not be utilized before this requirement is satisfied. The environmental review or violation of the provisions may result in approval, modification of cancellation of the Loan. If a project or activity is exempt under 24 C.F.R. § 58.34, or is categorically excluded (except in extraordinary circumstances) under 24 C.F.R. § 58.35(b), no RROF is required and the recipient may undertake the activity immediately after the City has documented its determination that each activity or project is exempt and meets the conditions specified for such exemption under this section by issuing a Notice to Proceed. 5. Uniform Administrative Requirements. Developer shall comply with applicable uniform administrative requirements as described in 24 C.F.R. §§ 92.205. 6. Other Program Requirements. Developer shall carry out each activity under the Agreement in accordance with all applicable federal laws and regulations described in Subpart H of 24 C.F.R. § 92 except for City's responsibility for initiating the environmental review process under the provisions of 24 C.F.R. Part 58. 7. Project Requirements. Developer shall comply with all project requirements set forth in 24 C.F.R. §§ 92.250-92.258, as applicable in accordance with the type of project assisted. 8. Property Standards. Developer shall perform any construction work and maintain the Project units in compliance with the property standards in 24 C.F.R. § 92.251 and the lead -based paint requirements in 24 C.F.R. § 92 Part 35, Subparts A, B, J, K, M and R, as applicable. 9. Records and Reports. Developer shall provide to City all records and reports relating to the Program Activities that may be reasonably requested by City in order to enable it to perform its recordkeeping and reporting obligations pursuant to the HOME Requirements, including 24 C.F.R. §§ 92.508 and 92.509. 10. Conflict of Interest. Developer will comply with 2 C.F.R. Part 200 and 24 C.F.R. 84.42, 85.36 and 92.356, as applicable, regarding the avoidance of conflict of interest, which provisions include (but are not limited to) the following: i. Developer shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds. WESTCuncil 39 — 166 5/17/2022HIT G HOME FUNDING ADDITIONAL TERMS AND CONDITIONS EXHIBIT 3 ii. No employee, officer or agent of the Developer shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. iii. No covered persons who exercise or have exercised any functions or responsibilities with respect to HOME -assisted activities, 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 in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the HOME -assisted activity, or with respect to the proceeds from the HOME -assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a "covered person" includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Grantee, the Developer, or any designated public agency. 11. Affirmative Marketing. If the Loan will be used for housing containing 5 or more assisted units, Developer shall establish for City's review and approval a plan and procedures to affirmatively market the units. The objective of the plan shall be to provide information and attract eligible persons from all racial, ethnic and general groups in the housing market area to the available housing. In connection therewith, Developer shall perform those affirmative marketing responsibilities set forth in 24 C.F.R. § 92.351(a) and the marketing plan shall include the following: a. methods for informing the public, owners, and potential tenants about federal fair housing loans and the City's affirmative marketing policy; b. requirements and practices Developer must adhere to in order to carry out the affirmative marketing procedures and requirements; C. procedures to be used by Developer to inform and solicit applications from persons in the housing market area that are not likely to apply for the housing without special outreach; d. records that will be kept describing actions taken by Developer to affirmatively market units and records to assess the results of those actions; and e. a description of how Developer will assess the success of affirmative marketing actions and what corrective actions will be taken where affirmative marketing requirements are not met. 12. Displacement. Consistent with the other goals and objectives of Subpart H of 24 C.F.R. § 92, Developer shall take all reasonable steps to minimize the displacement of persons (families, individuals, businesses, nonprofit organizations, and farms) as a result of the Program Activities. 13. Debarment and Suspension. As required in 24 C.F.R. § 92.357, Developer shall comply with all debarment and suspension certifications. WESTQuncil 39 — 167 5/17/2OF221HIT G HOME FUNDING ADDITIONAL TERMS AND CONDITIONS EXHIBIT 3 14. Enforcement of Agreement. In addition to the other provisions set forth in the Agreement, City shall have the authority to enforce Developer's obligation to comply with the HOME Requirements. 15. Return of HOME Funds. Upon the completion of the Project or earlier termination of the Agreement, Developer shall transfer to City any HOME funds on hand for which expenses have not been incurred and any accounts receivable attributable to the use of HOME funds. In addition to the foregoing, in the event the expenses for which any disbursement of Loan funds are disbursed are not incurred by Developer within thirty (30) days after City's disbursement, or such longer time as City approves in its sole discretion, City shall have the right to require that Developer immediately return the Loan proceeds to City. 16. Monitoring. Not less than once per year, City shall review Developer's activities and operations under the Agreement and Developer's compliance with the HOME Requirements. Such review may include an on -site inspection of the Project units (including unit interiors). If such an on -site inspection of the Project units is to be undertaken, City shall coordinate such inspection with Developer. The monitoring required pursuant to this paragraph shall be in compliance with the requirements of 24 C.F.R. § 92.504. 17. Tenant Participation Plan. Developer shall provide to City for approval the form of the lease agreement to be used for the rental units, which lease must be fair and provide for a grievance procedure. In addition, Developer shall provide to City for approval a plan that provides for tenant participation in management decisions. (24 C.F.R § 92.303.) 18 Anti -Lobbying Certification. By its execution of the Agreement, Developer hereby certifies that: i. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. ii. 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, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. iii. It will require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. WESTQuncil 39 — 168 5/17/20=212HIT HOME FUNDING ADDITIONAL TERMS AND CONDITIONS EXHIBIT 3 This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. This certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. At the request of City, Developer shall execute a separate document that contains the certifications set forth above. 19. Drug -Free Workplace Requirements. Developer shall comply with and be subject to the requirements of the federal drug -free workplace requirements, which include the following actions be taken: i. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against employees for violation of such prohibition. ii. Establishing an ongoing drug -free awareness program to inform employees about: (a) the dangers of drug abuse in the work place; (b) the grantee's policy of maintaining a drug -free workplace; (c) any available drug counseling, rehabilitation, and employee assistance programs; and (d) the penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. iii. Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph (i). iv. Notifying the employee in the statement required by paragraph (i) that, as a condition of employment under the grant, the employee will: (a) abide by the terms of the statement; and (b) notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction. V. Notifying the agency in writing, within ten calendar days after receiving notice under sub -paragraph (iv) (b) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to every grant officer or other designee on whose grant activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices. Notice shall include the identification number(s) of each affected grant. vi. Taking one of the following actions, within 30 calendar days of receiving notice under subparagraph (iv)(b), with respect to any employee who is so convicted: (a) taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or (b) requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State or local health, law enforcement, or other appropriate agency. WESTCuncil 39 — 169 5/17/20=221HIT G HOME FUNDING ADDITIONAL TERMS AND CONDITIONS EXHIBIT 3 vii. Making a good faith effort to continue to maintain a drug -free workplace through implementation of paragraphs (i), (ii), (iii), (iv), (v), and (vi). 20. Procurement. If applicable, Developer will comply with the procurement standards under 24 CFR 85.36 for governmental subrecipients and 24 CFR 84.40-48 for subrecipients that are non-profit organizations. Developer shall comply with all existing and future City policies concerning the purchase of equipment. 21. Hatch Act. The Developer agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Title V United States Code Section 1501 et seq. 22. Labor Provisions. a. Section 3 of the Housing and Community Development Act of 1968. Developer shall comply with and cause its contractors and subcontractors to comply with the requirements of Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. § 1701u), the HUD regulations issued pursuant thereto at 24 C.F.R, Part 135, and any applicable rules and orders of HUD issued thereunder. The Section 3 clause, set forth in 24 C.F.R § 135.38 provides: i. The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. § 170lu (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. ii. The parties to this contract agree to comply with HUD's regulations in 24 C.F.R. Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. iii. The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) WESTCuncil 39 — 170 5/17/20=212HIT HOME FUNDING ADDITIONAL TERMS AND CONDITIONS EXHIBIT 3 taking applications for each of the positions; and the anticipated date the work shall begin. iv. The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 C.F.R. Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 C.F.R. Part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 C.F.R. Part 135. V. The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 C.F.R. Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 C.F.R. Part 135. vi. Noncompliance with HUD's regulations in 24 C.F.R Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. Developer shall abide by the Section 3 clause set forth above and will also cause this Section 3 clause to be inserted in all contracts relating to the construction of the Project. WESTCuncil 39 — 171 5/17/2OF221HIT G HOME FUNDING ADDITIONAL TERMS AND CONDITIONS EXHIBIT 4 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 6103 & 27383 When Recorded Mail to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council SPACE ABOVE THIS LINE FOR RECORDING USE FREE RECORDING REQUESTED [Government Code Section 6103] 1NCLUSIONARY HOUSING PROGRAM LOAN AGREEMENT by and between the CITY OF SANTA ANA n Westview House LP a California limited partnership (2530 & 2534 Westminster Avenue, Santa Ana, California) Dated: May 26, 2022 City Council 39 — 172 5/17/2022 EXHIBIT 4 TABLE OF CONTENTS Section 1. DEFINITIONS AND INTERPRETATION ............................................. 2 1.1. Defined Terms.................................................................................................... 2 1.2. Singular and Plural Terms.................................................................................... 8 1.3. References and Other Terms................................................................................ 8 1.4. Exhibits Incorporated........................................................................................... 8 Section 2. [RESERVED]............................................................................................ 8 Section 3. SCOPE OF WORK/ PROJECT BUDGET ............................................... 8 Section 4. [RESERVED]............................................................................................ 9 Section5. LOANS...................................................................................................... 9 Section 6. CONDITIONS TO DISBURSEMENT OF LOAN PROCEEDS ............. 9 Section 7. AFFORDABILITY REQUIREMENTS, USE AND MAINTENANCE OF THE PROPERTY....................................................................................................... 14 Section 8. RESERVED............................................................................................ 19 Section 9. GENERAL PROVISIONS AND WARRANTIES ................................. 19 Section 10. CONDITIONS FOR CONSTRUCTION ................................................ 23 Section 11. FEDERAL (HOME PROGRAM) COVENANTS ................................. 24 Section 12. MAINTENANCE, MANAGEMENT, OPERATION, PRESERVATION AND REPAIR OF PROPERTY....................................................................................... 30 Section 13. NONDISCRIMINATION COVENANTS .............................................. 32 Section 14. ENVIRONMENTAL MATTERS.......................................................... 33 Section 15. OTHER AFFIRMATIVE COVENANTS .............................................. 34 Section 16. OTHER NEGATIVE COVENANTS..................................................... 36 Section 17. CERTIFICATE OF COMPLETION...................................................... 37 Section 18. INDEMNIFICATION............................................................................. 37 Section 19. INSURANCE, CASUALTY AND CONDEMNATION ....................... 40 Section 20. DEFAULTS AND REMEDIES.............................................................. 44 Section 21. MISCELLANEOUS................................................................................ 47 i ouncil 39 - 173 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 LOAN AGREEMENT INCLUSIONARY HOUSING PROGRAM THIS LOAN AGREEMENT (the "Agreement") dated, for identification purposes only, as of May 17, 2022, is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation (referred to herein as "City") and Westview House LP, a California limited partnership (referred to herein as "Developer"), with reference to the following: RECITALS: A. The Affordable Housing Opportunity and Creation Ordinance, Santa Ana Ordinance No. NS-3019, established standards and procedures to encourage the development of housing that is affordable to a range of households with varying income levels. Pursuant to Santa Ana Municipal Code ("SAMC") section 41-1904(c), developers may pay an in -lieu fee in certain instances to satisfy the inclusionary requirements. These funds are deposited into the Inclusionary Housing Program Fund, as defined by SAMC section 41-1901, and are to be used to increase and improve the supply of affordable housing per SAMC section 41-1909; B. On April 7, 2020, the Santa Ana City Council authorized the City Manager to execute a pre -commitment letter with Community Development Partners ("CDP") and Mercy House Community Housing Development Organization ("Mercy House CHDO") for one million, five hundred and fourteen thousand, one hundred and thirteen dollars and no cents ($1,514,113.00) in Inclusionary Housing Program funds. C. Developer is the owner of that certain property commonly known as 2530 and 2534 Westminster Avenue, within the City of Santa Ana, California, and legally described in Exhibit A attached hereto (the "Property"). The loans referenced herein shall assist in the acquisition and new construction of said Property for a multifamily residential housing development. D. In furtherance of the Inclusionary Housing Program, Developer has applied to the City for a loan with which to: 1. provide deeper affordability for a longer term, as well as acquire and construct the Property, and 2. thereafter to maintain, operate and professionally manage the Property as decent, safe, sanitary and affordable rental housing. E. City, on certain terms and conditions, desires to make such loan to Developer in order to make possible the acquisition and construction of the Property, to expand the supply of decent, safe, sanitary and affordable housing. F. If there is any discrepancy between Federal and State guidelines with regard to any of the terms and conditions contained herein, the more stringent shall apply. 1 "'Council 39 — 174 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 G. This Agreement and all of its attachments shall be enforceable by City in accordance with the terms thereof. Each of the Agreement, the Affordability Restrictions on Transfer of Property, the City/Inclusionary Housing Program Loan Note and the City/Inclusionary Housing Program Loan Deed of Trust provide a means of enforcement by the City if Developer is in breach of its obligations hereunder and thereunder, including liens on the Property, use and deed restrictions and covenants running with the land. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, City and Developer agree as follows: Section 1. DEFINITIONS AND INTERPRETATION 1.1. Defined Terms. All capitalized terms used herein, including, without limitation, in the Recitals above and in all other Loan Documents, unless otherwise expressly defined, are defined where first used in this Agreement and/or as set forth in this Section 1. "Affordable Housing" means housing in which households whose incomes qualify them as Extremely Low or Low Income, pay Affordable Rents. "Affordability Period" means the period beginning upon the issuance of the Certificate of Completion and ending on the date which is fifty-five (55) years after the issuance of the Certificate of Completion during which the Affordability Restrictions on Transfer of Property remain in effect. "Affordability Restrictions on Transfer of Property" means that certain document affecting real property benefiting the City, attached hereto as Exhibit F. "Affordable Rent" means the monthly rents that are set forth in more detail in Section 7 of this Agreement. "Building Permit" means the building permit(s) issued by City and required for the construction, if any. "Business Day" means any Monday, Tuesday, Wednesday, Thursday or Friday on which Santa Ana City Hall is open to the public to conduct City affairs. "Calendar Year" means each consecutive twelve (12) month period from January 1 to December 31. "Certificate of Completion" has the meaning set forth in Article 17. "City" means the City of Santa Ana, California, a charter city and municipal corporation. 2 ouncil 39 — 175 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 "City/Inclusionary Housing Program Loan" means the loan to be made to Developer by City from Inclusionary Housing Program funds pursuant to Article 5 of this Agreement. "City/Inclusionary Housing Program Loan Deed of Trust" means the deed of trust encumbering the Property, in the form attached hereto as Exhibit D, to be executed by Developer pursuant to Section 5.13.2 in order to secure the City/Inclusionary Housing Program Loan Note. "City/Inclusionary Housing Program Loan Note" means that certain promissory note in the original principal amount of $1,514,113, in the form attached hereto as Exhibit E, to be executed by Developer in favor of City to evidence the obligation of Developer to repay the City/Inclusionary Housing Program Loan. "Close of Escrow" shall mean the date upon which the City/Inclusionary Housing Program Loan Deed of Trust is recorded in the Official Records of the County. "Closing Statement" means the final statement of Developer's Escrow account for the purchase and sale of the Property pursuant to the Purchase Contract. "Construction Period" means the period of time commencing with the Close of Escrow and ending on the Conversion Date. "Conversion Date" means the date on which the Senior Construction Loan is repaid in full and the Senior Permanent Loan is disbursed to Borrower. "County" means the County of Orange, California. "Developer" means Westview House LP, a California limited partnership, its successors and assigns. "Developer's Representative" shall mean the President of the Sole Managing Member of the Administrative General Partner or his/her designee. "Escrow Holder" means Fidelity National Title, 18500 Von Karman Avenue, Suite 600, Irvine, CA 92612. "Event of Default" has the meaning set forth in Section 20.1. "Executive Director" means the Executive Director of the Community Development Agency, or his/her designee. "Extremely Low Income" means an adjusted income that does not exceed thirty percent (30%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. ouncil 39 — 176 5/17/2022 C'ty clusionary Housing Program Loan Agreement EXHIBIT 4 "General Partner(s)" means the General Partner(s) of Developer, Westview Mercy House CHDO LLC (the "Managing General Partner"), Westview House CDP LLC (the "Administrative General Partner"), and their respective successors and assigns. "Governmental Authority" means any governmental or quasi governmental agency, board, bureau, commission, department, court, administrative tribunal or other instrumentality or authority, and any public utility. "Hazardous Materials" means any flammable materials, explosives, radioactive materials, hazardous wastes, toxic substances and similar substances and materials, including all substances and materials defined as hazardous or toxic wastes, substances or materials under any applicable law, including without limitation the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et sec., and the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601, et seq., as amended including: (i) poses a hazard to the Project or to persons on the Project or (ii) causes the Project to be in violation of any Hazardous Substance Law; (iii) asbestos in any form; (iv) urea formaldehyde foam insulation; (v) transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls; (vi) radon gas; (vii) any chemical, material, or substance defined as or included in the definition of "hazardous substance," "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," or "toxic substances" or words of similar import under any applicable local, state, or federal law or under the regulations adopted or publications promulgated pursuant to those laws, including, but not limited to, any Hazardous Substance Law, Code of Civil Procedure § 564, as amended from time to time, Code of Civil Procedure § 726.5, as amended from time to time, Code of Civil Procedure §736, as amended from time to time, and Civil Code § 2929.5, as amended from time to time; (viii) any other chemical, material, or substance, exposure to which is prohibited, limited, or regulated by any governmental authority or which may pose a hazard to the health and safety of the occupants of the Project or the owners or occupants of property adjacent to or surrounding the Project, or any other person coming on the Project or any adjacent property; and (ix) any other chemical, material, or substance that may pose a hazard to the environment flammable materials, explosives, radioactive materials, hazardous wastes, toxic substances and similar substances and materials, including all substances and materials defined as hazardous or toxic wastes, substances or materials under any applicable law, including, without limitation the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et. seq., as amended. "Hazardous Substance Law" means any federal, state, or local law, ordinance, regulation, or policy relating to the environment, health, and safety, any Hazardous Materials (including, without limitation, the use, handling, transportation, production, ouncil 39 — 177 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 disposal, discharge, or storage of the substance), industrial hygiene, soil, groundwater, and indoor and ambient air conditions or the environmental conditions on the Project, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 [42 USCS §§ 9601 et seq.], as amended from time to time; the Hazardous Substances Transportation Act [49 USCS §§ 1801 et seq.], as amended from time to time; the Resource Conservation and Recovery Act [42 USCS §§ 6901 et seq.], as amended from time to time; the Federal Water Pollution Control Act [33 USCS §§ 1251 et seq.], as amended from time to time; the Hazardous Substance Account Act [Health and Safety Code §§ 25300 et seq.], as amended from time to time; the Hazardous Waste Control Law [Health and Safety Code §§ 25100 et seq.], as amended from time to time; the Medical Waste Management Act [Health and Safety Code §§ 25015 et seq.], as amended from time to time; and the Porter -Cologne Water Quality Control Act [Water Code §§ 13000 et seq.], as amended from time to time. "HUD" means the United States Department of Housing and Urban Development and any successors or assigns thereof. "Improvements" means all improvements and fixtures now and hereafter comprising any portion of the Property, including, without limitation, landscaping, trees and plant materials; and offsite improvements (including, without limitation, streets, curbs, storm drains, and adjacent street lighting). "Indemnitees" has the meaning set forth in Section 14.5. "Laws" means all statutes, laws, ordinances, regulations, orders, writs, judgments, injunctions, decrees or awards of the United States or any state, county, municipality or other Governmental Authority. "Lien" means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any lien or security interest). "Limited Partner" means the Tax Credit Investor and any other Limited Partner(s) or Special Limited Partner(s) of Developer, and their successors and assigns. "Loan Documents" means, collectively, this Agreement, the City/Inclusionary Housing Program Loan Note, the City/Inclusionary Housing Program Loan Deed of Trust, the Affordability Restrictions on Transfer of Property, and any other agreement, document, or instrument that the City requires in connection with the execution of this Agreement or from time to time to effectuate the purposes of this Agreement. "Low Income" means an adjusted income that does not exceed eighty percent (80%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. "Median Income for the Area" means the median income for the Orange County, California PMSA as most recently determined by HUD. Also may be referred to 5 ouncil 39 — 178 5/17/2022 Ci y clusionary Housing Program Loan Agreement EXHIBIT 4 interchangeably in the Loan Documents as "Area Median Income" or "AMP'. In the event that such income determinations are no longer published, or are not updated for a period of at least eighteen (18) months, the City shall provide the Developer with other income determinations which are reasonably similar with respect to methods of calculation to those previously published by HUD and the State. "Operating Reserves" shall mean reserves maintained during the Term of Agreement and funded out of Residual Receipts, loan advances, equity, or other sources and set aside for taxes and assessments, insurance premiums, operating expenses, and debt service. Operating Reserves shall not exceed the amount required to pay three (3) months of operating expenses and three (3) months of mandatory debt service, or such higher amount required by a project lender or by the Tax Credit Investor. "Partnership Agreement" means the Agreement of Amended and Restated Agreement of Limited Partnership of Borrower, dated as of May 1, 2022, as said Partnership Agreement may be amended from time to time. "Permitted Encumbrances for the Affordable Housing Restrictions" means, collectively, the Senior Loan Deed of Trust and all other title exceptions and limitations with respect to the Property hereafter approved by the Executive Director in writing. "Permitted Encumbrances for the City Loan Deed of Trust" means, collectively, the Senior Loan Deed of Trust and all other title exceptions and limitations with respect to the Property hereafter approved by the Executive Director in writing. "Project" means the acquisition and construction of the Property by Developer pursuant to this Agreement. "Project Budget" means the line -item budget for the Project attached hereto as Exhibit C, as modified from time to time in accordance with this Agreement. "Project Costs" means all costs of any nature incurred in connection with the Project in accordance with generally accepted accounting principles. "Property" means the Property that is located at 2530 and 2534 Westminster Avenue, within the City of Santa Ana, and is more fully described in the "Legal Description" of the Property attached hereto as Exhibit A and incorporated herein by reference. "Replacement Reserves" shall mean reserves maintained during the Term of Agreement and funded out of Residual Receipts, loan advances, equity, or other sources and set aside for replacement of roofing, furniture, fixtures, equipment and other capital expenditures. The annual amount set aside for Replacement Reserves shall be a minimum of two hundred fifty dollars ($250) per unit but shall not exceed five hundred dollars ($500) per unit and may increase by 3% per year, or such higher amount as may be required by the Tax Credit Investor or the Senior Lender and approved by City (such approval not to be unreasonably withheld or delayed). 6 ouncil 39 — 179 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 "Residual Receipts" has the meaning set forth in the City/Inclusionary Housing Program Loan Note. "Senior Construction Lender" means Umpqua Bank, or such senior construction lender designated by the Developer and approved in advance by the City for the Project. "Senior Construction Loan" means the construction loan made by Senior Construction Lender to Borrower. "Senior Lender" means the Senior Construction Lender prior to the Conversion Date and, thereafter, the Senior Permanent Lender during the remainder of the Term of Agreement, or any other holder of the Senior Loan Note(s) or any refinancing of the Senior Loan Note(s). "Senior Loan" shall mean the senior loan being made by Senior Lender concurrent to the City Loan for payment of a portion of the acquisition and new construction costs, and shall include any subsequent loan that refinances the initial Senior Loan. "Senior Loan Deed of Trust" means the deed of trust securing the Senior Loan by encumbering the Property, as the same may be amended and restated from time to time. "Senior Loan Documents" means, collectively, the loan agreement governing the Senior Loan, the Senior Loan Note, the Senior Loan Deed of Trust, and any other agreement, document or instrument that the Senior Lender requires in connection with the Senior Loan, as the same may be amended and restated from time to time. "Senior Loan Note" means the promissory note evidencing the Senior Loan from Senior Lender, as the same may be amended and restated from time to time. "Senior Permanent Lender" means Citibank, N.A., a national banking association, or such senior permanent lender as may be designated by Developer and approved in advance by the City as the senior permanent lender for the Project. "Senior Permanent Loan" means the permanent loan made by Senior Permanent Lender to Borrower. "Tax Credit Investor" means R4 WHCA Acquisition LP, a Delaware limited partnership. "Tax Credit Rules" means [ ]. [See Section 6.13(a)] "Term of Agreement" the terms and conditions contained herein shall commence upon the date first written above and remain in effect for fifty-five (55) years from the issuance of the Certificate of Completion. 7 ouncil 39 — 180 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 "Very Low Income" means an adjusted income that does not exceed fifty percent (509%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. 1.2. Singular and Plural Terms. Any defined term used in the plural in this Agreement or any other City Loan Document shall refer to all members of the relevant class and any defined term used in the singular shall refer to any number of the members of the relevant class. 1.3. References and Other Terms. Any reference to this Agreement or any Loan Document shall include such document both as originally executed and as it may from time to time be modified. References herein to Articles, Sections and Exhibits shall be construed as references to this Agreement unless a different document is named. References to subparagraphs shall be construed as references to the same Section in which the reference appears. The term "document" is used in its broadest sense and encompasses agreements, certificates, opinions, consents, instruments and other written material of every kind. The terms "including" and "include" mean "including (include) without limitation." 1.4. Exhibits Incorporated. All attachments and exhibits to this Agreement, as now existing and as the same may from time to time be modified, are incorporated herein by this reference. Section 2. [RESERVED] Section 3. SCOPE OF WORK/ PROJECT BUDGET Developer shall comply with this Section until the Certificate of Completion is issued. A "Scope of Work" for the Property is attached hereto as Exhibit B. Any change to the Scope of Work requested by the Developer, which would result in a change to the Project Budget in excess of ten percent (10%) of any individual line item or in excess of five percent (5%) of the aggregate budget, shall be subject to the prior written approval of the Executive Director. A line -item budget for the Project, including a summary statement of sources and uses of funds, is incorporated into Exhibit C (the "Project Budget"). Any material change to the Project Budget in excess of ten percent (10%) of any individual line item or in excess of five percent (5%) of the aggregate budget shall be subject to the prior written approval of the Executive Director which approval will not be unreasonably withheld, conditioned or delayed and if not granted or denied within five (5) Business Days, shall be deemed approved; provided, however, that in all events, Developer shall at all times obtain and maintain all required permits and approvals from the City's Planning and Building Agency. Notwithstanding the foregoing, the City's approval of a change order shall not be required unless the approval of the Senior Lender is required with respect to such change order. Q ouncil 39 — 181 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 Section 4. [RESERVED] Section 5. LOANS 5.1. CITY LOAN: (a) Amount and Purpose. Subject to the terms and conditions of this Agreement, City agrees to make a loan of Inclusionary Housing Program funds to Developer in the principal amount of up to $1,514,113 (the "City/Inclusionary Housing Program Loan") for the acquisition and construction of the Property. (b) City/Inclusionary Housing Program Loan Note and Deed of Trust. The City/Inclusionary Housing Program Loan shall be evidenced by the City/Inclusionary Housing Program Loan Note in the form attached hereto as Exhibit E. The City/Inclusionary Housing Program Loan shall be secured by the City/Inclusionary Housing Program Loan Deed of Trust in the form attached hereto as Exhibit D. The City/Inclusionary Housing Program Loan Deed of Trust shall be a deed of trust encumbering the Property, subordinate to the Senior Loan(s) made to Developer and the Senior Loan Documents. (c) City/Inclusionary Housing Program Loan Terms. The terms and conditions of the City/Inclusionary Housing Program Loan are as set forth in the City/Inclusionary Housing Program Loan Note, which is a residual receipts note. Section 6. CONDITIONS TO DISBURSEMENT OF LOAN PROCEEDS Developer shall comply with this Section until the Certificate of Completion is issued. 6.1. Conditions Precedent. City's obligation to disburse the City/Inclusionary Housing Program Loan is subject to the satisfaction, or waiver by the Executive Director, of the following conditions precedent: (a) Loan Documents. Developer shall have delivered to the Escrow Holder, signed by the authorized officer or officers of Developer, with such signature(s) acknowledged where necessary, each of the following documents: (i) this Agreement; (ii) The City/Inclusionary Housing Program Loan Note; (iii) The City/Inclusionary Housing Program Loan Deed of Trust; (iv) The Affordability Restrictions on Transfer of Property; (v) The Project Budget; and 9 ouncil 39 — 182 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 (vi) All other documents and instruments reasonably required by the City to be executed and delivered, all in form and substance reasonably satisfactory to the City. (b) Title Insurance. City shall have received an LP-10 ALTA Lender's loan policy of title insurance (2006 edition), or evidence of a commitment therefore satisfactory to City, issued by First American Title Insurance Company and in form and substance satisfactory to City, together with all endorsements and binders required, naming City as the insured, in a policy amount of not less than the City/Inclusionary Housing Program Loan Amount, showing Developer as the fee owner of the Property and insuring the City/Inclusionary Housing Program Loan Deed of Trust to be a valid lien on the Property. This Agreement, the City/Inclusionary Housing Program Loan Note, and City/Inclusionary Housing Program Loan Deed of Trust shall be subordinate to the Senior Loan Note, Senior Loan Deed of Trust and the other Senior Loan Documents. (c) Intentionally Omitted. (d) Management Plan. The Developer shall have submitted and the City shall have approved a Management Plan ("Management Plan"). The Management Plan shall include a management contract with a manager approved in writing by the City for management of the Project and a plan for long-term marketing, operation, maintenance, repair and security of the Project, method of selection of tenants, and for rental policies in compliance with any applicable requirements, policies and procedures and with the Affordability Restrictions on Transfer of Property, along with any other policies or procedures required by the City. The Management Plan shall also include an initial budget for the Project. City hereby approves FPI Management, Inc. as the initial property manager. (e) Documents Recorded. This Agreement, the City/Inclusionary Housing Program Loan Deed of Trust and the Affordability Restrictions on Transfer of Property shall have been recorded in the Official Records of the County. This Agreement, and the City/Inclusionary Housing Program Loan Deed of Trust shall be subordinate to the Senior Loan Note, the Senior Loan Deed of Trust, and the other Senior Loan Documents. (f) Request for Notice. For the benefit of City, Escrow Holder shall have recorded a request for notice of default of the Senior Loan (the "Request for Notice of Default"). (g) Insurance. City shall have received evidence satisfactory to the City that all of the policies of insurance required by Section 19 of this Agreement are in full force and effect. (h) Representations and Warranties. The representations and warranties of Developer contained in this Agreement and the other Loan Documents shall be correct in all material respects as of the Close of Escrow as though made on and as of that date, and if requested by the Executive Director, City shall have received a certificate to that effect signed by Developer's Representative. (i) No Default. No Event of Default by Developer shall have 10 ouncil 39 — 183 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 occurred, and no event shall have occurred which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Developer under this Agreement, and if requested by the Executive Director, City shall have received a certificate to that effect signed by Developer's Representative. 6.2. Disbursement Procedures for Loan. The City/Inclusionary Housing Program Loan proceeds shall be disbursed through Escrow to finance the construction of the Property (as evidenced in Exhibit Q. The City/Inclusionary Housing Program Loan proceeds shall not be used for any purpose other than for acquisition costs of the Property and/or construction costs, including a developer fee and soft costs related to development of the Project (costs all subject to City's prior review). The City allows for eligible costs to be paid by Inclusionary Housing Program loan funds that were incurred not more than 24 months prior to the Inclusionary Housing Program funds commitment date of this loan agreement. Ninety percent (90%) of the City/Inclusionary Housing Program Loan proceeds will be disbursed by City to Developer after execution and recording of this Agreement, with ten percent (10%) held back by the City and not disbursed to Developer until after completion of construction on the Project and issuance of a Certificate of Completion. Four hundred thousand ($400,000) of the City/Inclusionary Housing Program Loan proceeds will be set -aside as a "City -Controlled Contingency Allowance." After initial disbursement of the City/Inclusionary Housing Program Loan proceeds through Escrow, the City shall approve disbursements from this City -Controlled Contingency Allowance to pay for construction costs, including developer fee and soft costs related to the development of the Project. Any funds remaining in the City -Controlled Contingency Allowance at the end of construction must be utilized for a surrounding community benefit at the City's sole discretion, within the guidelines for allowable uses pursuant to Santa Ana Ordinance No. NS- 3019. 6.3. First Disbursement. The City's obligation to make the first disbursement of the construction portion is subject to satisfaction of the following conditions precedent: (a) General Contractor. If the Executive Director has not yet approved the General Contractor, the Executive Director shall have approved the identity and qualifications of the General Contractor which approval will not be unreasonably withheld, conditioned or delayed. (b) Construction Contract. If the Executive Director has not yet approved the Construction Contract, the Executive Director shall have approved the Construction Contract which approval will not be unreasonably withheld, conditioned or delayed. (c) Relocation Plan. If the relocation of any existing tenants is contemplated by the parties, the Executive Director shall have approved a plan for the relocation of such tenants of the Property determined by the Executive Director to be L,l ouncil 39 — 184 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 eligible for relocation assistance which approval will not be unreasonably withheld, conditioned or delayed. 6.4. Termination for Failure of Condition. If (a) any of the conditions set forth herein are not timely satisfied within no more than ninety (90) days of the date of this Agreement or waived by the Executive Director, and (b) City is not in default under this Agreement, City may terminate this Agreement without any further liability on its part by giving written notice of termination to Developer. Upon the giving of such notice, all principal, interest and other amounts owing under the City/Inclusionary Housing Program Loan Note shall be immediately due and payable, regardless of any other specified due date. 6.5. [Reserved.] 6.6. [Reserved.] 6.7. Waiver of Conditions. The conditions set forth pertaining to City's obligation to make disbursements of the rehabilitation or construction portion are for City's benefit only and the Executive Director may waive all or any part of such rights by written notice to Developer. 6.8. Waiver of Disbursement Conditions. A waiver of a disbursement condition may only be provided with written approval by the City. 6.9. Modification of Disbursement Conditions and Procedures. The Executive Director shall have the authority to modify the disbursement conditions and procedures set forth herein in order to conform them to the payment provisions of the Construction Contract. 6.10. Other Terms and Conditions of Loan. (a) The City/Inclusionary Housing Program Loan Note shall become immediately due and payable, in the event of any of the following: (i) failure to complete the Project within four (4) years of the Close of Escrow; (ii) Restricted Units must achieve initial occupancy within 18 months of the issuance of the Certificate of Completion; (iii) violation of any of the use covenants and restrictions contained in this Agreement after the expiration of any applicable notice and cure periods; (iv) an Event of Default by Developer which is not timely cured after expiration of any applicable notice and cure periods pursuant to the terms of this Agreement. (b) Community Development Partners, a California corporation and developer of the Project, shall contribute $100,000 of its Developer Fee it has otherwise earned to a surrounding community benefit, within the guidelines for allowable uses pursuant to Santa Ana Ordinance No. NS-3019. The contribution must be issued no later L? City ouncil 39 — 185 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 than prior to issuance of the Certificate of Completion. Any additional contribution will be allocated from the remainder of the City -Controlled Contingency Allowance. 6.11. Closing Costs and Fees. Developer shall pay (a) all escrow fees and charges, (b) all recording fees and charges on any document recorded pursuant to this Agreement, and (c) the premium for the title insurance required hereunder. 6.12. Approval of Additional Financing. Except as to the Senior Loan, the loans secured by permitted encumbrances for the City Loan Deed of Trust and as otherwise described herein, the Developer shall not place or permit (either voluntarily or involuntarily) to be placed any encumbrances, including, but not limited to any additional liens or financing of any kind on the Project without the prior written discretionary consent of the City. 6.13. Cost Savings Obligation. (a) Subject to compliance with the Tax Credit Rules and the approval of the California Tax Credit Allocation Committee ("TCAC"), Developer hereby agrees to provide and pay to the City the payment described in this Section 6.13 in connection with Cost Savings, if any, from the Project in an amount to be determined based on the "Audit" (as defined in Section 6.13(b) below and in accordance with 6.13) to be conducted upon completion of construction for the Project. Payment of the City Share of Cost Savings (defined below) shall be made at the time set forth therefore in Section 6.13(d) below. Provided that the payment is timely and fully made in accordance with Section 6.13(d), the amount paid for the City Share of Cost Savings shall be credited against the amount then outstanding on the City/Inclusionary Housing Program Loan Note. (b) Audit to Determine Cost Savings and City Share of Cost Savings. The actual amount of "Cost Savings" (as defined below) to be paid to the City and retained by the Developer shall be determined after the Audit, as hereafter defined and described, and the amount of such Cost Savings shall be equal to the amount by which the total sources of permanent financing for the Project exceed the costs of development incurred for the Project including without limitation payment of the Developer Fee (resulting amount constituting "Cost Savings"). From the total amount of Cost Savings, the Developer shall retain fifty percent (50%) and pay to City fifty percent (50%) ("City Share of Cost Savings"). If any of the other soft lenders request a share of Cost Savings, the City shall split the City Share of the Cost Savings (50%) on a pro rata basis with the other soft lender(s) that are requesting a share of Cost Savings. The pro rata distribution shall be based on the initial principal balances of each respective soft loan of the soft lender(s) that are requesting a share of Cost Savings. If none of the other soft lenders request a share of the Cost Savings, the City shall receive the full 50% of the Cost Savings. Within one hundred and eighty (180) days following the issuance of Form 8609 by TCAC, Developer shall cause its certified public accountant(s) to perform a final audit of the costs of development of the Project in accordance with the requirements of the Tax Credits and generally accepted auditing standards (GAAP) ("Audit"). If the Audit determines that the total sources of permanent financing for the Project (including long-term permanent debt and equity) exceed the total development cost for the Project required in connection with City ouncil 39 — 186 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 the development of the Project, such excess shall be considered the "Cost Savings" for the Project. (c) Allocation of Cost Savings Amount. First to Pay the City Share of Cost Savings as Payment of Principal on City/Inclusionary Housing Program Loan Note. Once determined by the Audit pursuant to Section 6.13 above, the full amount of Cost Savings shall be allocated and remitted in the following order: (a) first, Developer shall retain fifty (50%) of Cost Savings, and (b) second, Developer shall pay to the City the City Share of Cost Savings which shall be utilized as principal payment due on the City/Inclusionary Housing Program Loan Note. (d) Timing of Allocation and Payment of Cost Savings. In the event of any Cost Savings, the payment of the City Share of Cost Savings shall become due and payable no later than sixty (60) days after Developer receives its final Tax Credit equity payment for the Project, and each of such payments shall be allocated and remitted in a lump sum, and as applicable credited toward the respective amount outstanding under the City/Inclusionary Housing Program Loan Note. 6.14. Standard Form Leases. On or before issuance of the Certificate of Completion, Developer shall submit to City for its written approval a standard form of residential lease to be used for leasing of the Project (the "Standard Lease"). The Standard Lease shall be in compliance with all applicable laws and Developer shall be obligated to revise said Standard Lease from time to time to comply with any changes in said applicable laws. 6.15. Leasing Program. Developer shall market and lease the Project consistent with the Marketing Plan approved by the City. 6.16. No Changes. Developer shall not materially modify the approved Standard Lease or materially deviate from the approved rental rate schedule for the Units without the City's prior written consent in each instance. 6.17. Landlord's Obligations. Developer shall timely and in good faith, perform all obligations required to be performed by it as landlord under any lease affecting any part of the Project or any space within the Project. If any tenant at any time claims any breach of landlord's obligations and the amount of such claim (in excess of available insurance coverage) is $10,000 or more, Developer shall promptly notify City of such claim. Section 7. AFFORDABILITY REQUIREMENTS, USE AND MAINTENANCE OF THE PROPERTY 7.1. Use Covenants and Restrictions. (a) The Project shall consist of eighty-five (85) units, including one (1) on -site manager's unit(s). Developer agrees and covenants, which covenants shall run with the land and bind Developer, its successors, its assigns and every successor in interest to the Property that Developer will make all rental units on the Property available to City ouncil 39 — 187 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 extremely -low- or very -low or low income households at rents affordable to such households for fifty-five (55) years from the issuance of the Certificate of Completion. The City permits the Developer to limit the eligibility and/or give preference to a particular segment of the population in accordance with applicable state and federal laws. (b) At initial lease up, households in the Restricted Units cannot earn more than the Extremely Low Income limits and the Low Income limits as published by HUD for the Orange County, California PMSA, adjusted for household size. Rental increases shall be in conformance with federal and state law. (c) The rents for the Restricted Units (as defined in the Affordability Restrictions on Transfer of Property) must not exceed the applicable rents for the 30% Income Level for the Extremely Low Income units and the 60% Income Level for the Low Income limits as published by the California Tax Credit Allocation Committee (TCAC). (d) Twenty-six (26) Extremely Low Income Units, consisting of twenty-three (23) one -bedroom units and three (3) two -bedroom units, shall be designated as permanent supportive housing units for persons experiencing chronic homelessness (PSH Units). (e) Maximum Occupancy will be two (2) people per room plus one (1). Example for a two -bedroom unit, five (5) people would be maximum occupancy. (f) Developer must have a written lease between tenant and owner for a period of at least one year, unless a shorter period is mutually agreed upon. Leases must be consistent with Section 6.14. 7.2. Affordability Levels/Unit Mix: The affordability levels/unit mix for the Restricted Units in the Project is as follows: Unit Size 30% TCAC AMI 60% TCAC AMI Total No. Units Current Rent No. Units Current Rent 1 Bedroom 23 $756 23 2 Bedroom 3 $908 3 3 Bedroom 21 $1,049 13 $2,098 34 4 Bedroom 16 $1,170 8 $2,341 24 Total 63 21 84 The remaining unit will be a 2-bedroom unit reserved for the on -site manager. (1) Annually with the financial statements, the Developer shall provide an annual report of rents and occupancy of all Restricted Units to verify compliance with affordability requirements. 15 ouncil 39 — 188 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 The affordable rents charged at the Project must comply with the most stringent of the standards set forth by TCAC as defined in Affordability Restrictions on Transfer of Property and the requirements of Section 6(b) of the CSCDA Regulatory Agreement.. A utility allowance must be deducted from the maximum affordable rent charged at the Project for each unit. Initial rents may be recalculated to allowable rental amounts at the time of initial lease -up following completion of construction in accordance with any changes in allowable rent and income tables as published by HUD and TCAC. 7.3. Rent Increases. On an annual basis, the City shall provide Developer with the maximum allowable schedule of rents for the Property in accordance with changes in allowable rent and income tables published by HUD and TCAC. In no event can Developer charge any tenant more than such amount. All rent increases are subject to City approval pursuant to the terms of this Section. No later than sixty (60) days prior to the proposed implementation of any rent increase, Developer shall submit to the City a schedule of any proposed increase in the rent. The City will disapprove a rent increase if it does not comply with the restrictions set forth in Section 7.1 and 7.2 above. Subject to the applicable requirements and provisions of, and changes to, Section 42 of the Code, if, upon recertification of the income of any tenant, the Developer determines that such tenant has an adjusted income exceeding 30% of the applicable Median Income for the Area or 60% of the applicable Median Income for the Area, as applicable, in each case, adjusted for household size, such tenant may be permitted to continue to occupy the unit at the rental rate as provided for in Sections 7.1 and 7.2 above, as applicable, until the tenant chooses to vacate the unit. After the unit is vacated, the Developer shall re -rent the unit to a tenant pursuant to the terms, covenants and conditions of this Agreement. 7.4. Prohibited Fees. The Developer and subsequent owner is prohibited from charging fees that are not customary. The Developer and subsequent owner can charge reasonable application fees to prospective tenants; other fees only to the extent that they are reasonable and customary for the project area; and fees for services provided to tenants, provided that these services are not mandatory. 7.5. Operation and Maintenance of the Property. Solely at Developer's expense, Developer agrees to maintain the Property in a clean and orderly condition and in good condition and repair and keep the Property free from any accumulation of debris and waste materials. If at any time Developer fails to maintain, or cause to be maintained, the Property as required by this section, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from the City, unless such condition cannot reasonably be cured within thirty (30) days, in which case Developer shall have such additional time as reasonably necessary to complete such cure, the City may perform the necessary maintenance and Developer shall pay all reasonable costs incurred for such maintenance. The City shall inspect the Property 16 City ouncil 39 — 189 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 annually after the date of issuance of the Certificate of Completion as described in Article 17 of this Agreement. During the Affordability Period, the Property must meet all applicable State and local codes. The Property must be free of all health and safety defects during the Affordability Period. (a) Operation. During the Term of Agreement, Developer shall at all times operate on the Project an affordable housing rental facility in compliance with this Agreement and the Affordability Restrictions on Transfer of Property. (b) Maintenance. During the Term of Agreement, Developer agrees to maintain all interior and exterior improvements, including landscaping (and all abutting ground, sidewalks, roads, parking and landscape areas) on the Project in good condition, repair and sanitary condition (and, as to landscaping, in a healthy condition) and in accordance with any Management Plan approved by the City under this Loan Agreement (such approval not to be unreasonably withheld or delayed) (including without limitation any landscape and signage plans), as the same may be amended from time to time, and all other applicable laws, rules, ordinances, orders, and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having jurisdiction and all their respective departments, bureaus, and officials. Developer acknowledges the great emphasis the City places on quality maintenance to protect its investment and to provide quality affordable housing for its constituents and to ensure that all City -subsidized affordable housing projects within the City are not allowed to deteriorate due to deficient maintenance. In addition, Developer shall keep the Project free from all graffiti and any accumulation of debris or waste material. Developer shall promptly make all repairs and replacements necessary to keep the Project in good condition and repair and shall promptly eliminate all graffiti and replace dead and diseased plants and landscaping with comparable approved materials. Developer shall not commit or permit any waste or deterioration of the Project, shall not abandon any portion of the Project, and shall not otherwise act, or fail to act, in such a way as to unreasonably increase the risk of damage to the Project. In the event that Developer breaches any of the covenants contained in this Section 7.5 and such default continues for a period of five (5) days after written notice from the City (with respect to graffiti, debris, waste material, and general maintenance) or thirty (30) days after written notice from the City (with respect to landscaping and building improvements), then City, in addition to whatever other remedies it may have under this Agreement, the other Loan Documents or at law or in equity, shall have the right to enter upon the Project and perform or cause to be performed all such acts and work necessary to cure the default. Pursuant to such right of entry, the City shall be permitted (but not required) to enter upon the Project and perform all acts and work necessary to protect, maintain and preserve the improvements and landscaped areas on the Project, in the amount of the expenditure arising from such acts and work of protection, maintenance, and preservation by City and/or reasonable costs of such cure, including a fifteen percent (15%) administrative charge, which amount shall be promptly paid by Developer to City upon demand. (c) Removal of Personal Property. During the Term of Agreement, Developer shall not cause or permit the removal from the Project of any items of 17 ouncil 39 — 190 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 Developer's personal property (other than tools and equipment used in the operation of the Project) unless (i) no Event of Default remains uncured and (ii) Developer promptly substitutes and installs on the Project other items of equal or greater value in the operation of the Project, all of which shall be free of liens and shall be subject to the liens of the Deed of Trust and the Financing Statement and executes and delivers to City all documents required by City in connection with the attachment of such liens to such items. Developer shall keep detailed records of such removal and shall make such records available to City upon written request from time to time. 7.6. Obligation to Refrain from Discrimination. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, mental or physical disability, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall Developer itself or any person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The foregoing covenants shall run with the land and shall remain in effect for the term of the Agreement. 7.7. Loss of Project -Based Voucher Subsidy. It is anticipated that during the Term of Agreement the Project will maintain not less than 26 Project -Based Voucher ("PBV") Restricted Units ("PBV Restricted Units"), supported by Project -Based Section 8 rental subsidy payments (the "Rental Subsidy"). If, during the Term of Agreement, there is a reduction, termination or nonrenewal of the Rental Subsidy through no fault of Developer, such that the Rental Subsidy shown on the Project Budget is no longer available (or available in a lesser amount), Developer may request approval of the City (a) to remove the PSH designation for one or more of the twenty-six (26) PSH Units, (b) to allow households with adjusted incomes that do not exceed sixty percent (60%) of AMI, adjusted for actual household size, to occupy the extremely -low income units (i.e., a unit previously restricted to households with adjusted incomes that do not exceed 30% of AMI), and (c) to increase the rent on one or more of the PBV Restricted Units, to rents that are affordable to households with an adjusted income that does not exceed sixty percent (60%) of AMI, adjusted for household size appropriate for the PBV Restricted Unit. Any requested removal of the PSH Unit designation and/or any requested rent increase is subject to the following requirements: (a) concurrently with the request, Developer shall provide the City with evidence of the anticipated reduction, termination, or nonrenewal of the Rental Subsidy, (b) a Management Plan (as defined in Section 6.1(d) of this Agreement) for the Project for the City's approval pursuant to Sections 6.1(d) and Exhibit G of this Agreement, showing the impact of the loss or reduction of the Rental Subsidy, (c) a proposed operating budget reflecting the rent increases (the "Operating Budget"), and (d) a description of efforts to obtain alternate sources of rent. The number of PBV Restricted Units subject to the rent increase and the amount of the proposed increase may not be greater than the number or amount required to ensure that the Project generates sufficient income to cover its operating costs, required deposits to replacement reserves, Citynouncil 39 — 191 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 and debt service on approved financing as shown on the Operating Budget, and as is necessary to maintain the financial stability of the Project. In addition, upon a reduction, termination or nonrenewal of the Rental Subsidy as described above, Developer hereby agrees to the following: (a) Developer shall use good faith commercially reasonable efforts to obtain alternative sources of rental subsidies and shall provide the City with annual progress reports on efforts to obtain alternative sources of rental subsidies that would allow the rents to be reduced. Upon receipt of any alternative rental subsidies, Developer shall reduce the rents back to the original restrictions to the extent that the alternative rental subsidies provide sufficient income to cover the operating costs, required replacement reserves and debt service of the Project as shown on the Operating Budget. (b) Developer shall provide tenants in the PBV Restricted Units with notice of any rent increase pursuant to this Section 7.7, and shall notify the tenant that if they have received a tenant -based voucher from the Housing Authority of the City of Santa Ana they may use the tenant -based voucher for their Restricted Unit. (c) All rent increases for the PBV Restricted Units are subject to City approval pursuant to the terms of this Section 7.7. No later than sixty (60) days prior to the proposed implementation of any rent increase, Developer shall submit to the City a schedule of any proposed increase in the rent. The City will disapprove a rent increase if it does not comply with the restrictions set forth in this Section 7.7. Notwithstanding the foregoing, rent increases for the PBV Restricted Units shall be subject to review and approval of the City. Developer shall give tenants of all PBV Restricted Units written notice at least sixty (60) days prior to any rent increase. 7.8. Reserved. Section 8. RESERVED. Section 9. GENERAL PROVISIONS AND WARRANTIES 9.1. As a material inducement to City to enter into this Agreement, Developer represents and warrants as follows, which representations and warranties are made solely by Developer and not by or on behalf of any partner of Developer: Formation, Qualification and Compliance. Westview Mercy House CHDO LLC, the managing general partner of Developer: (a) is a limited liability company, validly existing and in good standing under the laws of the State of California; (b) has all requisite authority to conduct its business and own and lease its properties; and, (c) is qualified and in good standing in every jurisdiction in which the nature of its business makes qualification necessary or where failure to qualify could have a material adverse effect on its financial condition or the performance of its obligations under the Loan Documents. Developer is in compliance with all laws applicable to its business and has obtained all approvals, licenses, exemptions and other LQ Citynouncil 39 — 192 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 authorizations from, and has accomplished all filings, registrations and qualifications with, any Governmental Authority that are necessary for the transaction of its business. 9.2. Execution and Performance of Loan Documents. (a) Developer has all requisite authority to execute and perform its obligations under the Loan Documents. (b) The execution and delivery of Developer of, and the performance by Developer of its obligations under, each Loan Document has been authorized by all necessary action and does not and will not: (i) require any consent or approval not heretofore obtained of any person having any interest in Developer; (ii) violate any provision of, or require any consent or approval not heretofore obtained under, any articles of incorporation, by-laws or other governing document applicable to Developer; (iii) result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under the City Loan Documents) on or with respect to any property now or hereafter owned or leased by Developer; (iv) violate any provision of any law presently in effect; or (v) constitute a breach or default under, or permit the acceleration of obligations owed under, any contract, loan agreement, lease or other agreement or document to which Developer is a party or by which Developer or any of its property is bound. (c) Developer is not in default, in any respect that is materially adverse to the interests of City under the Loan Documents or that would have any material adverse effect on the financial condition of Developer or the conduct of its business, under any law, contract, lease or other agreement or document described in subsection (b). (d) No approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Authority is required which has not been previously obtained in connection with: (i) the execution of Developer of, and the performance by Developer of its obligations under, the Loan Documents; and (ii) the creation of the liens described in the Loan Documents. 9.3. Financial and Other Information. To the best of Developer's knowledge, all financial information furnished to City with respect to Developer in connection with the City/Inclusionary Housing Program Loan (a) is complete and correct in all material respects as of the date of preparation thereof, (b) accurately presents the financial condition City ouncil 39 — 193 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 of Developer, and (c) has been prepared in accordance with generally accepted accounting principles consistently applied or in accordance with such other principles or methods as are reasonably acceptable to City. To the best of Developer's knowledge, all other documents and information furnished to City with respect to Developer, in connection with the City/Inclusionary Housing Program Loan, are correct and complete in all material respects insofar as completeness is necessary to give the City accurate knowledge of the subject matter. To the best of Developer's knowledge Developer has no material liability or contingent liability not disclosed to City in writing and there is no material lien, claim, charge or other right of others of any kinds (including liens or retained security titles of conditional vendors) on any property of Developer not disclosed in such financial statements or otherwise disclosed to City in writing. 9.4. No Material Adverse Change. There has been no material adverse change in the condition, financial or otherwise, of Developer since the dates of the latest financial statements furnished to City. Since those dates, Developer has not entered into any material transaction not disclosed in such financial statements or otherwise disclosed to City in writing. 9.5. Tax Liability. Developer has filed all required federal, state and local tax returns and has paid all taxes (including interest and penalties, but subject to lawful extensions disclosed to City in writing) other than taxes being promptly and actively contested in good faith and by appropriate proceedings. Developer is maintaining adequate reserves for tax liabilities (including contested liabilities) in accordance with generally accepted accounting principles or in accordance with such other principles or methods as are reasonably acceptable to City. 9.6. Governmental Requirements. To the best of Developer's knowledge, Developer is in compliance with all laws relating to the Property and all Governmental Authority approvals, including zoning, land use, planning requirements, and requirements arising from or relating to the adoption or amendment of, any applicable general plan, subdivision and parcel map requirement; environmental requirements, including the requirements of the California Environmental Quality Act and the National Environmental Policy Act and the preparation and approval of all required environmental impact statements and reports; use, occupancy and building permit requirements; and public utilities requirements. 9.7. Rights of Others. Developer is in compliance with all covenants, conditions, restrictions, easements, rights of way and other rights of third parties relating to the Property. 9.8. Litigation. There are no material actions or proceedings pending or, to the best of the Developer's knowledge, threatened against or affecting Developer or any property of Developer before any Governmental Authority, except as disclosed to City in writing prior to the execution of this Agreement. 9.9. Bankruptcy. To the best of Developer's knowledge, no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Developer, nor are City ouncil 39 — 194 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 any of such proceedings contemplated by Developer. 9.10. Information Accurate. To the best of Developer's knowledge, all information, regardless of its form, conveyed by Developer to City, by whatever means, is accurate, correct and sufficiently complete to give City true and accurate knowledge of its subject matter, and does not contain any material misrepresentation or omission. 9.11. Conflicts of Interest. No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his/her personal interests or the interests of any corporation, partnership or association in which he/she has a direct or indirect financial interest. The Developer warrants that it neither has paid nor given, nor will pay or give, any third party any money or other consideration for obtaining this Agreement. 9.12. Nonliability of City Officials and Employees. No member, official or employee of the City shall be personally liable to the Developer in the event of any default or breach by the City or for any amount that may become due to Developer or on any obligations under the terms of this Agreement. 9.13. Transfers. Developer expressly acknowledges and agrees that the City has only agreed to assist the Developer as a means by which to induce the acquisition/construction/development of the Property. During the Term of Agreement, except for a Permitted Transfer or except as otherwise permitted under the Loan Documents, Developer shall not sell or otherwise transfer the Project or any portion thereof, and none of the constituent general partners of Developer shall sell or otherwise transfer their interests in Developer, and none of the constituent general partners in a partnership that is a general partner in Developer shall sell or otherwise transfer their interest in such partnership without first obtaining the approval of the City, which consent the City may withhold or grant in the exercise of its reasonable and good faith discretion. The City shall not approve any such transfer request if the Developer is in default under any of the Loan Documents or the Management Plan. For purposes hereof, "Permitted Transfer" shall mean: (a) The granting of easements or licenses to any appropriate governmental agency or utility or permits to facilitate the development and/or operation of the Property; (b) A sale or transfer in connection with a foreclosure or deed in lieu of foreclosure of any senior deed of trust so long as the City is given notice as provided in Section 21.2 in order to exercise its remedies under Section 20.2; (c) The lease of any individual residential unit in the Project; (d) (i) A transfer of the Developer's interest in the Property by foreclosure or deed in lieu of foreclosure to any bona fide third -party lender holding a lien encumbering the Property (or its nominee); and, (ii) following a foreclosure or a transfer of the Property by deed in lieu thereof, the first subsequent transfer to a third -party; Citynouncil 39 — 195 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 (e) A transfer of limited partnership interests in Developer; and (f) The removal of the general partner of Developer as permitted under Developer's Partnership Agreement. 9.14. Applicable Law. This Agreement shall be interpreted, governed and enforced under federal and State of California laws. 9.15. Third Parties. This Agreement is made for the sole benefit of Developer and the City and their successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of the City hereunder or arising from any default by Developer, nor shall the City owe any duty whatsoever to any claimant for labor performed or materials furnished in connection with the construction of the Property. 9.16. Control of Property. The parties acknowledge that the City has not at any time participated in any manner in the management or operation of the Property, and will not so participate at any time hereafter. Section 10. CONDITIONS FOR CONSTRUCTION Developer shall comply with this Section until the Certificate of Completion is issued. 10.1. Permits and Approvals. Developer shall diligently obtain all permits, including all building permits, licenses, approvals, exemptions and other authorizations of Governmental Agencies required in connection with the construction of the Property. 10.2. Commencement and Completion of Construction. The construction shall be considered complete for purposes of this Agreement only when: (a) all work described has been completed and fully paid for; and, (b) all work requiring inspection or certification by Governmental Authority has been completed and all requisite certificates, approvals and other necessary authorizations for use of the Property as an affordable rental housing development (including required final certificates of occupancy) have been obtained. 10.3. RESERVED. 10.4. Entry and Inspection. At all times prior to completion of the construction, upon reasonable notice, City and their agents shall have: (a) the right of free access to the Property and all sites away from the Property where materials for the construction are stored; (b) the right to inspect all labor performed and materials furnished for the construction; and, (c) the right to inspect and copy all documents pertaining to the construction. 10.5. RESERVED. 10.6. Construction Information. From time to time during the course of the 22 ouncil 39 — 196 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 construction, within ten (10) Business Days following City's written demand therefore, Developer shall furnish requested reports of project costs, progress schedules and contractors' costs breakdowns for the construction, itemized as to trade description and item, showing the name of the contractor(s) and/or subcontractor(s), and including such indirect costs as real estate taxes, legal and accounting fees, insurance, architects' and engineers' fees, loan fees, interest during construction and contractors' overhead. 10.7. Protection Against Liens. Developer shall diligently file a valid Notice of Completion upon completion of the construction, diligently file a notice of cessation in the event of a cessation of labor on the construction for a period of thirty (30) days or more, and take all actions reasonably required to prevent the assertion of claims of lien against the Property. In the event that any claim of lien is asserted against the property or any stop notice or claim is asserted against the City by any person furnishing labor or materials to the Property, Developer shall immediately give written notice of the same to City and shall, promptly and in any event within ten (10) Business Days after written demand therefor, (a) pay and discharge the same, (b) effect the release thereof by delivering to City a surety bond complying with the requirement of applicable laws for such release, or (c) take such other action as City may reasonably require to release City from any obligation or liability with respect to such stop notice or claim. Nothing in this Section 10.7 shall limit or prohibit Developer's right to contest any claim of lien, stop notice or claim described herein in good faith. 10.8. General Contractors who are Related Parties to the Developer. If the Project is developed with general contractors who are Related Parties to the Developer, the Developer must be audited to the subcontractor level by an outside auditing firm approved by the City. The Developer shall pay for the audit to the subcontractor level by an outside auditing firm. Section 11. ADDITIONAL COVENANTS 11.1. The Developer shall carry out the design, construction and operation of the Project, and operate the Program, in conformity with all applicable laws, regulations, and rules of governmental agencies having jurisdiction. 11.1.5 Reserved. 11.2. Qualification as Affordable Housing. As more particularly provided in the Affordability Restrictions on Transfer of Property, Developer shall use, manage and operate the Property in accordance with the requirements of Section 42 of the Code and Section 142(d) of the Code so as to qualify the housing on the Property as Affordable Housing with affordable rents. 11.3. Tenant and Participant Protection. Any lease of any of the Restricted Units must be for not less than one year, unless by mutual agreement between the tenant and the Developer. Should the tenant and Developer agree to a term of less than one year, said agreement shall be expressed in written form, signed by the tenant, and maintained in the tenant's rental file held by the Developer. The lease may not contain any of the following provisions (in which references to "Developer" shall mean the Developer, its City ouncil 39 — 197 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 successors or assigns): (a) Agreement by the tenant to be sued, to admit guilt, or to a judgment in favor of the Developer in a lawsuit brought in connection with the lease; (b) Agreement by the tenant that the Developer may take, hold, or sell personal property of household members without notice to the tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the Restricted Unit after the tenant has moved out of the Restricted Unit. The Developer may dispose of this personal property in accordance with state law; (c) Agreement by the tenant not to hold the Developer or the Developer's agent legally responsible for any action or failure to act, whether intentional or negligent; (d) Agreement of the tenant that the Developer may institute a lawsuit without notice to the tenant; (e) Agreement by the tenant that the Developer may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties; (f) Agreement by the tenant to waive any right to a trial by jury; (g) Agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and, (h) Agreement by the tenant to pay attorney's fees or other legal costs even if the tenant wins in a court proceeding by the Developer against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. 11.4. Local Preference. Subject to compliance with applicable California and federal fair housing laws, and the requirements of Section 142(d) and Section 42 of the Internal Revenue Code ("Code"), local preference for Santa Ana residents and workers in tenant selection shall be a requirement of the Project. Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by Section 142(d) of the Code, Section 42 of the Code, HUD or the State of California, as well as the City of Santa Ana Affordable Housing Funds Policies and Procedures, the Developer shall give preference in leasing units in the following order of priority: (a) First priority shall be given to persons who have been permanently displaced or face permanent displacement from housing in Santa Ana as a result of any of the following: (i) A redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et Citynouncil 39 — 198 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 seq.) -- applicable only to projects funded by the Low and Moderate Income Housing Asset Fund; property owner; or (ii) Ellis Act, owner -occupancy, or removal permit eviction; (iii) Earthquake, fire, flood, or other natural disaster; (iv) Cancellation of a Housing Choice Voucher HAP Contract by (v) Governmental Action, such as Code Enforcement. (b) Second priority shall be given to persons who are either: (i) Residents of Santa Ana; and/or (ii) Working in Santa Ana at least 32 hours per week for at least the last 6 months. 11.5. Handicapped Accessibility. Developer shall comply with: (a) Section 504 of the Rehabilitation Act of 1973; and, (b) the Americans with Disabilities Act of 1990, and implementing regulations at 28 CFR 35-36, in order to provide handicapped accessibility to the extent readily achievable. 11.6. Use of Debarred. Suspended, or Ineligible Participants. Developer shall comply with the provisions of 24 CFR 24 relating to the employment, engagement of services, awarding of contracts, or funding of any contractor or subcontractor during any period of debarment, suspension, or placement in ineligibility status. 11.7. Maintenance of Drug -Free Workplace. Developer shall certify that Developer will provide a drug -free workplace in accordance with 24 CFR 84.13. 11.8. Lead -Based Paint. Developer shall comply with the requirements of the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846) and implementing regulations at 24 CFR 35, as applicable. 11.9. Affirmative Marketing. Developer shall implement and perform such affirmative marketing procedures and requirements for the Property in compliance with the City's adopted Program. 11.10. Equal Opportunity and Fair Housing. Developer shall carry out the construction and perform its obligations under this Agreement in compliance with all of the state and federal laws and regulations regarding equal opportunity and fair housing. Developer must also follow the requirements of California Health and Safety Code Section 33435. 11.11. Property Standards. Developer shall cause the Property to meet all applicable local, state and federal codes and ordinances, including zoning ordinances. 26 Citynouncil 39 — 199 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 Developer shall also cause the Property to meet the current edition of the Model Energy Code published by the Council of American Building Officials. 11.12. Displacement and Relocation. Developer acknowledges and agrees that, pursuant to (i) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 ("URA"), 42 U.S.C. 4601-4655, and the implementing regulations thereto set forth in 49 CFR Part 24, and (ii) the California Relocation Assistance Act, Government Code Section 7260, et seq. and the implementing regulations thereto set forth in Title 25, Section 6000, et seq. of the California Code of Regulations and consistent with the other goals and objectives of this part, City must ensure that it has taken all reasonable steps to minimize the displacement of persons as a result of the Project. Furthermore, to the extent feasible, any existing residential tenants must be provided a reasonable opportunity to lease and occupy a suitable, decent, safe, sanitary and affordable dwelling unit on the Property upon completion of the construction. Developer agrees to cooperate fully and completely with City in meeting the requirements of the California Relocation Assistance Act and shall take all actions and measures reasonably required by the Executive Director in connection therewith. All applicable state and federal guidelines must also be followed. (a) Developer acknowledges and agrees that if the Project requires temporary or permanent relocation of existing residential or commercial tenants it will hire a Relocation Consultant to provide relocation services, pursuant to the Uniform Relocation Act and Real Property Acquisition Policies Act of 1970 ("URA") and 24 CFR 92.253. (b) If a Relocation Consultant is required to be retained pursuant to Section 11.12(a), the City, Developer, and Relocation Consultant will meet periodically during the relocation to provide updates and review tenant files, including at Project approval and prior to final benefit calculations. The Developer and Relocation Consultant shall carry out activity in compliance with URA and the City's Acquisition and Relocation Policy and Procedures Manual ("Manual"). (c) If a Relocation Consultant is required to be retained pursuant to Section 11.12(a), the Developer and Relocation Consultant shall maintain accurate records and files pertaining to the temporary and permanent relocation of tenants, in accordance with URA and the City's Manual. (d) If a Relocation Consultant is required to be retained pursuant to Section 11.12(a), the Developer and Relocation Consultant shall provide all relocation and tenant files to the City once relocation is complete at the Project. (e) Developer Responsible for Administration of Relocation. Developer acknowledges that former tenants and occupants of the Property may be eligible for advisory assistance, monetary payments, and other benefits under the Relocation Laws. Developer shall be fully responsible for administering determinations of eligibility, the extent of advisory assistance, and the scope and amount of benefits and monetary payments pursuant to the applicable Relocation Laws, subject to the right, but not obligation, to oversee Relocation by the City. Developer shall cause to be provided and shall pay Relocation assistance and benefits, if any, in accordance with and to the extent required by applicable Relocation Laws to each eligible tenant/occupant that is required to vacate the City ouncil 39 - 200 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 Property as a result of implementation of the Project. The City's rights are limited to determining compliance with Relocation Laws. Developer is and shall remain solely responsible to pay all out-of-pocket costs for direct payments, if any, to eligible person(s), household(s) and business(es) for Relocation assistance and benefits due and paid and for any other costs incurred related to Relocation, including a Relocation consultant, and any and all costs or fees incurred therefor. (f) Indemnification by Developer Relating to Relocation. Developer hereby covenants and agrees to indemnify, save, protect, hold harmless, pay for, and defend the Indemnitees from and against any and all liabilities, suits, actions, claims, demands, penalties, damages (including without limitation penalties, fines, and monetary sanctions), losses, costs, or expenses, including without limitation consultants' and attorneys' fees, or relocation benefits claimed or payable under the Relocation Laws (for purposes of this Section 11.12, the foregoing shall be referred to as "Liabilities") which may now or in the future be incurred or suffered by Indemnitees by reason of, or resulting, in full or in part, or in any respect whatsoever from the Relocation of residents of the current site pursuant to or resulting from the implementation of this Agreement, except to the extent arising out of the gross negligence or willful misconduct of any of the Indemnitees or a breach by the City of any representation, warranty or covenant contained in this Agreement. At the request of Developer, the City shall cooperate with and assist Developer in its defense of any such claim, action, suit, proceeding, loss, cost, damage, City liability, deficiency, fine, penalty, punitive damage, or expense; provided that City shall not be obligated to incur any expense in connection with such cooperation or assistance. (g) Release. Developer, on behalf of itself and its affiliates, and any and all successors and assigns hereby fully and finally releases the Indemnitees from any and all manner of actions, causes of action, suits, obligations, liabilities, judgments, executions, debts, claims and demands of every kind and nature whatsoever, known and unknown, which Developer and any of its affiliates, successors or assigns may now have or hereafter obtain against the Indemnitees by reason of, arising out of, relating to, or resulting from in full or in part, the election of Developer to proceed with the Project pursuant to this Agreement except to the extent arising out of the gross negligence or willful misconduct of any of the Indemnitees or a breach by the City of any representation, warranty or covenant contained in this Agreement (collectively, "Claims"), which release shall include but not be limited to any Claims for Relocation assistance or benefits under federal, state, local, or any other applicable laws or Governmental Requirements, except to the extent arising out of the gross negligence or willful misconduct of any of the Indemnitees or a breach by the City of any representation, warranty or covenant contained in this Agreement. The parties agree that, with respect to the release of Claims as set forth above, all rights under Section 1542 of the California Civil Code and any similar law of any state or territory of the United States are expressly waived. Section 1542 reads 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." ?R ouncil 39 — 201 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 11.13. Intentionally Omitted. 11.14. Request for Disbursements of Funds. Notwithstanding anything contained in this Agreement to the contrary, Developer may not request disbursements of funds under this Agreement until the funds are needed for payment of eligible costs (such funds shall be used solely towards the acquisition and construction of the Property). The amount of each request shall be limited to the amount needed. 11.15. Eligible Costs. Developer shall use Inclusionary Housing Program Funds to pay eligible costs pursuant to the Santa Ana Ordinance No. NS-3019.. 11.16. Records and Reports. Developer shall maintain and from time to time submit to City such records, reports and information as the Executive Director may reasonably require in order to permit City to meet the record keeping and reporting requirements required of it. 11.17. Reserved. 11.18. Conflict of Interest. Developer shall comply with and be bound by the conflict of interest provisions set forth in all applicable state regulations pertaining to conflict of interest. 11.19. Monitoring. Developer shall allow the City to conduct periodic inspections of the Restricted units on the Property as required by the Inclusionary Housing Program after the date of construction completion, with reasonable advance written notice. Developer shall cure any defects or deficiencies found by the City while conducting such inspections within two weeks of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. Not less than once per year, the City shall review Developer's activities and operations under the Agreement and Developer's compliance with the requirements set forth in this Agreement. Such review may include an on -site inspection of the Project units (including unit interiors). If such an on -site inspection of the Project units is to be undertaken, the City shall coordinate such inspection with Developer. 11.20. Recertification of Tenant Income. (a) Developer shall take all necessary steps to review the income of all tenants prior to renting to them, as well as reviewing current tenants on an annual basis, in accordance with TCAC regulations and guidelines. Every fifth (5) year, Developer shall require new original income documents to be submitted by tenants. . (b) Intentionally Omitted. 11.21. Intentionally Omitted. 11.22. Controlling Covenants. If there is a discrepancy between State of California and Federal law with regard to any of the aforementioned covenants, the more 2Q Citynouncil 39 — 202 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 stringent shall apply. 11.23. Intentionally Omitted. Section 12. MAINTENANCE, MANAGEMENT, OPERATION, PRESERVATION AND REPAIR OF PROPERTY 12.1. Maintenance. Developer shall maintain the Property (and all abutting grounds, sidewalks, roads, parking and landscape areas which Developer is otherwise required to maintain) in good condition and repair; shall operate the Property in a businesslike manner; shall prudently preserve and protect its own as well as the City's interests in connection with the Property; shall not commit or permit any waste or deterioration of the Property (except for normal wear and tear); shall not abandon any portion of the Property or leave the Property unguarded or unprotected; and shall not otherwise act, or fail to act, in such a way as to unreasonably increase the risk of any damage to the Property or of any other impairment of City's interests under the Loan Documents. Without limiting the generality of the foregoing, and except as otherwise agreed by City in writing from time to time, Developer shall promptly and faithfully perform and observe each of the following provisions: 12.2. Alterations and Repair. Developer shall not remove, demolish or materially alter any Improvement without City's prior consent, except to make non- structural repairs that preserve or increase the Property's value, and shall promptly restore, in a good and professional manner, any Improvement (or other aspect or portion of the Property) that is damaged or destroyed from any cause. 12.3. Compliance. Developer shall comply with all laws and requirements of Governmental Authority (including, without limitation, all requirements relating to the obtaining of Governmental Authority approvals), all Governmental Authority approvals and all rights of third parties, relating to Developer, the Property or Developer's business thereon. 12.4. Taxes and Impositions. Developer shall pay, prior to delinquency, all of the following (collectively, the "Impositions"): (a) all general and special real property taxes and assessments imposed on the Property; (b) all other taxes and assessments and charges of every kind that are assessed upon the Property (or upon the owner and/or operator of the Property) and that create or may create a lien upon the Property (or upon any personal property or fixtures used in connection with the Property), including, without limitation, non -governmental levies and assessments pursuant to applicable covenants, conditions or restrictions; and (c) all license fees, taxes and assessments imposed on City (other than City's income or franchise taxes) which are measured by or based upon (in whole or in part) the amount of the obligations secured by the Property. If permitted by law, Developer may pay any Imposition in installments (together with any accrued interest). 12.5. Right to Contest. Developer shall not be required to pay any Imposition so long as: (a) its validity is being actively contested in good faith and by appropriate proceedings; (b) Developer has demonstrated to City's reasonable satisfaction that leaving City ouncil 39 — 203 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 such Imposition unpaid pending the outcome of such proceedings could not result in conveyance of the Property in satisfaction of such Imposition or otherwise impair City's interests under the Loan Documents; and, (c) Developer has furnished City with a bond or other security satisfactory in an amount not less than 100% of the applicable claim (including interest and penalties). 12.6. Evidence of Payment. Upon demand by City from time to time, Developer shall deliver to City, within thirty (30) days following the due date of any Imposition, evidence of payment reasonably satisfactory to City. 12.7. Books, Records and Annual Statement. Developer shall maintain complete books of account and other records reflecting the construction and operation of the Project in accordance with generally accepted accounting principles applied on a consistent basis. During the Term of Agreement, the amount of the Residual Receipts shall be determined on the basis of an annual audited financial statement ("Annual Statement"), for the preceding year, beginning with the first year of operation of all or any part of the Project, prepared at the Developer's expense by an independent certified public account firm acceptable to the City. Such Annual Statement shall be prepared based on the guidelines, and taking into account the information, set forth on Exhibit C, attached hereto and incorporated herein. During the Term of Agreement, the Developer shall submit the Annual Statement and any payment to the City not later than one hundred twenty (120) days after closing of the Developer's previous year's books. The first Annual Statement submitted by the Developer for the City/Inclusionary Housing Program Loan shall include the period from the Completion of Construction to the close of that year's books. The City shall review and approve such statement (such approval not to be unreasonably withheld or delayed), or request revisions, within ninety (90) days after receipt. In the event that Developer's calculation of Residual Receipts is found to be incorrect as a result of a City review, and has underreported, Developer shall pay to the City the full amount of additional amounts owed within thirty (30) days of notice of such error. The terms of this subsection shall not be the exclusive method by which the City may review Residual Receipts payments by the Developer. In the event the discovery occurs at any time subsequent to the ninety (90) day period for that year's books, Developer shall pay to the City the full amount of such additional amounts owed within thirty (30) days after the error is discovered. Notwithstanding the foregoing, no previous action or inaction by the City shall prohibit the City from requesting repayment of any unpaid, owed amounts of Residual Receipts at any time during the term of this Agreement or thereafter. The Developer shall pay to the City the full amount of such additional amounts owed within thirty (30) days of notice of such errors for periods prior to the previous year. 12.8. Project Operating Account. Developer shall establish an interest bearing account to be known as the Operating Reserve Account. Within sixty (60) months after the Conversion Date, Developer shall deposit an amount into the Operating Reserve Account sufficient to pay three (3) months of operating expenses and three (3) months of mandatory debt service payments ("Target Balance"). Funds shall be invested subject to the prior written approval of the City, and any earnings shall become and remain a part of the Operating Reserve. Funds may be drawn 3� Citynouncil 39 — 204 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 only when revenue is insufficient to pay operating expenses and may be used as permitted under Borrower's Partnership Agreement. At the time of any withdrawals from the Operating Reserve Account, written notice shall be provided to the City which provides a detailed narrative of the nature of the operating deficits that are being cured, including all necessary amounts to cure them. If the balance in the Operating Reserve Account falls below the amount required to pay three (3) months of operating expenses and three (3) months of mandatory debt service payments, then Developer shall apply Residual Receipts, when and if available, or other funds, to the replenishment of Operating Reserves until the Target Balance is achieved. 12.9. Replacement Reserve Account. At or before the Conversion Date, Developer shall establish an interest bearing account to be known as the Replacement Reserve Account. Annually prior to March 31 of each year, Developer shall deposit into the Replacement Reserve Account an amount equal to a minimum of two hundred fifty dollars ($250) per unit but shall not exceed five hundred dollars ($500) per unit, which amounts may increase by 3% annually, or such higher amount as may be required by the Tax Credit Investor or Senior Lender and approved by City; provided, however, that City acknowledges that the Tax Credit Investor and/or Senior Lender will require an annual deposit of funds into the Replacement Reserve Account for all units, and City hereby approves such requirement and agrees that any replacement reserve established by Developer and held by the Tax Credit Investor and/or Senior Lender shall satisfy the requirements of this Section 12.9. The funds in the Replacement Reserve Account shall be held in an interest bearing account, subject to the prior written approval of the City, and any earnings shall become and remain a part of the Replacement Reserve. The Developer shall not draw funds from the Replacement Reserve Account without the prior written approval of the City. Funds may only be drawn from the Replacement Reserve Account to replace or maintain Project assets that have a useful life of more than one (1) year in accordance with Generally Accepted Accounting Principles ("GAAP"), and have been or will be depreciated on the Partnership Tax Return, Form 1040P, filed with the Internal Revenue Service by the Developer's accountant. In the event of a failure by the Developer to adequately maintain the Project, or pay operating expenses, mandatory debt service payments, or other payments required under the Loan Documents or Senior Loan Documents, or during the continuance of an event of default by Developer under the Loan Documents or Senior Loan Documents that would provide for the acceleration of the City/Inclusionary Housing Program Loan or Senior Loan, then the City may, after delivery of notice to Developer and the expiration of any applicable cure periods and subject to the rights of any Senior Lender, apply the funds in the Replacement Reserve Account to the City/Inclusionary Housing Program Loan, the Senior Loan, or use such funds for the maintenance, improvement, or continued operation of the Project. Section 13. NONDISCRIMINATION COVENANTS 3? ouncil 39 - 205 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 13.1. Obligation to Refrain from Discrimination. Developer covenants and agrees that: (a) In Use of Property. There shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, mental or physical disability, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Developer or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendors of the Property. (b) In Affordable Housing Restrictions. The foregoing covenant shall: (a) be included in the Affordability Restrictions on Transfer of Property; (b) run with the land; and, (c) remain effective for the term of the Agreement. (c) In Employment. In construction of the Property, Developer shall not discriminate against any employee or applicant because of race, color, creed, religion, sex, marital status, mental or physical disability, national origin, or ancestry. Developer shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. (d) In all Contracts. Developer shall cause the foregoing covenants to be inserted in all contracts for any work covered by this Agreement so that such provisions will be binding upon each contractor and subcontractor for the benefit of City, provided that the foregoing covenant shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. Section 14. ENVIRONMENTAL MATTERS 14.1. Representation and Warranty. Except as disclosed in writing to the City including the environmental site assessments prepared on behalf of Developer and delivered to the City, Developer has no knowledge: (a) of the presence on, under or about the Property, now or in the past, of any Hazardous Materials in violation of applicable law, or of the transportation to or from the Property of any Hazardous Materials; (b) that asbestos or polychlorinated biphenyls (PCBs) are contained in or stored on the Property; or, (c) that there are any underground storage tanks located in, on or under the Property. 14.2. Compliance with Environmental Laws. Developer shall: (a) comply with all environmental laws and environmental permits applicable to the Construction of the Property; (b) immediately pay or cause to be paid all costs and expenses incurred by reason of such compliance; (c) keep the Property free and clear of any environmental claims or liens imposed pursuant to any environmental law; and, (d) obtain and renew all environmental permits required for ownership or use of the Property. 14.3. Presence of Hazardous Materials. Developer shall not, and shall not permit anyone else to, generate, use, treat, store, handle, release, or dispose of Hazardous 3.� City ouncil 39 - 206 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 Materials on the Property, or transport or permit the transportation of Hazardous Materials to or from the Property except for de minimis quantities used at the Property in compliance with all applicable environmental laws and required in connection with the routine construction, operation and maintenance of the Property. 14.4. Notice of Environmental Matters. Developer shall immediately advise City in writing of any of the following: (a) any pending or threatened environmental claim against Developer or the Property; (b) any condition or occurrence that: (i) results in noncompliance with any applicable environmental law; (ii) could reasonably be anticipated to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability of the Property under any environmental law; or, (iii) could reasonably be anticipated to form the basis of an environmental claim against the Property or Developer. 14.5. Environmental Indemnification by the Developer. Developer agrees to defend, indemnify and hold harmless the City and their respective officers, directors, employees and agents (collectively the "Indemnitees") from and against any and all obligations (including removal and remediation), losses, claims (including third party claims), suits, judgments, liabilities, penalties, damages (including consequential and punitive damages), costs and expenses (including consultants, and attorneys' fees) of whatever kind or nature whatsoever that may at any time be incurred by, imposed on, or asserted against the Indemnitees directly or indirectly based on, or arising or resulting from the actual or alleged presence of Hazardous Materials on the Property other than arising from the gross negligence, willful misconduct and/or illegal actions of any Indemnitee. Section 15. OTHER AFFIRMATIVE COVENANTS While any obligation of Developer under the City/Inclusionary Housing Program Loan Note or Deed of Trust remain outstanding, the following provisions shall apply, except to the extent that the Executive Director otherwise consents in writing: 15.1. Existence. Developer's Managing General Partner shall maintain its existence in good standing under the laws of the State of California, and Developer shall provide documentation of such status annually to the City. 15.2. Protection of Lien. Developer shall maintain the lien of the City Deed of Trust as a valid second priority deed of trust on the Property and take all actions, and execute and deliver to City all documents, reasonably required by City from time to time in connection therewith. 15.3. Notice of Certain Matters. Developer shall give notice to City, within ten (10) days of Developer's learning thereof, of each of the following: (a) any filed litigation or claim affecting or relating to the Property and involving an amount in excess of $25,000; and any litigation or claim that might subject Developer or any general partner of Developer to liability in excess of $50,000, whether covered by insurance or not; (b) any material dispute between Developer and a Governmental 34 ouncil 39 — 207 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 Authority relating to the Property, the adverse determination of which would reasonably be expected to have a material adverse effect on the Property; (c) any change in Developer's principal place of business; (d) any aspect of the Improvements that is not in substantial conformity with the plans or code; (e) any Event of Default or event which, with the giving of notice or the passage of time or both, would constitute an Event of Default; (f) any material default by Developer or any other party under any Senior Loan document, or the receipt by Developer of any notice of default under any Senior Loan document; (g) the creation or imposition of any mechanics' or materialmans' lien or other lien against the Property which might materially affect the Property; and/or (h) any material adverse change in the financial condition of Developer. 15.4. Further Assurances. Developer shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to City all documents, and take all actions, reasonably required by City from time to time to confirm the rights created or now or hereafter intended to be created under the Loan Documents; to protect and further the validity, priority and enforceability of the City Deed of Trust; to subject to the Deed of Trust any property intended by the terms of any Loan Document(s) to be covered by the City Deed of Trust or otherwise to carry out the purposes of the Loan Documents and the transactions contemplated thereunder. Notwithstanding anything to the contrary set forth herein, the Developer shall have no obligation to execute any document, or take any action, which would: (i) change a material term of any Loan Document; (ii) change or impair any material right of Developer; and/or, (iii) increase the liability of Developer or any partner thereof. 15.5. Annual Financial Statements. Developer shall deliver to City, within one hundred twenty (120) days after the end of each Calendar Year following issuance of a Certificate of Completion: (a) a certified public accountant reviewed balance sheet for Developer as of the end of such Calendar Year and a certified public accountant reviewed statement of profit and loss for Developer and for Developer's operations in connection with the Property for such Calendar Year, together with all supporting schedules; (b) a certificate of such certified public accountant that such documents were reviewed by such certified public accountant in accordance with generally accepted accounting principles and otherwise comply with generally accepted accounting principles review requirements; and, (c) a certificate of Developer's Managing General Partner that such documents: (i) were prepared in accordance with generally accepted accounting principles applied on a consistent basis or in accordance with such other principles or methods as are reasonably acceptable to City; (ii) fairly present Developer's financial condition; (iii) show all material liabilities, direct and contingent; and, (iv) fairly present the results of Developer's City ouncil 39 — 208 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 operations. Developer shall also provide the City with any other annual audit reports issued by other monitoring agencies upon written request. 15.6. Audits and Access to Records. Developer agrees that City, the U.S. Department of Housing and Urban Development, the Comptroller General of the United States or any of their authorized representatives shall have the right of access, upon reasonable notice, to any books, documents, papers, or other records of Developer that are pertinent to this Agreement in order to make audits, examinations, abstracts, excerpts or transcripts. Developer will maintain all books and records pertaining to this Agreement for a period of not less than five (5) years after all matters pertaining to this Agreement (i.e., audit, disputes or litigation) are resolved in accordance with applicable federal or state laws, regulations or policies, and when a period of affordability or recapture applies to Developer's activities, for a period of not less than five (5) years after the Affordability Period ends. Section 16. OTHER NEGATIVE COVENANTS While any obligation of Developer under the City/Inclusionary Housing Program Loan Note or City/Inclusionary Housing Program Loan Deed of Trust remain outstanding, the following provisions shall apply, except to the extent that the Executive Director otherwise consents in writing: 16.1. Default on Senior Loan. Developer shall not default on any of the Senior Loan Documents, provided however, that Developer shall have such period as is provided in the Senior Loan Documents during which to effectuate a cure. 16.2. Sale or Lease of Property. Unless and until Developer has received a Certificate of Completion for the construction from City, except for a Permitted Transfer, Developer shall not sell, lease, sublease or otherwise transfer all or any part of the Property or any interest therein without the prior written consent of the Executive Director, which consent may be withheld in the Executive Director's sole and absolute discretion. In connection with the foregoing consent requirements, Developer acknowledges that City relied upon Developer's particular expertise in entering into this Agreement and continues to rely on such expertise to ensure the satisfactory completion of the construction. Notwithstanding anything to the contrary contained herein, a "transfer" shall not include: (i) a transfer of any general partner's interest in Developer when made in connection with the exercise by the Developer's Limited Partner of its rights upon a default by a general partner under the Developer's Partnership Agreement or upon a general partner's withdrawal in violation of the Partnership Agreement, so long as the removal and substitution of the defaulting general partner is made within thirty (30) days of such default or, if such removal and substitution cannot reasonably be completed within thirty (30) days, so long as the Limited Partner commences to take action to remove and substitute the general partner with a reasonable period and thereafter diligently proceeds to complete such substitution; (ii) any transfer of the Property to the managing general partner of Developer pursuant to the right of first refusal or to the general partners of Developer pursuant to the purchase option, as provided for in the Partnership Agreement; (iii) any o uncil 39 - 209 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 transfer of the Limited Partner's interest in accordance with the Partnership Agreement; and, (iv) any sale, transfer or other disposition of an interest in a limited partner of the Developer. Section 17. CERTIFICATE OF COMPLETION Upon satisfactory completion of the construction and upon the request of Developer, or at its own election, the City shall issue a certificate of completion ("Certificate of Completion"). Such Certificate of Completion shall be, and shall so state, conclusive determination of satisfactory completion of the construction. If City declines to furnish a Certificate of Completion after written request from Developer, the Executive Director shall, within thirty (30) days after receipt of the request, provide Developer with a written statement of the reasons therefore. The statement shall contain a description of the action(s) Developer must take to obtain a Certificate of Completion. If the reason therefore is that the Developer has not completed a minor portion of the Construction, City may, in its sole and absolute discretion, issue the Certificate of Completion upon the posting with City of a bond or other form of security acceptable to the Executive Director in the amount of the fair value of the uncompleted work. A Certificate of Completion is not evidence of compliance with or satisfaction of the Loan Documents or any obligation of Developer to any other party whatsoever, including any holder of a mortgage or deed of trust. A Certificate of Completion is not "notice of completion" referred to in Section 3093 of the California Civil Code. A Certificate of Occupancy issued by the City will also meet the same purpose and requirement as the Certificate of Completion. Section 18. INDEMNIFICATION 18.1. Nonliability of City. Developer acknowledges and agrees that: (a) The relationship between Developer and City is and shall remain solely that of borrower and lender, City neither undertakes nor assumes any responsibility to review, inspect, supervise, approve (other than for aesthetics) or inform Developer of any matter in connection with the construction, including matters relating to: (i) the performance of the construction work, (ii) architects, contractors, subcontractors and materialmen, or the workmanship of or materials used by any of them, or (iii) the progress of the construction; and Developer shall rely entirely on its own judgment with respect to such matters and acknowledges that any review, inspection, supervision, approval or information supplied to Developer by City in connection with such matters is solely for the protection of City and that neither Developer nor any third party is entitled to rely on it; (b) Notwithstanding any other provision of any Loan Document: (i) the City is not a partner, joint venture, alter -ego, manager, controlling person or other business associate or participant of any kind of Developer and City does not intend to ever assume 37 City ouncil 39 - 210 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 any such status; (ii) City's activities in connection with the City/Inclusionary Housing Program Loan shall not be "outside the scope of the activities of a lender of money" within the meaning of California Civil Code Section 3434, as modified or recodified from time to time, and City does not intend to ever assume any responsibility to any person for the quality or safety of the Property; and, (iii) City shall not be deemed responsible for or a participant in any acts, omissions or decisions of Developer; (c) City shall not be directly or indirectly liable or responsible for any loss or injury of any kind to any person or property resulting from any construction on, or occupancy or use of, the Property, whether arising from: (i) any defect in any building, grading, landscaping or other onsite or offsite improvement; (ii) any act or omission of Developer or any of Developer's agents, employees, independent contractors, licensees or invitees; or, (iii) any accident on the Property or any fire or other casualty or hazard thereon; and (d) By accepting or approving anything required to be performed or given to City under the Loan Documents, including any certificate, financial statement, survey, appraisal or insurance policy, City shall not be deemed to have warranted or represented the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty or representation by City to anyone. 18.2. Indemnity. Developer shall defend (by counsel reasonably satisfactory to City), indemnify and save and hold harmless the Indemnitees from and against all claims, damages, demands, actions, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising from or relating to: (i) a breach of this Agreement by Developer; (ii) the making of the City/Inclusionary Housing Program Loan; (iii) a claim, demand or cause of action that any person has or asserts against Developer; (iv) any act or omission of Developer, any contractor, subcontractor or material supplier, engineer, architect or other person with respect to the Property; or, (vi) the ownership, occupancy or use of the Property. Notwithstanding the foregoing, Developer shall not be obligated to indemnify City with respect to the consequences of any act of illegal conduct, gross negligence or willful misconduct of City. Developer's obligations under this Section shall survive the cancellation of the City/Inclusionary Housing Program Loan Note, release and reconveyance of the City Deed of Trust, issuance of the Certificate of Completion, and termination of this Agreement. (a) Notwithstanding the foregoing, neither Developer, nor any of its partners, shall be personally liable for any indemnification obligation hereunder which would result as the repayment of principal and/or interest under the City/Inclusionary Housing Program Loan. (b) To the fullest extent permitted by law, the Developer agrees to indemnify, hold harmless and defend the City and its elected officials, officers, governing members, employees, attorneys and agents (collectively, the "Indemnified Parties"), from and against any and all losses, damages, claims, actions, liabilities, reasonable costs and expenses of any and every conceivable nature, kind or character (including, without limitation, reasonable attorneys' fees, litigation and court costs, amounts paid in settlement ouncil 39 — 211 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject to under any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to: (i) the Loan Documents or the execution or amendment thereof or in connection with the transactions contemplated thereby; (ii) Developer's ownership or operation of the Project or any act or omission of the Developer or any of its agents, contractors, servants, employees or licensees in connection with the City/Inclusionary Housing Program Loan or the Project, the operation of the Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation, operation or rehabilitation of, the Project or any part thereof, (iii) any lien or charge upon payments by the Developer to the City, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the City in respect of any portion of the Project; (iv) any violation of any environmental law, rule or regulation with respect to, or the release of any toxic substance from the Project or any part thereof, (v) any untrue or misleading statement of a material fact by the Developer contained in any Loan Document or any of the documents or instruments relating to said Loan Documents that the City relied upon in making the City/Inclusionary Housing Program Loan, except to the extent such damages are caused by the gross negligence or willful misconduct of such Indemnified Party. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Developer, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment and payment for counsel selected by the Indemnified Party, and shall assume the payment of all reasonable expenses related thereto, with full power to litigate, compromise or settle the same; provided that the Indemnified Party shall have the right to review and approve or disapprove in its reasonable discretion any such compromise or settlement; and, (vi) Notwithstanding anything in this Section 18.2 to the contrary, if judgment is entered against Developer and City by a court of competent jurisdiction because of the concurrent active negligence of City or Indemnified Parties, Developer and City agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment. 18.3. Reimbursement of City. Developer shall reimburse City immediately upon written demand for all costs reasonably incurred by City (including the reasonable fees and expenses of attorneys, accountants, appraisers and other consultants, whether the same are independent contractors or employees of City) in connection with the enforcement of the Loan Documents and all related matters including all claims, demands, causes of action, liabilities, losses, commissions and other costs against which City is 3Q City ouncil 39 - 212 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 indemnified under the Loan Documents. Such reimbursement obligations shall bear interest from the date occurring twenty (20) days after City gives written demand to Developer at the rate of Interest defined in the Note and shall be secured by the City Deed of Trust. Such reimbursement obligations shall survive the cancellation of the City/Inclusionary Housing Program Loan Note, release and reconveyance of the City/Inclusionary Housing Program Loan Deed of Trust, issuance of a Certificate of Completion, and termination of this Agreement Subsequent to the making and disbursement of this Loan, the Developer shall pay for any subsequent revisions, transfers, extensions, renewals, modifications, refinancing or "workouts," and providing estoppels or subordinations of the City/Inclusionary Housing Program Loan (collectively, "Changes"), and in the exercise of any of City's rights or remedies under this Agreement. The City will receive from Developer in connection with any request by Developer for a Change, a nonrefundable fee in the amount of Five Hundred Dollars ($500) and Developer shall reimburse City for all of the City's reasonable out-of- pocket expenses (including reasonable attorney's fees) incurred in the administration and review of such Changes, to the extent such expenses exceed Five Hundred Dollars ($500). Section 19. INSURANCE, CASUALTY AND CONDEMNATION 19.1. Prior to undertaking performance of work under this Agreement, Developer shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Minimum Scope and Limit of Insurance — Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 00 01 covering any auto (Code 1), or if Developer has no owned autos, hired (Code 8), and non -owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: Insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors & Omissions): Insurance appropriate 40 ouncil 39 — 213 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 to the Developer's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. 5. Broader Coverage: If Developer maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Developer. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions — The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Developer including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Developer's insurance (at least as broad as ISO Form CG 20 10 1185 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 forms if later revisions used). 2. Primary Coverage: For any claims related to this Agreement, Developer's insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Developer's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Developer hereby grants to City a waiver of any right to subrogation which any insurer of said Developer may acquire against the City by virtue of the payment of any loss under such insurance. Developer agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require Developer to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed 41 ouncil 39 - 214 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than ANII, unless otherwise acceptable to the City. 7. Claims Made Policies: If any of the required policies provide coverage on a claims -made basis: i. The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the work. iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Developer must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. 8. Verification of Coverage: Developer shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Developer's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Subcontractors: Developer shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Developer shall ensure that City is an additional insured on insurance required from subcontractors. 10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. 19.2. Claims and Proceedings. Developer shall give City immediate notice of any material casualty to any portion of the Property, whether or not covered by insurance, and of the initiation or threatened initiation of any proceeding for the condemnation or other taking for public or quasi -public use of any portion of the Property (collectively, "Condemnation"), and shall provide City with copies of all documents which pertain to any 42 ouncil 39 — 215 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 such casualty or Condemnation. Developer shall take all action reasonably required by City in connection therewith to protect the interests of Developer and/or City, and City shall be entitled (without regard to the adequacy of its security) to participate in any action, claim, adjustment or proceeding and to be represented therein by counsel of its choice. Developer shall not settle, adjust, or compromise any claim, action, adjustment or proceeding without prior written approval, which approval shall not be unreasonably withheld or delayed. 19.3. Delivery of Proceeds to City. If the proceeds from any casualty insurance is in excess of $500,000, Developer shall, subject to any superior rights of the Senior Lender, deliver such proceeds to the City immediately upon receipt. 19.4. Application of Casualty Insurance Proceeds. Subject to the rights of the Senior Lender, any proceeds collected (the "Proceeds") under any casualty insurance policy described in this Agreement shall be disbursed to Developer as provided below, but only upon fulfillment of each of the following conditions (the "Restoration Conditions") within ninety (90) days (unless extended by mutual agreement of Developer and City) following the occurrence of the damage for which the Proceeds are collected: (a) Developer shall demonstrate to City's reasonable satisfaction that the Proceeds (together with amounts deposited by Developer pursuant to subparagraph (b)) will be adequate to repair the Improvements and to restore the fair market value of the Property, within two years (or such longer time period reasonably determined by City), to at least the value it had immediately prior to sustaining the damage. Such demonstration shall include delivery to City of. (i) plans and specifications reasonably satisfactory to City; and, (ii) a construction contract in form and content, and with a contractor, reasonably satisfactory to City. (b) To the extent that the Proceeds are insufficient to accomplish the restoration required above, Developer shall deliver to City (the "Shortfall Funds") in the amount of such shortfall, which funds shall be assigned to City as security for Developer's obligation hereunder and held and disbursed in the same manner as the Proceeds. (c) Developer shall execute such documents as City reasonably requires to evidence and secure Developer's obligation to use all amounts disbursed for the diligent restoration of the Property. (d) No Event of Default shall remain uncured. 19.5. Method of Disbursement and Undisbursed Funds. Any Proceeds and Shortfall Funds to be disbursed to Developer shall be held by City and disbursed in accordance with then customary disbursement procedures and related provisions. Any amounts remaining undisbursed following completion of such restoration shall be returned to Developer up to the amount of any Shortfall Funds deposited by Developer, and any other amounts remaining shall either be paid to Developer or applied by City against any obligations to City that are secured by a lien on the Property, as they elect in their sole and absolute discretion. 19.6. Failure to Satisfy Conditions. In the event that Developer fails to fulfill ouncil 39 — 216 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 the Restoration Conditions within ninety (90) days, unless extended, following the date on which the damage occurs, the Proceeds shall be applied by City against any obligations to City that are secured by a lien on the Property, and the selection of which such obligations to apply the Proceeds against shall be made by City in their sole and absolute discretion, subject to the rights of the Senior Lender. 19.7. Condemnation; Treatment of Compensation. Subject to any superior rights of Senior Lender, Developer hereby assigns to the City, as security for all obligations to City secured by a lien on the Property, all amounts payable to Developer in connection with any Condemnation, and any proceeds of any related settlement (collectively, "Compensation"). Subject to any superior rights of Senior Lender, Developer shall deliver such remaining Compensation to City immediately upon receipt. If the taking results in a loss of the Property to an extent that, in the reasonable opinion of City, renders or is likely to render the Property not economically viable or if, in City's reasonable judgment Developer's security is otherwise impaired, City may apply the Compensation received due to judgment or settlement in connection with any condemnation or other taking to reduce the unpaid obligations secured in such order as City may determine, and without any adjustment in the amount or due dates of payments due under the City/Inclusionary Housing Program Loan Note. If so applied, any award in excess of the unpaid balance of the City/Inclusionary Housing Program Loan Note and other sums due to City shall be paid to Developer or Developer's assignee. City shall have no obligation to take any action in connection with any actual or threatened condemnation or other proceeding. (a) Notwithstanding the foregoing, as long as the Developer is not in default under the Loan Documents, any condemnation proceeds may be used by the Developer for repair and/or restoration of the Project. Section 20. DEFAULTS AND REMEDIES 20.1. Events of Default. The occurrence of any of the following, whatever the reason therefore, shall constitute an Event of Default by Developer: (a) Developer fails to make any payment of principal or interest under the City/Inclusionary Housing Program Loan Note when due, and such failure is not cured within thirty (30) Business Days after Developer's receipt of written notice that such payment was not received when due; (b) Developer fails to perform any other obligation for the payment of money under any Loan Document, and such failure is not cured within thirty (30) Business Days after Developer's receipt of written notice that such obligation was not performed when due; (c) Developer fails to perform any obligation (other than the obligations described in subparagraphs (a) and (b) above) under any Loan Document, and such failure is not cured within thirty (30) days after Developer's receipt of written notice that such obligation was not performed; provided that, if cure cannot reasonably be effected within such thirty (30)-day period, such failure shall not be an Event of Default so long as Developer (in any event, within ten (10) days after receipt of such notice) commences to City ouncil 39 — 217 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 cure, and thereafter diligently (in any event within one hundred and twenty (120) days after receipt of such notice) prosecutes such cure to completion; (d) Any representation or warranty in any Loan Document proves to have been incorrect in any material respect when made; (e) Reserved; (f) Work on the construction ceases for ninety (90) consecutive days for any reason (other than governmental orders, decrees or regulations, acts of God or any other deity, strikes or other causes beyond Developer's reasonable control), provided that the same do not, in the aggregate and in the City's reasonable judgment, threaten to delay the completion of the construction beyond the required completion date set forth in this Agreement; (g) Developer is enjoined or otherwise prohibited by any Governmental Authority from constructing and/or occupying the improvements and such injunction or prohibition continues unstayed for ninety (90) days or more for any reason; (h) Developer is dissolved, liquidated or terminated, or all or substantially all of the assets of Developer are sold or otherwise transferred without the Executive Director's prior written consent; (i) Developer is the subject of an order for relief by a bankruptcy court, or is unable or admits its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or Developer applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or any part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of Developer and the appointment continues undischarged or unstayed for ninety (90) days; or Developer institutes or consents to any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, custodianship, conservatorship, liquidation, rehabilitation or similar proceeding relating to it or any part of its property; or any similar proceeding is instituted without the consent of Developer and continues undismissed or unstayed for ninety (90) days; or any judgment, writ, warrant of attachment or execution, or similar process is issued or levied against any property of Developer and is not released, vacated or fully bonded within ninety (90) days after its issue or levy; 0) Any of the Senior Loan documents is amended, supplemented or otherwise modified without City's prior written consent, to the extent the City's consent is required pursuant to any subordination agreement between the City and the Senior Lender; (k) Senior Loan Document Breach. Any default or breach of Developer that continues uncured after the expiration of any applicable cure period under any other loan document including, but not limited to, the Senior Loan Documents (including but not limited to the Senior Loan Deed of Trust); (1) Voluntary Suspension. The voluntary suspension of Developer's �S ouncil 39 - 218 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 business or the dissolution or termination of the Partnership (if any) constituting Developer; (m) Unauthorized Transfer. Developer's sale or other transfer of the Property or the Project in violation of such terms herein; (n) Fraud or Material Misstatement or Omissions. Any fraudulent act or intentional material omission of Developer's, or intentional material misrepresentation of Developer's, pertaining to or made in connection with the City/Inclusionary Housing Program Loan, Loan Documents or the Project; or, (o) Project Monies. Developer's intentional misapplication or embezzlement of Project monies. 20.2. Remedies Upon Default. Upon the occurrence and during the continuance of any Event of Default, City may, at its option and in its absolute discretion, do any or all of the following: (a) By written notice to Developer, declare the principal of all amounts owing under the Loan Documents, together with all accrued interest and other amounts owing in connection therewith, to be immediately due and payable, regardless of any other specified due date; provided that any Event of Default described in Section 20.1 shall automatically, without notice or other action on City's part, cause all such amounts to be immediately due and payable; (b) In its own right or by a court -appointed receiver, take possession of the Property, enter into contracts for and otherwise proceed with the completion of the construction by expenditure of its own funds; (c) Exercise any of its rights under the Loan Documents and any rights provided by law, including, without limitation, the right to seek specific performance and the right to foreclose on any security and exercise any other rights with respect to any security, all in such order and manner as City elects in its sole and absolute discretion; (d) Suspend or terminate the award of Inclusionary Housing Program funds if Developer fails to comply with any term of that award; and, (e) Right to Cure at Developer's Expense. The City shall have the right to cure any monetary Event of Default by Developer under a loan other than the City/Inclusionary Housing Program Loan. The Developer agrees to reimburse the City for any funds advanced by the City to cure a monetary default by Developer upon demand therefore, together with interest thereon at the rate of twelve percent (12%) per annum (which rate shall in no event exceed the maximum rate permitted by law and if it does, said rate shall be reduced to the maximum rate then permitted by law), from the date of expenditure until the date of reimbursement. 20.3. Cumulative Remedies: No Waiver. City's rights and remedies under the Loan Documents are cumulative and in addition to all rights and remedies provided by law. ouncil 39 — 219 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 The exercise by City of any right or remedy shall not constitute a cure or waiver of any default, nor invalidate any notice of default or any act done pursuant to any such notice, nor prejudice the City in the exercise of any other right or remedy. No waiver of any default shall be implied from any omission by City to take action on account of such default if such default persists or is repeated. No waiver of any default shall affect any default other than the default expressly waived, and any such waiver shall be operative only for the time and to the extent stated. No waiver of any provision of any Loan Document shall be construed as a waiver of any subsequent breach of the same provision. City's consent to or approval of any act by Developer requiring further consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act. The City's acceptance of the late performance of any obligation shall not constitute a waiver by City of the right to require prompt performance of all further obligations; City's acceptance of any performance following the sending or filing of any notice of default shall not constitute a waiver of either party's right to proceed with the exercise of its remedies for any unfulfilled obligations; and City's acceptance of any partial performance shall not constitute a waiver by City of any rights. 20.4. Nonrecourse Liability. Neither Developer, nor any other party, including any partner of Developer, shall have any personal liability under this Agreement, or the attached City/Inclusionary Housing Program Loan Note and City/Inclusionary Housing Program Loan Deed of Trust, and any judgment, decree or order for the payment of money obtained in any action to enforce the obligation of Developer to repay the City/Inclusionary Housing Program Loan or any other amount evidenced or secured by such documents shall be enforceable against Developer only to the extent of Developer's interest in the Property. 20.5. Limited Partner Cure. The City shall provide the Developer's Limited Partner with an opportunity to cure any default. Any cure made or tendered by Limited Partner shall be accepted as if made by Developer. Section 21. MISCELLANEOUS 21.1. Obligations Unconditional and Independent. Notwithstanding the existence at any time of any obligation or liability of City to Developer, or any other claim by developer against City, in connection with the City/Inclusionary Housing Program Loan or otherwise, Developer hereby waives any right it might otherwise have: (a) to offset any such obligation, liability or claim against Developer's obligations under the Loan Documents; or, (b) to claim that the existence of any such outstanding obligation, liability or claim excuses the nonperformance by Developer of any of its obligations under the Loan Documents. 21.2. Notices. All notices, demands, approvals and other communications provided for in the Loan Documents shall be in writing and be delivered to the appropriate party by personal service or U.S. mail at its address as follows: If to Developer: Westview House LP c/o Westview House CDP LLC 3416 Via Oporto, Suite 301 42 ouncil 39 - 220 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 Newport Beach, CA 92663 Attn: Kyle Paine With a copy to: Westview House Mercy House CHDO LLC 807 N. Garfield Street Santa Ana, CA 92701 Attn: Lawrence G. Haynes, Jr. And: Sabelhaus & Strain, LLP 1724 101h Street, Suite 110 Sacramento, CA 95811 Attn: Stephen A. Strain, Esq. And: Chernove and Associates, Inc. 16027 Ventura Boulevard #660 Encino, CA 91436 Attn: Sheldon Chernove, Esq. And: R4 WHCA Acquisition LP c/o R4 Capital LLC 780 Third Avenue, 16th Floor New York, New York 10017 Attention: Marc Schnitzer E-Mail: mschnitzer(a)R4cap.com And: Frost Brown Todd LLC 400 West Market Street, Suite 3200 Louisville, Kentucky 40202 Attention: Amy Curry If to City: City of Santa Ana Executive Director (CDA) 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 With a copy to: City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 Addresses for notice may be changed as required by written notice to all other parties. All notices personally served shall be effective when actually received. All notices mailed shall be effective three (3) days after deposit in the U.S. Mail, postage prepaid. The foregoing notwithstanding, the non -receipt of any notice as the result of a change of 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 notice. 4R a�cil 39 — 221 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 21.3. Survival of Representations and Warranties. All representations and warranties in the Loan Documents shall survive the making of the City/Inclusionary Housing Program Loan described herein and have been or will be relied on by City notwithstanding any investigation made by either party. 21.4. No Third Parties Benefited. This Agreement is made for the purpose of setting forth rights and obligations of Developer and the City, and no other person shall have any rights hereunder or by reason hereof. 21.5. Reserved. 21.6. Prior Agreements; Amendments; Consents. This Agreement (together with the other Loan Documents) contains the entire agreement between the City and Developer with respect to the City/Inclusionary Housing Program Loan and the Property, and all prior negotiations, understandings and agreements are superseded by this Agreement and such other Loan Documents. No modification of any Loan Document (including waivers of rights and conditions) shall be effective unless in writing and signed by the party against whom enforcement of such modification is sought, and then only in the specific instance and for the specific purpose given. 21.7. Governing Law. All of the Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of California and Federal law, whichever is more stringent. Developer irrevocably and unconditionally submits to the jurisdiction of the Superior Court of the State of California for the County of Orange or the United States District Court of the Central District of California, as City may deem appropriate, in connection with any legal action or proceeding arising out of or relating to this Agreement or the Loan Documents. Assuming proper service of process, Developer also waives any objection regarding personal or in rem jurisdiction or venue. 21.8. Severability of Provisions. No provision of any Loan Document that is held to be unenforceable or invalid shall affect the remaining provisions, and to this end all provisions of the Loan Documents are hereby declared to be severable. 21.9. Headings. Article and section headings are included in the Loan Documents for convenience of reference only and shall not be used in construing the Loan Documents. 21.10. Conflicts. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, this Agreement, unless otherwise expressly provided, shall prevail; provided however that, with respect to any matter addressed in both such documents, the fact that one document provides for greater, lesser or different rights or obligations than the other shall not be deemed a conflict unless the applicable provisions are inconsistent and could not be simultaneously enforced or performed. 21.11. Time of the Essence. Time is of the essence under this Agreement and in the performance of every term, covenant, and obligation contained herein. 49 Citynouncil 39 — 222 5/17/2022 clusionary Housing Program Loan Agreement EXHIBIT 4 21.12. Conflict of Interest. No member, official or employee of the City shall have any direct or indirect interest in this Agreement, nor participate in any decision relating to the Agreement that is prohibited by law. 21.13. Warranty Against Payment of Consideration. Developer warrants that it has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. 21.14. Reserved. 21.15. Plans and Data. As additional collateral for the City/Inclusionary Housing Program Loan, Developer hereby grants to the City a security interest in all plans and data concerning the Property, subject to the rights of any Senior Lender. Such right of City shall be subject to any right of the preparer of the plans to their use. 21.16. Authority to Enter Agreement. 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 the 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. {signatures on following page) 5n ouncil 39 — 223 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date set forth at the beginning of this Agreement. DEVELOPER Westview House LP, a California limited partnership By: Westview House CDP LLC, a California limited liability company Its: Administrative General Partner By: Community Development Partners, a California corporation Its: Sole Managing Member By: Kyle Paine Its: President By: Westview Mercy House CHDO, LLC, a California limited liability company Its: Managing General Partner By: Mercy House CHDO, Inc., a California nonprofit public benefit corporation Its: Sole Managing Member By: Lawrence G. Haynes, Jr. Its: Chief Executive Officer S �e��A.``� A . S�C�) CSC. C"\ �; In I -C D-� 66MM 0-1 i �' F:" l er5 51 55-15122- Westview House (jij [6&d (rousing PFoo am Loam Agreement 39 - 224 5/17/2022 EXHIBIT 4 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date set forth at the beginning of this Agreement. DEVELOPER Westview House LP, a California limited partnership By: Westview House CDP LLC, a California limited liability company Its: Administrative General Partner By: Community Development Partners, a California corporation Its: Sole Managing Member By: Kyle Paine Its: President By: Westview Mercy House CHDO, LLC, a California limited liability company Its: Managing General Partner By: Mercy House CHDO, Inc., a California nonprofit public benefit corporation Its: Sole Managing Member By: Lawrence G. Haynes, Jr. Its: Chief Executive Officer sl ouncil 39 - 225 5/17/2022 C itynclusionary Housing Program Loan Agreement EXHIBIT 4 ATTEST: CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager Dated: APPROVED AS TO FORM: SONIA R. CARVALHO, City Attorney By: /a - RyaA b. dge Assis ant City Attorney Dated: Mav 5, 2022 RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency Dated: ouncil 39 — 226 5/17/2022 C itynclusionary Housing Program Loan Agreement EXHIBIT 4 EXHIBITS A. Legal Description B. Scope of Work C. Project Budget D. City/Inclusionary Housing Program Loan Deed of Trust E. City/Inclusionary Housing Program Loan Note F. Affordability Restrictions on Transfer of Property ouncil 39 - 227 5/17/2022 City clusionary Housing Program Loan Agreement EXHIBIT 4 Exhibit A lop Legal Description City Council 39 — 228 5/17/2022 EXHIBIT 4 PRELIMINARY REPORT Fidelity National Title Company Your Reference: Order No.: 997-30079690-TS4 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 10, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF SAID SECTION 10, 220 FEET WEST OF THE NORTHEAST CORNER OF SAID SECTION 10, RUNNING THENCE SOUTH PARALLEL TO THE EAST LINE OF SAID SECTION 10, 436 FEET; THENCE WEST PARALLEL TO THE NORTH LINE OF SAID SECTION 10, 150 FEET; THENCE NORTH PARALLEL TO THE EAST OF SAID SECTION 10, 436 FEET TO THE NORTH LINE OF SAID SECTION; THENCE EAST ALONG SAID NORTH LINE, 150 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN ALL OIL, GAS, ASPHALTUM, AND OTHER KINDRED SUBSTANCES AS RESERVED IN THAT CERTAIN DEED RECORDED DECEMBER 04, 1925 IN BOOK 617, PAGE 39 OF DEEDS, AND AS RESERVED IN THE DEED RECORDED JULY 03, 1925 IN BOOK 593, PAGE 215 OF DEEDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-FOURTH INTEREST IN ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES AND MINERALS AS RESERVED IN THAT CERTAIN DEED RECORDED APRIL 20, 1955 IN BOOK 3037, PAGE 204 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION OF LAND CONVEYED TO THE CITY OF SANTA ANA BY CONDEMNATION, RECORDED MARCH 04, 1999 AS INSTRUMENT NO. 19990156659 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 198-132-21 PARCEL 2: LOT 5 OF TRACT NO. 9536 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 400, PAGES 13 AND 14 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH PORTIONS OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 10, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, AS SAID SECTION IS SHOWN ON A MAP FILED IN BOOK 51, PAGE 12 OF MISCELLANEOUS MAPS, SHOWN AND DESCRIBED AS PARCEL 1 OF LOT LINE ADJUSTMENT NO. 2005-11 RECORDED JANUARY 13, 2006 AS INSTRUMENT NO. 2006029348 OF OFFICIAL RECORDS OF SAID COUNTY. EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF OF ALL OIL, GAS, ASPHALTUM, OR OTHER KINDRED SUBSTANCES IN, UPON, OR UNDER SAID PREMISES, AS CONVEYED TO CHARLES MENDENHALL BY DEED RECORDED FEBRUARY 16, 1922 IN BOOK 414, PAGE 192 OF DEEDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF OF ALL OIL, GAS, ASPHALTUM, OR OTHER KINDRED SUBSTANCES IN, UPON, OR UNDER SAID PREMISES, AS RESERVED BY CHARLES MENDENHALL, BY DEED RECORDED MAY 19, 1922 IN BOOK 423, PAGE 145 OF DEEDS. APN: 198-132-23 City COLwcil 39 — 229 5/17/2022 CLTA Prelll�inary F�eport Form —Modified (11/17/06) Page 3 EXHIBIT 4 Exhibit B: Scope of Work City Council 39 — 230 5/17/2022 EXHIBIT 4 \WvX altonons[ruc[ion Inc."M� WESTVIEW SCOPES OF WORK 2-410 DEMOLITION: Demolition: concrete slabs, asphalt paving and base, sidewalk on Huron, corner curb, section of CMU wall & footing. 2-820 ABATEMENT: Abatement. N/A 3-010 SEALED OR POLISHED CONCRETE: Sealed Concrete at around floor, trash and utility rooms. 3-300 CONCRETE: Building foundations, continuous footings, pads, (2) elevator pits walls, slab on grade, over a 2" layer of sand over 15 Mil Vapor Barrier over 2" layer of sand. 31-310 SOIL TREATMENT: Soil treatment. 3-540 CELLULAR CONCRETE: 1- 1/4" Gyp -Crete lightweight underlayment over 1/4" acoustic -mat sound mat throughout units on 2nd & 4th floor over plywood, with 1/8" perimeter isolator strips 1- 1/4" Gyp -Crete lightweight underlayment over 1/4" acoustic -mat sound mat at common rooms on 2nd & 4th floor over plywood, with 1/8" perimeter isolator strips 2-1/2" Hardrock concrete at 2nd - 4th floor corridors and walkways. 4-220 MASONRY: Building masonry, N/A Site walls - see line 32-320 CTRTTCTTTRAT./MTCC RTFFT.- 5-100 Structural steel, Allowance 5-510 Stairs #1, #2, & #3, w/ recast riser/treads, stair guardrail, wall mount single handrail. 5-521 2 elevator pit ladders, hoist beams and roof ladder. 42" high unit balcony guardrails with wood slats. 6-100 ROUGH CARPENTRY: Framing per plans and specs, Added (3) balconies and decorative parapet element. (Reduced lumber to current pricing). Horizontal siding. Wood/Metal screen. 6-200 FINISH CARPENTRY: Baseboards Closet shelf and pole. Unit bath accessories. 6-410 CABINETS: Euro Frameless, Unit kitchens and baths, 'Diva' Textured thermofoil flat face edge banded door and drawer fronts, 100 pound Grass Metabox drawer system, woodgrain melamine interiors, self closing concealed hinges, side mount euro white drawer glides, 6" wire pulls, breadboards. Common areas, Community room kitchen. 7-000 CAULKING: 7-100 WATERPROOFING: (2) Elevator pits. 7-140 DECK COATINGS: Westcoat pedestrian deck coating ALX system at 2nd - 4th floor unit balconies over plywood. Westcoat pedestrian deck coating ALX system at (2) 4th floor outdoor decks over plywood. 7-200 THERMAL INSULATION: Buildine insulation. unfaced fiberelass batts. T-24 Infiltration caulkine and OII included. 7-511 I ROOFING: Page 1 EXHIBIT 4 CSI # DESCRIPTION 7-620 SHEETMETAL: General sheet metal, door pans, deck flashing, scupper, conductor head, downspout, A/C pads, hot water equipment pad, parapet coping. 8-100 DOORS/FRAMES/HARDWARE: Unit doors, frames, Schlage hardware. Common areas doors frames, Schlage hardware Smoke Guard M200, elevator smoke curtains. (4) Overhead metal garage doors. Rolling vehicle entry gate and fence w/motor and safety loop. 8-430 STOREFRONT: 2-1/4" x 4-1/2" dark bronze anodized aluminum TC 470 storefront mfr. Arcadia, 1/4" clear solar ban 90 dual glaze insulated units. 8-531 WINDOWS: AMI 80 Series vinyl windows, white/white dual pane, Low-E glass. Removed (3) windows, changed to balcony doors. Anderson E Series Swing patio doors, (82) doubles, (2) single. Added (3) balcony doors. 8-830 MIRRORS: Unit baths 9-240 LATH & PLASTER: Lath / plaster, install 7/8" Thk. Stucco, 20/30 sand finish w/one integral color, W/2-Layers grade "D" 60 Min. Bldg. paper, w/ Structalath 1-1/2"xl-1/2"xl7 ga. at vertical walls & Hi -Rib @ ceilings, w/ Fastwall "Fibered" plaster cement Parex La Habra for scratch and brown coats. Corridor walls & ceilings approx. 10' exposed from the exterior to the interior. Plaster drip screed at horizontal corners. Scratch and brown coats at tile walls. Plaster screed, decorative parapet element.. 9-290 DRYWALL/METAL STUDS: Drywall, light orange peel type texture. Light Gauge metal stud framing at drop ceilings and soffits. 9-310 TILE WORK: Entry Lobby floor and base tile. (2) Common area Unisex restrooms, floors and walls 4' high wainscot. 9-510 ACOUSTICAL CEILINGS: ACT'24"x24" ceiling at (6) offices, (1) meeting room. 9-640 WOOD FLOORING: N/A. 9-650 RESILIENT FLOORING: LVP throughout units, living room, kitchen and bedroom. Sheet vinyl at bathrooms w/heat welded seams and 6" flash cove. LVP at common areas, community room lounge and service provider space. LVP at corridors 1 st - 4th floors. Sheet vinyl, at laundry rooms w/heat welded seams and 6" cove. Sheet vinyl, at trash rooms w/heat welded seams and 6" cove. Misc. transitions throughout common areas. 9-680 CARPET: Carpet Tile. N/A 9-910 PAINTING: Interior / Exterior painting. Graffiti coatings 9' AFF at areas with public access. 10-000 SPECIALTIES: 10-130 Directories (2) 10-140 Si na e - code required 10-211 Toilet Partitions N/A 10-212 Shower Enclosures N/A 10-280 Common area restroom accessories 2 10-300 Fireplaces N/A 10-410 Emergency Key Cabinets / Knox Boxes 3 10-440 Fire Extinguishers / Cabinets (24) (excludes fire extinguishers at unit kitchens) 10-550 Postal Specialties / Mailboxes 11-400 APPLIANCES: 52 7 — f '401, PIP.-t,-;� ra„$P/�,�.P„� 211�� h�,�,�1 .i;�h�x,a (AftPhOO&WHommunityroom. Washers and dryers By Owner Page 2 EXHIBIT 4 BLINDS AND SHADES: COUNTERTOPS: ELEVATORS- (2) Otis Gent elevator system, 3,500 lb., 150 FPM, 4 stop. Additional attachment backing at each floor 14-400 MAN LIFT/HOIST: N/A, Building is under 60'. 14-918 TRASH CHUTES: 2 Trash Chutes. 21-130 FIRE SPRINKLERS: Fire sprinklers, NFPA 13 designed system, POC 6" above ground, semi -recessed and UL listed heads. SOLAR HOT WATER SYSTEM: P333 Solar Hot Water System, N/A 22-ODU FLUMB1NU: 22-100 Rough plumbing,per plans andspecs Finish plumbing 23-300 IHVAC. HVAC per plans and specs. Condensate lines in line 22-100 HVAC permit 26-310 PHOTOVOLTAIC SYSTEM Solar Photovoltaic System. 2" condiut to roof for future use. 26-000 ELECTRICAL: 26-050 Transformer and main power panel Rough / Finish electrical 26-320 Generator / Emergency N/A 26-510 Light Fixtures and lighting controls package LOW VOLTAGE: 26-200 Phone / Data / Television. DAS / Emergency Responder Radio System, ALS System in community room. Two Way Communication/Area of Refuge. 8 call stations. Wi-Fi at common areas and outdoor courtyard. N/A 28-130 Access Security System / Entry Controls 1 Door King 1835 LCD System. 28-230 (1) Hikvision 32-camera system, (32) indoor/outdoor camera System. 28-310 Fire Alarm System SUBTOTAL: (Struc 33 ACCESSORIES STRUCTURES: TOTAL: (LINE 32 & 33) 31-000 EARTHWORK: 31-223 1 Rough -grading 500 Cu/Yd. max. 31-410 1 Shoring N/A Page 3 EXHIBIT 4 CSI # DESCRIPTION 31-250 Erosion control Traffic Control Contract Compliance 35-206 Miscellaneous site labor 35-207 Miscellaneous site equipment 35-208 Cleanup / Dumpsters / Final Clean Up 35-209 Security 10 months 35-441 Air Pollution / Dust Control 43-027 Surveyor / Stake SITE UTILITIES: 33-100 4" Domestic Water, 2" Irrigation water services, w/backflows 8" Fire water w/backflows and (2) new on -site fire hydrants. 33-300 Sanitary Sewer,(1) 8" SDR PVC sewer laterals from POC (tap to main) in street to P/L add sewer laterals from P/L to building w clean out in yard box. 33-400 Storm Drainage, catch basins, atrium drains, area drains and roof drains area drains connection with all piping to storm water system. Diversion structure, Rect. overflow piping and curb drains w/transition fitting, ADS Stormtech MC-4500 system detention 33-510 Gas lines up to meter, trenching for Gas Co. 33-700 Dry utility, Allowance. Gray Water System. N/A CONCRETE PAVING: 32-131 Concrete Paving: Off -Site City sidewalk. Off -Site City curb and gutter. On -Site, pedestrian walkway, rebar and compact base. 32-161 On -Site parking area landscape curbs. On -Site 3' wide concrete swale/gutter. ASPHALT PAVING: 32-121 AC Paving: Off -site asphalt paving, 8" full depth AC slot patch T wide.. On -site asphalt paving, 6" asphalt over 9" Class II compacted base at parking area. 32-172 On -site striping, standard ADA parking stalls w/stencil, standard parking stalls, install & post ADA signage, cross hatching. SITE IMPROVEMENTS: 32-3 10 Site fences and gates 6' H and play area fence 42" H. 32-320 New CMU Perimeter screen wall 6' high w/footing. LANDSCAPING: 32-900 Building planting, trees and shrubs Building Irrigation Building 90 Day Maintenance Period Turf at lawn area. City Council Page 4 39 — 234 5/17/2022 EXHIBIT 4 Exhibit C: Project Budget City Council 39 — 235 5/17/2022 EXHIBIT 4 Wsstvlew House Project Summary 04/28/22 Project Data Operating Economic Assumptions Project: Westvlew House Vacancy Rate Non-PSH Units 5.00 % Vacancy Rate PSH Units 5.00% Total Units 85 Income Inflator 2.00 % Expense Inflator 3.00% Land Area 2.12 RE Tax Inflator 2.00 % Units Per Acre 40.09 QCT/DDA YES Construction Loans Construction Period 30 4%or 9%Financing 4.00% Loan Amount 40,200,000 Federal Tax Credit Price 0.925 Loan Fees 0.60% Tax -Exempt Loan $23,990,343 1.95 % Taxable Loan $16,209,657 2.25% Blended Loan Rate 2.60 % Permanent Loans Fee Interest Amorti-ton Amount Permanent Loans 4.05% 480 13,642,615 Soft Debt Loans Interest 3.00% PROJECT UNIT MIX MONTHLY AMI BEDROOMS SF UNITS MGR PERCENT GROSS UTILITY NETTCAC PBV ANNUAL TCAC RENT ALLOWANCE RENT CONTRACT RENTS RENTAL INCOME 30% 1 489-523 23 0 27% 762 0 762 1,867 515,292.00 30% 2 756 3 1 4% 915 0 915 2,278 82,008.00 30% 3 933-1,101 21 0 25% 1.057 76 981 0 247,212.00 60% 3 933-1,101 13 0 15% 2,114 76 2,038 0 317,928.00 30% 4 1,178 16 0 19% 1,179 95 1,084 0 208,128.00 60% 4 1,178 8 0 10% 2,358 95 2,263 0 217,248.00 TOTAL 84 1 100% 1,587,816 CONSTRUCTION SOURCES TOTAL Construction Loan $39,251,491 Net Investor Equity $4,705,272 OCHFT $1,450,349 City of Santa Ana $3,904,341 CDP OZ LLC $350,000 DDF $103,967 TOTAL SOURCES PERMANENT SOURCES TOTAL Net Investor Equity (Federal) $18,821,088 Permanent Loan $13,642,615 CDP OZ LLC $350,000 OCHFT $1,450,349 City of Santa Ana $3,904,341 NPLH $7,312,537 County of Orange MHSA $4,258,280 Deferred Developer Fee $26,210 TOTAL SOURCES $49,765,420 AMI NO. UNITS 30.00 % 63 35.00% 0 40.00 % 0 45.00% 0 50.00 % 0 55.00% 0 60.00 % 21 Total Affordable 84 Manager Unit 1 TOTAL UNITS 85 Stabilized Cash Flow INCOME TOTAL PER UNIT Gross Potential Rental Income 1,587,816 18,680 Laundry Income 12,240 144 Gross Commercial Income 0 0 Vacancy and Collection (80,003) (941) EFFECTIVE GROSS INCOME 1,520,053 17,883 EXPENSES TOTAL PER UNIT Operating Expenses 643,485 7,570 Other( ) 0 0 Social Services 42,500 500 Reserves 0 0 TOTAL EXPENSES 685,985 8,070 NET OPERATING INCOME TOTAL DEBT SERVICE NET CASH FLOW 834,068 9,813 144,756 CONSTRUCTION USES OF FUNDS TOTAL Land / Acquisition Costs $6,675,000 Total Hard Costs $30.689.128 Hard Cost Contingency $1,535,000 Construction Interest $1.633,319 Loan Fees $377,626 Sofl Costs $5,739,022 Operating Reserves $343,824 Sell Costs Contingency $272,500 Developer Fee $2,500.000 TOTAL DEVELOPMENT COSTS $49,765,420 PERMANENT USES OF FUNDS TOTAL Land / Acquisition Costs $6,675,000 Total Hard Costs $30,689,128 Hard Cost Contingency $1,535,000 Construction Interest $1,633,319 Loan Fees $377,626 Soft Costs $5,739,022 Operating Reserves $343,824 Soft Costs Contingency $272,500 Developer Fee $2,500.000 TOTAL DEVELOPMENT COSTS $49,765,420 BASIS CALCULATIONS Threshold Basis 129,507,377 Eligible Basis 39,860,120 Reduction 0 Total Adjusted Eligible Basis 51,818,156 DDA/QCT Boost 130 % Total Qualified Basis 51,818,156 Credit Rate 4.00% Total Available Annual Credits 2,072,726 Total Requested Federal Credits 2,072,726 Credit Price 0 Net Investor Equity 18,821,088 Total Requested State Credits 0 Credit Price $0.00 Net Investor Equity 0 TOTAL NET INVESTOR EQUITY $18,821,088.00' City Council 39 - 236 5/17/2022 EXHIBIT 4 Westview House Sources & Uses City of Santa Ana Pre-Dev Proforma 04/28/22 NEW OR ELIGIBLE ELIGIBLE NOTTOTAL USES OF •S Land at $3,148,585 Per Acre or $72.28 Per SF TOTAL 6,675,000 ACQUISITION•HISTORIC 0 0 0 STATE 0 ELIGIBLE 6,675,000 PER UNIT 78,529 Associated Acq. Costs 726,288 0 0 0 0 726,288 8,545 Prevailing Wage 0 0 0 0 0 0 0 Hard Cost Residential 30,689,128 361,049 22,879,658 0 22,879,658 0 22,879,658 0 269,172 Site Improvements 3,558,174 0 3,558,174 0 3,558,174to 0 41,861 General Conditions, Overhead, GC Fee 14.00% 3,701,296 0 3,701,296 0 3:701:2960 43,545 GC Bond / Insurance / Letter of Credit 2.40% 550,000 0 550,000 0 550,0000 6,471 Hard Cost Contingency 5.00% 1,535,000 0 1,535,000 0 1,535,000 18,059 Construction Interest (2.6%) at Perm. Rate + -1� 2.60% 1,633,319 0 955,844 0 955,844 677,475 19,216 Bridge Interest at 10.00% 0 0 0 0 0 0 0 Construction Loan Fees 241,200 0 12,060 0 12,060 2,838 Conversion Fee 136,426 0 0 0 0 136,426 1,605 Bridge Loan Fees 0 0 0 0 0 0 0 4% Related Costs / Cost of Issuance 40,000 0 2,000 0 2,000 000 13i,500 471 Accounting & Audit 37,500 0 0 0 0 441 Appraisal / Market Study 11,350 0 11,350 0 11,350 0 134 Architecture (Architect, Landscape Architect) 1,052,500 0 1,052,500 0 1,052,500 0 12,382 Civil Engineering 113,300 0 113,300 0 113,300 0 1,333 Construction Site Inspector 138,500 0 138,500 0 138,500 0 1,629 Consultants (Geo, LEED, Dry Utilities, Security, Bank Insp.) 154,380 0 130,440 0 130,440 23,940 1,816 Environmental (EIR, Phase I, Asbestos, exc.) 5,100 0 5,100 0 5,100 0 60 F.A. / Syndication Consultant / Syndication Fee 0 0 0 0 0 0 0 Furnishings 226,000 0 226,000 0 226,000 0 2,659 Special Inspections (Concrete, SWPPs) 75,000 0 75,000 0 75,000 0 882 Lease -up & Marketing Expenses 60,000 0 0 0 0 60,000 706 Legal 275,000 0 13,750 0 13,750 261,250 3,235 Utility Undergrounding 100,000 0 100,000 0 100,000 0 1,176 Operating & Debt Service Reserve (3-mo's / det 343,824 0 0 0 0 343,824 4,045 Other (Lease Up Reserve) 229,216 0 0 0 0 229,216 2,697 Other (Admin, Repo, Shipping, Reimburseables) 22,000 0 0 0 0 22,000 259 Impact Fees 1,445,871 0 1,445,871 0 1,445,871 0 17,010 Insurance 80,000 0 54,026 0 54,026 25,974 941 Permit Fees 325,000 0 325,000 0 325,000 0 3,824 Property Taxes 110,138 0 0 0 0 110,138 1,296 Solar (Structure & Panels) 0 0 0 0 0 0 0 City Controlled Contingency 400,000 0 200,000 0 200,000 200,000 4,706 Soft Cost Contingency 4.98% 272,500 0 272,500 0 272,500 0 3,206 Tax Credit/Bond Fees (App., Mon., & Res.) 56,879 0 0 0 0 56,879 669 Title & Recording 55,000 0 2,750 0 2,750 52,250 647 Developer Overhead 0 0 0 0 0 0 0 Developer Fee TOTAL• 2,500,000 0 i 2,500,000 39,860,120 0 0 0 9,905,300 29,412 585,476 City Council 39 - 237 5/17/2022 EXHIBIT 4 Westview House Operating Budget - Detailed 4,000 47 8,000 94 8,000 94 26,400 311 Phone / Office Supplies / License / Misc 19,000 224 MANAGEMENTFEE TOTAL MANAGEMENT FEE 61,872 728 UTILITIES Fuel 0 0 Gas 12,000 141 Electricity 28,000 329 Water / Sewer 31,000 365 Other Cable / Misc 0 0 TOTALiii 835 PAYROLL/PAYROLLTAXES On -site Manager 52,000 612 Maintenance Personnel 80,200 944 Other Payroll Taxes / Insurance / Workers Comp. 46,714 550 Total Payroll / Payroll Taxes 178,914 2,105 Total Insurance 0 0 • -• • REPAIRS & MAINTENANCE Painting 6,000 71 Repairs 20,000 235 Trash Removal 20,000 235 Exterminating 5,000 59 Grounds 12,000 141 Elevator 5,000 59 Other Heating & Cooling R&M 10,000 118 TOTALiii 918 OTHER EXPENSES Insurance - Property 45,000 529 Real Estate Taxes 22,500 265 Community Facilities District (CFD) 0 0 Contract Services 0 0 Manager Rent 0 0 Agency Debt Service 0 0 Operating Reserve 0 0 NPLH, MHSA, & OCHFT Monitoring Fees 38,229 450 Social Services OTHER 82,570 971 TOTALEXPENSES Total Annual Residential Operating Expenses 643,485 7,570 Total Number of Units in the Project 85 Total Annual Operating Expenses Per Unit 7,570 Total 3-Month Operating Reserve 343,824 Total Annual Internet Expense (Site Amenity Election) 0 0 Total Annual Services Amenities Budget (From Project Expenses) 0 0 Total Annual Reserve for Replacement 42,500 500 Total Annual Real Estate Taxes i`0 0 TOTAL• City Council 39 — 238 5/17/2022 Westview House Flow of Food. EXHIBIT 4 PAYMENT SOURCES OF Net Investor Equity FUNDS BUDGET 18,821,088 1,882109 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2,823,163 0 0 0 0 0 0 13,598,236 Permanent Loan 27.4% 13,642,615 o D 0 0 0 0 O 0 0 0 0 0 0 O 0 0 D 0 D 0 0 D 0 0 0 0 0 0 0 13,642,615 Overhand Trench. o.o% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 A-rel Mortgage 0.0% 0 0 0 0 0 0 0 0 0 O 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 CDP OZ LLC 0.7% 350,000 350,000 0 0 0 0 0 O 0 0 0 D 0 D O 0 0 D 0 D 0 0 D 0 D 0 0 0 0 D 0 OCHFT 2.9% 1:410,349 0 0 1,450,349 D 0 0 0 0 0 0 D 0 0 0 0 0 D 0 D 0 0 0 0 0 0 0 0 0 0 0 City of Santa Ana 7.8% 3,904,3H 3,513,907 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 390,434 0 0 0 0 0 0 0 0 0 NPLH 14.7% 7,312,537 0 0 0 0 O 0 O 0 0 0 0 0 0 O D 0 0 0 0 0 0 0 0 D 0 0 0 0 D 7,312,537 County 0 Orange MHSA 8.6% 4,258,280 0 0 0 0 0 0 0 0 O 0 0 0 D 0 0 0 0 0 0 0 0 D 0 0 0 0 0 0 D 4,258,280 Defend Developer Fee 0.1% 26,210 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 26,210 General Penn. Equity 0.0% 0 0 0 0 0 0 0 O 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Gas Ca- Solar Thermal Subsidy 0.0% 0 0 D 0 D 0 0 O 0 O 0 D 0 D O D 0 D 0 D 0 0 0 0 D 0 0 0 0 D 0 SOMAH rebate 0.0% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Intemst on surplus Funds o.0% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N01 Durin Contraction 0.0% 0 0 0 0 0 O 0 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 4.55% 4.55% 4.55% 4.55% 4.55% 4.55% 4.55% 4,55% 2.00% 4.55% 4.55% 4.55% 4.55% 4.55% 4.51 4.55% 4.55% 4.55% 4.55% 4.55% 4.55% 4.55% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Land at $3,1d8,585 Per Acre or$72.28 Per SF 6,675,000 $6,675,000.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Assatiatetl Acq. Costs 72fi,288 $726,288.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 D 0 Prevailing Wage 0 $0.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Herd Cost Residential Tonal:$30,689,128;$361,049 Par Unit 22,879,658 $0,00 1,089,508 1,089,508 1,089,508 1,089,508 1,089,508 1,089,508 1,089,508 1,089,5080 1,089,508 1,089,508 1,089,508 1,089,508 1,089,5081 1,089,5081 1,089,508 1,089,508 1,089,508 1,089,508 1,089,508 1,089,508 1,089,508 0 0 0 0 0 0 0 0 Site Improvements 3,558,174 Sa.00 1,i8fi,058 1,186,058 1,186,058 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 D 0 0 0 0 D 0 General Conditions, Overhead, GC Fee 1400% 3,7081M $00O 018,57: 318,5]9 318,579 152,531 752,531 152,531 152,531 152,531 152,531 152,5310 152,531 112,531 152,531 152,537 152,531 152,531 152,21 152,531 152,531 152,531 111,465 0 D 0 0 0 0 D 0 GC Bondllnsurance lLetter of Credit 550,000 $550,000.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Had Cost Contingency onstruction lMerest(2.6%) at Perm. Rate r.145 5.00% 2.6D% 1,535,OOo 1,633,819 $0.00 $0.00 0 13,822 0 19,663 0 22,407 0 28,142 0 7 0 33,845 0 36,742 0 39,612 0 2,522 219,286 45,405 219,286 48,802 2IS286 52,282 20):206 219,288 219286 55,661 59,04 442 219,28E 65,843 0 69,749 0 72.7910 0 76Z 0 ,8fi5 0 82,161 0 85 0 85,045 0 85, 0 0 0 0 0 ,0451 85,0405I 85,095 I 85,045 Bridge Interest at 10.00% 0 $0,00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Construction Loan Facs 241,200 $241,200.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Conversion Fee 136,426 10.00 0 0 D 0 0 O 0 0 0 0 0 D 0 D 0 0 0 D 0 0 D 0 D 0 0 0 0 0 136,426 Bridge Loan Fees 0 $000 D 0 0 0 0 0 0 0 0 0 0 D 0 0 0 0 0 D 0 0 0 0 0 0 0 0 0 0 0 4% Related Costs l Cost of lssuanw a000 140,000.01 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Accounting B Audit 37,500 S3o.000.00 0 0 0 0 0 O 0 0 0 D 0 0 D 0 0 0 0 0 0 0 D 0 D 0 0 0 0 0 7,500 Appraisal l Market Study AN, to ure(Am 0, landscape Architect) 11,350 1,052,500 $11,I'd .0' $720,100.00 0 76,620 0 76,620 D 78,820 0 16,620 0 16,620 O 16,620 0 16,620 0 16,62a 0 16,620 0 16,620 0 16,620 0 16,620 0 0 0 16,620 1 16,6201 16,620 0 16,620 0 16,620 0 16,620 0 16,620 0 16,620 0 0 0 0 0 0 0 0 0 0 0 D 0 0 0 0 0 0 Civil Enginsenng 113,300 $9o,S0000 10,000 f0,000 2,500 0 0 O 0 O 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Construction Site Inspector 138,500 $12,500.00 1,001 6,000 6.001 6:1 6,000 fi,000 6,000 fi3Oo0 6,000 6,000 6,000 6,OOD 6,000 6,000 6,000 6,OOD 6,000 6,00D 6,D00 6,OOo 6,000 0 0 0 0 0 0 D 0 Consultanls(Geo, LEED,Dry lAilitias, Security, Bank lnsp.) 154,380 $60,000.00 4,779 4,719 4,779 4,719 4,779 4,719 4,779 4,719 4,779 4,779 4,719 4,778 4,719 4,779 4,719 4,779 4,719 4,778 4,719 4,719 0 0 0 0 0 0 0 0 0 E-Norerital(EIR, Phase 1, Asbestos, exo) 5,100 $5,100.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 FA. I Syndication Consutiant I Syndication Fee o So OD D 0 0 0 0 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 D 0 Fumishings 226,000 $0.00 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 2Q000 100,000 100,000 0 D 0 0 0 0 0 0 D 0 Special Inspections (Concrete, SWPPs) 75,000 $0.00 0 75,000 0 15,000 0 15,000 0 15,000 0 15,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Lease -up 8 MaMeting Expenses fi0,00o 50.00 0 0 0 0 0 O 0 O 0 0 0 0 O 0 0 0 20,000 20,000 20,000 0 0 0 0 0 0 0 0 0 0 Legal 275,000 $205,000 O 0 0 D 0 0 O 0 0 0 D 0 D O 0 0 D 0 0 0 0 D 0 D 0 0 0 0 0 70,000 Utility Undergrounding 100,000 $0.00 50,000 50,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Operating B Debt Service Reserve (3-mo's l debt) W 824 $0.00 0 0 0 0 0 O 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 343,824 Other (Lsase Up Reserve) Other(Admin, Repo, Shipping, Reimburaeables) 229,216 22,000 $0.00 $10,00000 D 600 0 600 0 600 0 600 0 600 O 600 0 600 0 600 0 600 D SOD 0 600 0 600 0 0 0 6001 6001 600 229,216 6U0 0 600 0 600 0 600 0 fi00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Impact Fees 1,445:871 81,445,871.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Insurance 80,OOo S8o000.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 D 0 0 0 0 D 0 Permit Fees 325,000 $325p0000 0 0 0 0 0 0 0 a 0 0 0 0 0 0 0 0 0 0 0 o D 0 0 0 0 0 0 0 0 Property Taxes 110,138 $60138.01 0 0 0 0 0 0 0 0 0 0 50,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Solar(SerchursB Panels) 0 $000 0 0 0 0 0 O 0 O 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 City Controlletl C.ntingency /OO,OOo $000 D a D D o O o O o D 0 0 O U D D o 10WOOD z00,oD0 100,OOo DDooDDo Soft Cost Contingency 272:600 $0.00 0 0 70,167 18,767 70,167 18,767 70,167 78,767 78,187 70,167 18,767 70,167 iILI 78,767 78,187 10,167 18,767 0 L 0 0 0 0 0 TexCmdiVBand Fear (App., Mon., 8 Res.) 58879 $58,879.00 0 0 0 0 0 O 0 O 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 00 0Tire Remding 55,OOo $3000O DO D 0 D 0 0 O 0 D 0 D 0 D O 0 0 0 0 D 0 0 D 0 0 0 0 0 25,000 Dveloper Warhead00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 000 D0000Devel0 erFee 2,500,000 8750000.00 0 000000000000 0 0 0 0 0 0 0 0 708210 Opening Balance 0 0 0 0 0 0 O 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 0 2.2(.1118 2,153,073 2,068,029 1,982,984 1,897,939 1,812,894 1,727,849 Advances D2,125,226) (2,695,905) (2,]16,]4fi) (2,646,990) D,313,119) (1,319,131) (1,33fi,989) (1,324,886) (1,342,757) (1,33o,fi66) (1,567,835) (1,fi06,232) (1,559,712) (1,563,091) (1,566,478) O,Sfi9,8]2) (1,802,489) (1,403,893) (1,580,935) (1,684,3fi0) (1,449,843) (1,331,133) (585,045) (85,045) (85,045) (85,045) (85,045) (85,045) (85,045) (1,288,960) Other Inflow 5,746,016 0 1,450,349 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 390,434 0 2,823,1. 0 0 0 0 0 0 38,037,878 Construction Loan Advances 6,379,210 2,695,905 1,266,397 2,646,990 7,313,719 1,379,131 7,336,989 1,324,886 7,342,757 1,330,668 7,567,835 1,608,232 1,559,772 7,563,091 1,588,478 7,569,872 1,802,489 7,403,893 1,580,935 7,684,360 7,059,409 7,331,733 0 0 0 0 0 0 0 0 Bnde Loan Advances 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 CONSTRUCTION LOAN BALANCE 4D,200,000 Jun-22 Jul-22 Aug 22 Sep22 OctC22 Nov-22 Dec22 Jan23 Feb-23 Mar-23 Apr-23 May23 Jun-23 Jul-23 Aug 23 Sep-23 00-23 Nov 23 Dec 23 Jan24 Feb-24 Me, 24 Apr-24 May-24 Jun24 Ju1-24 Aug-24 Sep-24 Oct24 Nov2d •... r r r r r 0 r r 39251,491 END LOAN BALANCE 39,2VA" 6,379,210 9,075,116 10,341, 51312,988,50314301,623 15,620,75416,957,743 18,282,629 19,625,386 20,956,052 22, 523.986 24,130,118 25, 689,830 27,252,921 28, 819,399 30,389,271 32, 191,760 33,595,654 35, 176.588 36,860,949 37,920,357 39,251,491 39,251,491 39,251.4" 39,251,491 39,251,4A 39,251,491 39,251,491 39,251.491 0 City Council 39 - 239 5/17/2022 EXHIBIT 4 Westview House Cash Flow Statement - Detailed INFLATOR: 2% /3% Services 971 82,570 jo 75,689 84,841 87,386 90,007 92,7038 95,489 98,31 101,304 104:343 107:474 110,698 114,019 117,439 120,963 124,591 MHSA, & OCHFT Monitoring Fees 450 38,229 35,043 39,280 40,459 41,672 42,923 44,210 45,537 46,903 48,310 49,759 51,252 52,789 54,373 56,004 57,684 USES 5,421 460,814 422,413 473,486 487,691 502,322 517,391 532,913 548,900 565,368 582,329 599,798 617,792 636,326 655,416 675,078 695,331 :ement Reserve 500 42.500 38,958 42,500 43,775 45,088 46,441 47,834 49,269 50,747 52,270 53,838 55,453 57,116 58,830 60,595 62,413 AL EXPENSES i • 685,985 i 628,820 •232 865,439 891,402 918,144 945,688 974,059 1,003,281 ,HARD DEBT RATIOS Debt Service Coverage Ratio (Hard) I I N/Al 1.00 1 1.22 1 1.23 1 1.25 1 1.26 1 1.27 1 1.28 1 1.32 1 1.33 1 1.35 1 1.36 1 1.37 1 1.38 1 1.39 1 1.40 &nbsp; City Council &nbsp;39 &ndash;&nbsp;240 5/ 17/2022 &nbsp; EXHIBIT 4 Exhibit D: City/Inclusionary Housing Program Loan Deed of Trust City Council 39 — 241 5/17/2022 EXHIBIT 4 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 When Recorded Mail to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council CITY INCLUSIONARY HOUSING PROGRAM DEED OF TRUST AND ASSIGNMENT OF RENTS (2530 & 2534 Westminster Avenue, Santa Ana, California) THIS DEED OF TRUST AND ASSIGNMENT OF RENTS ("Deed of Trust") is made as of this 26th day of May, 2022, by Westview House LP, a California limited partnership, ("Trustor"), to Fidelity National Title, as trustee ("Trustee"), for the benefit of the City of Santa Ana, a charter city and municipal corporation, as beneficiary ("Beneficiary"). FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein recited and the trust herein created, the receipt of which is hereby acknowledged, Trustor hereby irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION, for the benefit and security of Beneficiary, under and subject to the terms and conditions hereinafter set forth, Trustor's fee interest in the property located in the City of Santa Ana, State of California, that is described in Exhibit A, attached hereto and incorporated herein by this reference (the "Property"), on which Trustor intended to construct and operate an apartment complex commonly known as Westview House. TOGETHER WITH all interest, estates or other claims, both in law and in equity which Trustor now has or may hereafter acquire in the Property and the rents; TOGETHER WITH all easements, rights -of -way and rights used in connection therewith or as a means of access thereto, including without limiting the generality of the foregoing, all tenements, hereditament and appurtenances thereof and thereto; TOGETHER WITH any and all buildings, improvements and landscaping of every kind and description now or hereafter erected thereon, and all property of the Trustor now or hereafter affixed to or placed upon the Property (sometimes collectively referred to as the "Improvements"); i west,CkyoGouncil 39 — 242 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 TOGETHER WITH all building materials and equipment now or hereafter delivered to said Property and intended to be installed therein; TOGETHER WITH all right, title and interest of Trustor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street, open or proposed, adjoining the Property, and any and all sidewalks, alleys, strips and gores of land adjacent to or used in connection with the Property and/or Improvements; TOGETHER WITH all estate, interest, right, title, other claim or demand, of every nature, in and to such property, including the Property, both in law and in equity, including, but not limited to, all oil, gas and mineral rights (including royalty and leasehold rights relating thereto), all water and water rights and shares of stock relating thereto, all leases of all or any portion of the Property or Improvements entered into by Trustor as lessor or lessee, all options to purchase or lease all or any portion of the Property and/or Improvements, all deposits made with or other security given by Trustor to third parties including, utility companies, the proceeds from any or all of such property, including the Property, claims or demands with respect to the proceeds of insurance in effect with respect thereto, which Trustor now has or may hereafter acquire, any and all awards made for the taking by eminent domain or by and proceeding or purchase in lieu thereof of the whole or any part of such property; and TOGETHER WITH all articles of personal property or fixtures now or hereafter attached to, located on, installed in or used in and about the Property and/or Improvements, including without limitation, all partitions, generators, screens, boilers, furnaces, pipes, plumbing, elevators, cleaning and sprinkler systems, fire extinguishing machinery and equipment, water tanks, heating, ventilating, air conditioning and air cooling machinery and, equipment, gas and electric machinery and equipment and other appliances, machinery and equipment and other fixtures of every nature, all of which shall remain real property, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to the Property in any manner. TOGETHER WITH all present and future accounts, general intangibles, chattel paper, deposit accounts, investment property, instruments and documents as those terms are defined in the California Commercial Code, now or hereafter relating or arising with respect to the Property and/or Improvements and/or the use thereof or any improvements thereto, including without limitation: (i) all rights to the payment of money, including escrow proceeds arising out of the sale or other disposition of all or any portion of the Property and/or Improvements; (ii) all deposit accounts and other accounts and funds created under or pursuant to the Loan Agreement (as defined below), and the other Loan Documents, all amounts now or hereafter on deposit herein, and all interest and other earnings thereon with the exception of the operating reserve created pursuant to Borrower's Partnership Agreement (as defined in the Loan Agreement); (iii) all use permits, occupancy permits, construction and building permits, and all other permits and approvals required by any governmental or quasi -governmental authority in connection with the development, construction, use, occupancy or operation of the Property and/or Improvements; (iv) any and all agreements relating to the occupancy and/or operation of the Property and/or Improvements, including without limitation service, property management, landscaping, gardening, consulting and other contracts of every nature (to the extent the same are assignable); (v) all lease or rental agreements; (vi) all names under which the Property and/or Improvements 2 west,IgRy-Goyncil 39 — 243 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 are now or hereafter known and all rights to carry on business under any such names or any variant thereof, (vii) all trademarks relating to the Property and/or Improvements and/or the use, occupancy or operation thereof; (viii) all goodwill relating to the Property and/or Improvements and/or the use, occupancy or operation thereof, (ix) all insurance proceeds and condemnation awards arising out of or incidental to the ownership, use, occupancy or operation of the Property and/or Improvements; (x) all reserves, deferred payments, deposits, refunds, cost savings, bonds, insurance policies and payments of any kind relating to the Property and/or Improvements; (xi) all water stock, if any, relating to any Property and/or Improvements; (xii) all supplements, modifications and amendments to the foregoing and all present and future accessions, additions, attachments, replacements and substitutions of or to any or all of the foregoing; and (xiii) all cash and noncash proceeds and products of any or all of the foregoing, including without limitation all monies, deposit accounts, insurance proceeds and other tangible or intangible property received upon a sale or other disposition of any of the foregoing, whether voluntary or involuntary; and TOGETHER WITH all present and future goods, equipment and inventory, as those terms are defined in the California Commercial Code, and all other present and future personal property of any kind or nature whatsoever, now or hereafter located at, upon or about the Property and/or Improvements, or used or to be used in connection with or relating or arising with respect to the Property and/or Improvements, the use thereof or any improvements thereto. All of the foregoing, together with the Property, is herein referred to as the "Security". To have and to hold the Security together with acquittances to the Trustee, its successors and assigns forever. FOR THE PURPOSE OF SECURING: (a) Payment of and performance of all indebtedness of Trustor to Beneficiary as set forth in the Loan Agreement (defined in Section 1.5 below) and the Note (defined in Section 1.6 below) in the original principal amount of $1,514,113 until paid or canceled. Said principal and other payments shall be due and payable as provided in the Loan Agreement and the Note. The Loan Agreement and the Note and all their terms are incorporated herein by reference, and this conveyance shall secure any and all extensions thereof, however evidenced; (b) Payment and performance of any sums advanced by Beneficiary to protect the Security pursuant to the terms and provisions of this Deed of Trust with interest thereon as provided herein; (c) Payment and performance of every other obligation, covenant or agreement of Trustor contained in this Deed of Trust and in the other "Loan Documents" (as such term is defined in the Loan Agreement); (d) Payment and performance of all renewals, extensions, supplements, amendments and other modifications of any of the foregoing, including without limitation modifications that are evidenced by new or additional documents or that change the rate of interest on any obligation. All of the foregoing obligations are referred to collectively herein as the "Obligations". west,CkyoGouncil 39 — 244 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES: Section 1. DEFINITIONS 1.1 Defined Terms. In addition to the terms defined elsewhere in this Deed of Trust, the following terms shall have the following meanings in this Deed of Trust: "Debt Instrument" means any debt, loan, mortgage, deed of trust, regulatory agreement or security instrument relating to the Property or the Security, including, but not limited to, the Loan Documents. "Hazardous Substance" means: (a) any oil, flammable substance, explosive, radioactive material, hazardous waste or substance, toxic waste or substance or any other waste, material, or pollutant that (i) poses a hazard to the Property or to persons on the Property or (ii) causes the Property to be in violation of any Hazardous Substance Law; (b) asbestos in any form; (c) urea formaldehyde foam insulation; (d) transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls; (e) radon gas; (f) any chemical, material, or substance defined as or included in the definition of "hazardous substance," "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," or "toxic substances" or words of similar import under any applicable local, state, or federal law or under the regulations adopted or publications promulgated pursuant to those laws, including, but not limited to, any Hazardous Substance Law, Code of Civil Procedure § 564, as amended from time to time, Code of Civil Procedure § 726.5, as amended from time to time, Code of Civil Procedure §736, as amended from time to time, and Civil Code § 2929.5, as amended from time to time; (g) any other chemical, material, or substance, exposure to which is prohibited, limited, or regulated by any governmental authority with authority over the Property or which may pose a hazard to the health and safety of the occupants of the Property or the owners or occupants of property adjacent to or surrounding the Property, or any other person coming on the Property or any adjacent property; and (h) any other chemical, material, or substance that may pose a hazard to the environment. 4 west,04yoGouncil 39 — 245 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 "Hazardous Substance Claim" means any enforcement, cleanup, removal, remedial, or other governmental, regulatory, or private actions, agreements, or orders threatened, instituted, or completed pursuant to any Hazardous Substance Law together with all claims made or threatened by any third party against Trustor or the Property relating to damage, contribution, cost -recovery compensation, loss, or injury resulting from the presence, release or discharge of any Hazardous Substance. "Hazardous Substance Law" means any federal, state, or local law, ordinance, regulation, or policy relating to the environment, health, and safety, any Hazardous Substance (including, without limitation, the use, handling, transportation, production, disposal, discharge, or storage of the substance), industrial hygiene, soil, groundwater, and indoor and ambient air conditions or the environmental conditions on the Property, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 [42 USCS §§ 9601 et seq.], as amended from time to time; the Hazardous Substances Transportation Act [49 USCS §§ 1801 et seq.], as amended from time to time; the Resource Conservation and Recovery Act [42 USCS §§ 6901 et seq.], as amended from time to time; the Federal Water Pollution Control Act [33 USCS §§ 1251 et seq.], as amended from time to time; the Hazardous Substance Account Act [Health and Safety Code §§ 25300 et seq.], as amended from time to time; the Hazardous Waste Control Law [Health and Safety Code §§ 25100 et seq.], as amended from time to time; the Medical Waste Management Act [Health and Safety Code §§ 25015 et seq.], as amended from time to time; and the Porter -Cologne Water Quality Control Act [Water Code §§ 13000 et seq.], as amended from time to time. "Loan Agreement" means that certain Loan Agreement, which terms and provision are incorporated into this Deed of Trust by reference, of even date herewith between Trustor and Beneficiary. "Note" means that certain promissory note of even date herewith executed by the Trustor, the payment of which is secured by this deed of Trust. "Principal" means the aggregate of all principal and interest due under the Note. "Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment, including continuing migration, of Hazardous Substances that goes into the soil, surface water, or groundwater of the Property, whether or not caused by, contributed to, permitted by, acquiesced to, or known to Trustor. Section 2. GENERAL COVENANTS OF TRUSTOR REGARDING THE PROPERTY, IMPROVEMENTS AND SECURITY 2.1. Payment of Secured Obligations. Trustor shall duly and punctually pay and perform all Obligations, including but not limited to all terms, covenants, conditions and agreements set forth in the Debt Instruments, the Loan Agreement, the Note and any other agreement of any nature whatsoever now or hereafter involving or affecting the Security or any part thereof. 5 west,CkyoGouncil 39 — 246 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 2.2. Maintenance, Repair and Modification. (a) The Trustor agrees that at all times prior to full payment of the sum owed under the Note, the Trustor will, at the Trustor's own expense, maintain, preserve and keep the Security or cause the Security to be maintained and preserved in good condition and repair and in a prudent and businesslike manner. The Trustor will from time to time make or cause to be made all repairs, replacements and renewals to the Security, which are necessary or appropriate. The Beneficiary shall have no responsibility in any of these matters or for the making of improvements or additions to the Security. (b) Trustor shall not remove, demolish or substantially alter any of the Improvements, other than to make repairs in the ordinary course of business of a non-structural nature which serve to preserve or increase the value of the Security without Beneficiary's prior written consent, which consent shall not be unreasonably withheld so long as Trustor provides reasonable evidence to Beneficiary that, following such demolition and restoration and/or alteration, the Improvements shall have a fair market value at least equal to their fair market value prior to such demolition and restoration and/or alteration; Trustor shall complete promptly and in a good and workmanlike manner any Improvement which may now or hereafter be constructed and promptly restore in like manner any Improvement which may be damaged or destroyed thereon from any cause whatsoever, and pay when due all claims for labor performed and materials furnished therefor; Trustor shall comply with all laws, ordinances, rules, regulations, covenants, conditions, restrictions and orders of any governmental authority now or hereafter affecting the conduct or operation of Trustor's business or the security or any part thereof or requiring any alteration or improvement to be made thereon; Trustor shall not commit, suffer or permit any act to be done in, upon or to the Security or any part thereof in violation of any such laws, ordinances, rules, regulations or orders, or any covenant, condition or restriction now or hereafter affecting the Security; Trustor shall not commit or permit any waste or deterioration of the Security, and shall keep and maintain abutting grounds, sidewalks, roads, parking and landscape areas in good and neat order and repair; Trustor will not take (or fail to take) any action, which if taken (or not so taken) would increase in any way the risk of fire or other hazard occurring to or affecting the Security or otherwise would impair the security of Beneficiary in the Security; Trustor shall comply with the provisions of all leases, if any, constituting a portion of the Security; Trustor shall not abandon the Security or any portion thereof or leave the Security unprotected, unguarded, vacant or deserted; Trustor shall not initiate, join in or consent to any change in any zoning ordinance, general plan, specific plan, private restrictive covenant or other public or private restriction limiting the uses which may be made of the Security by Trustor or by the owner thereof; Trustor shall secure and maintain in full force all permits necessary for the use, occupancy and operation of the Security; except as otherwise prohibited or restricted by the Loan Agreement and the other instruments and documents executed in connection with the transaction to which the Loan Agreement pertains or any of them, Trustor shall do any and all other acts which may be reasonably necessary to protect or preserve the value of the Security and the rights of Trustee and Beneficiary with respect thereto. 2.3. Granting of Easements. ti west,04yoGouncil T 39 — 247 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 Trustor may not grant easements, licenses, rights -of -way or other rights or privileges in the nature of easements with respect to any property or rights included in the Security except those required or desirable for installation and maintenance of public utilities including, without limitation, water, gas, electricity, sewer, telephone and telegraph, or those required by law. 2.4. Agreement to Pay Attorneys' Fees and Expenses. In the event of any Event of Default (as defined below) hereunder, and if the Beneficiary should employ attorneys or incur other expenses for the collection of amounts due or the enforcement of performance or observance of an obligation or agreement on the part of the Trustor in this Deed of Trust, the Trustor agrees that it will, on demand therefor, pay to the Beneficiary the reasonable fees of such attorneys and such other reasonable expenses so paid by the Beneficiary; and any such amounts paid by the Beneficiary shall be added to the indebtedness secured by the lien of this Deed of Trust, and shall bear interest from the date such expenses are paid at the Agreed Rate (as defined in Section 3.1(d) below). 2.5. Payment of the Principal. The Trustor shall pay to the Beneficiary the Principal and any other payments as set forth in the Note in the amounts and by the times set out therein. 2.6. Fixture Filing and Security Agreement. (a) To the maximum extent permitted by law, the personal property subject to this Deed of Trust shall be deemed to be fixtures and part of the real property and this Deed of Trust shall constitute a fixture filing under the California Commercial Code. As to any personal property not deemed or permitted to be fixtures, this Deed of Trust shall constitute a security agreement under the California Commercial Code and Trustor hereby grants to Beneficiary a security interest in all of Trustor's right, title and interest, whether now existing or hereafter arising, in and to any portion of the Property which constitutes personal property (the "Personal Property"). (b) Trustor hereby represents and warrants to Beneficiary that: (1) Trustor is the owner of the Personal Property and no other person has any right, title, claim or interest (by way of security interest or other lien or charge or otherwise) in, against or to the Personal Property other than any senior lender or lien holder approved in writing by Beneficiary; (2) the Personal Property is free from all liens, security interests, encumbrances and adverse interests, except Permitted Encumbrances (hereinafter defined); (3) no financing statement or similar filing covering any of the Personal Property, and naming any secured party other than Beneficiary and the holders of Permitted Encumbrances, is on file in any public office; (4) each account, general intangible, chattel paper, deposit account, instrument, document, agreement, contract or right to the payment of money constituting Personal Property (collectively, the "Rights to Payment"), if any, is genuine and enforceable in accordance with its terms against the parry obligated to pay the same and (5) the Personal Property is not used nor was the Personal Property purchased for personal or family use by Trustor. 7 west,04yoGouncil 39 — 248 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 (c) Trustor hereby agrees: (1) to pay, prior to delinquency, all taxes, assessments, charges, encumbrances and liens now or hereafter imposed upon or affecting all or any part of the Personal Property; (2) not to amend, modify, supplement, terminate or cancel any of the Personal Property; (3) without the prior written consent of Beneficiary, not to remove all or any part of the tangible Personal Property from the Property; (4) to give Beneficiary thirty (30) days' prior written notice of any change in Trustor's residence, principal place of business, chief executive office or trade names or styles; (5) to appear in and defend any action or proceeding which may affect the Personal Property (including, without limitation, actions, proceedings and claims which may affect Trustor's title to the Personal Property or the validity or priority of Beneficiary's security interest in the Personal Property); (6) to indemnify Beneficiary against all claims, demands and liabilities of every kind caused by the Personal Property; and (7) upon not less than 72 hours' prior written notice and during regular business hours, to permit Beneficiary to enter Trustor's premises to inspect the Personal Property; provided, that Trustor shall have the right to require that a representative of Trustor be present during any such entry made while any construction and/or rehabilitation work is occurring. Trustor further agrees (8) to fully and timely perform all of its obligations under and with respect to all Rights of Payment and to diligently enforce all of the obligations of each obligor thereunder; (9) not to amend, modify, supplement, cancel or terminate any of the Rights to Payment in any material respect without the prior written consent of Beneficiary; (10) to keep the Rights to Payment and all proceeds free and clear of all defaults, defenses, rights of offset and counterclaim; (11) to take or bring, in Beneficiary's name or in the name of Trustor, as Beneficiary may require, all actions, suits or proceedings reasonably deemed necessary by Beneficiary to effect collection or to realize upon Rights to Payment; and (12) not to commingle Rights to Payment or collections thereunder with other property. (d) As soon as practicable, and in any event within ten (10) days, Trustor shall notify Beneficiary of. (1) any attachment or other legal process levied against any of the Personal Property; (2) any information received by Trustor which may in any manner materially and adversely affect the value of the Personal Property or the rights and remedies of Beneficiary with respect thereto; and (3) the removal of any of the Personal Property to a new location other than in the ordinary course of business and the removal of any records of Trustor relating to the Personal Property to any location other than the Land and Improvements. (e) Trustor hereby irrevocably constitutes and appoints Beneficiary as its attorney -in - fact to, after the occurrence and during the occurrence of an Event of Default: (1) perform any obligation of Trustor hereunder in Trustor's name or otherwise; (2) give notice of Beneficiary's rights in the Rights to Payment, to enforce the same, and make extension agreements with respect thereto; (3) release persons liable on the Rights to Payment and to give receipts and acquittances and compromise disputes in connection therewith; (4) release security for the Rights to Payment; (5) resort to security for the Rights to Payment in any order; (5) prepare, execute, file, record or deliver notes, assignments, schedules, designation statements, financing statements, continuation statements, termination statements, and other documents to perfect preserve or release Beneficiary's interest in the Rights to Payment; and (6) do all acts and things and execute all documents in the name of Trustor or otherwise, deemed by Beneficiary as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder. The power of attorney granted hereunder is coupled with an interest and is irrevocable. 8 west,Cky-Goyncil 39 — 249 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 2.7. Financing Statement. The Trustor shall execute and deliver to the Beneficiary such financing statements pursuant to the appropriate statutes, and any other documents or instruments as are required to convey to the Beneficiary a valid perfected security interest in the Security. The Trustor agrees to perform all acts that the Beneficiary may reasonably request so as to enable the Beneficiary to maintain such valid perfected security interest in the Security in order to secure the payment of the Note in accordance with its terms. The Beneficiary is authorized to file a copy of any such financing statement in any jurisdiction(s) as it shall deem appropriate from time to time in order to protect the security interest established pursuant to this instrument. 2.8. Operation of the Security. The Trustor agrees and covenants to operate the Security in full compliance with the Loan Agreement and the Debt Instruments. 2.9. Inspection of the Security. The Trustor covenants and agrees that at any and all reasonable times during regular business hours and upon not less than 72 hours' prior written notice, the Beneficiary and its duly authorized agents, attorney's experts, engineers, accountants and representatives, shall have the right, without payment of charges or fees, to inspect all or any portion of the Security, including, but not limited to, the right to inspect and copy all reports and records pertaining thereto provided, that Trustor shall have the right to require that a representative of Trustor be present during any entry onto the Property made while any construction and/or rehabilitation work is occurring. 2.10. Nondiscrimination. The Trustor herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, age, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Security, nor shall the Trustor itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Security. The foregoing covenants shall run with the land. 2.11. Subrogation and Waiver of Offset. (a) Trustor waives any and all right to claim or recover against Beneficiary, its officers, employees, agents and representatives, for loss of or damage to Trustor, the Security, Trustor's property or the property of others under Trustor's control from any cause insured against or required to be insured against by the provisions of this Deed of Trust; provided, however, that this waiver of subrogation shall not be effective with respect to any policy of insurance permitted or required by this Deed of Trust if (i) such policy prohibits, or if coverage thereunder would be reduced as a result of, such waiver of subrogation and (ii) Trustor is unable A west,CkyoGoUncll 39 — 250 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 to obtain from a carrier issuing such insurance a policy that, by special endorsement or otherwise, permits such a waiver of subrogation. (b) Except as otherwise specifically provided herein, all amounts payable by Trustor pursuant to this Deed of Trust shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Trustor hereunder shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of. (i) any damage to or destruction of or any condemnation or similar taking of the Security or any part thereof, (ii) any restriction or prevention of or interference by any third party with any use of the Security or any part thereof, (iii) any title defect or encumbrance or any eviction from the Security or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Beneficiary, or any action taken with respect to this Deed of Trust by any trustee or receiver of Beneficiary, or by any court, in any such proceeding; (v) any claim which Trustor has or might have against Beneficiary; (vi) any default or failure on the part of Beneficiary to perform or comply with any of the terms hereof or of any other agreement with Trustor; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing. Except as expressly provided herein, Trustor waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any sum secured hereby and payable by Trustor. 2.12. Utilities. Trustor shall pay or cause to be paid when due all utility charges which are incurred for the benefit of the Security or which may become a charge or lien against the Security for gas, electricity, water, sewer services or other fees and charges for utilities furnished to the Security and all other assessments or charges of a similar nature, whether public or private, affecting or related to the Security or any portion thereof, whether or not such taxes, assessments or charges are or may become liens thereon. 2.13. Actions by Beneficiary to Preserve Property. If Trustor fails to make any payment or to do any act as and in the manner provided in this Deed of Trust, Beneficiary and Trustee, and each of them, each in its own discretion, without obligation to do so, without releasing Trustor from any Obligation, and subject only to the notice and cure provisions of the Loan Agreement, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof. In connection therewith (without limiting their general and other powers, whether conferred herein, in another Loan Document or by law), Beneficiary and Trustee shall each and are hereby given the right, but not the obligation: (i) to enter upon and take possession of the Security; (ii) to make additions, alterations, repairs and improvements to the Security which either of them consider necessary or proper to keep the Security in good condition and repair; (iii) to appear and participate in any action or proceeding which may affect the security hereof or the rights or powers of Beneficiary or Trustee; (iv) to pay, purchase, contest or compromise any encumbrance, claim, charge, lien or debt which in the judgment of either may affect the security of this Deed of Trust or be prior or superior hereto; and (v) in exercising such powers to pay necessary expenses, including In west,Cky-Goyncil w 39 — 251 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 employment of counsel or other necessary or desirable consultants. Trustor shall reimburse Beneficiary on demand for all costs incurred by Beneficiary in connection with actions which Beneficiary reasonably deems advisable to protect its interest under the Loan Agreement and all such amounts shall bear interest at the Agreed Rate following demand and be secured hereby. 2.14. Transfer of Property by Trustor. Prior to repayment of the Note, Trustor agrees that Trustor shall not sell or transfer the Security or any interest therein or sell or transfer all or substantially all of the assets of Trustor or any of them except as may be provided in the Loan Agreement. 2.15. Additional Security. No other security now existing, or hereafter taken, to secure the Obligations secured hereby or the liability of any maker, surety guarantor or endorser with respect to such Obligations, or any of them, shall be impaired or affected by the execution of this Deed of Trust; and all additional security shall be taken, considered and held as cumulative. The taking of additional security, execution of partial releases of the Security, or any extension of the time of payment of the indebtedness shall not diminish the force, effect or lien of this Deed of Trust and shall not affect or impair the liability of any maker, surety, guarantor or endorser for the payment of said indebtedness. In the event Beneficiary at any time holds additional security for any of the Obligations secured hereby, it may enforce the sale thereof or otherwise realize upon the same, at its option, either before, concurrently, or after a sale is made hereunder. 2.16. Liens. Trustor shall not cause, incur suffer or permit to exist or become effective any lien, encumbrance or charge upon all or any part of the Property, the Improvements or any interest therein other than (a) easements, rights of way, covenants, conditions, restrictions, liens, and other title limitations approved in writing by Beneficiary prior to the execution of this Deed of Trust, (b) immaterial easements and rights of way which are required by governmental authorities as a condition to the use and operation of the Improvements which are approved in writing by Beneficiary after the execution of this Deed of Trust, and (c) easements, rights of way, covenants, conditions, restrictions, liens and other title limitations allowed pursuant to Section 2.3 hereof (the "Permitted Encumbrances"). Trustor shall pay and promptly discharge, at Trustor's cost and expense, all liens, encumbrances and charges upon the Security, or any part thereof or interest therein other than the Permitted Encumbrances; provided, that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Trustor shall have the right to contest in good faith the validity of any such lien, encumbrance or charge, provided Trustor shall first deposit with the Beneficiary a bond or other security reasonably satisfactory to Beneficiary in such amounts as Beneficiary shall reasonably require, but not more than one hundred fifty percent (150%) of the amount of the claim or shall post a bond authorized by statute in lieu thereof, and provided further that Trustor shall thereafter diligently proceed to cause such lien, encumbrance or charge to be removed and discharged. If Trustor shall fail to remove and discharge any such lien, encumbrance, or charge, then, in addition to any other right or remedy of Beneficiary, Beneficiary may, but shall not be 11 west,CkyoGouncil 39 — 252 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 obligated to, discharge the same, without inquiring into the validity of such lien, encumbrance or charge nor into the existence of any defense or offset thereto, either by paying the amount claimed to be due, or by procuring the discharge of such lien, encumbrance or charge by depositing in court a bond or the amount claimed, or otherwise giving security for such claim, in such manner as is or may be prescribed by law. Trustor shall, promptly upon demand therefor by Beneficiary, pay to Beneficiary an amount equal to all costs and expenses incurred by Beneficiary in connection with the exercise by Beneficiary of the foregoing right to discharge any such lien, encumbrance or charge, together with interest thereon from the date of such expenditure at the Agreed Rate and, until paid, such sums shall be secured hereby. 2.17. Beneficiary's Powers. Without affecting the liability of any other person liable for the payment of any Obligation herein mentioned, and without affecting the lien or charge of this Deed of Trust upon any portion of the Security not then or theretofore released as security for the full amount of all unpaid Obligations, Beneficiary may, from time to time and without notice: (a) release any person so liable, (b) extend the maturity or alter any of the terms of any such Obligation (to the extent that Beneficiary is so allowed under the Loan Agreement), (c) grant other indulgences, (d) release or reconvey, or cause to be released or reconveyed at any time at Beneficiary's option any parcel, portion or all of the Security, (e) take or release any other or additional security for any Obligation herein mentioned, or (f) make compositions or other arrangements with debtors in relation thereto. By accepting payment or performance of any Obligation secured by this Deed of Trust after the payment or performance thereof is due or after the filing of notice of default and election to sell (other than satisfaction in full of the Obligations), Beneficiary shall not have thereby waived its right to require prompt payment or performance, when due, of all other Obligations secured hereby, or to declare a default for failure so to pay or perform, or to proceed with the sale under any notice of default and election to sell theretofore given by Beneficiary, or with respect to any unpaid balance of the indebtedness secured hereby. The acceptance by Beneficiary of any sum in an amount less than the sum then due shall not constitute a waiver of the obligation of Trustor to pay the entire sum then due. Trustor's failure to pay the entire sum then due shall continue to be a default, notwithstanding the acceptance of partial payment, and, until the entire sum then due shall have been paid, Beneficiary or Trustee shall at all times be entitled to declare a default and to exercise all the remedies herein conferred, and the right to proceed with a sale under any notice of default and election to sell shall in no way be impaired, whether or not such amounts are received prior or subsequent to such notice. No delay or omission of Trustee or Beneficiary in the exercise of any other right or power hereunder shall impair such right or power or any other right or power nor shall the same be construed to be a waiver of any default or any acquiescence therein. 2.18. Suits to Protect Property. Trustor agrees to appear in and defend any action or proceeding purporting to affect the security of this Deed of Trust or any additional or other security for the obligations secured, the interest of Beneficiary of the rights, powers and duties of Trustee, and to pay all costs and expenses, including without limitation, cost of evidence of title and reasonable attorneys' fees, in any action or proceeding in which Beneficiary or Trustee may appear to be made a party, including, but not limited to, foreclosure or other proceeding commenced by those claiming a west,CkyoGouncil 39 — 253 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 right to any part of the Property under subordinate liens, in any action to partition or condemn all or part of the Property, whether pursued to final judgment, and in any exercise of the power of sale in this Deed of Trust, whether the sale is actually consummated. Section 3. TAXES AND INSURANCE; ADVANCES 3.1. Taxes, Other Governmental Charges and Utility Charges. (a) Trustor shall pay, prior to delinquency, all real property taxes and assessments, general and special, and all other charges of any kind, including without limitation non- governmental levies or assessments such as maintenance charges, levies or other charges resulting from covenants, conditions and restrictions affecting the Security, which are assessed or imposed upon the Security or upon Trustor as owner or operator of the Security, or become due and payable, and which create or may create a lien upon the Security, or any part thereof, or upon any personal property, equipment or other facility used in the operation or maintenance thereof (all the above collectively hereinafter referred to as "Impositions"); provided, however, that if, by law, any Imposition is payable, or may at the option of the taxpayer be paid, in installments, Trustor may pay the same in installments (together with any interest charged) as the same become due and before any fine, penalty or cost may be added thereto for the nonpayment of any such installment. Notwithstanding the foregoing, Trustor shall have the right to diligently contest, in good faith and by appropriate proceedings, the validity of any Imposition, so long as Trustor demonstrates to Beneficiary that Trustor is maintaining sufficient reserves for the payment of all contested liabilities and so long as the security and value of Beneficiary's interest under this Deed of Trust are not impaired as a result of such contest. (b) If at any time after the date hereof there shall be assessed or imposed (1) a tax or assessment on the Security in lieu of or in addition to the Impositions payable by Trustor pursuant to this Section 3.1 hereof, or (2) a license fee, tax or assessment imposed on Beneficiary and measured by or based in whole or in part upon the amount of the outstanding Obligations secured hereby, then all such taxes, assessments or fees shall be deemed to be included within the term "Impositions" as defined in this Section and Trustor shall pay and discharge the same as herein provided with respect to the payment of Impositions. If Trustor fails to pay such Impositions prior to delinquency or if Trustor is prohibited by law from paying such Impositions, Beneficiary may at its option declare all Obligations secured hereby, together with all accrued interest thereon, immediately due and payable. Anything to the contrary herein notwithstanding, Trustor shall have no obligation to pay any franchise, estate, inheritance, income, excess profits or similar tax levied on Beneficiary or on the Obligations secured hereby. (c) Trustor shall deliver to Beneficiary within thirty (30) days after the date upon which any such Imposition is due and payable by Trustor official receipts of the appropriate taxing authority, or other proof reasonably satisfactory to Beneficiary, evidencing the payment thereof. Trustor shall not suffer, permit or initiate the joint assessment of any real and personal property which may constitute all or a portion of the Security and the personal property or suffer, permit or initiate any other procedure whereby the lien of real property taxes and the lien of personal property taxes shall be assessed, levied or charged to the Security as a single Lien. Trustor shall cause to be furnished to Beneficiary a tax reporting service, covering the Property, of a type and duration, and with a company, reasonably satisfactory to Beneficiary. L2 west,Cky-GoUncll 39 — 254 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 (d) In the event that Trustor shall fail to pay any of the foregoing items required by this Section to be paid by Trustor, Beneficiary may (but shall be under no obligation to) pay the same, after the Beneficiary has notified the Trustor of such failure to pay and the Trustor fails to fully pay such items within fifteen (15) business days after receipt of such notice. Any amount so advanced therefor by Beneficiary, together with interest thereon from the date of such advance at the lesser of twelve percent (12%) per annum or the maximum rate permitted by law (hereinafter the "Agreed Rate"), shall become an additional Obligation of Trustor to the Beneficiary and shall be secured hereby, and Trustor agrees to pay all such amounts. 3.2. Insurance. (a) Trustor agrees to provide insurance conforming in all respects to that required under the Loan Agreement at all times until all amounts secured by this Deed of Trust have been paid and all other Obligations secured hereunder fulfilled, and this Deed of Trust reconveyed. All such insurance policies and coverages shall be maintained at Trustor's sole cost and expense. (b) All said insurance shall have attached thereto a lender's loss payable endorsement for the benefit of Beneficiary in form reasonably satisfactory to the Beneficiary and/or shall name Beneficiary as an additional insured, as Beneficiary may require, and shall contain an endorsement or agreement by the insurer that any loss shall be payable in accordance with the terms of such policies notwithstanding any act or negligence of Trustor or any party holding under Trustor which might otherwise result in forfeiture of said insurance and the further agreement of the insurer waiving all rights of setoff, counterclaim and deduction against Trustor. At Beneficiary's option, Trustor shall furnish Beneficiary with an original of all required policies of insurance and/or a certificate of insurance with all required endorsements for each required policy setting forth the coverage, the limits of liability, the deductible, if any, the name of the carrier, the policy number, and the period of coverage, which certificates and endorsements shall be executed by authorized officials of the companies issuing such insurance, or any agents or attorneys -in -fact authorized to issue said certificates and endorsements (in which event each such certificate and endorsements shall be accompanied by a notarized affidavit, agency agreement or power of attorney evidencing the authority of the signatory to issue such certificate on behalf of the insurer named therein), accompanied by a certificate from Trustor that the insurance satisfies the requirements of the Loan Agreement, and that Beneficiary may conclusively rely on such certificates. If Beneficiary consents (which consent shall not be unreasonably withheld or delayed), Trustor may provide any of the required insurance through blanket policies carried by Trustor and covering more than one location; provided, however, all such policies shall be in form and substance and issued by companies reasonably satisfactory to Beneficiary. (c) At least thirty (30) days prior to the expiration of each required policy, Trustor shall deliver to Beneficiary evidence reasonably satisfactory to Beneficiary of the payment of premium and the renewal or replacement of such policy continuing insurance in form as required by this Deed of Trust or the Loan Agreement. All such policies shall contain a provision that, notwithstanding any contrary agreement between Trustor and the insurance company, such policies will not be canceled, allowed to lapse without renewal, surrendered or materially amended (which term shall include any reduction in the scope, or limits of coverage), other than for nonpayment, without at least thirty (30) days prior written notice to Beneficiary. L4 west,CkyoGouncil 39 — 255 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 (d) In the event of foreclosure of this Deed of Trust or other transfer of title or assignment of the Property in extinguishment, in whole or in part, of the debt secured hereby, all right, title and interest of Trustor in and to all policies of insurance required by Section 3.2 hereof and any unearned premiums paid thereon shall, without further act, be assigned to and shall inure to the benefit of and pass to the successor in interest to Trustor or the purchaser or grantee of the Property, and Trustor hereby appoints Beneficiary its lawful attorney -in -fact to execute an assignment thereof and any other document necessary to effect such transfer. 3.3. Advances. In the event the Trustor shall fail to maintain the full insurance coverage required by this Deed of Trust or shall fail to keep the Security in accordance with the Loan Agreement, the Beneficiary, after at least twenty (20) days prior written notice to Trustor, may (but shall be under no Obligation to) take out the required policies of insurance and pay the premiums on the same or may make such repairs or replacements as are necessary and provide for payment thereof, and all amounts so advanced therefor by the Beneficiary shall become an additional Obligation of the Trustor to the Beneficiary (together with any applicable interest) and shall be secured hereby, which amounts the Trustor agrees to pay on the demand of the Beneficiary, and if not so paid, shall bear interest from the date of the advance at the Agreed Rate. Section 4. DAMAGE, DESTRUCTION OR CONDEMNATION 4.1. Casualties. Trustor shall give prompt written notice to Beneficiary upon the occurrence of casualty to or in connection with the Security or any part thereof, whether or not covered by insurance. In the event of such casualty Trustor hereby absolutely and unconditionally assigns to Beneficiary all insurance proceeds which it may be entitled to receive and such proceeds shall be delivered to and held by Beneficiary to be applied to Beneficiary's expenses in settling, prosecuting or defending any insurance claim, and then to the restoration of any portion of the Security that has been damaged or destroyed to the same condition, character and value as existed prior to such damage or destruction so long as the following conditions are satisfied: (i) Trustor is not in default hereunder (other than any default resulting from such casualty), (ii) Beneficiary's security is not materially impaired, (iii) all income (from the Security or otherwise) required to pay all debt service and operating expenses of the Security during such restoration and thereafter will be equal to or greater than the income which was required to pay such debt service and operating expenses prior to the casualty, (iv) Trustor evidences to the reasonable satisfaction of Beneficiary that the insurance required to be maintained hereunder will be available to the Trustor during restoration and thereafter, (v) Beneficiary shall have approved the plans and specifications for such restoration, which approval shall not be unreasonably withheld or delayed, and (vi) in the event that in Beneficiary's reasonable judgment the insurance proceeds and any amounts deposited with a senior lender are not sufficient to accomplish restoration, Trustor deposits with the Beneficiary or senior lender, if and to the extent required by that senior lender pursuant to the terms of the senior debt instrument, within five days of demand by Beneficiary, the additional amounts necessary to accomplish restoration. Proceeds disbursed for restoration will be released to Trustor in accordance with Beneficiary's then current customary disbursement procedures. In the event any of the conditions set forth above are not satisfied or if I- west,CkyoGouncil 39 — 256 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 the insurance proceeds shall not be applied to the restoration of the Security within thirty days after receipt of such proceeds by Beneficiary, Beneficiary may release such proceeds to Trustor without such release being deemed a payment of any indebtedness secured hereby, rather than apply such proceeds to the restoration of the Security. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If the Security is restored at a cost less than the available insurance proceeds, then such excess proceeds shall, if Trustor is not then in default hereunder, be paid over to Trustor. Beneficiary may commence, appear in, defend or prosecute any assigned claim or action, and may adjust, compromise, settle and collect all claims, proceeds and awards assigned to Beneficiary, but shall not be responsible for any failure to collect any claim, proceeds or award, regardless of the cause of the failure. 4.2. Condemnation. Promptly upon its obtaining knowledge of the institution or the threatened institution of any proceeding for the condemnation or other taking for public or quasi -public use of the Security or any part thereof, or if the same be taken or damaged by reason of any public improvement or condemnation proceeding, or in any other manner, or should Trustor receive any notice or other information regarding such proceedings, action, taking or damage, Trustor shall promptly notify Trustee and Beneficiary of such fact. Trustor shall then, if requested by Beneficiary, file or defend its right thereunder and prosecute the same with due diligence to its final disposition and shall cause any award or settlement to be paid to Beneficiary in accordance with the provisions of the Loan Agreement. At Beneficiary's option, Beneficiary or Trustor may be the nominal party in such proceeding but in any event Beneficiary shall be entitled, without regard to the adequacy of its security, to participate in, appear in, prosecute and settle, jointly with Trustor to control the same and to be represented therein by counsel of its choice, and Trustor will deliver, or cause to be delivered, to Beneficiary such instruments as may be requested by it from time to time to permit such participation. Trustor and Beneficiary agree to act in good faith with respect to any consent, settlement, or award arising out of said prosecution. If the Security or any part thereof is taken or diminished in value, or if a consent settlement is entered, by or under threat of such proceedings, all compensation, awards, damages, rights of action proceeds and settlements payable to Trustor by virtue of its interest in the security shall be and hereby are assigned, transferred and set over into Beneficiary to be held by it, in trust, subject to the lien and security interest of this Deed of Trust. All such proceeds shall be first applied to reimburse Trustee and Beneficiary, for all costs and expenses, including reasonable attorneys' fees, incurred in connection with the collection of such award or settlement, and then to the restoration of any portion of the Security that has been taken to the similar condition, character and value as existed prior to such taking so long as the following conditions are satisfied: (i) Trustor is not in default hereunder, (ii) Beneficiary's security is not materially impaired, (iii) all income (from the Security or otherwise) required to pay all debt service and operating expenses of the Security during such restoration and thereafter will be equal to or greater than the income which was required to pay such debt service and operating expenses prior to the casualty, (iv) Trustor evidences to the reasonable satisfaction of Beneficiary that the insurance required to be maintained hereunder will be available to the Trustor during restoration and thereafter, (v) Beneficiary shall have approved the plans and specifications for such restoration, and (vi) in the event that in Beneficiary's reasonable judgment the insurance proceeds and any amounts deposited with a senior lender are not sufficient to accomplish lb west,Cky-Goyncil 39 — 257 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 restoration, Trustor deposits with the Beneficiary or senior lender, if and to the extent required by that senior lender pursuant to the terms of the senior Debt Instrument, within five days of demand by Beneficiary, the additional amounts necessary to accomplish restoration. Application or release of proceeds as provided herein shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. Section 5. ENVIRONMENTAL COVENANTS OF TRUSTOR 5.1. Disclosures By Trustor. Except as disclosed in writing to, and acknowledged and accepted in writing by Beneficiary, Trustor represents and warrants that: (a) during the period of Trustor's ownership of the Property (1) there has been no use, generation, manufacture, storage, treatment, disposal, discharge, Release, or threatened Release of any Hazardous Substance by any person on or around the Property except in such small quantities as are customary and usual in the ordinary course of constructing, using and operating a residential housing business on the Property and in strict compliance with all Hazardous Substances Laws, and (2) there have been no Hazardous Substances transported over or through the Property; (b) Trustor has no knowledge of, or reason to believe that, there has been: (1) any use, generation, manufacture, storage, treatment, disposal, Release, or threatened Release of any hazardous waste or substance by any prior owners or prior occupants of the Property or by any third parties onto the Property, or (2) any actual or threatened litigation or claims of any kind by any person relating to these matters; (c) to Trustor's knowledge, no Hazardous Substances in excess of permitted levels or reportable quantities under applicable Hazardous Substance Laws are present in or about the Property or any nearby real property that could migrate to the Property; (d) to Trustor's knowledge, no Release or threatened Release exists or has occurred; (e) to Trustor's knowledge, no underground storage tanks of any kind are or ever have been located in or about the Property; (f) the Property and all of Trustor's contemplated operations and activities at, and Trustor's contemplated use and occupancy of, the Property comply with all applicable Hazardous Substance Laws; 17 west,CkyoGouncil 39 — 258 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 (g) Trustor is now in strict compliance with, every permit, license, and approval required by all applicable Hazardous Substance Laws for all activities and operations at, and the use and occupancy of, the Property; (h) to Trustor's knowledge, there are no Hazardous Substance Claims pending or threatened with regard to Property or against Trustor; (i) to Trustor's knowledge the Property has not been nor is it within 2,000 feet of any other property designated as "hazardous waste property" or "border zone property" pursuant to Health and Safety Code §§ 25220 et seq., and no proceedings for a determination of this designation are pending or threatened; 0) to Trustor's knowledge, there exists no occurrence or condition on any real property adjoining or within 2,000 feet of the Property that would cause the Property or any part of it to be designated as "hazardous waste property" or "border zone property" under the provisions of Health and Safety Code §§ 25220 et seq., and any regulation adopted in accordance with that section; (k) that the Trustor's use of the Property shall be residential housing; (1) to Trustor's knowledge, any written disclosure submitted by or on behalf of Trustor to Beneficiary concerning any Release or threatened Release, past or present compliance by Trustor or other person of any Hazardous Substance Laws applicable to the Property, the past and present use and occupancy of the Property, and any environmental concerns relating to the Property, was true and complete when submitted and continues to be true and complete as of the date of this Deed of Trust. As used in this Section 5.1, phrases such as "to Trustor's knowledge," shall refer to the actual knowledge of the Trustor, and its agents, directors and other associates, without duty of inquiry or investigation other than the ordering of a Phase I Environmental Assessment as required pursuant to the Loan Agreement. 5.2. Covenants of Trustor. Trustor agrees, except in the ordinary course of business and in strict compliance with all applicable Hazardous Substance Laws, as follows: (a) not to cause or permit the property to be used as a site for the use, generation, manufacture, storage, treatment, Release, discharge, disposal, transportation, or presence of any Hazardous Substance; (b) not to cause, contribute to, permit, or acquiesce in any Release or threatened Release; (c) not to change or modify the use of the Property without the prior written consent of Beneficiary; 1 S2 west,CkyoGouncil 39 — 259 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 (d) to comply with and to use reasonable commercial efforts to cause the Property and every invitee or occupant of the Property to comply with all Hazardous Substance Laws; (e) to promptly upon Trustor's discovery thereof, notify Beneficiary in writing of and to provide Beneficiary with a reasonably detailed description of: Laws; (1) any noncompliance of the Property with any Hazardous Substance (2) any Hazardous Substance Claim; (3) any Release or Threatened Release; (4) the discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that would cause the Property or any part of it to be designated as "hazardous waste property" or "border zone property" under the provisions of Health and Safety Code §§ 25220 et seq., and any regulation adopted in accordance with that section; (f) if Trustor discovers a Release or the presence of any Hazardous Substance on or about the Property in violation of any Hazardous Substance Law, to: (1) notify Beneficiary of that discovery together with a reasonably detailed description; (2) engage promptly after a request by Beneficiary, a qualified environmental engineer reasonably satisfactory to Beneficiary to investigate these matters and prepare and submit to Beneficiary a written report containing the findings and conclusions resulting from that investigation, all at the sole expense of Trustor, and (3) If the Release of Hazardous Substances results in (i) injury to any person, (ii) injury to or contamination of the Property (or a portion thereof), or (iii) injury to or contamination of any real or personal property wherever situated take, at Trustor's sole expense, all necessary actions to remedy, repair, clean up, or detoxify any Release of Hazardous Substance, including, but not limited to, any remedial action required by any Hazardous Substance Laws or any judgment, consent, decree, settlement, or compromise in respect of any Hazardous Substance Claims, these actions to be performed: A. in accordance with Hazardous Substance Laws, B. in a good and proper manner, C. under the supervision of a qualified environmental engineer approved in writing by Beneficiary (such approval not to be unreasonably withheld or delayed), lA west,Cky-Goyncil 39 — 260 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 D. in accordance with plans and specifications for these actions approved in writing by Beneficiary (such approval not to be unreasonably withheld or delayed), and E. using licensed and insured qualified contractors approved in writing by Beneficiary; (g) promptly furnish to Beneficiary copies of all written communications received by Trustor from any governmental authority or other person or given by Trustor to any person and any other information Beneficiary may reasonably request concerning any Release, threatened Release, Hazardous Substance Claim, or the discovery of any Hazardous Substance on or about the Property in violation of any Hazardous Substance Law; and (h) keep Beneficiary generally informed regarding any Release, threatened Release, Hazardous Substance Claim, or the discovery of any Hazardous Substance on or about the Property in violation of any Hazardous Substance Law. 5.3. Rights of Beneficiary. Upon Beneficiary's reasonable belief of the existence of a past or present Release or threatened Release not previously disclosed by Trustor in connection with the making of the Loan or the execution of this Deed of Trust or upon Beneficiary's reasonable belief that Trustor has failed to comply with any environmental provision of this Deed of Trust or any other Loan Document and upon not less than 72 hours' prior written notice (except in the case of an emergency) to Trustor, Beneficiary or its representatives, employees, and agents, may from time to time and at all reasonable times during regular business hours (or at any time in the case of an emergency) enter and inspect the Property and every part of it (including all samples of building materials, soil, and groundwater and all books, records, and files of Trustor relating to the Property) and perform those acts and things that Beneficiary reasonably deems necessary to inspect, investigate, assess, and protect the Security of this Deed of Trust, for the purpose of determining: (a) the existence, location, nature, and magnitude of any past or present Release or threatened Release, (b) the presence of any Hazardous Substances on or about the Property in violation of any Hazardous Substance Law, and (c) the compliance by Trustor of every environmental provision of this Deed of Trust and every other Loan Document. In furtherance of the purposes above, without limitation of any of its other rights, Beneficiary may: (1) obtain a court order to enforce Beneficiary's right to enter and inspect the Property under Civil Code § 2929.5; and ,?n west,Cky-Goyncil 39 — 261 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 (2) have a receiver appointed under Code of Civil Procedure § 564 to enforce Beneficiary's right to enter and inspect the Property for the purpose set forth above. All reasonable costs and expenses incurred by Beneficiary with respect to the audits, tests, inspections, and examinations that Beneficiary or its agents, representatives, or employees may conduct, including the reasonable fees of the engineers, laboratories, contractors, consultants, and attorneys, will be paid by Trustor. All reasonable costs or expenses incurred by Trustee and Beneficiary pursuant to this Section (including without limitation court costs, consultant's fees, and attorney fees, whether incurred in litigation and whether before or after judgment) will bear interest at the Agreed Rate from the date they are incurred until those sums have been paid in full. Except as provided by law, any inspections or tests made by Beneficiary or its representatives, employees, and agents will be for Beneficiary's purposes only and will not be construed to create any responsibility or liability on the part of Beneficiary to Trustor or to any other person. Beneficiary will have the right, but not the obligation, to communicate with any governmental authority regarding any fact or reasonable belief of Beneficiary that constitutes or could constitute a breach of any of Trustor's obligations under any environmental provision contained in this Deed of Trust or any Loan Document. 5.4. Waiver and Indemnity. Trustor: (a) releases and waives any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim except to the extent such liability arises out of the gross negligence or willful misconduct or Beneficiary; (b) agrees to reimburse Beneficiary, on demand, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Agreed Rate; and (c) agrees to indemnify, defend, and hold Beneficiary and Trustee harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, reasonable attorney fees and other legal expenses, costs of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"), including, but not limited to, any Expenses incurred or accruing after the foreclosure of the lien of this Deed of Trust, which either may suffer or incur and which directly or indirectly arises out of or is in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release or the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance on or about the Property, including the soils and groundwater, caused or permitted by Trustor, including, without limitation, to the extent required by an environmental agency with jurisdiction over the Property, the cost of any required or necessary repair, cleanup, remedy, or detoxification of any hazardous Substance and the preparation of any closure, remedial action, or other required plans. Trustor's obligations will survive the satisfaction, release, or cancellation of the indebtedness, the release and reconveyance or partial release and �1 west,CkyoGouncil 39 — 262 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 reconveyance of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of Trust. 5.5. Additional Covenants of Trustor. (a) Trustor and Beneficiary agree that: (1) this Section is intended as Beneficiary's written request for information and Trustor's written response concerning the environmental condition of the Property as provided by Code of Civil Procedure § 726.5; and (2) each representation, warranty, covenant, or indemnity made by Trustor in this Section or in any other provision of this Deed of Trust or any Loan Document that relates to the environmental condition of the Property is intended by Trustor and Beneficiary to be an "environmental provision" for purposes of Code of Civil Procedure § 736 and will survive the payment of the indebtedness and the termination or expiration of this Deed of Trust and will not be affected by Lender's acquisition of any interest in the Property, whether by full credit bid at foreclosure, deed in lieu of that, or otherwise. If there is any transfer of any portion of Trustor's interest in the Property, any successor -in -interest to Trustor agrees by its succession to that interest that the written request made pursuant to this Section will be deemed remade to the successor -in -interest without any further or additional action on the part of Beneficiary and that by assuming the debt secured by this Deed of Trust or by accepting the interest of Trustor subject to the lien of this Deed of Trust, the successor remakes each of the representations and warranties in this Deed of Trust and agrees to be bound by each covenant in this Deed of Trust, including, but not limited to, any indemnity provision. (b) Even though Trustor may have provided Beneficiary with an environmental site assessment or other environmental report together with other relevant information regarding the environmental condition of the Property, Trustor acknowledges and agrees that Beneficiary is not accepting the Property as security for the Loan based on that assessment, report, or information. Rather, Beneficiary has relied on the representations and warranties of Trustor in this Deed of Trust, and Beneficiary is not waiving any of its rights and remedies in the environmental provisions of this Deed of Trust or any other Loan Document. (c) Beneficiary or its agents, representatives, and employees may seek a judgment that Trustor has breached its covenants, representations, or warranties in Section 2 of this Deed of Trust or any other covenants, representations, or warranties that are deemed to be "environmental provisions" pursuant to Code of Civil Procedure § 736 (each an "Environmental Provision"), by commencing and maintaining an action or actions in any court of competent jurisdiction pursuant to Code of Civil Procedure § 736, whether commenced prior to or after foreclosure of the lien of this Deed of Trust. Beneficiary or its agents, representatives, and employees may also seek an injunction to cause Trustor to abate any action in violation of any Environmental Provision and may seek the recovery of all costs, damages, expenses, fees, penalties, fines, judgments, indemnification payments to third parties, and other out-of-pocket costs or expenses actually incurred by Beneficiary (collectively, "Environmental Costs") incurred or advanced by Beneficiary relating to the cleanup, remedy, or other response action required by any Hazardous Substances Law or any Hazardous Substance Claim. It will be west,Cky-Goyncil 39 — 263 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 conclusively presumed between Beneficiary and Trustor that all Environmental Costs incurred or advanced by Beneficiary relating to the cleanup, remedy, or other response action of or to the Property were made by Beneficiary in good faith. All reasonable Environmental Costs incurred by Beneficiary under this Section (including without limitation court costs, consultant fees, and attorney fees, whether incurred in litigation and whether before or after judgment) will bear interest at the Agreed Rate from the date of expenditure until those sums have been paid in full. Beneficiary will be entitled to bid, at any trustee's or foreclosure sale of the Property, the amount of the costs, expenses, and interest in addition to the amount of other indebtedness. (d) Beneficiary or its agents, representatives, and employees may waive its lien against the Property or any portion of it, including but not limited to the Improvements, to the extent that the Property or any portion of the Security is found to be environmentally impaired in accordance with Code of Civil Procedure § 726.5, and to exercise all rights and remedies of an unsecured creditor against Trustor and all of Trustor's assets and property for the recovery of any deficiency and Environmental Costs, including, but not limited to, seeking an attachment order under Code of Civil Procedure § 483.010. As between Beneficiary and Trustor, for purposes of Code of Civil Procedure § 726.5, Trustor will have the burden of proving that Trustor or any related party (or any affiliate or agent of Trustor or any related party) was not in any way negligent in permitting the Release or threatened Release of the Hazardous Substances. Section 6. ASSIGNMENTS OF RENTS, ISSUES AND PROFITS 6.1. Assignment. Trustor hereby absolutely, irrevocably and unconditionally assigns to Beneficiary, as security for the Obligations, all rents, profits, deposits, royalties, income and other issues and similar benefits derived from the Security (collectively, the "Rents"), and hereby confers upon Beneficiary the right, power and authority to collect such Rents. Trustor irrevocably appoints Beneficiary its true and lawful attorney -in -fact, at the option of Beneficiary, at any time and from time to time, to demand, receive and enforce payment, to give receipts, releases and satisfactions, and to sue, in its name or in the name of Trustor, for all Rents, and apply the same to the Obligations secured hereby; provided, however, that Trustor shall have the right, as between Trustor and Beneficiary, to collect the Rents but not more than one (1) month in advance of the date due unless the written approval of Beneficiary has first been obtained, with the exception of security deposits and "first and last months' rent" collected from tenants in connection with Trustor's ordinary leasing of residential apartments within the Property), and to retain and enjoy the same, so long as an Event of Default shall not have occurred hereunder and be continuing. 6.2. Collection Upon Default. While any Event of Default remains uncured, Beneficiary may, at any time without notice, either in person, by agent or by a receiver appointed by a court, and without regard to the adequacy of any security for the Obligations hereby secured, enter upon and take possession of the Security, or any part thereof, and, with or without taking possession of the Security or any part thereof, in its own name sue for or otherwise collect such Rents (including those past due and unpaid, and all prepaid Rents and all other monies which may have been or may hereafter be 2'A west,Cky-Goyncil 39 — 264 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 deposited with Trustor by any tenant to secure the payment of any Rent or for any services thereafter to be rendered by Trustor for any other obligation of any tenant to Trustor arising under any lease, and Trustor agrees that, upon the occurrence of any Event or Default hereunder, Trustor shall promptly deliver all Rents and other moneys to Beneficiary), and Beneficiary may apply the same, less costs and expenses of operation and collection, including, without limitation, reasonable attorneys fees, whether or not suit is brought or prosecuted to judgment, against any indebtedness or Obligation of Trustor secured hereby, and in such order as Beneficiary may determine notwithstanding that said indebtedness or the performance of said Obligation may not then be due. The collection of Rents, or the entering upon and taking possession of the Security, or the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or pursuant to such notice of default or be deemed or construed to make Beneficiary a mortgagee - in -possession of the Security or any portion thereof. 6.3. Further Assignments. Upon demand of Beneficiary, Trustor shall, from time to time hereafter, execute, and deliver to Beneficiary recordable assignments of Trustor's interest in any or all leases, subleases, contracts, rights, licenses and permits now or hereafter affecting the Security or any portion thereof. Such assignments shall be made by instruments in form and substance reasonably satisfactory to Beneficiary; provided, however, that no such assignment shall be construed as imposing upon Beneficiary any obligation with respect thereto. Beneficiary may, at its option, exercise its rights hereunder or under any such specific assignment and such exercise shall not constitute a waiver of any right hereunder or under any such specific assignment. Section 7. EVENTS OF DEFAULT 7.1. Events of Default. Each of the following shall constitute Events of Default: (1) the occurrence of an "Event of Default" as defined in the Loan Agreement or as defined in any Debt Instrument; or (2) the failure to make any payment or perform any of Trustor's other Obligations now or hereafter secured by this Deed of Trust (subject to written notice and expiration of any applicable cure period). 7.2. Acceleration of Maturity. If an Event of Default shall have occurred and be continuing, then at the option of the Beneficiary, the amount of any payment related to the Event of Default, the unpaid Principal of the Note and any other indebtedness and other Obligations secured hereby shall immediately become due and payable without presentment, protest notice or demand, all of which are hereby expressly waived, upon written notice by the Beneficiary to the Trustor and no omission on the part of the Beneficiary to exercise such option when entitled to do so shall be construed as a waiver of such right. 7.3. The Beneficiary's Right to Enter and Take Possession. If an Event of Default shall have occurred and be continuing, the Beneficiary may: 24 west,Cky-Goyncil 39 — 265 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 (a) Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Security and take possession thereof (or any part thereof) and of any of the Security, in its own name or in the name of Trustee, and do any acts which it reasonably deems necessary to preserve the value or marketability of the Security, or part thereof or interest therein, increase the income therefrom or protect the security thereof and, with or without taking possession of the Security, sue for or otherwise collect the Rents, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection including without limitation reasonable attorneys fees, against any indebtedness secured hereby, all in such order as Beneficiary may determine. The entering upon and taking possession of the Security the collection of such Rents and the application thereof as aforesaid shall not cure or waive any Event of Default or notice of default hereunder or invalidate any act done in response to such Event of Default or pursuant to such notice of default, and, notwithstanding the continuance in possession of the Security, Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust, or by law upon occurrence of any Event of Default, including the right to exercise the power of sale; (b) Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (c) Deliver to Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause Trustor's interest in the Security to be sold, which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records of Orange City; or (d) Exercise all other rights and remedies provided herein, in the instruments by which the Trustor acquires title to any Security, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the Obligations secured hereby, or provided by law. 7.4. Foreclosure by Power of Sale. Should the Beneficiary elect to foreclose by exercise of the power of sale herein contained, the Beneficiary shall notify Trustee and shall deposit with Trustee this Deed of Trust, the Loan Agreement and the Note which is secured hereby (and the deposit of which shall be deemed to constitute evidence that the unpaid Principal amount of the Note is immediately due and payable), and such receipts and evidence of any expenditures made that are additionally secured hereby as Trustee may require. (a) Upon receipt of such notice from the Beneficiary ("Notice of Default"), Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Default and election to sell as then required by law and by this Deed of Trust. Trustee shall, without demand on Trustor, after lapse of such time as may then be required by law and after recordation of such Notice of Default and after notice of sale having been given as required by law ("Notice of Sale"), sell the Security, at the time and place of sale fixed by it in said Notice of Sale, whether as a whole or in separate lots or parcels or items as Trustee shall deem expedient and in such order as it may determine unless specified otherwise to the Trustor according to California Civil 2s west,IgRy-Goyncil 39 — 266 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 Code Section 2924g(b), at public auction to the highest bidder, for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed or any matters of facts shall be conclusive proof of the truthfulness thereof. Any person, including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale. (b) After deducting all reasonable costs, fees and expenses of Trustee, including costs of evidence of title in connection with such sale, Trustee shall apply the proceeds of sale to payment of. (1) the unpaid Principal amount of the Note; (2) all other sums then secured hereby; and (3) the remainder, if any, to Trustor. (c) Trustee may postpone sale of all or any portion of the Security by public announcement at such time and place of sale, and from time to time thereafter, and without further notice make such sale at the time fixed by the last postponement, or may, in its discretion, give a new notice of sale. 7.5. Receiver If an Event of Default shall have occurred and be continuing, Beneficiary, as a matter of right and without further notice to Trustor or anyone claiming under the Security, and without regard to the then value of the Security or the interest of Trustor therein, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Security (or a part thereof), and Trustor hereby irrevocably consents to such appointment and waives further notice of any application therefor. Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases, and all the powers and duties of Beneficiary in case of entry as provided herein, and shall continue as such and exercise all such powers until the date of confirmation of sale of the Security, unless such receivership is sooner terminated. 7.6. Application of Funds After Default. Except as otherwise herein provided, upon the occurrence of an Event of Default hereunder, and while such Event of Default remains uncured, Beneficiary may, at any time without notice, apply any or all sums or amounts received and held by Beneficiary to pay insurance premiums, Impositions, or either of them, or as Rents or income of the Security, or as insurance or condemnation proceeds, and all other sums or amounts received by Beneficiary from or on account of Trustor or the Security, or otherwise, against any indebtedness or Obligation of the Trustor secured hereby, in such manner and order as Beneficiary may elect. The receipt, use or application of any such sum or amount shall not be construed to affect the maturity of any indebtedness secured by this Deed of Trust, or any of the rights or powers of Beneficiary under the terms of the Loan Agreement, this Deed of Trust or the Note, or any of the Obligations of Trustor or any guarantor under any other instruments or documents now or hereafter delivered in connection with the Loan Agreement or to cure or waive any default or notice of default under the Loan Agreement or any such instruments or documents; or to invalidate any act of Trustee or Beneficiary. 7.7. Costs of Enforcement. '?ti west,CkyoGouncil 39 — 267 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 If any Event of Default occurs, Beneficiary and Trustee, and each of them, may employ an attorney or attorneys to protect their rights hereunder. Trustor promises to pay to Beneficiary, on demand, the reasonable fees and expenses of such attorneys and all other reasonable costs of enforcing the Obligations secured hereby, including, without limitation, recording fees, the expense of a trustee, sale guarantee, Trustee's fees and expenses, receivers fees and expenses, and all other reasonable expenses, of whatever kind or nature, incurred by Beneficiary and Trustee, and each of them, in connection with the enforcement of the Obligations secured hereby, whether or not such enforcement includes the filing of a lawsuit. Until paid, such sums shall be secured hereby and shall bear interest at the Agreed Rate. 7.8. Remedies Cumulative. No right, power or remedy conferred upon or reserved to the Beneficiary by this Deed of Trust is intended to be exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or now or hereafter existing at law or in equity. 7.9. No Waiver. (a) No delay or omission of the Beneficiary to exercise any right, power or remedy accruing upon any Event of Default shall exhaust or impair any such right, power or remedy, or shall be construed to be a waiver of any such Event of Default or acquiescence therein; and every right, power and remedy given by this Deed of Trust to the Beneficiary may be exercised from time to time and as often as may be deemed expeditious by the Beneficiary. No consent or waiver, expressed or implied, by the Beneficiary to or any breach by the Trustor in the performance of the Obligations hereunder shall be deemed or construed to be a consent to or waiver of Obligations of the Trustor hereunder. Failure on the part of the Beneficiary to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Beneficiary of its right hereunder or impair any rights, power or remedies consequent on any Event of Default by the Trustor. (b) If the Beneficiary (1) grants forbearance or an extension of time for the payment of any sums secured hereby, (2) takes other or additional security or the payment of any sums secured hereby, (3) waives or does not exercise any right granted in the Loan Agreement, (4) releases any part of the Security from the lien of this Deed of Trust, or otherwise changes any of the terms, covenants, conditions or agreements in the Loan Agreement, (5) consents to the granting of any easement or other right affecting the Security, or (6) makes or consents to any agreement subordinating the lien hereof, any such act or omission shall not release, discharge, modify, change or affect the original liability under this Deed of Trust, or any other obligation of the Trustor or any subsequent purchaser of the Security or any part thereof, or any maker, co- signer, endorser, surety or guarantor (unless expressly released); nor shall any such act or omission preclude the Beneficiary from exercising any right, power or privilege herein granted or intended to be granted in any Event of Default then made or of any subsequent Event of Default, nor, except as otherwise expressly provided in an instrument or instruments executed by the Beneficiary shall the lien of this Deed of Trust be altered thereby. 7.10. Suits to Protect the Security. 27 west,Cky-Goyncil 39 — 268 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 The Beneficiary shall have power to: (1) institute and maintain such suits and proceedings as it may in its reasonable discretion deem expedient to prevent any impairment of the Security and the rights of the Beneficiary as may be unlawful or any violation of this Deed of Trust, (2) preserve or protect its interest (as described in this Deed of Trust) in the Security, and (3) restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement for compliance with such enactment, rule or order would impair the Security thereunder or be prejudicial to the interest of the Beneficiary. 7.11. Trustee May File Proofs of Claim. In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting the Trustor, its creditors or its property, the Beneficiary, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary in order to have the claims of the Beneficiary allowed in such proceedings and for any additional amount which may become due and payable by the Trustor hereunder after such date. 7.12. Limited Partner Cure Rights. Notwithstanding anything to the contrary in this Deed of Trust, Beneficiary shall give the investor limited partner of Trustor the following notice at the address provided in Section 8.3(b) and cure rights: (a) Beneficiary will give the limited partner a copy of any notice (at the limited partner's address provided in a notice by Trustor to Beneficiary) that Beneficiary gives to Trustor under this Deed of Trust, provided that Trustor has provided the address and contact information for the investor limited partner in writing to Beneficiary; (b) Beneficiary will give the limited partner thirty (30) days after the limited partner's receipt of such notice to cure a non-payment of any sum due under this Deed of Trust; (c) Beneficiary will give the limited partner sixty (60) days after the limited partner's receipt of such notice to cure any other default under this Deed of Trust; (d) If a non -monetary default is incapable of being cured within sixty (60) days, Beneficiary will give the limited partner such additional time as is reasonably necessary to cure such default provided the limited partner has commenced to cure such default and is diligently proceeding to cure such default through the end of such period; and (e) If the limited partner makes any such payment or otherwise cures such default, the Beneficiary will accept such action as curing such default as if such payment or cure were made by Trustor. Section 8. MISCELLANEOUS 8.1. Amendments. '?Q west,CkyoGouncil 39 — 269 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 This instrument cannot be waived, changed, discharged or terminated orally, but only by an instrument in writing signed by Beneficiary and Trustor. 8.2. Reconveyance by Trustee. Upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust to Trustee for cancellation and retention, and upon payment by Trustor of Trustee's reasonable fees, Trustee shall reconvey, without warranty, the Security to Trustor, or to the person or persons legally entitled thereto. 8.3. Notices. (a) If at any time after the execution of this Deed of Trust it shall become necessary or convenient for one of the parties hereto to serve any notice, demand or communication upon the other party, such notice, demand or communication shall be in writing and shall be served personally or by depositing the same in the registered United States mail, return receipt requested, postage prepaid and: (1) if intended for Beneficiary shall be addressed to: City of Santa Ana Executive Director (CDA) 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 (2) if intended for Trustors shall be addressed to: Trustor: Westview House LP c/o Westview House CDP LLC 3416 Via Oporto, Suite 301 Newport Beach, CA 92663 Attn: Kyle Paine With a copy to: Westview House Mercy House CHDO LLC 807 N. Garfield Street Santa Ana, CA 92701 Attn: Lawrence G. Haynes, Jr. And: Sabelhaus & Strain, LLP 1724 1Oth Street, Suite 110 Sacramento, CA 95811 Attn: Stephen A. Strain, Esq. And: Chernove and Associates, Inc. 16027 Ventura Boulevard #660 Encino, CA 91436 ?9 west,CkyoGouncil 39 — 270 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 Attn: Sheldon Chemove, Esq. With a copy to: R4 WHCA Acquisition LP c/o R4 Capital LLC 780 Third Avenue, 16th Floor New York, New York 10017 Attention: Marc Schnitzer E-Mail: mschnitzer(a,R4cap.com And to: Frost Brown Todd LLC 400 West Market Street, Suite 3200 Louisville, Kentucky 40202 Attention: Amy Curry Any notice, demand or communication shall be deemed given, received, made or communicated on the date personal delivery is effected or, if mailed in the manner herein specified, on the delivery date or date delivery is refused by the addressee, as shown on the return receipt. Either party may change its address at any time by giving written notice of such change to Beneficiary or Trustor as the case may be, in the manner provided herein, at least ten (10) days prior to the date such change is desired to be effective. 8.4. Successors and Joint Trustors. All Obligations of Trustor secured by this Deed of Trust, shall also apply to and bind any permitted transferee or successors in interest. Where the terms of the Deed of Trust have the effect of creating an Obligation of the Trustor and a transferee, such Obligation shall be deemed to be a joint and several Obligation of the Trustor and such transferee. Where Trustor is more than one entity or person, all Obligations of Trustor shall be deemed to be a joint and several Obligation of each and every entity and person comprising Trustor. 8.5. Captions. The captions or headings at the beginning of each Section hereof are for the convenience of the parties and are not a part of this Deed of Trust. 8.6. Invalidity of Certain Provisions. Every provision of this Deed of Trust is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court or other body of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. If the lien of this Deed of Trust is invalid or unenforceable as to any part of the debt, or if the lien is invalid or unenforceable as to any part of the Security, the unsecured or partially secured portion of the debt, and all payments made on the debt, whether voluntary or -AU west,Cky-Goyncil 39 — 271 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 under foreclosure or other enforcement action or procedure, shall be considered to have been first paid or applied to the full payment of that portion of the debt which is not secured or partially secured by the lien of this Deed of Trust. 8.7. Governing Law and Venue. This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California. In the event of any legal action to enforce or interpret this Deed of Trust, 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. 8.8. Gender and Number. In this Deed of Trust the singular shall include the plural and the masculine shall include the feminine and neuter and vice versa, if the context so requires. 8.9. Deed of Trust, Mortgage. Any reference in this Deed of Trust to a mortgage shall also refer to a deed of trust and any reference to a deed of trust shall also refer to a mortgage. 8.10. Actions. Trustor agrees to appear in and defend any action or proceeding purporting to affect the Security. 8.11. Substitution of Trustee. Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the City or counties in which the Security is situated, shall be conclusive proof of proper appointment of the successor trustee. 8.12. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action of proceedings in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee. 8.13. Conflicts. 31 west,CkyoGouncil 39 — 272 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 If any term or provision of this Deed of Trust conflicts with any term of provision of the Loan Agreement, the term or provision of the Loan Agreement shall control to the extent of such conflict. 8.14. Statements by Trustor. Trustor shall, at its cost, within ten (10) days after notice thereof from Beneficiary, deliver to Beneficiary a written statement setting forth to the best of its knowledge and information, the amounts then unpaid and secured by this Deed of Trust and stating whether Trustor is aware of any offset or defense against such amounts. 8.15. Beneficiary Statements. For any statement or accounting requested by Trustor or any other entitled person pursuant to Section 2943 or Section 2954 of the California Civil Code or pursuant to any other provision of applicable law, or for any other document or instrument furnished to Trustor by Beneficiary, Beneficiary may charge the maximum amount permitted by law at the time of the request therefor, or if there be no such maximum, then in accordance with Beneficiary's customary charges therefor or the actual cost to Beneficiary therefor, whichever is greater. 8.16. Statute of Limitations. Except insofar as now or hereafter prohibited by law, the right to plead, use or assert any statute of limitations as a plea or defense or bar of any kind, or for any purpose, to any debt, demand or obligation secured or to be secured hereby, or to any complaint or other pleading or proceeding filed, instituted or maintained for the purpose of enforcing this Deed of Trust or any rights hereunder, is hereby waived by Trustor. 8.17. Trust Irrevocable; No Offset. The Trust created hereby is irrevocable by Trustor. No offset or claim that Trustor now has or may in the future have against Beneficiary shall relieve Trustor from paying the indebtedness or performing any other Obligation contained herein or secured hereby. 8.18. Corrections. Trustor shall, upon request of Beneficiary, promptly correct any defect, error or omission which may be discovered in the contents hereof or in the execution or acknowledgment hereof, and will execute, acknowledge and deliver such further instruments and do such further acts as may be necessary or as may be reasonably requested by Beneficiary to carry out more effectively the purposes thereof, to subject to, the lien and security interest hereby created any of Trustor's properties, rights or interests covered or intended to be covered hereby, or to perfect and maintain such lien and security interest. 8.19. Further Assurance. Trustor, Beneficiary and Trustee agree to do or cause to be done such further acts and things and to execute and deliver or to cause to be executed and delivered such additional 3? west,CkyoGouncil 39 — 273 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 assignments, agreements, powers and instruments, as any of them may reasonably require to keep valid and effective the charges and liens hereof, to carry into effect the purposes of this Deed of Trust or to better assure and confirm unto any of them their rights, powers and remedies hereunder; and, upon request by Beneficiary, shall supply evidence of fulfillment of each of the covenants herein contained concerning which a request for such evidence has been made. 8.20. Waiver of Jury Trial. Unless prohibited by Federal, State or local laws, each party acknowledges that it is aware of and has had the advice of counsel of its choice with respect to its rights to trial by jury, and each party, for itself and its successors and assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought by any party hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected with this Deed of Trust and/or any claim of injury or damage to the fullest extent permitted by applicable law. 8.21. Tax Credits. Beneficiary agrees that the lien of this Deed of Trust shall be subordinate to any extended low-income housing commitment (as such term is defined in Section 42(h)(6)(B) of the Internal Revenue Code) (the "Extended Use Agreement") recorded against the Security; provided that such Extended Use Agreement, by its terms, must terminate upon foreclosure under this Instrument or upon a transfer of the Security by instrument in lieu of foreclosure, in accordance with Section 42(h)(6)(E) of the Internal Revenue Code. Section 9. WAIVERS 9.1. Waivers and Related Matters. (a) To the fullest extent allowed by law, Trustor hereby waives: (i) presentment, demand, protest, notice of dishonor, notice of protest and all other notices and demands of every kind, and all suretyship defenses of every kind that would otherwise be available in connection with this Deed of Trust, and (ii) all rights of redemption, valuation, appraisement, stay of executive, notice of election to mature or declare due the whole of the Obligation and marshaling in the event of foreclosure of the liens hereby created. (b) Trustor hereby authorizes Beneficiary, at any time and from time to time without notice and without affecting this Deed of Trust in any way, to: (i) accept new or additional instruments, documents, agreements, security or guaranties in connection with all or any part of the Obligations; (ii) accept partial payments on the Obligations; and (iii) waive, release, reconvey, terminate, abandon, subordinate, exchange, substitute, transfer, compound, compromise, liquidate and enforce all or any part of the Obligations and any security or guaranties therefor, and apply any such security and direct the order or manner of sale thereof and bid and purchase at any such sale. (c) Trustor hereby waives any right to require Beneficiary to (i) proceed against any person; (ii) proceed or exhaust any collateral held from any person; or (iii) pursue 3.� west,CkyoGoUncll 39 — 274 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 any other remedy in Beneficiary's power. Upon the occurrence of any Event of Default, Beneficiary is hereby expressly given the right, at its option, to proceed in the enforcement of this Deed of Trust, independently of any other remedy or security Beneficiary may at any time hold in connection with the Obligations, and Beneficiary shall not in any way be obligated or otherwise required to proceed upon or against and/or exhaust any other security or remedy before proceeding to enforce this Deed of Trust. (d) Trustor hereby waives any defense arising by reason of. (i) any disability or other defense of Trustor or any other person; (ii) the cessation from any cause whatsoever, other than full payment and performance of the Obligations, of the Obligations of Trustor or any other person; or (iii) any act or omission by Beneficiary which directly or indirectly results in or aids in the discharge or release of Trustor, or any other person, any Obligation, or any collateral by operation of law or otherwise. The waivers set forth in this Section 9 shall also apply, to the fullest extent permitted by law to all other real and/or personal property of Trustor now or hereafter assigned to Beneficiary as security for the Obligations. Trustor warrants and agrees that each, of the waivers set forth above are made with Trustor's full knowledge of their significance and consequences, with the understanding that events giving rise to any defense waived may diminish, destroy or otherwise adversely affect rights which Trustor otherwise may have against Beneficiary or others, or against collateral, and that under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any of the waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective to the maximum extent permitted by law. {signatures on following page) 3,1 west,Cky-Goyncil 39 — 275 5/17/2022 City Inclusionary Housing Program Deed of Trust EXHIBIT 4 IN WITNESS WHEREOF, Trustor has executed this City Deed of Trust as of the date first written above. TRUSTOR: Westview House LP, a California limited partnership By: Westview House CDP LLC, a California limited liability company Its: Administrative General Partner By: Community Development Partners, a California corporation Its: Sole Managing Member By: Kyle Paine Its: President By: Westview Mercy House CHDO, LLC, a California limited liability company Its: Managing General Partner By: Mercy House CHDO, Inc., a California nonprofit public benefit corporation Its: Sole Managing Member By: Lawrence G. Haynes, Jr. Its: Chief Executive Officer ouncil 39 - 276 5/17/2022 Exhibit A City clusionary Housing Program Deed of Trust EXHIBIT 4 EXHIBIT A LEGAL DESCRIPTION WFTcil 39 - 277 5/17/2022 Exhibit A City nclusionary Housing Program Deed of Trust EXHIBIT 4 PRELIMINARY REPORT Fidelity National Title Company Your Reference: Order No.: 997-30079690-TS4 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 10, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF SAID SECTION 10, 220 FEET WEST OF THE NORTHEAST CORNER OF SAID SECTION 10, RUNNING THENCE SOUTH PARALLEL TO THE EAST LINE OF SAID SECTION 10, 436 FEET; THENCE WEST PARALLEL TO THE NORTH LINE OF SAID SECTION 10, 150 FEET; THENCE NORTH PARALLEL TO THE EAST OF SAID SECTION 10, 436 FEET TO THE NORTH LINE OF SAID SECTION; THENCE EAST ALONG SAID NORTH LINE, 150 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN ALL OIL, GAS, ASPHALTUM, AND OTHER KINDRED SUBSTANCES AS RESERVED IN THAT CERTAIN DEED RECORDED DECEMBER 04, 1925 IN BOOK 617, PAGE 39 OF DEEDS, AND AS RESERVED IN THE DEED RECORDED JULY 03, 1925 IN BOOK 593, PAGE 215 OF DEEDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-FOURTH INTEREST IN ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES AND MINERALS AS RESERVED IN THAT CERTAIN DEED RECORDED APRIL 20, 1955 IN BOOK 3037, PAGE 204 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION OF LAND CONVEYED TO THE CITY OF SANTA ANA BY CONDEMNATION, RECORDED MARCH 04, 1999 AS INSTRUMENT NO. 19990156659 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 198-132-21 PARCEL 2: LOT 5 OF TRACT NO. 9536 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 400, PAGES 13 AND 14 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH PORTIONS OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 10, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, AS SAID SECTION IS SHOWN ON A MAP FILED IN BOOK 51, PAGE 12 OF MISCELLANEOUS MAPS, SHOWN AND DESCRIBED AS PARCEL 1 OF LOT LINE ADJUSTMENT NO. 2005-11 RECORDED JANUARY 13, 2006 AS INSTRUMENT NO. 2006029348 OF OFFICIAL RECORDS OF SAID COUNTY. EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF OF ALL OIL, GAS, ASPHALTUM, OR OTHER KINDRED SUBSTANCES IN, UPON, OR UNDER SAID PREMISES, AS CONVEYED TO CHARLES MENDENHALL BY DEED RECORDED FEBRUARY 16, 1922 IN BOOK 414, PAGE 192 OF DEEDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF OF ALL OIL, GAS, ASPHALTUM, OR OTHER KINDRED SUBSTANCES IN, UPON, OR UNDER SAID PREMISES, AS RESERVED BY CHARLES MENDENHALL, BY DEED RECORDED MAY 19, 1922 IN BOOK 423, PAGE 145 OF DEEDS. APN: 198-132-23 City COLwcil 39 — 278 5/17/2022 CLTA Prelll�inary F�eport Form —Modified (11/17/06) Page 3 EXHIBIT 4 Exhibit E: City/Inclusionary Housing Program Loan Note City Council 39 — 279 5/17/2022 EXHIBIT 4 CITY INCLUSIONARY HOUSING FUND LOAN NOTE SECURED BY SUBORDINATED DEED OF TRUST TO THE CITY OF SANTA ANA, CALIFORNIA (2530 & 2534 Westminster Avenue, Santa Ana, California) $1,514,113 1. PRINCIPAL AMOUNT OF LOAN. May 26, 2022 Santa Ana, California For value received, WESTVIEW HOUSE LP, a California limited partnership ("Borrower") promises to pay to the order of THE CITY OF SANTA ANA ("City"), at 20 Civic Center Plaza, 6th Floor, Santa Ana, California 92701, or at such other place as the City may from time to time designate in writing, or to the assignee of the City, the principal sum of ONE MILLION, FIVE HUNDRED AND FOURTEEN THOUSAND, ONE HUNDRED AND THIRTEEN DOLLARS AND NO CENTS ($1,514,113.00) or so much thereof as shall be disbursed hereunder, with three percent (3%) simple interest per annum and commencing from the date of issuance of the Certificate of Completion. City and Borrower have heretofore entered into that certain Inclusionary Housing Program Loan Agreement dated concurrently herewith (the "Loan Agreement"), pertaining to the acquisition, rehabilitation and/or construction of certain real property described in the Loan Agreement as the "Property," commonly known as 2530 and 2534 Westminster Avenue, Santa Ana, California, and the operation of the Property as affordable housing for Extremely -Low and Low Income households. This City Inclusionary Housing Program Loan Note (the "Note") is made pursuant to, entitled to the benefits of and referred to as the City/Inclusionary Housing Program Loan Note in the Loan Agreement; that certain "Affordability Restrictions on Transfer of Property" between Borrower and City, dated on or about the date hereof; and that certain Subordinated City/Inclusionary Housing Program Deed of Trust and Assignment of Rents by Borrower for the benefit of City, dated on or about the date hereof (the "City Deed of Trust"). This Note, the Loan Agreement, the City Deed of Trust and the Affordability Restrictions on Transfer of Property are sometimes collectively referred to herein as the "Loan Documents." The Loan Documents and the rights and responsibilities thereto inure to the benefit of the City. Any capitalized term that is not otherwise defined herein shall have the meaning ascribed to such term in the Loan Agreement. 2. DEFINITIONS. For the purpose of calculating the payments to be made by Borrower to City pursuant to this Note, the following terms shall have the following respective meanings: "City Loan" shall mean the loan evidenced by this Note. Emil 39 — 280 5/17/2022 City clusionary Housing Program Loan Note EXHIBIT 4 "City's Percentage" with reference to the Residual Receipts, shall mean 50% [or the prorated percentage of the total amount of funds contributed after Borrower retains fifty percent of the Residual Receipts, whichever is less], of the City's share of the total Residual Receipts from the Property, as further described in Section 5 hereof. If other lenders to the Property are also repaid from Residual Receipts, City's Percentage shall be reduced proportionally to the ratio that the original principal amount of the City Loan bears to the original principal amount of all loans being repaid from Residual Receipts multiplied by 50%. "Calendar Year" means each consecutive twelve (12) month period from January 1 to December 31. "Closing Costs" shall mean: (i) In the case of a Sale, reasonable brokerage commissions payable to a broker as a result of the Sale, which shall not in any event exceed the customary amount charged -for similar transactions in the immediate marketplace, costs of title insurance premiums, documentary stamp taxes, escrow fees, recording charges, loan repayment charges and other costs reasonably incurred with respect to the Property, in each case actually paid by Borrower as a condition of the Sale. (ii) In the case of a Refinancing, the reasonable and necessary costs of consummating such Refinancing, including, without limitation, loan fees, loan repayment charges, costs of title insurance premiums, escrow fees, recording fees, attorneys' fees and costs of Lender required repairs or reserves. "CPI" means United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index of Urban Wage Earners and Clerical Workers, Subgroup "All Items," for the Los Angeles -Riverside -Orange County area, 1982-84 = 100, or successor or equivalent index in case such index is no longer published. "Gross Revenues" shall mean all revenues and receipts of every kind actually received by Borrower from operating the Property, and all parts thereof, including, but not limited to, income from both cash and credit transactions, rental payments from leased and/or subleased spaces, governmental assistance housing payments or other operating subsidies, and parking fees and charges (but not including security deposits and other tenant deposits, except to the extent such deposits are forfeited to the Borrower under the tenant's lease). Gross Revenues does not include any insurance proceeds other than any rental interruption insurance proceeds. Any credit consideration shall be included in Gross Revenues at the time cash proceeds (principal, interest and/or other) are received. Borrower shall establish and maintain accounts for the Gross Revenues (the "'Project Accounts") that are segregated from revenues and income received by Borrower from all other projects. Gross Revenues shall also include all interest earned on the Project Accounts to the extent interest is released from the Project Accounts. Gross Revenues do not include the proceeds of any loans or capital contributions made to Borrower, Refinancing Proceeds or Sale Proceeds. 2 ouncil 39 - 281 5/17/2022 City clusionary Housing Program Loan Note EXHIBIT 4 "Interest" shall mean that the NOTE shall bear simple interest at the rate of Three percent (3%) per annum, from the date of issuance of the Certificate of Completion. "Operating Expenses" shall mean the sum of the following: (a) payments of principal and interest and all other charges payable on or with respect to the Senior Loan(s); (b) a property management fee no greater than sixty-five dollars ($65)/per unit/per year, increased annually by the lesser of. (i) three percent (3%); or (ii) prior Year CPI, beginning the year following the issuance of the first certificate of occupancy for the Project; (c) Partnership related fees that are actually incurred and are reasonable and customary to the partners of Borrower for similar projects in Southern California, and which may include: (i) the partnership management fee payable to the Administrative General Partner not to exceed seventeen thousand dollars ($17,000) per operating year and escalating at three percent (3%) per operating year; (ii) the partnership management fee payable to the Managing General Partner not to exceed three thousand five hundred dollars ($3,500) per operating year and escalating at three percent (3%) per operating year; and (iii) an investor asset management fee of seven thousand five hundred dollars ($7,500) per year, escalating at (A) three percent (3%) per operating year; (d) Deposits into required reserves required by any lender or Borrower's Partnership Agreement; (e) all other actual, reasonable cash operating costs and expenses, calculated on an annual basis, that are directly attributable to managing and operating the Property and the Borrower, including, without limiting the generality of the foregoing, the following: costs and expenses for real and personal property taxes, special assessments or similar charges; water, fuel, electricity and other utilities; heating, ventilation and air conditioning expenses; labor; supplies; tools; equipment; insurance; advertising and marketing; accounting and legal fees; brokerage commissions and other leasing expenses; reasonable reserves for all anticipated expenses as approved by the City; and other such items constituting operation, maintenance and repair costs actually paid by the Borrower, subject to the following conditions: (i) Depreciation, amortization, and accrued principal and interest expenses on deferred payment debt and capital improvement expenditures shall not be considered Operating Expenses, except as otherwise provided herein. (f) Any expenses, compensation or fees paid to any affiliate of Borrower shall only be included as Operating Expenses to the extent they are not in excess of the reasonable expenses, compensation or fees which would be payable to unrelated third parties in arms -length transactions for similar services in the Santa Ana, California area; (g) Any other expenses necessary to meet senior lender requirements ouncil 39 — 282 5/17/2022 1E, clusionary Housing Program Loan Note EXHIBIT 4 and requirements of Borrower's limited partner, or its assignee, as set forth in Borrower's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement"), including, without limitation, repayment of any loans to the Borrower by a partner or tax credit recapture or deficiency payments; (h) Deferred developer fees; and (i) A social services administrative fee; Director reserves the right to at any time review and approve each or any annual budget during the Term hereof, and any changes to any said annual budget reasonably requested by Director shall be promptly implemented by Borrower. Notwithstanding the foregoing, in no event shall Operating Expenses include any costs, fees, fines, charges, penalties, awards, judgments or expenses (including, but not limited to legal and accounting fees and expenses) that are due to or arising out of the Borrower's: (a) breach or default of this Loan, any Loan Document or any Senior Loan Document; (b) fraudulent acts or willful misconduct; or (c) breach or default under any other contract, lease or agreement pertaining to the Project. "Project" shall mean the acquisition and construction of the Property by Borrower pursuant to the Loan Agreement. "Property" shall mean the real property located at 2530 and 2534 Westminster Avenue, Santa Ana, California described in the City Deed of Trust. "Refinancing" shall mean changing the then existing financing on the Property by, without limitation, modifying final maturity date of the existing Senior Loan, increasing the stated maximum principal amount of the existing Senior Loan, paying off the existing Senior Loan in full and obtaining new Senior Loan. "Refinancing Proceeds" shall be as set forth in Section 7 hereof. "Residual Receipts" shall mean the Gross Revenues from the Property, for each year, less deductions for Operating Expenses from the Property, applicable to each such year to the extent not already deducted as an Operating Expense. "Sale" shall mean any transfer, assignment, conveyance or lease (other than to a tenant for occupancy or a transaction set forth in Section 11.3 hereof) of the Property or any portion thereof, or any interest therein by the Borrower, and includes any transfer, assignment or sale of any partnership interest in the Borrower by an individual or entity which is a general partner in the Borrower, or any interest by any individual or entity which holds an interest in any such general partner in the Borrower, which brings the cumulative total of all such direct and indirect transfers, assignments and sales by a general partner during the term of this Note to more than forty-nine percent (49%) of the ownership interests in the Borrower, and any such transfer, assignment or sale of a direct or indirect general partnership interest thereafter. Sale includes a sale in condemnation or under threat thereof. Sale does not include dedications and grants of easements to public and private 4 City ouncil 39 - 283 5/17/2022 clusionary Housing Program Loan Note EXHIBIT 4 utility companies of the kind customary in real estate development, nor transfers of Limited Partnership interests or transfers of General Partner interests caused by the removal of the General Partner pursuant to the terms of the Partnership Agreement. "Sale Proceeds" shall be as set forth in Section 8 hereof. "Senior Loan" shall mean the senior loan being made by Umpqua Bank, concurrent to the City Loan for payment of a portion of the Acquisition Costs, and shall include any subsequent loan that refinances the initial Senior Loan, and shall include any other loan recorded senior in priority to this City Loan "Term" the term for repayment of this Note shall mean fifty-five (55) years from the Certificate of Completion. 3. LOAN REPAYMENT. Borrower shall make payments to the City as provided in Sections 5 (Residual Receipts), 7 (Refinancing Proceeds), 8 (Sale Proceeds) and 10 (Accelerated Loan Repayment). 4. OPERATING CAPITAL IMPROVEMENT LOAN. If the replacement reserve account ("reserves") is depleted due to unforeseen repairs and the General Partner(s) makes a loan to the Borrower, the reserves must be fully funded to the balance of the reserve prior to disbursement for such unforeseen repairs prior to repayment of said loan. Such loan shall be repaid with net cash flow prior to the Residual Receipt split. The outstanding loan balance will be reflected in the annual report. 5. ANNUAL LOAN REPAYMENT. 5.1. After any deferred developer fee has been paid, as set forth hereinabove, the Borrower shall thereafter make a loan payment to the City annually, in the amount of the lesser of the outstanding balance due under this Note, plus any accrued interest thereon, or the City's Percentage of the Residual Receipts, as provided in this Section 5. 5.2. Within one hundred twenty (120) days after the year in which the construction of the Project is completed, and on or before the 120th day of each Calendar Year thereafter, the Borrower shall submit to the City a detailed statement of Gross Revenues and Operating Expenses attributable to the Property for the applicable Calendar Year, along with a computation of the amount of the Residual Receipts applicable to such Calendar Year with which to make a City Loan payment then due. 5.3. Except as otherwise provided in Section 4, the Borrower shall pay to the City the City's Percentage of the Residual Receipts as payment of principal and interest under this Note. The remaining amount of the Residual Receipts shall remain with the Borrower to be used by Borrower in accordance with the terms of the Partnership Agreement, including, without limitation, for distribution to the partners of the Borrower. S a�cil 39 — 284 5/17/2022 Ci y clusionary Housing Program Loan Note EXHIBIT 4 5.4. The Residual Receipts payment shall be made not later than one hundred fifty (150) days after the close of the Calendar Year. Such payment shall be applied first to the payment of all expenses, charges, costs and fees incurred by or payable to City by Borrower pursuant to the terms of the Loan Documents; second to any accrued but unpaid interest, if any; and third, to reduce the principal balance of the City Loan. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuation of an Event of Default (as such term is defined in the Loan Agreement), all amounts received by City from any party shall be applied in such order as City, in its sole discretion, may elect. 6. RESERVED. 7. LOAN REPAYMENT FROM REFINANCING PROCEEDS. The Borrower shall make a loan payment to the City from every approved Refinancing that occurs during the term of this Note not to exceed the outstanding balance of principal and interest on this Note, to the extent of the City's Percentage (50%) of the Refinancing Proceeds (if any). If any of the other soft lenders request a share of refinancing proceeds, the City shall split the City's Percentage (50%) of the Refinancing Proceeds on a pro rata basis with the other soft lender(s) that are requesting a share of the Refinancing Proceeds. The pro rata distribution shall be based on the initial principal balances of each respective soft loan of the soft lender(s) that are requesting a share of Refinancing Proceeds. If none of the other soft lenders request a share of the Refinancing Proceeds, the City shall receive the full 50% as the City's Percentage. The Refinancing Proceeds shall be calculated as follows: the cash proceeds from such Refinancing shall be applied first to pay Closing Costs; next, the amount necessary to pay in full all amounts owing on the Senior Loan; next, the Borrower shall pay to the City, the City's Percentage of the then remaining unapplied Refinancing Proceeds not to exceed the outstanding balance on this Note. The remaining Refinancing Proceeds shall remain with Borrower to be used by Borrower as determined in accordance with the terms of the Partnership Agreement, including, without limitation, for distribution to the partners of the Borrower. Such payment shall be due within 30 days of the date of such Refinancing, and shall be applied first to any accrued but unpaid interest, then to reduce the principal balance of the City Loan. The City shall not be required to reconvey the lien of the City Deed of Trust if Refinancing Proceeds are insufficient to repay the City Loan in full. 8. LOAN REPAYMENT FROM SALE PROCEEDS. The Borrower shall make a loan payment, not to exceed the outstanding balance of principal and interest on this Note, to the City from any approved Sale that occurs during the term of the City Loan, to the extent of the City's Percentage (50%) of the Sale Proceeds, as follows. If any of the other soft lenders request a share of Sale Proceeds, the City shall split the City's Percentage (50%) of the Sale Proceeds on a pro rata basis with the other soft lender(s) that are requesting a share of the Sale Proceeds. The pro rata distribution shall be based on the initial principal balances of each respective soft loan of the soft lender(s) that are requesting a share of Sale Proceeds. If none of the other soft lenders request a share of the Sale Proceeds, the City shall receive the full 50% as the City's 6 a�cil 39 — 285 5/17/2022 City clusionary Housing Program Loan Note EXHIBIT 4 Percentage. The Sale Proceeds shall be calculated as follows: gross sale proceeds are applied first to pay Closing Costs, next to pay in full all amounts owing on the Senior Loan; next the Borrower shall pay to the City the City's Percentage of the then remaining unapplied Sale Proceeds, not to exceed the outstanding amount of principal and interest due on this Note. The remaining Sale Proceeds shall remain with Borrower. Such payment shall be due on the date of such Sale, and shall be applied first to any accrued but unpaid interest, then to reduce the principal balance of the City Loan. The City shall not be required to reconvey the lien of the City Deed of Trust if Sale Proceeds are insufficient to repay the City Loan in full. 9. BUY OUT OPTION. Prior to the initial disbursement under this Note, the Borrower shall grant to the City a right of first refusal (subject to any purchase option and/or right for first refusal granted to one or more of the General Partner(s) of the Borrower and any rights of the investor limited partner of Borrower under the Partnership Agreement) (the "City Right of First Refusal") to acquire the Property if Borrower desires to transfer the Property to an entity that is not affiliated with one or more of Borrower's general partners. The City Right of First Refusal shall be in form and substance acceptable to the City, shall comply with all applicable Tax Credit requirements and shall, at minimum, include that the purchase price will not be less than the amount of any bona fide third party offer received by Borrower. The City Right of First Refusal is hereby subordinated to the Senior Loan Deed of Trust and the other Senior Loan Documents, and in any event, the City Right of First Refusal shall automatically terminate, without any further action by Borrower, the City or any other party upon the initial disbursement under this Note. Senior Lender is hereby made a third party beneficiary of the immediately preceding sentence, and such sentence shall not be amended or deleted without Senior Lender's prior written consent. 10. ACCELERATED LOAN PAYMENT. The full principal amount outstanding plus accrued but unpaid interest thereon, shall be due and payable on the earlier to occur of the following: (a) Sale or Refinancing of the Property as provided further in Section 15 hereof; unless: (i) in the case of a Sale in which the City's Percentage of the Sale Proceeds are insufficient to repay in full the City Loan, the City approves such sale and the purchaser assumes the balance of the City Loan in accordance with the terms of this Note; or (ii) in the case of a Refinancing in which the City's Percentage of the Refinancing Proceeds are insufficient to repay in full the City Loan, the City approves such Refinancing and the Borrower remains obligated pursuant to the terms of this Note; (b) if an Event of Default occurs pursuant to Section 16 hereof; or (c) The date that is fifty-five (55) years after the date of execution of the Certificate of Completion. 7 ouncil 39 - 286 5/17/2022 City clusionary Housing Program Loan Note EXHIBIT 4 11. PREPAYMENT. Borrower may prepay the outstanding principal balance under this Note, in whole or in part, together with any accrued but unpaid interest, if any, and other sums owed to the City under this Note, if any, at any time without penalty. In the event of prepayment by Borrower, the Loan Agreement (only with respect to any continuing obligations of Borrower that survive repayment in full of the loan) and the Affordability Restrictions on Transfer of Property shall remain intact, and shall be unaffected by the prepayment of this Note by the Borrower. 12. LAWFUL MONEY. Principal and interest are payable in lawful money of the United States of America. 13. APPLICATION OF PAYMENTS; LATE CHARGES. (a) Any payments received by the City pursuant to the terms hereof shall be applied first to sums, other than principal and interest, due the City pursuant to this Note, next to the payment of all interest accrued to the date of such payment, and the balance, if any, to the payment of principal. (b) If any payment is not received by the City within thirty (30) days following the due date thereof, then in addition to the remedies conferred upon the City pursuant to this Note and the other Loan Documents: (i) a late charge of four percent (4%) of the amount due and unpaid will be added to the delinquent amount to compensate the City for the expense of handling the delinquency; and (ii) the amount due and unpaid, excluding the late charge, shall bear interest at twelve percent (12%) per annum, or the maximum amount allowed by law, whichever is less, computed from the date on which the amount was due and payable until paid. Without prejudice to the rights of the City hereunder or under any of the other Loan Documents, Borrower shall indemnify the City against, and shall pay the City on demand, any expense or loss which it may sustain or incur as a result of the failure by Borrower to pay when due any installment of interest and/or principal, fees, or other amounts payable to the City under this Note or any other Loan Document, to the extent that any such expense or loss is not recovered pursuant to such foregoing provisions. A certificate of the City setting forth the basis for the determination of the amounts necessary to indemnify the City in respect of such expenses or direct loss, submitted to Borrower by the City, shall be conclusive and binding for all purposes except as corrected by Borrower notice to City within ten (10) days of receipt of such certificate from City. 14. SECURITY. This Note is secured by the City Deed of Trust. 15. ACCELERATION BY REASON OF TRANSFER OR FINANCING. 15.1. In order to induce City to make the City Loan evidenced hereby, Borrower Q ouncil 39 — 287 5/17/2022 City clusionary Housing Program Loan Note EXHIBIT 4 agrees that in the event of any transfer of the Property without the prior written consent of City (other than a transfer resulting from a foreclosure, or conveyance by deed in lieu of foreclosure, by the holder of the Senior Loan Deed of Trust), City shall have the absolute right at its option, upon at least 30 days' prior written notice to Borrower, to declare all sums secured hereby immediately due and payable. Consent to one such transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. City may grant or deny such consent in its sole and absolute discretion and, if consent should be given, any such transfer shall be subject to this Section 15, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein. Such assumption shall release Borrower from all liability thereunder from and after the date of such assumption. 15.2. As used herein, "transfer" includes the Sale, agreement to sell, transfer or conveyance of the Property, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment land sale contract or similar instrument affecting all or a portion of the Property, or the lease of all or substantially all of the Property. 'Transfer' shall not include the leasing of individual residential units on the Property, so long as Borrower complies with the provisions of the Loan Agreement and the Affordable Housing Restrictions relating to such leasing activity, nor shall it include a conveyance of the Property to a limited partnership in which a general partner of Borrower or an affiliate of a general partner of Borrower is a general partner, or to a corporation that is wholly owned by the Borrower or a general partner of Borrower and that is formed for the sole purpose of owning and operating the Property, or the sale back to the Borrower. In the event of any Refinancing or partial Refinancing in an amount in excess of the balance of the Senior Loan, without the prior written consent of City (which consent City may grant or deny in its sole discretion), then the entire outstanding balance of the City Loan together with all accrued and unpaid interest, shall be repaid to the City at the time of each Refinancing or partial Refinancing. 15.3. For the avoidance of doubt, a "transfer" shall not include (i) a transfer of any general partner's interest in Borrower when made in connection with the exercise by the Borrower's limited partner (the "Limited Partner") of its rights upon a default by a general partner under the Borrower's Partnership Agreement or upon a general partner's withdrawal in violation of the Partnership Agreement, so long as the removal and substitution of the defaulting general partner is made within thirty (30) days of such default or, if such removal and substitution cannot reasonably be completed within thirty (30) days, so long as the Limited Partner commences to take action to remove and substitute the general partner with a reasonable period and thereafter diligently proceeds to complete such substitution; (ii) any transfer of the Property to the managing general partner of Borrower pursuant to the right of first refusal or to the general partners of Borrower pursuant to the purchase option, as provided for in the Partnership Agreement; (iii) any transfer of the Limited Partner's interest in accordance with the Partnership Agreement; and (iv) any sale, transfer or other disposition of an interest in a limited partner of the Borrower. 16. EVENT OF DEFAULT. a ouncil 39 - 288 5/17/2022 City clusionary Housing Program Loan Note EXHIBIT 4 Subject to the provisions hereof, the occurrence of any of the following shall be deemed to be an event of default ("Event of Default") hereunder: (a) failure by Borrower to make any payments provided for herein, and if such default is not made good within the earlier of fifteen (15) days of written notice to Borrower of such default or thirty (30) days after such payment was due; or (b) failure by Borrower to perform any covenant or agreement in the City Deed of Trust, the Loan Agreement, or the Affordability Restrictions on Transfer of Property within thirty (30) days after written demand therefor by City (or, in the event that more than thirty (30) days is reasonably required to cure such default, should Borrower fail to promptly commence such cure, and diligently and continuously prosecute same to completion). 17. CURE BY LIMITED PARTNER. The City acknowledges that the Limited Partner of Borrower shall have the right, but not the obligation to cure any default hereunder. Any cure made or tendered by such Limited Partner shall be accepted as if made by Borrower. 18. REMEDIES. Upon the occurrence and during the continuance of an Event of Default, after any applicable notice has been provided and the expiration of any applicable cure period therefore, City may declare all sums evidenced hereby immediately due and payable by delivery to the Trustee named in the City Deed of Trust securing this Note, and to Borrower, written declaration of default and demand for sale, and written notice of default and of election to cause the Property to be sold, which notice Trustee shall cause to be duly filed for record and City may foreclose on the City Deed of Trust. City shall also deposit with Trustee the City Deed of Trust, this Note and all documents evidencing expenditures secured thereby and evidenced hereby. No delay or omission on the part of the City in exercising any right under this Note or under any of the other Loan Documents shall operate as a waiver of such right. 19. ATTORNEYS' FEES. If this City Loan Note is not paid when due or if any Event of Default occurs, Borrower promises to pay all costs of enforcement and collection, including but not limited to, reasonable attorneys' fees, whether or not any action or proceeding is brought to enforce the provisions hereof. 20. SEVERABILITY. Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared by a court of competent jurisdiction, to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. 21. CALCULATION OF INTEREST. In ouncil 39 — 289 5/17/2022 City clusionary Housing Program Loan Note EXHIBIT 4 Interest hereunder shall be calculated on the basis of a three hundred sixty (360) day year consisting of twelve (12) months of thirty (30) days each, except that interest due and payable for a period less than a full month shall be calculated by dividing (a) the product of (i) the actual number of days elapsed in such period, (ii) the outstanding principal balance hereunder during that period and (iii) the Note interest rate in effect hereunder during that period by (b) 360. 22. NUMBER AND GENDER. In this Note the singular shall include the plural and the masculine shall include the feminine and neuter gender, and vice versa, if the context so requires. 23. NON -RECOURSE. The City Loan is a nonrecourse obligation of the Borrower. Neither Borrower nor any other party, including Borrower's partners, shall have any personal liability for repayment of the City Loan or for any other amounts under any of the documentation evidencing, securing or describing the City Loan. The sole recourse of City under this Note and the City Deed of Trust for repayment of the City Loan and for such other amounts arising therefrom shall be the exercise of its rights against the Property and related security thereunder. 24. SUBORDINATION. Any agreement by the City to subordinate the City Deed of Trust and/or Regulatory Agreements to an encumbrance securing and/or evidencing Approved Financing (each such Approved Financing, a "Senior Loan"), will be subject to the satisfaction of each of the following conditions: 1. All of the proceeds of the proposed Senior Loan, less any transaction costs, are used to provide acquisition, construction and/or permanent financing for the Project, or any combination thereof, 2. The proposed lender of a Senior Loan (each a "Senior Lender") must be a state or federally chartered financial institution, a nonprofit corporation or a public entity that is not affiliated with Borrower; 3. Borrower demonstrates to the City's satisfaction that subordination of the City Deed of Trust and/or Affordability Restrictions on Transfer of Property is necessary to secure adequate acquisition, construction and/or permanent financing to ensure the viability of the Project, including the operation of the Project as affordable housing, as required by the Loan Documents. To satisfy this requirement, Borrower must provide to the City, in addition to any other information reasonably required by the City, evidence demonstrating that the proposed amount of the Senior Loan is necessary to provide adequate construction and/or permanent financing to ensure the viability of the Project, and adequate financing for the Project would not be available without the proposed subordination; ouncil 39 — 290 5/17/2022 City clusionary Housing Program Loan Note EXHIBIT 4 4. The subordination agreement(s) is structured to minimize the risk that the City Deed of Trust and/or Affordability Restrictions on Transfer of Property will be extinguished as a result of a foreclosure by the Senior Lender or other holder of the Senior Loan. To satisfy this requirement, the subordination agreement must provide the City with adequate rights to cure any defaults by Borrower, including: (i) providing the City or its successor with copies of any notices of default at the same time and in the same manner as provided to Borrower; and (ii) providing the City with a cure period of at least sixty (60) days to cure any default; 5. The subordination(s) of the City Loan is effective only during the original term of the Senior Loan and any extension of its term that is approved in writing by the City; 6. No subordination may limit the effect of the City Deed of Trust and/or the Affordability Restrictions on Transfer of Property before a foreclosure, nor require the consent of the Senior Lender prior to the City exercising any remedies available to the City under the Loan Documents; and 7. Upon a determination by the City Executive Director that the conditions in this Section have been satisfied, the Executive Director or his/her designee, will be authorized to execute the approved subordination agreement without the necessity of any further action or approval by the City Council. Execution of any subordination agreement will evidence and constitute the determination of the City that all requirements of this Section have been satisfied or waived. Notwithstanding anything to the contrary contained in the Loan Documents, with prior 30-days written notice to City, Borrower may refinance the Senior Loan with a non- profit, commercial, governmental or institutional lender without the prior consent of the City ("Refinanced Senior Indebtedness"), and the City hereby agrees to subordinate the lien of its Deed of Trust (but not the Affordability Restrictions on Transfer of Property) to the Refinanced Senior Indebtedness and the lien of any deed of trust or mortgage securing the Refinanced Senior Indebtedness, provided that the principal balance of the Refinanced Senior Indebtedness does not exceed the then outstanding principal balance of the Senior Loan plus the costs incurred in securing the Refinanced Senior Indebtedness. 25. RESERVED. 26. RESERVED. 27. FORCE MAJEURE. Notwithstanding specific provisions of this Note, performance hereunder shall not be deemed to be in default where delays or defaults are due to: war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; acts of God or other deities; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; Citynouncil 39 — 291 5/17/2022 clusionary Housing Program Loan Note EXHIBIT 4 inability to secure necessary labor, materials or tools; delays of any contractor or supplier; acts of the other party; acts or failure to act of the City or any other public or governmental City or entity (except that any act or failure to act of City shall not excuse performance by City); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time the party claiming such extension gives notice to the other party, provided notice by the party claiming such extension is given within thirty (30) days after the commencement of the cause. Times of performance under this Note may also be extended in writing by the City and the Borrower. 28. ASSIGNMENTS. The City, and the assignee of the City, shall have the right to assign this Note and the City Deed of Trust securing this Note, without any further act of Borrower. The assignee shall give notice to Borrower as soon as practicable after such assignment. {signatures on following page) council 39 - 292 5/17/2022 City clusionary Housing Program Loan Note EXHIBIT 4 This Note is hereby agreed to and executed on the date first set forth above. "BORROWER" Westview House LP, a California limited partnership By: Westview House CDP LLC, a California limited liability company Its: Administrative General Partner By: Community Development Partners, a California corporation Its: Sole Managing Member By: Kyle Paine Its: President By: Westview Mercy House CHDO, LLC, a California limited liability company Its: Managing General Partner By: Mercy House CHDO, Inc., a California nonprofit public benefit corporation Its: Sole Managing Member By: Lawrence G. Haynes, Jr. Its: Chief Executive Officer la ouncil 39 - 293 5/17/2022 City clusionary Housing Program Loan Note EXHIBIT 4 Exhibit F: Affordability Restrictions on Transfer of Property City Council 39 — 294 5/17/2022 EXHIBIT 4 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, California 92702 Attention: Clerk of the Council SPACE ABOVE THIS LINE FOR RECORDING USE FREE RECORDING REQUESTED [Government Code Section 6103] INCLUSIONARY HOUSING PROGRAM AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (2530 & 2534 Westminster Avenue, Santa Ana, California) THESE INCLUSIONARY HOUSING PROGRAM AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (the "Restrictions") are entered into as of May 26, 2022, by and between and Westview House LP, a California limited partnership ("Developer"), and the City of Santa Ana, a charter city and municipal corporation ("City"). RECITALS: A. Developer is the owner of that certain real property located at 2530 and 2534 Westminster Avenue ("Property"), located in the City of Santa Ana, more particularly described in Exhibit A, which is attached hereto and incorporated herein by this reference. B. The Developer and the City have entered into that certain Inclusionary Housing Program Loan Agreement, dated on or about the date hereof ("Loan Agreement"), for the purpose of providing eighty-four (84) units of housing that will be affordable to Extremely Low Income and Low Income households ("Restricted Units"), with one un-restricted unit reserved for an on -site manager, to which these Restrictions are attached as Exhibit F (any capitalized term that is not otherwise defined in these Restrictions shall have the meaning ascribed to such term in the Loan Agreement). C. The Loan Agreement provides, among other things, for the use of the Property for affordable housing with all Restricted Units being restricted to Extremely Low Income and Low Income households, at Affordable Rent(s). D. The Loan Agreement contains certain provisions relating to the use of the Property. 1 ouncil 39 — 295 5/17/2022 City clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 NOW, THEREFORE, CITY AND DEVELOPER COVENANT AND AGREE AS FOLLOWS: 1. Developer covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof) that Developer, such successors, and such assigns shall use the Property exclusively to provide affordable housing of Extremely Low Income and Low Income households, as provided in these Restrictions and in the Loan Agreement. 2. Developer, for itself and its successors and assigns, hereby covenants and agrees that all of the apartments in the Property (less one manager's unit) (the "Units") shall be rented exclusively, at Affordable Rent, to Extremely Low Income and Low Income households to the extent provided for herein. Area median income levels and Affordable Rents are subject to adjustment from time to time as provided in Section 3 below. 3. AFFORDABILITY REQUIREMENTS, USE AND MAINTENANCE OF THE PROPERTY 3.1. Use Covenants and Restrictions. (a) The Project shall consist of eighty-five (85) units, including one (1) on -site manager's unit. Developer agrees and covenants, which covenants shall run with the land and bind Developer, its successors, its assigns and every successor in interest to the Property that Developer will make all Restricted Units on the Property available to Extremely Low Income households and Low Income households at rents affordable to such households for fifty-five (55) years from the issuance of the Certificate of Completion. The City permits the Developer to limit the eligibility and/or give preference to a particular segment of the population in accordance with applicable state and federal laws. (b) At initial lease up, households in the Restricted Units cannot earn more than the Extremely Low Income limits and the Low Income limits as published by HUD for the Orange County, California PMSA, adjusted for household size. Rental increases shall be in conformance with federal and state law. (c) The rents for the Restricted Units must not exceed the applicable rents for the 30% Income Level for the Extremely Low Income Units and the 60% Income Level for the Low Income Units as published by the California Tax Credit Allocation Committee (TCAC). (d) Twenty-six (26) Extremely Low Income Units, consisting of twenty-three (23) one -bedroom units and three (3) two -bedroom units, shall be designated as permanent supportive housing units for persons experiencing chronic homelessness (PSH Units). (e) Maximum Occupancy will be two (2) people per room plus one (1). Example for a two -bedroom unit, five (5) people would be maximum occupancy. (f) Developer must have a written lease between tenant and owner for 2 Cityncouncil 39 — 296 5/17/2022 clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 a period of at least one year, unless a shorter period is mutually agreed upon. Leases must be consistent with Section 7. 3.2. Affordability Levels/Unit Mix: The affordability levels/unit mix for the Restricted Units in the Project are as follows: Unit Size 30% TCAC AMI 60% TCAC AMI Total No. Units Current Rent No. Units Current Rent 1 Bedroom 23 $756 23 2 Bedroom 3 $908 3 3 Bedroom 21 $1,049 13 $2,098 34 4 Bedroom 16 $1,170 8 $2,341 24 Total 63 21 84 The remaining unit will be an un-restricted 2-bedroom unit reserved for the onsite manager. (1) Annually with the financial statements, the Developer shall provide an annual report of rents and occupancy of all Restricted Units to verify compliance with affordability requirements. The affordable rents charged at the Project for the Restricted Units must comply with the more stringent of the standards set forth by the TCAC and the requirements of Section 6(b) of the CSCDA Regulatory Agreement, as defined in Section 24 hereof. A utility allowance must be deducted from the maximum affordable rent charged at the Project for each Restricted Unit. Initial rents may be recalculated to allowable rental amounts at the time of initial lease -up following completion of construction in accordance with any changes in allowable rent and income tables as published by HUD and TCAC. 3.3. Rent Increases. On an annual basis, the City shall provide Developer with the maximum allowable schedule of rents for the Property in accordance with changes in allowable rent and income tables published by HUD and TCAC. In no event can Developer charge any tenant more than such amount. All rent increases on the Restricted Units are subject to City approval pursuant to the terms of this Section. No later than sixty (60) days prior to the proposed implementation of any rent increase, Developer shall submit to the City a schedule of any proposed increase in the rent. The City will disapprove a rent increase if it does not comply with the restrictions set forth in Section 3.2 above. (a) Termination of Tenancy. Developer may not terminate the tenancy Cityncouncil 39 — 297 5/17/2022 clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 or refuse to renew the lease of tenant except for serious or repeated violation of the terms and conditions of the Lease; for violation of applicable federal, state, or local law; for completion of the transitional housing tenancy period (if the housing is transitional); or for other good cause. Any termination or refusal to renew must be preceded by not less than thirty (30) days by the Developer's service upon the tenant of a written notice specifying the grounds for the action. (b) Non -Qualifying Adjusted Income. Subject to the applicable requirements and provisions of, and changes to, Section 42 and 142(d) of the Internal Revenue Code of 1986, as amended (the " Code"), if, upon recertification of the income of a tenant of a Restricted Unit, the Developer determines that a tenant has an adjusted income exceeding 30% of the applicable Median Income for the Area or 60% of the applicable Median Income for the Area, as applicable, in each case, adjusted for household size as provided in Section 3.2 above, such tenant may be permitted to continue to occupy the Restricted Unit at the rental rate as provided for in Section 3.2 above, until the tenant chooses to vacate the Restricted Unit. After the Restricted Unit is vacated, the Restricted Unit shall be re -rented to a tenant pursuant to the terms, covenants and conditions of these Restrictions. 3.4. Loss of Project -Based Voucher Subsidy. It is anticipated that during the Term of Agreement the Project will maintain not less than 26 Project -Based Voucher ("PBV") Restricted Units("PBV Restricted Units"), supported by Project -Based Section 8 rental subsidy payments ("Rental Subsidy"). If, during the Term of Agreement, there is a reduction, termination or nonrenewal of the Rental Subsidy through no fault of Developer, such that the Rental Subsidy shown on the Project Budget is no longer available (or available in a lesser amount), Developer may request approval of the City (a) to remove the PSH designation for one or more of the twenty-six (26) PSH Units, (b) to allow households with adjusted incomes that do not exceed sixty percent (60%) of AMI, adjusted for actual household size, to occupy the extremely -low income units (i.e., a unit previously restricted to households with adjusted incomes that do not exceed 30% of AMI), and (c) to increase the rent on one or more of the PBV Restricted Units, to rents that are affordable to households with an adjusted income that does not exceed sixty percent (60%) of AMI, adjusted for household size appropriate for the PBV Restricted Unit. Any requested removal of the PSH Unit designation and/or any requested rent increase is subject to the following requirements: (a) concurrently with the request, Developer shall provide the City with evidence of the anticipated reduction, termination, or nonrenewal of the Rental Subsidy; (b) a Management Plan (as defined in Section 6.1(d) of the Loan Agreement) for the Project for the City's approval pursuant to Sections 6.1(d) and Exhibit G of the Loan Agreement, showing the impact of the loss or reduction of the Rental Subsidy; (c) a proposed operating budget reflecting the rent increases (the "Operating Budget"); and (d) a description of efforts to obtain alternate sources of rent. The number of PBV Restricted Units subject to the rent increase and the amount of the proposed increase may not be greater than the number or amount required to ensure that the Project generates sufficient income to cover its operating costs, required deposits to replacement 4 Cityncouncil 39 — 298 5/17/2022 clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 reserves, and debt service on approved financing as shown on the Operating Budget, and as is necessary to maintain the financial stability of the Project. In addition, upon a reduction, termination or nonrenewal of the Rental Subsidy as described above, Developer hereby agrees to the following: (a) Developer shall use good faith commercially reasonable efforts to obtain alternative sources of rental subsidies and shall provide the City with annual progress reports on efforts to obtain alternative sources of rental subsidies that would allow the rents to be reduced. Upon receipt of any alternative rental subsidies, Developer shall reduce the rents back to the original restrictions to the extent that the alternative rental subsidies provide sufficient income to cover the operating costs, required replacement reserves and debt service of the Project as shown on the Operating Budget. (b) Developer shall provide tenants in the PBV Restricted Units with notice of any rent increase pursuant to this Section 3.4, and shall notify the tenant that if they have received a tenant -based voucher from the Housing Authority of the City of Santa Ana they may use the tenant -based voucher for their PBV Restricted Unit. (c) All rent increases for the PBV Restricted Units are subject to City approval pursuant to the terms of this Section 3.4. No later than sixty (60) days prior to the proposed implementation of any rent increase, Developer shall submit to the City a schedule of any proposed increase in the rent. The City will disapprove a rent increase if it does not comply with the restrictions set forth in this Section 3.4. Notwithstanding the foregoing, rent increases for the PBV Restricted Units shall be subject to review and approval of the City. Developer shall give tenants of all PBV Restricted Units written notice at least sixty (60) days prior to any rent increase. 3.5. Reserved. 4. Developer, its successors and assigns shall not charge rents for the Restricted Units in excess of the amounts set forth herein, as adjusted on the basis of the revised schedules of area median incomes issued from time -to -time by HUD. The City shall notify Developer in writing of the adjusted allowable maximum incomes and rents. 5. Developer shall adopt and include as part of its Management Plan (described in Section 11 below), written tenant selection policies and criteria for the Restricted Units that meet the following requirements: 5.1. Are consistent with the purpose of providing housing for Extremely Low and Low Income households; 5.2. Are reasonably related to program eligibility and the applicants' ability to perform the obligations of the lease; 5.3. Give reasonable consideration to the housing needs of households that S it 39 — 299 5/17/2022 tylecounc Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 would have a preference under 42 CFR §906.211 (Federal selection preferences for admission to Public Housing); 5.4. Provide for: (a) The selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; and (b) The prompt written notification to any rejected applicant of the grounds for any rejection; 5.5. Subject to compliance with applicable California and federal fair housing laws and Section 142(d) and Section 42 of the Code, local preference for Santa Ana residents and workers in tenant selection shall be a requirement of the Project. Subject to applicable laws and Section 142(d) and Section 42 of the Code and regulations governing nondiscrimination and preferences in housing occupancy required by HUD or the State of California, as well as the City of Santa Ana Affordable Housing Funds Policies and Procedures, the Developer shall give preference in leasing units in the following order of priority: (a) First priority shall be given to persons who have been permanently displaced or face permanent displacement from housing in Santa Ana as a result of any of the following: (i) A redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) -- applicable only to projects funded by the Low and Moderate Income Housing Asset Fund; (ii) Ellis Act, owner -occupancy, or removal permit eviction; (iii) Earthquake, fire, flood, or other natural disaster; (iv) Cancellation of a Housing Choice Voucher HAP Contract by property owner; or (v) Governmental Action, such as Code Enforcement. (b) Second priority shall be given to persons who are either: (i) Residents of Santa Ana; and/or (ii) Working in Santa Ana at least 32 hours per week for at least the last 6 months. The Restricted Units will still be available to the general public, as required under Section 142(d) of the Code and Section 42 of the Code, and these preferences do not restrict the availability of the units to the general public. 5.6. Carry out the Affirmative Marketing procedures of the City of Santa Ana, which are designed to provide information and otherwise attract eligible persons from all racial, ethnic and gender groups in the housing market area to the units. . 6 Cityncouncil 39 — 300 5/17/2022 clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 6. Developer, its successors and assigns, shall not refuse to lease a unit to a holder of a rental voucher under 24 CFR part 982 (Housing Choice Voucher Program) or to a holder of a comparable document evidencing participation in a federally funded tenant -based assistance program because of the status of the prospective tenant as a holder of such certificate of family participation, rental voucher, or comparable tenant -based assistance document. Total rents charged to the tenant for the tenant's share of rent shall not exceed the allowable rents as described above. 7. Any lease of any of the units must be for not less than one year, unless by mutual agreement between the tenant and the Developer. Should the tenant and Developer agree to a term of less than one year, said agreement shall be expressed in some type of written form, signed by the tenant, and maintained in the tenant's rental file held by the Developer. The lease may not contain any of the following provisions (in which references to "owner" shall mean the Developer, its successors or assigns): 7.1. Agreement by the tenant to be sued, to admit guilt, or to a judgment in favor of the owner in a lawsuit brought in connection with the lease; 7.2. Agreement by the tenant that the owner may take, hold, or sell personal property of household members without notice to the tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the housing Unit after the tenant has moved out of the Unit. The owner may dispose of this personal property in accordance with state law; 7.3. Agreement by the tenant not to hold the owner or the owner's agent legally responsible for any action or failure to act, whether intentional or negligent; 7.4. Agreement of the tenant that the owner may institute a lawsuit without notice to the tenant; 7.5. Agreement by the tenant that the owner may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties; 7.6. Agreement by the tenant to waive any right to a trial by jury; 7.7. Agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and 7.8. Agreement by the tenant to pay attorney's fees or other legal costs even if the tenant wins in a court proceeding by the owner against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. 7 Cityncouncil 39 — 301 5/17/2022 clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 8. Developer, its successors or assigns, must adhere to state law requirements with regard to termination of tenancy. 9. Developer shall maintain the improvements on the Property in compliance with HUD's housing quality standards (at 24 CFR 92.504(c)(6)) and all state and local code requirements (California Health and Safety Code section 33418), and shall keep the Property free from any unreasonable accumulation of debris or waste materials. Developer shall also maintain in a healthy condition any landscaping planted on the Property. 10. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, mental or physical disability, marital status, national origin or ancestry in the sale, lease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property, as required by the Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. 3601-20) and all implementing regulations, and the Age Discrimination Act of 1975, and all implementing regulations. 11. Not later than fifteen (15) business days prior to the Close of Escrow, Developer shall submit to the Executive Director a Management Plan in a form that is acceptable to the Executive Director, including, but not limited to, the components listed below. Approval of the Management Plan must be obtained from the Executive Director not later than the time for the Close of Escrow. Developer shall manage the Restricted Units in accordance with the approved Management Plan, including such amendments as may be approved in writing from time to time by the Executive Director, for the term of the income and rent restrictions contained in these Restrictions. The components of the Management Plan shall include: 11.1. Management Agent. Developer shall submit the name and qualifications of the proposed Management Agent. The Executive Director shall approve or disapprove the proposed Management Agent in writing based on the experience and qualifications of the Management Agent. 11.2. Management Agreement. Developer shall submit a copy of the proposed management agreement specifying the amount of the management fee, and the relationship and division of responsibilities between Developer and Management Agent. 11.3. Annual Budget and Projected Cash Flows. Prior to the Closing, and annually thereafter not later than seventy-five (75) days after the close of each calendar year thereafter until the Loan is repaid in full, Developer shall submit a projected operating budget and cash flow to the Executive Director. The budget and cash flow shall be in a form that is acceptable to the Executive Director. 11.4. Tenant Selection Policies. Developer shall include in the Management Q Cityncouncil 39 — 302 5/17/2022 clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 Plan the tenant selection policies in accordance with Section 5, above. 12. If at any time the City determines that the units are not being managed or maintained in accordance with the approved Management Plan, the City shall send the Developer a detailed description of the management deficiencies (a "Deficiency Notice"). If the deficiencies set forth in the Deficiency Notice are not cured within sixty (60) days (or such longer period as may be reasonably required to cure the deficiency), the Executive Director may require Developer to change management practices or to terminate the management contract and designate and retain a different management agent. The management agreement shall provide that it is subject to termination by Developer without penalty, upon thirty (30) days prior written notice, at the direction of the Executive Director upon failure to cure a Deficiency Notice within the time period specified above. Within thirty (30) days following a direction of the Executive Director to replace the management agent in accordance with the terms hereof, the Developer shall select another management agent or make other arrangements satisfactory to the Executive Director or designee for continuing management of the units. 12.1. Marketing Plan. The marketing plan will apply to all of the units in the Project, except the one manager's unit. The Developer shall submit a marketing plan for review and approval by the Executive Director which approval will not be unreasonably withheld, conditioned or delayed. The marketing plan must contain procedures that ensure marketing of the Restricted Units to Extremely Low Income and Low Income households throughout the City. Such procedures shall be applicable for initial rent -up and ongoing marketing of the units throughout the term of these Restrictions. Developer shall advertise vacancies of the Restricted Units in general distribution newspapers that circulate throughout the City. Where the Developer utilizes other forms of advertising, such advertising shall also be distributed throughout the City. 13. The covenants established in these Restrictions and any amendments hereto approved by the City and Developer shall, without regard to technical classification and designation, be binding for the benefit and in favor of the City and their respective successors and assigns. These Restrictions shall remain in effect for fifty-five (55) years from the issuance of the Certificate of Completion. In its discretion, the City may defer repayment of the Inclusionary Housing Program Loan or the City may agree to such reasonable modifications to the requirements of these Restrictions, as they may determine are necessary for the continued maintenance and operation of the Restricted Units. The covenants against discrimination shall remain in effect for the period of these Restrictions. 14. Developer shall not request disbursement of Inclusionary Housing Program funds until the funds are needed to pay eligible costs. The City shall have the right to disapprove any request if the City determines the request is for an ineligible item or is otherwise not in compliance with or inconsistent with the Loan Agreement. A Cityncouncil 39 — 303 5/17/2022 clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 15. Maintenance; Compliance with Law. During the term of these Restrictions, Developer agrees to maintain all interior and exterior improvements, including landscaping, on the Project in good condition, repair and sanitary condition (and, as to landscaping, in a healthy condition) and in accordance with any Management Plan approved by the City under these Restrictions (including without limitation any landscaping and signage), as the same may be amended from time to time, and all other applicable laws, rules, ordinances, orders, and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus, and officials. Developer acknowledges the great emphasis the City places on quality maintenance to protect its investment and to provide quality low income housing for its constituents and to ensure that all City subsidized affordable housing projects within the City are not allowed to deteriorate due to deficient maintenance. In addition, Developer shall keep the Project free from all graffiti and any accumulation of debris or waste material. Developer shall promptly make all repairs and replacements necessary to keep the Project in good condition and repair and shall promptly eliminate all graffiti and replace dead and diseased plants and landscaping with comparable approved materials. In the event that Developer breaches any of the covenants contained in this Section 15 and such default continues for a period of five (5) days after written notice from the City (with respect to graffiti, debris, waste material, and general maintenance) or thirty (30) days after written notice from the City (with respect to landscaping and building improvements), then the City, in addition to whatever other right or remedy it may have under the Loan Agreement, the other Loan Documents, these Restrictions or at law or in equity, shall have the right to enter upon the Project and perform or cause to be performed all such acts and work necessary to cure the default. Pursuant to such right of entry, the City shall be permitted (but is not required) to enter upon the Project and perform all acts and work necessary to protect, maintain and preserve the improvements and landscaped areas on the Project. Developer shall promptly pay to the City, as applicable, the amount of the expenditure arising from such acts and work of protection, maintenance, and preservation by the City and/or costs of such cure, including a fifteen percent (15%) administrative charge. 16. Developer shall prepare, maintain and submit to the City, as appropriate, the following records and reports: 16.1. Annual Reports. Developer shall file with the City an Annual Report (herein referred to as the "Annual Report") by June 15th of each calendar year, commencing with the end of the calendar year (or portion thereof) in which the Real Estate Closing occurs. The Annual Report shall contain a certification by Developer as to such information as the City Executive Director may then require, including, but not limited to, the following: (a) The fiscal condition of the Project, including the Annual Budget and Project Cash Flow report required by Section 11.3 which shall include a financial statement for the previous calendar year that includes a balance sheet and a profit and loss statement In Cityncouncil 39 — 304 5/17/2022 clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 indicating any surplus or deficit in operating accounts; a detailed itemized listing of income and expenses; and the amounts of any fiscal reserves. Such Annual Budget and financial statement shall be prepared in accordance with generally accepted accounting practices. The City Executive Director may require that the financial statement be audited at Developer's expense by an independent certified public accountant acceptable to the Executive Director. (b) Any substantial physical defects in the Project, including a description of any major repair or maintenance work undertaken or needed in the previous and current years. Such statement shall describe what steps Developer has taken in order to maintain the Project in a safe and sanitary condition in accordance with applicable housing and building codes. (c) The occupancy of the units indicating the income of each current resident and the current rents charged each resident and whether those rents include utilities, including records that demonstrate that the Project meets the requirements this Agreement. (d) General management performance, including tenant relations and other relevant information. (e) Records that demonstrate that the units meet the affordability requirements set forth in this Agreement, for the required period of affordability. (f) Evidence of a currently paid hazard insurance policy in accordance with the requirements of Section 3 of the City/Inclusionary Housing Program Deed of Trust, with a loss payable endorsement naming the City as a loss payee(s) together with other approved lenders (as their interests may appear), with a "Replacement Cost Endorsement" in amount sufficient to prevent Developer or City from becoming a co- insurer under the terms of the policy, but in any event in an amount not less than 100% of the then full replacement cost, to be determined at least once annually and subject to reasonable approval by the Executive Director. (g) Evidence of a currently paid liability insurance policy, naming the City as additional insured and in a form approved by the City Attorney with coverage as described in the Loan Agreement. (h) Termite reports pertaining to the Property every fifth (51h) year. (i) Such other information as may be reasonably required by the Executive Director or his/her designee. 16.2. Records and Audits. Developer shall maintain the following general program records, and make them available for inspection by the City, the State or HUD: (a) records which demonstrate that the project meets the property standard specified in Section 9; L,l council 39 — 305 5/17/2022 City clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 (b) records which demonstrates that the project meets the requirements of Section 3; (c) records which demonstrate compliance with the tenant and participant protections, as specified in Section 7; (d) records which demonstrate compliance with the Equal Opportunity and Fair Housing requirements outlined in these Restrictions. (i) Intentionally omitted; (ii) Intentionally omitted; (iii) Intentionally omitted; (e) documentation of the steps taken to carry out an affirmative marketing program in accordance with City policies; (f) if applicable, records which demonstrate compliance with the requirements relating to relocation of displaced persons. At a minimum, these shall include project occupancy lists identifying the name and address of all persons occupying the project property up until the date of the Real Estate Closing (i.e., the date on which Developer obtained site control); (g) if applicable, records concerning lead -based paint in accordance with 24 CFR 92.355; (h) if applicable, records which support any requests for waivers of the conflict of interest prohibition; (i) records of certifications of contractor qualifications as they relate to the debarment and suspension requirement; and 0) any other reports issued by other monitoring agencies. 16.3. All records pertaining to each calendar year of Inclusionary Housing Program funds must be retained for the most recent five year period, except that records of individual tenant income verifications, project rents and project inspections must be retained for the most recent five year period, until five years after the affordability period terminates. Developer shall cooperate with the City to retain all books and records relevant to the Loan Agreement for a minimum of five years after the expiration of the Loan Agreement and any and all amendments hereto, or for five years after the conclusion or resolution of any and all audits or litigation relevant to the Loan Agreement, whichever is later. The City, the State, the Office of the Auditor General of HUD, and/or their representatives shall have unrestricted reasonable access to all locations, books, and records for the purpose of monitoring, auditing, or otherwise examining said locations, books, and records with or without prior notice. L? council 39 — 306 5/17/2022 City clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 16.4. If so directed by the City, the State or HUD upon termination of the Loan Agreement, Developer shall cause all records, accounts, documentation and all other materials relevant to the work to be delivered to the City, the State or HUD, as depository. 16.5. All records, accounts, documentation and other materials relevant to the Project shall be accessible at any time to the authorized representatives of the City, the State or HUD, on reasonable prior notice, for the purpose of examination or audit. 16.6. Pursuant to 24 CFR Part 44, the City shall perform an annual audit at the close of each calendar year in which these Restrictions are in effect. Developer shall reasonably cooperate with City in performing such audit. 17. If an event of default occurs under the terms of these Restrictions, prior to exercising any remedies hereunder, City shall give Developer written notice of such default. If the default is reasonably capable of being cured within thirty (30) days, Developer shall have such period to effect a cure prior to exercise of remedies by the City under these Restrictions. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Developer: (i) initiates corrective action within said period; and (ii) diligently, continually, and in good faith works to effect a cure as soon as possible, then Developer shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by City. Any cure made or tendered by such limited partner shall be accepted as if made by Developer. The City is a beneficiary of the terms and provisions of these Restrictions and the covenants herein, both for and in their own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit these Restrictions and the covenants running with the land have been provided. Upon the occurrence of an event of default and the expiration of the notice and cure period specified above, the City shall have the right to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which they or any other beneficiaries of these Restrictions and covenants are entitled. 18. Default. Each of the following shall constitute an 'Event of Default" by Developer under these Restrictions: 18.1. Failure to Make Payments. Developer fails to make any payment due the City under these Restrictions within thirty (30) days after receiving written notice for said payment from the City; 18.2. Non -Monetary Failure to Perform. Developer fails to timely perform, comply with or observe any of the terms, covenants, or conditions of these Restrictions (other than those provisions elsewhere referred to in this Section 18) and such failure continues uncured or without Developer commencing to diligently cure for thirty (30) days after notice thereof in writing is given by the City to Developer, provided that if Developer L� luncil 39 — 307 5/17/2022 City clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 has commenced cure but cannot complete such cure reasonably within thirty (30) days, Developer shall have ninety (90) days from the date of notice to cure such failure without such failure constituting an event of default; 18.3. Senior Loan Document Breach. Any default or breach of Developer which continues uncured after the expiration of any applicable cure period under the Loan Agreement (including, but not limited to, the obligations of the Developer under Section 6 of the Loan Agreement), any Loan Document or any other loan document including, but not limited to, the Senior Loan Documents, as defined and set forth in the Loan Agreement; 18.4. Voluntary Suspension. The voluntary suspension of Developer's business or the dissolution or termination of the partnership (if any) constituting Developer; 18.5. Unauthorized Transfer. Developer's sale or other transfer of the Project in violation of this Agreement; 18.6. Fraud or Material Misstatement or Omissions. Any fraudulent act or intentional material omission of Developer pertaining to or made in connection with the Loan, Loan Documents or the Project that is not cured within thirty (30) days after written notice to Developer, unless such act or omission is not capable of cure; 18.7. Insolvency. A court having jurisdiction shall have made or entered any decree or order: (i) adjudging Developer to be bankrupt or insolvent; (ii) approving as properly filed a petition seeking reorganization of Developer or seeking any arrangement for Developer under the bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction; (iii) appointing a receiver, trustee, liquidator, or assignee of Developer in bankruptcy or insolvency or for any of their properties; or (iv) directing the winding up or liquidation of Developer, if any such decree or order described in clauses (i) to (iv), inclusive, shall have continued unstayed or undischarged for a period of ninety (90) days, unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period will apply under this section as well; or Developer shall have admitted in writing its inability to pay its debts as they fall due or shall have voluntarily submitted to or filed a petition seeking any decree or order of the nature described in clauses (i) to (iv), inclusive. The occurrence of any of the events of default in this paragraph shall act to accelerate automatically, without the need for any action by the City, the indebtedness evidenced by the Note; or 18.8. Project Monies. Developer's intentional misapplication or embezzlement of Project monies. 19. Reserved. Cityncouncil 39 — 308 5/17/2022 clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 20. Remedies. The occurrence of any Event of Default shall, either at the option of the City or automatically where so specified, relieve the City of any obligation to make or continue the Loan and shall give the City the right to proceed with any and all remedies set forth in these Restrictions or otherwise available at law or in equity or by statute (and all of the City's rights and remedies shall be cumulative), including but not limited to the following: 20.1. Acceleration of Note. The City shall have the right to cause all indebtedness of the Developer to the City under the Note, together with any accrued interest thereon, to become immediately due and payable. The Developer waives all right to presentment, demand, protest or notice of protest, or dishonor. The City may proceed to enforce payment of the indebtedness and to exercise any or all rights afforded to the City as a creditor and secured party under the law, including the Uniform Commercial Code, including foreclosure under the Deed of Trust. The Developer shall be liable to pay the City on demand all expenses, costs and fees (including, without limitation, reasonable attorneys' fees and expenses) paid or incurred by the City in connection with the enforcement of this provision, provided that such expenses, costs and fees shall be subordinate to the Senior Loan made to Developer and the Senior Loan Documents. 20.2. Specific Performance. The City shall have the right to mandamus or other suit, action or proceeding at law or in equity to require Developer to perform its obligations and covenants under these Restrictions or to enjoin acts on things, which may be unlawful, or in violation of the provisions of these Restrictions. The Developer shall be liable to pay the City on demand all expenses, costs and fees (including, without limitation, reasonable attorneys' fees and expenses) paid or incurred by the City in connection with the enforcement of these Restrictions. 20.3. Right to Cure at Developer's Expense. The City shall have the right to cure any monetary Event of Default by Developer under these Restrictions. The Developer agrees to reimburse the City for any funds advanced by the City to cure a monetary default by Developer upon demand therefore, together with interest thereon at the rate of twelve percent (12%) per annum or the maximum rate permitted by law, whichever rate is lesser, from the date of expenditure until the date of reimbursement. 20.4. Remedies Cumulative. No right, power, or remedy given to the City by the terms of these Restrictions is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to the City by the terms of any such instrument, or by any statute or otherwise against Developer and any other person. Neither the failure nor any delay on the part of the City to exercise any such rights and remedies shall operate as a waiver thereof, nor shall any single or partial exercise by the City of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy. 20.5. Waiver of Terms and Conditions. No waiver of any default or breach by Developer hereunder shall be implied from any omission by the City to take action on council 39 — 309 5/17/2022 City clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the waiver, and such waiver shall be operative only for the time and to the extent therein stated. Waivers of any covenant, term, or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition. The consent or approval by the City to or of any act by Developer requiring further consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar act. The exercise of any right, power, or remedy shall in no event constitute a cure or a waiver of any default under these Restrictions or the Loan Documents, nor shall it invalidate any act done pursuant to notice of default, or prejudice the City in the exercise of any right, power, or remedy hereunder or under the Loan Documents, unless in the exercise of any such right, power, or remedy all obligations of Developer to City are paid and discharged in full. 21. The covenants and agreements contained herein shall run with the land and not be personal obligations of Developer. Upon the sale, conveyance or other transfer of the Property (a "Transfer") and the assumption of the obligations hereunder by a transferee, Developer's liability for performance shall be terminated as to any obligation to be performed hereunder after the date of such Transfer. 22. The Loan Agreement and all of its attachments shall be enforceable by City in accordance with the terms thereof. Each of the Loan Agreement, the Affordability Restrictions on Transfer of Property, the City/Inclusionary Housing Program Loan Note and the City/Inclusionary Housing Program Deed of Trust provide a means of enforcement by the City if Developer is in breach of its obligations hereunder and thereunder, including liens on the Property, use and deed restrictions and covenants running with the land. 23. Additional Terms. 23.1. Indemnity. To the fullest extent permitted by law, the Developer agrees to indemnify, hold harmless and defend the City and its elected officials, officers, governing members, employees, attorneys and agents (collectively, the "Indemnified Parties"), from and against any and all losses, damages, claims, actions, liabilities, costs and expenses of any and every conceivable nature, kind or character (including, without limitation, reasonable attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject to under any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to: (a) these Restrictions or the execution or amendment thereof in connection with the transactions contemplated thereby; (b) Developer's ownership or operation of the Property and the Project or any act or omission of the Developer or any of its agents, contractors, servants, employees or licensees in connection with the Property and the Project, the operation of the Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation, operation or rehabilitation of, the Project or any part thereof, "'Council 39 — 310 5/17/2022 clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 (c) any lien or charge upon payments by the Developer to the City, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the City in respect of any portion of the Project; (d) any violation of any environmental law, rule or regulation with respect to, or the release of any toxic substance from, the Property or the Project or any part thereof, or (e) any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact by the Developer contained in any Loan Document or any of the documents or instruments relating to said Loan Documents that the City relied upon in making the Loan; except to the extent such damages are caused by the gross negligence or willful misconduct of such Indemnified Party. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Developer, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment and payment for of counsel selected by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same; provided that the Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement. 23.2. Time. Time is of the essence in these Restrictions. 23.3. Construction. Except where the context otherwise requires, words imparting the singular number shall include the plural number and vice versa, words imparting persons shall include firms, associations, partnerships and corporations, and words of either gender shall include the other gender. 23.4. Waiver of Jury Trial. Unless prohibited by Federal, State or local laws, each parry to these Restrictions hereby expressly waives any right to trial by jury of any claim, demand, action or cause of action arising under any Loan Document or in any way connected with or related or incidental to the dealings of the parties hereto or any of them with respect to any Loan Document, or the transactions related thereto, in each case whether now existing or hereafter arising, and whether sounding in contract or tort or otherwise; and each party hereby agrees and consents that any such claim, demand, action or cause of action shall be decided by court trial without a jury, and that any party to these Restrictions may file an original counterpart or a copy of this section with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jury. 23.5. Nonliability. By accepting or approving anything required to be performed or given to City under these Restrictions, City shall not be deemed to have warranted or represented the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty or representation by City to anyone. 23.6. Obligations Unconditional and Independent. Notwithstanding the existence at any time of any obligation or liability of City to Developer, or any claim by Developer against City, in connection with these Restrictions or otherwise, Developer hereby waives Cityncouncil 39 — 311 5/17/2022 clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 any right it might otherwise have: (a) to offset any such obligation, liability or claim against Developer's obligations under these Restrictions; or (b) to claim that the existence of any such obligation, liability or claim excuses the nonperformance by Developer of any of its obligations under these Restrictions. 24. CSCDA Regulatory Agreement. The parties hereto acknowledge that the Developer and California Statewide Communities Development Authority are entering into that certain Regulatory Agreement and Declaration of Restrictive Covenants (the "CSCDA Regulatory Agreement") with respect to the Property and the issuance of tax- exempt financing and further agree that as long as the CSCDA Regulatory Agreement is in effect, to the extent of any conflicting provisions between the CSCDA Regulatory Agreement and the Restrictions, the CSCDA Regulatory Agreement shall control. That notwithstanding, the fact that the Restrictions and the CSCDA Regulatory Agreement provide for greater, lesser or different obligations or requirements shall not be deemed a conflict unless the applicable provisions are inconsistent and could not be simultaneously enforced or performed. 25. Notices. All notices, demands, approvals and other communications provided for in the Loan Documents shall be in writing and be delivered to the appropriate party by personal service or U.S. mail at its address as follows: If to Developer: Westview House LP c/o Westview House CDP LLC 3416 Via Oporto, Suite 301 Newport Beach, CA 92663 Attn: Kyle Paine With a copy to: Westview House Mercy House CHDO LLC 807 N. Garfield Street Santa Ana, CA 92701 Attn: Lawrence G. Haynes, Jr. And: Sabelhaus & Strain, LLP 1724 1Oth Street, Suite 110 Sacramento, CA 95811 Attn: Stephen A. Strain, Esq. And: Chernove and Associates, Inc. 16027 Ventura Boulevard #660 Encino, CA 91436 Attn: Sheldon Chernove, Esq. And: R4 WHCA Acquisition LP c/o R4 Capital LLC 780 Third Avenue, 16th Floor New York, New York 10017 Attention: Marc Schnitzer iR Cityncouncil 39 — 312 5/17/2022 clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 E-Mail: mschnitzerkR4cap.com And: Frost Brown Todd LLC 400 West Market Street, Suite 3200 Louisville, Kentucky 40202 Attention: Amy Curry If to City: City of Santa Ana Executive Director (CDA) 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 With a copy to: City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 Addresses for notice may be changed as required by written notice to all other parties. All notices personally served shall be effective when actually received. All notices mailed shall be effective three (3) days after deposit in the U.S. Mail, postage prepaid. The foregoing notwithstanding, the non -receipt of any notice as the result of a change of 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 notice. {signatures on following page) LQ Cityncouncil 39 — 313 5/17/2022 clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 IN WITNESS WHEREOF, the parties hereto have caused these Affordability Restrictions on Transfer of Property to be executed on the date set forth hereinabove. ATTEST: CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager Dated: APPROVED AS TO FORM: SONIA R. CARVALHO, City Attorney By: Ryan O. Hodge Assistant City Attorney Dated: RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency Dated: Cityncouncil 39 — 314 5/17/2022 clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 4 DEVELOPER Westview House LP, a California limited partnership By: Westview House CDP LLC, a California limited liability company Its: Administrative General Partner By: Community Development Partners, a California corporation Its: Sole Managing Member By: Kyle Paine Its: President By: Westview Mercy House CHDO, LLC, a California limited liability company Its: Managing General Partner By: Mercy House CHDO, Inc., a California nonprofit public benefit corporation Its: Sole Managing Member By: Lawrence G. Haynes, Jr. Its: Chief Executive Officer ? Cityncouncil 39 — 315 5/17/2022 clusionary Housing Program Affordability Restrictions on Transfer of Property EXHIBIT 5 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 6103 & 27383 When Recorded Mail to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council SPACE ABOVE THIS LINE FOR RECORDING USE FREE RECORDING REQUESTED [Government Code Section 6103] RENTAL REHABILITATION PROGRAM LOAN AGREEMENT by and between the CITY OF SANTA ANA Westview House LP a California limited partnership (2530 & 2534 Westminster Avenue, Santa Ana, California) Dated: May 26, 2022 City Council 39 — 316 5/17/2022 EXHIBIT 5 TABLE OF CONTENTS Section 1. DEFINITIONS AND INTERPRETATION ............................................. 2 1.1. Defined Terms.................................................................................................... 2 1.2. Singular and Plural Terms.................................................................................... 7 1.3. References and Other Terms................................................................................ 8 1.4. Exhibits Incorporated........................................................................................... 8 Section 2. [RESERVED]............................................................................................ 8 Section 3. SCOPE OF WORK/ PROJECT BUDGET ............................................... 8 Section 4. [RESERVED]............................................................................................ 8 Section5. LOANS...................................................................................................... 8 Section 6. CONDITIONS TO DISBURSEMENT OF LOAN PROCEEDS ............. 9 Section 7. AFFORDABILITY REQUIREMENTS, USE AND MAINTENANCE OF THE PROPERTY....................................................................................................... 14 Section 8. RESERVED............................................................................................ 19 Section 9. GENERAL PROVISIONS AND WARRANTIES ................................. 19 Section 10. CONDITIONS FOR CONSTRUCTION ................................................ 22 Section 11. FEDERAL (HOME PROGRAM) COVENANTS ................................. 25 Section 12. MAINTENANCE, MANAGEMENT, OPERATION, PRESERVATION AND REPAIR OF PROPERTY....................................................................................... 30 Section 13. NONDISCRIMINATION COVENANTS .............................................. 33 Section 14. ENVIRONMENTAL MATTERS.......................................................... 33 Section 15. OTHER AFFIRMATIVE COVENANTS .............................................. 34 Section 16. OTHER NEGATIVE COVENANTS..................................................... 36 Section 17. CERTIFICATE OF COMPLETION...................................................... 37 Section 18. INDEMNIFICATION............................................................................. 38 Section 19. INSURANCE, CASUALTY AND CONDEMNATION ....................... 40 Section 20. DEFAULTS AND REMEDIES.............................................................. 44 Section 21. MISCELLANEOUS................................................................................ 48 i ur�cil 39 — 317 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 LOAN AGREEMENT RENTAL REHABILITATION PROGRAM THIS LOAN AGREEMENT (the "Agreement") dated, for identification purposes only, as of May 17, 2022, is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation (referred to herein as "City") and Westview House LP, a California limited partnership (referred to herein as "Developer"), with reference to the following: RECITALS: A. City has received an allocation of funds from the United States Department of Housing and Urban Development ("HUD") under the Rental Rehabilitation Program pursuant to Section 301 of the 1983 Housing and Urban -Rural Recovery Act; B. On April 7, 2020, the Santa Ana City Council authorized the City Manager to execute a pre -commitment letter with Community Development Partners ("CDP") and Mercy House Community Housing Development Organization ("Mercy House CHDO") for three hundred and eight six thousand, five hundred and twenty three dollars and no cents ($386,523.00) in Rental Rehabilitation Program funds. C. Developer is the owner of that certain property commonly known as 2530 and 2534 Westminster Avenue, within the City of Santa Ana, California, and legally described in Exhibit A attached hereto (the "Property"). The loans referenced herein shall assist in the acquisition and new construction of said Property for a multifamily residential housing development. D. In furtherance of the Rental Rehabilitation Program, Developer has applied to the City for a loan with which to: 1. provide deeper affordability for a longer term, as well as acquire and construct the Property, and 2. thereafter to maintain, operate and professionally manage the Property as decent, safe, sanitary and affordable rental housing. E. City, on certain terms and conditions, desires to make such loan to Developer in order to make possible the acquisition and construction of the Property, to expand the supply of decent, safe, sanitary and affordable housing. F. If there is any discrepancy between Federal and State guidelines with regard to any of the terms and conditions contained herein, the more stringent shall apply. G. This Agreement and all of its attachments shall be enforceable by City in accordance with the terms thereof. Each of the Agreement, the Affordability Restrictions on Transfer of Property, the City/Rental Rehabilitation Program Loan Note and the City/Rental Rehabilitation Program Loan Deed of Trust provide a means of enforcement rbitYCOURCil 39 — 318 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 by the City if Developer is in breach of its obligations hereunder and thereunder, including liens on the Property, use and deed restrictions and covenants running with the land [24 CFR 92.504 (c) (13)]. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, City and Developer agree as follows: Section 1. DEFINITIONS AND INTERPRETATION 1.1. Defined Terms. All capitalized terms used herein, including, without limitation, in the Recitals above and in all other Loan Documents, unless otherwise expressly defined, are defined where first used in this Agreement and/or as set forth in this Section 1. "Affordable Housing" means housing operated in accordance with the requirements of 24 CFR 92.252 and the rents governed by HUD. "Affordability Period" means the period beginning upon the issuance of the Certificate of Completion and ending on the date which is fifty-five (55) years after the issuance of the Certificate of Completion during which the Affordability Restrictions on Transfer of Property remain in effect. "Affordability Restrictions on Transfer of Property" means that certain document affecting real property benefiting the City, attached hereto as Exhibit F. "Affordable Rent" means the monthly rents that are set forth in more detail in Section 7 of this Agreement. "Building Permit" means the building permit(s) issued by City and required for the construction, if any. "Business Day" means any Monday, Tuesday, Wednesday, Thursday or Friday on which Santa Ana City Hall is open to the public to conduct City affairs. "Calendar Year" means each consecutive twelve (12) month period from January to December 31. "Certificate of Completion" has the meaning set forth in Article 17. "City" means the City of Santa Ana, California, a charter city and municipal corporation. "City/Rental Rehabilitation Program Loan" means the loan to be made to Developer by City from Rental Rehabilitation Program funds pursuant to Article 5 of this Agreement. 2 it 39 — 319 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 "City/Rental Rehabilitation Program Loan Deed of Trust" means the deed of trust encumbering the Property, in the form attached hereto as Exhibit D, to be executed by Developer pursuant to Section 5.13.2 in order to secure the City/Rental Rehabilitation Program Loan Note. "City/Rental Rehabilitation Program Loan Note" means that certain promissory note in the original principal amount of $386,523, in the form attached hereto as Exhibit E, to be executed by Developer in favor of City to evidence the obligation of Developer to repay the City/Rental Rehabilitation Program Loan. "Close of Escrow" shall mean the date upon which the City/Rental Rehabilitation Program Loan Deed of Trust is recorded in the Official Records of the County. "Closing Statement" means the final statement of Developer's Escrow account for the purchase and sale of the Property pursuant to the Purchase Contract. "Construction Period" means the period of time commencing with the Close of Escrow and ending on the Conversion Date. "Conversion Date" means the date on which the Senior Construction Loan is repaid in full and the Senior Permanent Loan is disbursed to Borrower. "County" means the County of Orange, California. "Developer" means Westview House LP, a California limited partnership, its successors and assigns. "Developer's Representative" shall mean the President of the Sole Managing Member of the Administrative General Partner or his/her designee. "Escrow Holder" means Fidelity National Title, 18500 Von Karman Avenue, Suite 600, Irvine, CA 92612. "Event of Default" has the meaning set forth in Section 20.1. "Executive Director" means the Executive Director of the Community Development Agency, or his/her designee. "Extremely Low Income" means an adjusted income that does not exceed thirty percent (30%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. "General Partner(s)" means the General Partner(s) of Developer, Westview Mercy House CHDO LLC (the "Managing General Partner"), Westview House CDP LLC (the "Administrative General Partner"), and their respective successors and assigns. it 39 — 320 5/17/2022 ity Rehabilitation Program Loan Agreement EXHIBIT 5 "Governmental Authority" means any governmental or quasi governmental agency, board, bureau, commission, department, court, administrative tribunal or other instrumentality or authority, and any public utility. "Hazardous Materials" means any flammable materials, explosives, radioactive materials, hazardous wastes, toxic substances and similar substances and materials, including all substances and materials defined as hazardous or toxic wastes, substances or materials under any applicable law, including without limitation the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et sec., and the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601, et seq., as amended including: (i) poses a hazard to the Project or to persons on the Project or (ii) causes the Project to be in violation of any Hazardous Substance Law; (iii) asbestos in any form; (iv) urea formaldehyde foam insulation; (v) transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls; (vi) radon gas; (vii) any chemical, material, or substance defined as or included in the definition of "hazardous substance," "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," or "toxic substances" or words of similar import under any applicable local, state, or federal law or under the regulations adopted or publications promulgated pursuant to those laws, including, but not limited to, any Hazardous Substance Law, Code of Civil Procedure § 564, as amended from time to time, Code of Civil Procedure § 726.5, as amended from time to time, Code of Civil Procedure §736, as amended from time to time, and Civil Code § 2929.5, as amended from time to time; (viii) any other chemical, material, or substance, exposure to which is prohibited, limited, or regulated by any governmental authority or which may pose a hazard to the health and safety of the occupants of the Project or the owners or occupants of property adjacent to or surrounding the Project, or any other person coming on the Project or any adjacent property; and (ix) any other chemical, material, or substance that may pose a hazard to the environment flammable materials, explosives, radioactive materials, hazardous wastes, toxic substances and similar substances and materials, including all substances and materials defined as hazardous or toxic wastes, substances or materials under any applicable law, including, without limitation the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et. seq., as amended. "Hazardous Substance Law" means any federal, state, or local law, ordinance, regulation, or policy relating to the environment, health, and safety, any Hazardous Materials (including, without limitation, the use, handling, transportation, production, disposal, discharge, or storage of the substance), industrial hygiene, soil, groundwater, and indoor and ambient air conditions or the environmental conditions on the Project, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 [42 USCS §§ 9601 et seq.], as amended from titycouncil 39 — 321 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 time to time; the Hazardous Substances Transportation Act [49 USCS §§ 1801 et seq.], as amended from time to time; the Resource Conservation and Recovery Act [42 USCS §§ 6901 et seq.], as amended from time to time; the Federal Water Pollution Control Act [33 USCS §§ 1251 et seq.], as amended from time to time; the Hazardous Substance Account Act [Health and Safety Code §§ 25300 et seq.], as amended from time to time; the Hazardous Waste Control Law [Health and Safety Code §§ 25100 et seq.], as amended from time to time; the Medical Waste Management Act [Health and Safety Code §§ 25015 et seq.], as amended from time to time; and the Porter -Cologne Water Quality Control Act [Water Code §§ 13000 et seq.], as amended from time to time. "HUD" means the United States Department of Housing and Urban Development and any successors or assigns thereof. "Improvements" means all improvements and fixtures now and hereafter comprising any portion of the Property, including, without limitation, landscaping, trees and plant materials; and offsite improvements (including, without limitation, streets, curbs, storm drains, and adjacent street lighting). "Indemnitees" has the meaning set forth in Section 14.5. "Laws" means all statutes, laws, ordinances, regulations, orders, writs, judgments, injunctions, decrees or awards of the United States or any state, county, municipality or other Governmental Authority. "Lien" means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any lien or security interest). "Limited Partner" means the Tax Credit Investor and any other Limited Partner(s) or Special Limited Partner(s) of Developer, and their successors and assigns. "Loan Documents" means, collectively, this Agreement, the City/Rental Rehabilitation Program Loan Note, the City/Rental Rehabilitation Program Loan Deed of Trust, the Affordability Restrictions on Transfer of Property, and any other agreement, document, or instrument that the City requires in connection with the execution of this Agreement or from time to time to effectuate the purposes of this Agreement. "Low Income" means an adjusted income that does not exceed eighty percent (80%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. "Median Income for the Area" means the median income for the Orange County, California PMSA as most recently determined by HUD. Also may be referred to interchangeably in the Loan Documents as "Area Median Income" or "AMP'. In the event that such income determinations are no longer published, or are not updated for a period of at least eighteen (18) months, the City shall provide the Developer with other income 5 t*o6ouncil 39 — 322 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 determinations which are reasonably similar with respect to methods of calculation to those previously published by HUD and the State. "Operating Reserves" shall mean reserves maintained during the Term of Agreement and funded out of Residual Receipts, loan advances, equity, or other sources and set aside for taxes and assessments, insurance premiums, operating expenses, and debt service. Operating Reserves shall not exceed the amount required to pay three (3) months of operating expenses and three (3) months of mandatory debt service, or such higher amount required by a project lender or by the Tax Credit Investor. "Partnership Agreement" means the Agreement of Amended and Restated Agreement of Limited Partnership of Borrower, dated as of May 1, 2022, as said Partnership Agreement may be amended from time to time. "Permitted Encumbrances for the Affordable Housing Restrictions" means, collectively, the Senior Loan Deed of Trust and all other title exceptions and limitations with respect to the Property hereafter approved by the Executive Director in writing. "Permitted Encumbrances for the City Loan Deed of Trust" means, collectively, the Senior Loan Deed of Trust and all other title exceptions and limitations with respect to the Property hereafter approved by the Executive Director in writing. "Project" means the acquisition and construction of the Property by Developer pursuant to this Agreement. "Project Budget" means the line -item budget for the Project attached hereto as Exhibit C, as modified from time to time in accordance with this Agreement. "Project Costs" means all costs of any nature incurred in connection with the Project in accordance with generally accepted accounting principles. "Property" means the Property that is located at 2530 and 2534 Westminster Avenue, within the City of Santa Ana, and is more fully described in the "Legal Description" of the Property attached hereto as Exhibit A and incorporated herein by reference. "Replacement Reserves" shall mean reserves maintained during the Term of Agreement and funded out of Residual Receipts, loan advances, equity, or other sources and set aside for replacement of roofing, furniture, fixtures, equipment and other capital expenditures. The annual amount set aside for Replacement Reserves shall be a minimum of two hundred fifty dollars ($250) per unit but shall not exceed five hundred dollars ($500) per unit and may increase by 3% per year, or such higher amount as may be required by the Tax Credit Investor or the Senior Lender and approved by City (such approval not to be unreasonably withheld or delayed). "Residual Receipts" has the meaning set forth in the City/Rental Rehabilitation Program Loan Note. 6 ouncil 39 — 323 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 "Senior Construction Lender" means Umpqua Bank, or such senior construction lender designated by the Developer and approved in advance by the City for the Project. "Senior Construction Loan" means the construction loan made by Senior Construction Lender to Borrower. "Senior Lender" means the Senior Construction Lender prior to the Conversion Date and, thereafter, the Senior Permanent Lender during the remainder of the Term of Agreement, or any other holder of the Senior Loan Note(s) or any refinancing of the Senior Loan Note(s). "Senior Loan" shall mean the senior loan being made by Senior Lender concurrent to the City Loan for payment of a portion of the acquisition and new construction costs, and shall include any subsequent loan that refinances the initial Senior Loan. "Senior Loan Deed of Trust" means the deed of trust securing the Senior Loan by encumbering the Property, as the same may be amended and restated from time to time. "Senior Loan Documents" means, collectively, the loan agreement governing the Senior Loan, the Senior Loan Note, the Senior Loan Deed of Trust, and any other agreement, document or instrument that the Senior Lender requires in connection with the Senior Loan, as the same may be amended and restated from time to time. "Senior Loan Note" means the promissory note evidencing the Senior Loan from Senior Lender, as the same may be amended and restated from time to time. "Senior Permanent Lender" means Citibank, N.A., a national banking association, or such senior permanent lender as may be designated by Developer and approved in advance by the City as the senior permanent lender for the Project. "Senior Permanent Loan" means the permanent loan made by Senior Permanent Lender to Borrower. "Tax Credit Investor" means R4 WHCA Acquisition LP, a Delaware limited partnership. "Tax Credit Rules" means [ ]. [See Section 6.13(a)] "Term of Agreement" the terms and conditions contained herein shall commence upon the date first written above and remain in effect for fifty-five (55) years from the issuance of the Certificate of Completion. "Very Low Income" means an adjusted income that does not exceed fifty percent (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. 1.2. Singular and Plural Terms. Any defined term used in the plural in this 7 it 39 — 324 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 Agreement or any other City Loan Document shall refer to all members of the relevant class and any defined term used in the singular shall refer to any number of the members of the relevant class. 1.3. References and Other Terms. Any reference to this Agreement or any Loan Document shall include such document both as originally executed and as it may from time to time be modified. References herein to Articles, Sections and Exhibits shall be construed as references to this Agreement unless a different document is named. References to subparagraphs shall be construed as references to the same Section in which the reference appears. The term "document" is used in its broadest sense and encompasses agreements, certificates, opinions, consents, instruments and other written material of every kind. The terms "including" and "include" mean "including (include) without limitation." 1.4. Exhibits Incorporated. All attachments and exhibits to this Agreement, as now existing and as the same may from time to time be modified, are incorporated herein by this reference. Section 2. [RESERVED] Section 3. SCOPE OF WORK/ PROJECT BUDGET Developer shall comply with this Section until the Certificate of Completion is issued. A "Scope of Work" for the Property is attached hereto as Exhibit B. Any change to the Scope of Work requested by the Developer, which would result in a change to the Project Budget in excess of ten percent (10%) of any individual line item or in excess of five percent (5%) of the aggregate budget, shall be subject to the prior written approval of the Executive Director. A line -item budget for the Project, including a summary statement of sources and uses of funds, is incorporated into Exhibit C (the "Project Budget"). Any material change to the Project Budget in excess of ten percent (10%) of any individual line item or in excess of five percent (5%) of the aggregate budget shall be subject to the prior written approval of the Executive Director which approval will not be unreasonably withheld, conditioned or delayed and if not granted or denied within five (5) Business Days, shall be deemed approved; provided, however, that in all events, Developer shall at all times obtain and maintain all required permits and approvals from the City's Planning and Building Agency. Notwithstanding the foregoing, the City's approval of a change order shall not be required unless the approval of the Senior Lender is required with respect to such change order. Section 4. [RESERVED] Section 5. LOANS 5.1. CITY LOAN: R it 39 — 325 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 (a) Amount and Purpose. Subject to the terms and conditions of this Agreement, City agrees to make a loan of Rental Rehabilitation Program funds to Developer in the principal amount of up to $386,523 (the "City/Rental Rehabilitation Program Loan") for the acquisition and construction of the Property. (b) City/Rental Rehabilitation Program Loan Note and Deed of Trust. The City/Rental Rehabilitation Program Loan shall be evidenced by the City/Rental Rehabilitation Program Loan Note in the form attached hereto as Exhibit E. The City/Rental Rehabilitation Program Loan shall be secured by the City/Rental Rehabilitation Program Loan Deed of Trust in the form attached hereto as Exhibit D. The City/Rental Rehabilitation Program Loan Deed of Trust shall be a deed of trust encumbering the Property, subordinate to the Senior Loan(s) made to Developer and the Senior Loan Documents. (c) City/Rental Rehabilitation Program Loan Terms. The terms and conditions of the City/Rental Rehabilitation Program Loan are as set forth in the City/Rental Rehabilitation Program Loan Note, which is a residual receipts note. Section 6. CONDITIONS TO DISBURSEMENT OF LOAN PROCEEDS Developer shall comply with this Section until the Certificate of Completion is issued. 6.1. Conditions Precedent. City's obligation to disburse the City/Rental Rehabilitation Program Loan is subject to the satisfaction, or waiver by the Executive Director, of the following conditions precedent: (a) Loan Documents. Developer shall have delivered to the Escrow Holder, signed by the authorized officer or officers of Developer, with such signature(s) acknowledged where necessary, each of the following documents: (i) this Agreement; (ii) The City/Rental Rehabilitation Program Loan Note; (iii) The City/Rental Rehabilitation Program Loan Deed of Trust; (iv) The Affordability Restrictions on Transfer of Property; (v) The Project Budget; and (vi) All other documents and instruments reasonably required by the City to be executed and delivered, all in form and substance reasonably satisfactory to the City. (b) Title Insurance. City shall have received an LP-10 ALTA Lender's loan policy of title insurance (2006 edition), or evidence of a commitment therefore satisfactory to City, issued by First American Title Insurance Company and in form and A ouncil 39 — 326 5/17/2022 Ciental Rehabilitation Program Loan Agreement EXHIBIT 5 substance satisfactory to City, together with all endorsements and binders required, naming City as the insured, in a policy amount of not less than the City/Rental Rehabilitation Program Loan Amount, showing Developer as the fee owner of the Property and insuring the City/Rental Rehabilitation Program Loan Deed of Trust to be a valid lien on the Property. This Agreement, the City/Rental Rehabilitation Program Loan Note, and City/Rental Rehabilitation Program Loan Deed of Trust shall be subordinate to the Senior Loan Note, Senior Loan Deed of Trust and the other Senior Loan Documents. (c) Intentionally Omitted. (d) Management Plan. The Developer shall have submitted and the City shall have approved a Management Plan ("Management Plan"). The Management Plan shall include a management contract with a manager approved in writing by the City for management of the Project and a plan for long-term marketing, operation, maintenance, repair and security of the Project, method of selection of tenants, and for rental policies in compliance with any applicable requirements, policies and procedures and with the Affordability Restrictions on Transfer of Property, along with any other policies or procedures required by the City. The Management Plan shall also include an initial budget for the Project. City hereby approves FPI Management, Inc. as the initial property manager. (e) Documents Recorded. This Agreement, the City/Rental Rehabilitation Program Loan Deed of Trust and the Affordability Restrictions on Transfer of Property shall have been recorded in the Official Records of the County. This Agreement, and the City/Rental Rehabilitation Program Loan Deed of Trust shall be subordinate to the Senior Loan Note, the Senior Loan Deed of Trust, and the other Senior Loan Documents. (f) Request for Notice. For the benefit of City, Escrow Holder shall have recorded a request for notice of default of the Senior Loan (the "Request for Notice of Default"). (g) Insurance. City shall have received evidence satisfactory to the City that all of the policies of insurance required by Section 19 of this Agreement are in full force and effect. (h) Representations and Warranties. The representations and warranties of Developer contained in this Agreement and the other Loan Documents shall be correct in all material respects as of the Close of Escrow as though made on and as of that date, and if requested by the Executive Director, City shall have received a certificate to that effect signed by Developer's Representative. (i) No Default. No Event of Default by Developer shall have occurred, and no event shall have occurred which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Developer under this Agreement, and if requested by the Executive Director, City shall have received a certificate to that effect signed by Developer's Representative. 6.2. Disbursement Procedures for Loan. In it 39 — 327 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 The City/Rental Rehabilitation Program Loan proceeds shall be disbursed through Escrow to finance the construction of the Property (as evidenced in Exhibit Q. The City/Rental Rehabilitation Program Loan proceeds shall not be used for any purpose other than for acquisition costs of the Property and/or construction costs, including a developer fee and soft costs related to development of the Project (costs all subject to City's prior review). The City allows for eligible costs to be paid by Rental Rehabilitation Program loan funds that were incurred not more than 24 months prior to the Rental Rehabilitation Program funds commitment date of this loan agreement. Ninety percent (90%) of the City/Rental Rehabilitation Program Loan proceeds will be disbursed by City to Developer after execution and recording of this Agreement, with ten percent (10%) held back by the City and not disbursed to Developer until after completion of construction on the Project and issuance of a Certificate of Completion. 6.3. First Disbursement. The City's obligation to make the first disbursement of the construction portion is subject to satisfaction of the following conditions precedent: (a) General Contractor. If the Executive Director has not yet approved the General Contractor, the Executive Director shall have approved the identity and qualifications of the General Contractor which approval will not be unreasonably withheld, conditioned or delayed. (b) Construction Contract. If the Executive Director has not yet approved the Construction Contract, the Executive Director shall have approved the Construction Contract which approval will not be unreasonably withheld, conditioned or delayed. (c) Relocation Plan. If the relocation of any existing tenants is contemplated by the parties, the Executive Director shall have approved a plan for the relocation of such tenants of the Property determined by the Executive Director to be eligible for relocation assistance which approval will not be unreasonably withheld, conditioned or delayed. 6.4. Termination for Failure of Condition. If (a) any of the conditions set forth herein are not timely satisfied within no more than ninety (90) days of the date of this Agreement or waived by the Executive Director, and (b) City is not in default under this Agreement, City may terminate this Agreement without any further liability on its part by giving written notice of termination to Developer. Upon the giving of such notice, all principal, interest and other amounts owing under the City/Rental Rehabilitation Program Loan Note shall be immediately due and payable, regardless of any other specified due date. 6.5. [Reserved.] 6.6. [Reserved.] 6.7. Waiver of Conditions. The conditions set forth pertaining to City's obligation to make disbursements of the rehabilitation or construction portion are for City's �1 "'Council 39 — 328 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 benefit only and the Executive Director may waive all or any part of such rights by written notice to Developer. 6.8. Waiver of Disbursement Conditions. A waiver of a disbursement condition may only be provided with written approval by the City. 6.9. Modification of Disbursement Conditions and Procedures. The Executive Director shall have the authority to modify the disbursement conditions and procedures set forth herein in order to conform them to the payment provisions of the Construction Contract. 6.10. Other Terms and Conditions of Loan. (a) The City/Rental Rehabilitation Program Loan Note shall become immediately due and payable, in the event of any of the following: (i) failure to complete the Project within four (4) years of the Close of Escrow; (ii) Restricted Units must achieve initial occupancy within 18 months of the issuance of the Certificate of Completion; (iii) violation of any of the use covenants and restrictions contained in this Agreement after the expiration of any applicable notice and cure periods; (iv) an Event of Default by Developer which is not timely cured after expiration of any applicable notice and cure periods pursuant to the terms of this Agreement. 6.11. Closing Costs and Fees. Developer shall pay (a) all escrow fees and charges, (b) all recording fees and charges on any document recorded pursuant to this Agreement, and (c) the premium for the title insurance required hereunder. 6.12. Approval of Additional Financing. Except as to the Senior Loan, the loans secured by permitted encumbrances for the City Loan Deed of Trust and as otherwise described herein, the Developer shall not place or permit (either voluntarily or involuntarily) to be placed any encumbrances, including, but not limited to any additional liens or financing of any kind on the Project without the prior written discretionary consent of the City. 6.13. Cost Savings Obligation. (a) Subject to compliance with the Tax Credit Rules and the approval of the California Tax Credit Allocation Committee ("TCAC"), Developer hereby agrees to provide and pay to the City the payment described in this Section 6.13 in connection with Cost Savings, if any, from the Project in an amount to be determined based on the "Audit" (as defined in Section 6.13(b) below and in accordance with 6.13) to be conducted upon completion of construction for the Project. Payment of the City Share of Cost Savings (defined below) shall be made at the time set forth therefore in Section 6.13(d) below. Provided that the payment is timely and fully made in accordance with Section 6.13(d), the amount paid for the City Share of Cost Savings shall be credited against the amount then L? a�cil 39 — 329 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 outstanding on the City/Rental Rehabilitation Program Loan Note. (b) Audit to Determine Cost Savings and City Share of Cost Savings. The actual amount of "Cost Savings" (as defined below) to be paid to the City and retained by the Developer shall be determined after the Audit, as hereafter defined and described, and the amount of such Cost Savings shall be equal to the amount by which the total sources of permanent financing for the Project exceed the costs of development incurred for the Project including without limitation payment of the Developer Fee (resulting amount constituting "Cost Savings"). From the total amount of Cost Savings, the Developer shall retain fifty percent (50%) and pay to City fifty percent (50%) ("City Share of Cost Savings"). If any of the other soft lenders request a share of Cost Savings, the City shall split the City Share of the Cost Savings (50%) on a pro rata basis with the other soft lender(s) that are requesting a share of Cost Savings. The pro rata distribution shall be based on the initial principal balances of each respective soft loan of the soft lender(s) that are requesting a share of Cost Savings. If none of the other soft lenders request a share of the Cost Savings, the City shall receive the frill 50% of the Cost Savings. Within one hundred and eighty (180) days following the issuance of Form 8609 by TCAC, Developer shall cause its certified public accountant(s) to perform a final audit of the costs of development of the Project in accordance with the requirements of the Tax Credits and generally accepted auditing standards (GAAP) ("Audit"). If the Audit determines that the total sources of permanent financing for the Project (including long-term permanent debt and equity) exceed the total development cost for the Project required in connection with the development of the Project, such excess shall be considered the "Cost Savings" for the Project. (c) Allocation of Cost Savings Amount. First to Pay the City Share of Cost Savings as Payment of Principal on City/Rental Rehabilitation Program Loan Note. Once determined by the Audit pursuant to Section 6.13 above, the full amount of Cost Savings shall be allocated and remitted in the following order: (a) first, Developer shall retain fifty (50%) of Cost Savings, and (b) second, Developer shall pay to the City the City Share of Cost Savings which shall be utilized as principal payment due on the City/Rental Rehabilitation Program Loan Note. (d) Timing of Allocation and Payment of Cost Savings. In the event of any Cost Savings, the payment of the City Share of Cost Savings shall become due and payable no later than sixty (60) days after Developer receives its final Tax Credit equity payment for the Project, and each of such payments shall be allocated and remitted in a lump sum, and as applicable credited toward the respective amount outstanding under the City/Rental Rehabilitation Program Loan Note. 6.14. Standard Form Leases. On or before issuance of the Certificate of Completion, Developer shall submit to City for its written approval a standard form of residential lease to be used for leasing of the Project (the "Standard Lease"). The Standard Lease shall be in compliance with all applicable laws and Developer shall be obligated to revise said Standard Lease from time to time to comply with any changes in said applicable laws. L� council 39 — 330 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 6.15. Leasing Program. Developer shall market and lease the Project consistent with the Marketing Plan approved by the City. 6.16. No Changes. Developer shall not materially modify the approved Standard Lease or materially deviate from the approved rental rate schedule for the Units without the City's prior written consent in each instance. 6.17. Landlord's Obligations. Developer shall timely and in good faith, perform all obligations required to be performed by it as landlord under any lease affecting any part of the Project or any space within the Project. If any tenant at any time claims any breach of landlord's obligations and the amount of such claim (in excess of available insurance coverage) is $10,000 or more, Developer shall promptly notify City of such claim. Section 7. AFFORDABILITY REQUIREMENTS, USE AND MAINTENANCE OF THE PROPERTY 7.1. Use Covenants and Restrictions. (a) The Project shall consist of eighty-five (85) units, including one (1) on -site manager's unit(s). Developer agrees and covenants, which covenants shall run with the land and bind Developer, its successors, its assigns and every successor in interest to the Property that Developer will make all rental units on the Property available to extremely -low- or very -low or low income households at rents affordable to such households for fifty-five (55) years from the issuance of the Certificate of Completion. The City permits the Developer to limit the eligibility and/or give preference to a particular segment of the population in accordance with 24 CFR 92.253(d). (b) At initial lease up, households in the Restricted Units cannot earn more than the Extremely Low Income limits and the Low Income limits as published by HUD for the Orange County, California PMSA, adjusted for household size. Rental increases shall be in conformance with federal and state law. (c) The rents for the Restricted Units (as defined in the Affordability Restrictions on Transfer of Property) must not exceed the applicable rents for the 30% Income Level for the Extremely Low Income Units and the 60% Income Level for the Low Income Units as published by the California Tax Credit Allocation Committee (TCAC). (d) Twenty-six (26) Extremely Low Income Units, consisting of twenty-three (23) one -bedroom units and three (3) two -bedroom units, shall be designated as permanent supportive housing units for persons experiencing chronic homelessness (PSH Units). (e) Maximum Occupancy will be two (2) people per room plus one (1). Example for a two -bedroom unit, five (5) people would be maximum occupancy. (f) Developer must have a written lease between tenant and owner for a period of at least one year, unless a shorter period is mutually agreed upon. Leases must L4 a�cil 39 — 331 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 be consistent with Section 6.14. 7.2. Affordability Levels/Unit Mix: The affordability levels/unit mix for the Restricted Units in the Project is as follows: Unit Size 30% TCAC AMI 60% TCAC AMI Total No. Units Current Rent No. Units Current Rent 1 Bedroom 23 $756 23 2 Bedroom 3 $908 3 3 Bedroom 21 $1,049 13 $2,098 34 4 Bedroom 16 $1,170 8 $2,341 24 Total 63 21 84 The remaining unit will be a 2-bedroom unit reserved for the on -site manager. (1) Annually with the financial statements, the Developer shall provide an annual report of rents and occupancy of all Restricted Units to verify compliance with affordability requirements. The affordable rents charged at the Project must comply with the most stringent of the standards set forth by TCAC as defined in Affordability Restrictions on Transfer of Property and the requirements of Section 6(b) of the CSCDA Regulatory Agreement. A utility allowance must be deducted from the maximum affordable rent charged at the Project for each unit. Initial rents may be recalculated to allowable rental amounts at the time of initial lease -up following completion of construction in accordance with any changes in allowable rent and income tables as published by HUD and TCAC. 7.3. Rent Increases. On an annual basis, the City shall provide Developer with the maximum allowable schedule of rents for the Property in accordance with changes in allowable rent and income tables published by HUD and TCAC. In no event can Developer charge any tenant more than such amount. All rent increases are subject to City approval pursuant to the terms of this Section. No later than sixty (60) days prior to the proposed implementation of any rent increase, Developer shall submit to the City a schedule of any proposed increase in the rent. The City will disapprove a rent increase if it does not comply with the restrictions set forth in Section 7.1 and 7.2 above. Subject to the applicable requirements and provisions of, and changes to, Section 42 of the Code, if, upon recertification of the income of any tenant, the Developer determines that such tenant has an adjusted income exceeding 30% of the applicable Median Income for ouncil 39 — 332 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 the Area or 60% of the applicable Median Income for the Area, as applicable, in each case, adjusted for household size, such tenant may be permitted to continue to occupy the unit at the rental rate as provided for in Sections 7.1 and 7.2 above, as applicable, until the tenant chooses to vacate the unit. After the unit is vacated, the Developer shall re -rent the unit to a tenant pursuant to the terms, covenants and conditions of this Agreement. 7.4. Prohibited Fees. The Developer and subsequent owner is prohibited from charging fees that are not customary, consistent with 24 CFR section 92.504(c)(3)(xi). The Developer and subsequent owner can charge reasonable application fees to prospective tenants; other fees only to the extent that they are reasonable and customary for the project area; and fees for services provided to tenants, provided that these services are not mandatory. 7.5. Operation and Maintenance of the Property. Solely at Developer's expense, Developer agrees to maintain the Property in a clean and orderly condition and in good condition and repair and keep the Property free from any accumulation of debris and waste materials. If at any time Developer fails to maintain, or cause to be maintained, the Property as required by this section, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from the City, unless such condition cannot reasonably be cured within thirty (30) days, in which case Developer shall have such additional time as reasonably necessary to complete such cure, the City may perform the necessary maintenance and Developer shall pay all reasonable costs incurred for such maintenance. The City shall inspect the Property annually after the date of issuance of the Certificate of Completion as described in Article 17 of this Agreement. During the Affordability Period, the Property must meet all applicable State and local codes. The Property must be free of all health and safety defects during the Affordability Period. (a) Operation. During the Term of Agreement, Developer shall at all times operate on the Project an affordable housing rental facility in compliance with this Agreement and the Affordability Restrictions on Transfer of Property. (b) Maintenance. During the Term of Agreement, Developer agrees to maintain all interior and exterior improvements, including landscaping (and all abutting ground, sidewalks, roads, parking and landscape areas) on the Project in good condition, repair and sanitary condition (and, as to landscaping, in a healthy condition) and in accordance with any Management Plan approved by the City under this Loan Agreement (such approval not to be unreasonably withheld or delayed) (including without limitation any landscape and signage plans), as the same may be amended from time to time, and all other applicable laws, rules, ordinances, orders, and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having jurisdiction and all their respective departments, bureaus, and officials. Developer acknowledges the great emphasis the City places on quality maintenance to protect its investment and to provide quality affordable housing for its constituents and to ensure that all City -subsidized affordable housing projects within the City are not allowed to deteriorate due to deficient maintenance. In addition, Developer shall keep the Project free from all graffiti and any accumulation of debris or waste material. Developer shall promptly make all repairs and titycouncil 39 — 333 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 replacements necessary to keep the Project in good condition and repair and shall promptly eliminate all graffiti and replace dead and diseased plants and landscaping with comparable approved materials. Developer shall not commit or permit any waste or deterioration of the Project, shall not abandon any portion of the Project, and shall not otherwise act, or fail to act, in such a way as to unreasonably increase the risk of damage to the Project. In the event that Developer breaches any of the covenants contained in this Section 7.5 and such default continues for a period of five (5) days after written notice from the City (with respect to graffiti, debris, waste material, and general maintenance) or thirty (30) days after written notice from the City (with respect to landscaping and building improvements), then City, in addition to whatever other remedies it may have under this Agreement, the other Loan Documents or at law or in equity, shall have the right to enter upon the Project and perform or cause to be performed all such acts and work necessary to cure the default. Pursuant to such right of entry, the City shall be permitted (but not required) to enter upon the Project and perform all acts and work necessary to protect, maintain and preserve the improvements and landscaped areas on the Project, in the amount of the expenditure arising from such acts and work of protection, maintenance, and preservation by City and/or reasonable costs of such cure, including a fifteen percent (15%) administrative charge, which amount shall be promptly paid by Developer to City upon demand. (c) Removal of Personal Property. During the Term of Agreement, Developer shall not cause or permit the removal from the Project of any items of Developer's personal property (other than tools and equipment used in the operation of the Project) unless (i) no Event of Default remains uncured and (ii) Developer promptly substitutes and installs on the Project other items of equal or greater value in the operation of the Project, all of which shall be free of liens and shall be subject to the liens of the Deed of Trust and the Financing Statement and executes and delivers to City all documents required by City in connection with the attachment of such liens to such items. Developer shall keep detailed records of such removal and shall make such records available to City upon written request from time to time. 7.6. Obligation to Refrain from Discrimination. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, mental or physical disability, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall Developer itself or any person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The foregoing covenants shall run with the land and shall remain in effect for the term of the Agreement. 7.7. Loss of Project -Based Voucher Subsidy. It is anticipated that during the Term of Agreement the Project will maintain not less than 26 Project -Based Voucher ("PBV") Restricted Units ("PBV Restricted Units"), supported by Project -Based Section "'Council 39 — 334 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 8 rental subsidy payments (the "Rental Subsidy"). If, during the Term of Agreement, there is a reduction, termination or nonrenewal of the Rental Subsidy through no fault of Developer, such that the Rental Subsidy shown on the Project Budget is no longer available (or available in a lesser amount), Developer may request approval of the City (a) to remove the PSH designation for one or more of the twenty-six (26) PSH Units, (b) to allow households with adjusted incomes that do not exceed sixty percent (60%) of AMI, adjusted for actual household size, to occupy the extremely -low income units (i.e., a unit previously restricted to households with adjusted incomes that do not exceed 30% of AMI), and (c) to increase the rent on one or more of the PBV Restricted Units, to rents that are affordable to households with an adjusted income that does not exceed sixty percent (60%) of AMI, adjusted for household size appropriate for the PBV Restricted Unit. Any requested removal of the PSH Unit designation and/or any requested rent increase is subject to the following requirements: (a) concurrently with the request, Developer shall provide the City with evidence of the anticipated reduction, termination, or nonrenewal of the Rental Subsidy, (b) a Management Plan (as defined in Section 6.1(d) of this Agreement) for the Project for the City's approval pursuant to Sections 6.1(d) and Exhibit G of this Agreement, showing the impact of the loss or reduction of the Rental Subsidy, (c) a proposed operating budget reflecting the rent increases (the "Operating Budget"), and (d) a description of efforts to obtain alternate sources of rent. The number of PBV Restricted Units subject to the rent increase and the amount of the proposed increase may not be greater than the number or amount required to ensure that the Project generates sufficient income to cover its operating costs, required deposits to replacement reserves, and debt service on approved financing as shown on the Operating Budget, and as is necessary to maintain the financial stability of the Project. In addition, upon a reduction, termination or nonrenewal of the Rental Subsidy as described above, Developer hereby agrees to the following: (a) Developer shall use good faith commercially reasonable efforts to obtain alternative sources of rental subsidies and shall provide the City with annual progress reports on efforts to obtain alternative sources of rental subsidies that would allow the rents to be reduced. Upon receipt of any alternative rental subsidies, Developer shall reduce the rents back to the original restrictions to the extent that the alternative rental subsidies provide sufficient income to cover the operating costs, required replacement reserves and debt service of the Project as shown on the Operating Budget. (b) Developer shall provide tenants in the PBV Restricted Units with notice of any rent increase pursuant to this Section 7.7, and shall notify the tenant that if they have received a tenant -based voucher from the Housing Authority of the City of Santa Ana they may use the tenant -based voucher for their Restricted Unit. (c) All rent increases for the PBV Restricted Units are subject to City approval pursuant to the terms of this Section 7.7. No later than sixty (60) days prior to the proposed implementation of any rent increase, Developer shall submit to the City a schedule of any proposed increase in the rent. The City will disapprove a rent increase if it does not comply with the restrictions set forth in this Section 7.7. Notwithstanding the foregoing, rent increases for the PBV Restricted Units shall be subject to review and titycouncil 39 - 335 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 approval of the City. Developer shall give tenants of all PBV Restricted Units written notice at least sixty (60) days prior to any rent increase. 7.8. Reserved. Section 8. RESERVED. Section 9. GENERAL PROVISIONS AND WARRANTIES 9.1. As a material inducement to City to enter into this Agreement, Developer represents and warrants as follows, which representations and warranties are made solely by Developer and not by or on behalf of any partner of Developer: Formation, Qualification and Compliance. Westview Mercy House CHDO LLC, the managing general partner of Developer: (a) is a limited liability company, validly existing and in good standing under the laws of the State of California; (b) has all requisite authority to conduct its business and own and lease its properties; and, (c) is qualified and in good standing in every jurisdiction in which the nature of its business makes qualification necessary or where failure to qualify could have a material adverse effect on its financial condition or the performance of its obligations under the Loan Documents. Developer is in compliance with all laws applicable to its business and has obtained all approvals, licenses, exemptions and other authorizations from, and has accomplished all filings, registrations and qualifications with, any Governmental Authority that are necessary for the transaction of its business. 9.2. Execution and Performance of Loan Documents. (a) Developer has all requisite authority to execute and perform its obligations under the Loan Documents. (b) The execution and delivery of Developer of, and the performance by Developer of its obligations under, each Loan Document has been authorized by all necessary action and does not and will not: (i) require any consent or approval not heretofore obtained of any person having any interest in Developer; (ii) violate any provision of, or require any consent or approval not heretofore obtained under, any articles of incorporation, by-laws or other governing document applicable to Developer; (iii) result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under the City Loan Documents) on or with respect to any property now or hereafter owned or leased by Developer; (iv) violate any provision of any law presently in effect; or 19 00mil 39 — 336 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 (v) constitute a breach or default under, or permit the acceleration of obligations owed under, any contract, loan agreement, lease or other agreement or document to which Developer is a party or by which Developer or any of its property is bound. (c) Developer is not in default, in any respect that is materially adverse to the interests of City under the Loan Documents or that would have any material adverse effect on the financial condition of Developer or the conduct of its business, under any law, contract, lease or other agreement or document described in subsection (b). (d) No approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Authority is required which has not been previously obtained in connection with: (i) the execution of Developer of, and the performance by Developer of its obligations under, the Loan Documents; and (ii) the creation of the liens described in the Loan Documents. 9.3. Financial and Other Information. To the best of Developer's knowledge, all financial information furnished to City with respect to Developer in connection with the City/Rental Rehabilitation Program Loan (a) is complete and correct in all material respects as of the date of preparation thereof, (b) accurately presents the financial condition of Developer, and (c) has been prepared in accordance with generally accepted accounting principles consistently applied or in accordance with such other principles or methods as are reasonably acceptable to City. To the best of Developer's knowledge, all other documents and information furnished to City with respect to Developer, in connection with the City/Rental Rehabilitation Program Loan, are correct and complete in all material respects insofar as completeness is necessary to give the City accurate knowledge of the subject matter. To the best of Developer's knowledge Developer has no material liability or contingent liability not disclosed to City in writing and there is no material lien, claim, charge or other right of others of any kinds (including liens or retained security titles of conditional vendors) on any property of Developer not disclosed in such financial statements or otherwise disclosed to City in writing. 9.4. No Material Adverse Change. There has been no material adverse change in the condition, financial or otherwise, of Developer since the dates of the latest financial statements furnished to City. Since those dates, Developer has not entered into any material transaction not disclosed in such financial statements or otherwise disclosed to City in writing. 9.5. Tax Liability. Developer has filed all required federal, state and local tax returns and has paid all taxes (including interest and penalties, but subject to lawful extensions disclosed to City in writing) other than taxes being promptly and actively contested in good faith and by appropriate proceedings. Developer is maintaining adequate reserves for tax liabilities (including contested liabilities) in accordance with generally accepted accounting principles or in accordance with such other principles or methods as are reasonably acceptable to City. t*o6ouncil 39 — 337 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 9.6. Governmental Requirements. To the best of Developer's knowledge, Developer is in compliance with all laws relating to the Property and all Governmental Authority approvals, including zoning, land use, planning requirements, and requirements arising from or relating to the adoption or amendment of, any applicable general plan, subdivision and parcel map requirement; environmental requirements, including the requirements of the California Environmental Quality Act and the National Environmental Policy Act and the preparation and approval of all required environmental impact statements and reports; use, occupancy and building permit requirements; and public utilities requirements. 9.7. Rights of Others. Developer is in compliance with all covenants, conditions, restrictions, easements, rights of way and other rights of third parties relating to the Property. 9.8. Litigation. There are no material actions or proceedings pending or, to the best of the Developer's knowledge, threatened against or affecting Developer or any property of Developer before any Governmental Authority, except as disclosed to City in writing prior to the execution of this Agreement. 9.9. Bankruptcy. To the best of Developer's knowledge, no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Developer, nor are any of such proceedings contemplated by Developer. 9.10. Information Accurate. To the best of Developer's knowledge, all information, regardless of its form, conveyed by Developer to City, by whatever means, is accurate, correct and sufficiently complete to give City true and accurate knowledge of its subject matter, and does not contain any material misrepresentation or omission. 9.11. Conflicts of Interest. No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his/her personal interests or the interests of any corporation, partnership or association in which he/she has a direct or indirect financial interest. The Developer warrants that it neither has paid nor given, nor will pay or give, any third party any money or other consideration for obtaining this Agreement. 9.12. Nonliability of City Officials and Employees. No member, official or employee of the City shall be personally liable to the Developer in the event of any default or breach by the City or for any amount that may become due to Developer or on any obligations under the terms of this Agreement. 9.13. Transfers. Developer expressly acknowledges and agrees that the City has only agreed to assist the Developer as a means by which to induce the acquisition/construction/development of the Property. During the Term of Agreement, except for a Permitted Transfer or except as otherwise permitted under the Loan Documents, Developer shall not sell or otherwise transfer the Project or any portion thereof, and none of the constituent general partners of Developer shall sell or otherwise titycouncil 39 — 338 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 transfer their interests in Developer, and none of the constituent general partners in a partnership that is a general partner in Developer shall sell or otherwise transfer their interest in such partnership without first obtaining the approval of the City, which consent the City may withhold or grant in the exercise of its reasonable and good faith discretion. The City shall not approve any such transfer request if the Developer is in default under any of the Loan Documents or the Management Plan. For purposes hereof, "Permitted Transfer" shall mean: (a) The granting of easements or licenses to any appropriate governmental agency or utility or permits to facilitate the development and/or operation of the Property; (b) A sale or transfer in connection with a foreclosure or deed in lieu of foreclosure of any senior deed of trust so long as the City is given notice as provided in Section 21.2 in order to exercise its remedies under Section 20.2; (c) The lease of any individual residential unit in the Project; (d) (i) A transfer of the Developer's interest in the Property by foreclosure or deed in lieu of foreclosure to any bona fide third -party lender holding a lien encumbering the Property (or its nominee); and, (ii) following a foreclosure or a transfer of the Property by deed in lieu thereof, the first subsequent transfer to a third -party; (e) A transfer of limited partnership interests in Developer; and (f) The removal of the general partner of Developer as permitted under Developer's Partnership Agreement. 9.14. Applicable Law. This Agreement shall be interpreted, governed and enforced under federal and State of California laws. 9.15. Third Parties. This Agreement is made for the sole benefit of Developer and the City and their successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of the City hereunder or arising from any default by Developer, nor shall the City owe any duty whatsoever to any claimant for labor performed or materials furnished in connection with the construction of the Property. 9.16. Control of Property. The parties acknowledge that the City has not at any time participated in any manner in the management or operation of the Property, and will not so participate at any time hereafter. Section 10. CONDITIONS FOR CONSTRUCTION Developer shall comply with this Section until the Certificate of Completion is issued. 10.1. Permits and Approvals. Developer shall diligently obtain all permits, including all building permits, licenses, approvals, exemptions and other authorizations of 2� it 39 — 339 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 Governmental Agencies required in connection with the construction of the Property. 10.2. Commencement and Completion of Construction. The construction shall be considered complete for purposes of this Agreement only when: (a) all work described has been completed and fully paid for; and, (b) all work requiring inspection or certification by Governmental Authority has been completed and all requisite certificates, approvals and other necessary authorizations for use of the Property as an affordable rental housing development (including required final certificates of occupancy) have been obtained. 10.3. RESERVED. 10.4. Entry and Inspection. At all times prior to completion of the construction, upon reasonable notice, City and their agents shall have: (a) the right of free access to the Property and all sites away from the Property where materials for the construction are stored; (b) the right to inspect all labor performed and materials furnished for the construction; and, (c) the right to inspect and copy all documents pertaining to the construction. 10.5. Compliance with Section 3 Clause. Section 3 of the Housing and Urban Development Act of 1968, 12 U.S.C. 1701u, as amended by Section 915 of the Housing and Community Development Act of 1992, requires that economic opportunities generated by HUD financial assistance for housing and community development programs be targeted toward low- and very low- income persons. Whenever HUD assistance generates opportunities for employment or contracting, state and local grantees, as well as other recipients of HUD housing assistance funds must, to the greatest extent feasible, provide these opportunities to low- and very low- income persons and to businesses owned by or employing low- and very low- income persons. Section 3 applies to projects for which HUD's share of project costs exceeds $200,000 and contracts and subcontracts awarded on projects for which HUD's share or project costs exceeds $200,000 and the contract or subcontract exceeds $100,000. For purposes of this Section 3 Clause and compliance thereto, whenever the word "contractor" is used it shall mean and include, as applicable, the Developer, and its contractor and subcontractor(s), if any. The particular text to be utilized in any and all contracts of any contractor doing work covered by Section 3 shall be in substantially the form of the following, as reasonably determined by the City, or as directed by HUD or its representative, and shall be executed by the applicable contractor under penalty of perjury: (a) "The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 170lu ("Section 3"). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD - assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons [inclusive of Very Low Income Persons, Very Low Income Households, and Very Low Income Tenants served by the Project], particularly persons who are recipients of HUD assistance for housing. 2'A OOMil 39 — 340 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 (b) The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. (c) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this Section 3 clause, and will post copies of notices in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number of job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of person(s) taking applications for each of the position; and the anticipated date the work shall begin. (d) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135. (e) The contractor will certify that any vacant employment positions, including training positions, that are filled (a) after the contractor is selected but before the contract is executed, and (b) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135. (f) Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts." After the foregoing Section 3 Clause, there shall be a signature block for the contractor, as applicable, the following text shall be included immediately above the signature block: "The contractor/provider by his/her signature affixed hereto declares under penalty of perjury that contractor has read the requirements of the Section 3 Clause and accepts all its requirements contained therein for all of his/her operations related to this contract." To the extent applicable, the Developer shall comply and/or cause compliance with Section 3 Clause requirements for the Project. For example, when and if Developer or its contractor(s)/subcontractor(s) hire(s) full time employees, rather than volunteer labor or materials, Section 3 is applicable and all disclosure and reporting requirements apply. 24 t*o6ouncil 39 — 341 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 10.6. Construction Information. From time to time during the course of the construction, within ten (10) Business Days following City's written demand therefore, Developer shall furnish requested reports of project costs, progress schedules and contractors' costs breakdowns for the construction, itemized as to trade description and item, showing the name of the contractor(s) and/or subcontractor(s), and including such indirect costs as real estate taxes, legal and accounting fees, insurance, architects' and engineers' fees, loan fees, interest during construction and contractors' overhead. 10.7. Protection Against Liens. Developer shall diligently file a valid Notice of Completion upon completion of the construction, diligently file a notice of cessation in the event of a cessation of labor on the construction for a period of thirty (30) days or more, and take all actions reasonably required to prevent the assertion of claims of lien against the Property. In the event that any claim of lien is asserted against the property or any stop notice or claim is asserted against the City by any person furnishing labor or materials to the Property, Developer shall immediately give written notice of the same to City and shall, promptly and in any event within ten (10) Business Days after written demand therefor, (a) pay and discharge the same, (b) effect the release thereof by delivering to City a surety bond complying with the requirement of applicable laws for such release, or (c) take such other action as City may reasonably require to release City from any obligation or liability with respect to such stop notice or claim. Nothing in this Section 10.7 shall limit or prohibit Developer's right to contest any claim of lien, stop notice or claim described herein in good faith. 10.8. General Contractors who are Related Parties to the Developer. If the Project is developed with general contractors who are Related Parties to the Developer, the Developer must be audited to the subcontractor level by an outside auditing firm approved by the City. The Developer shall pay for the audit to the subcontractor level by an outside auditing firm. Section 11. FEDERAL COVENANTS 11.1. The Developer shall carry out the design, construction and operation of the Project, and operate the Program, in conformity with all applicable laws, regulations, and rules of governmental agencies having jurisdiction. 11.1.5 Reserved. 11.2. Qualification as Affordable Housing. As more particularly provided in the Affordability Restrictions on Transfer of Property, Developer shall use, manage and operate the Property in accordance with the requirements of 24 CFR 92.252 so as to qualify the housing on the Property as Affordable Housing with affordable rents. 11.3. Tenant and Participant Protection. Developer shall comply with the requirements of 24 CFR 92.253 11.4. Local Preference. Subject to compliance with applicable California and 2S til 39 — 342 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 federal fair housing laws, and the requirements of Section 142(d) and Section 42 of the Internal Revenue Code ("Code"), local preference for Santa Ana residents and workers in tenant selection shall be a requirement of the Project. Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by Section 142(d) of the Code, Section 42 of the Code, HUD or the State of California, as well as the City of Santa Ana Affordable Housing Funds Policies and Procedures, the Developer shall give preference in leasing units in the following order of priority: (a) First priority shall be given to persons who have been permanently displaced or face permanent displacement from housing in Santa Ana as a result of any of the following: (i) A redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) -- applicable only to projects funded by the Low and Moderate Income Housing Asset Fund; property owner; or (ii) Ellis Act, owner -occupancy, or removal permit eviction; (iii) Earthquake, fire, flood, or other natural disaster; (iv) Cancellation of a Housing Choice Voucher HAP Contract by (v) Governmental Action, such as Code Enforcement. (b) Second priority shall be given to persons who are either: (i) Residents of Santa Ana; and/or (ii) Working in Santa Ana at least 32 hours per week for at least the last 6 months. 11.5. Handicapped Accessibility. Developer shall comply with: (a) Section 504 of the Rehabilitation Act of 1973, and implementing regulations at 24 CFR 8C governing accessibility of projects; and, (b) the Americans with Disabilities Act of 1990, and implementing regulations at 28 CFR 35-36, in order to provide handicapped accessibility to the extent readily achievable. 11.6. Use of Debarred. Suspended, or Ineligible Participants. Developer shall comply with the provisions of 24 CFR 24 relating to the employment, engagement of services, awarding of contracts, or funding of any contractor or subcontractor during any period of debarment, suspension, or placement in ineligibility status. 11.7. Maintenance of Drug -Free Workplace. Developer shall certify that Developer will provide a drug -free workplace in accordance with 24 CFR 84.13. 11.8. Lead -Based Paint. Developer shall comply with the requirements of the 26 OOMil 39 — 343 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846) and implementing regulations at 24 CFR 35, as applicable. 11.9. Affirmative Marketing. Developer shall implement and perform such affirmative marketing procedures and requirements for the Property (24 CFR 92.351) in compliance with the City's adopted Program. 11.10. Equal Opportunity and Fair Housing. Developer shall carry out the construction and perform its obligations under this Agreement in compliance with all of the state and federal laws and regulations regarding equal opportunity and fair housing described in 24 CFR 92.350. 11.11. Property Standards. Developer shall cause the Property to meet the housing quality standards set forth in 24 CFR 882.109, as well as all applicable local, state and federal codes and ordinances, including zoning ordinances. Developer shall also cause the Property to meet the current edition of the Model Energy Code published by the Council of American Building Officials. 11.12. Displacement and Relocation. Developer acknowledges and agrees that, pursuant to 24 CFR 92.253 and consistent with the other goals and objectives of this part, City must ensure that it has taken all reasonable steps to minimize the displacement of persons as a result of the Project. Furthermore, to the extent feasible, any existing residential tenants must be provided a reasonable opportunity to lease and occupy a suitable, decent, safe, sanitary and affordable dwelling unit on the Property upon completion of the construction. Developer agrees to cooperate fully and completely with City in meeting the requirements of 24 CFR 92.253 and shall take all actions and measures reasonably required by the Executive Director in connection therewith. All applicable state and federal guidelines must also be followed. (a) Developer acknowledges and agrees that if the Project requires temporary or permanent relocation of existing residential or commercial tenants it will hire a Relocation Consultant to provide relocation services, pursuant to the Uniform Relocation Act and Real Property Acquisition Policies Act of 1970 ("URA") and 24 CFR 92.253. (b) If a Relocation Consultant is required to be retained pursuant to Section 11.12(a), the City, Developer, and Relocation Consultant will meet periodically during the relocation to provide updates and review tenant files, including at Project approval and prior to final benefit calculations. The Developer and Relocation Consultant shall carry out activity in compliance with URA and the City's Acquisition and Relocation Policy and Procedures Manual ("Manual"). (c) If a Relocation Consultant is required to be retained pursuant to Section 11.12(a), the Developer and Relocation Consultant shall maintain accurate records and files pertaining to the temporary and permanent relocation of tenants, in accordance with URA and the City's Manual. (d) If a Relocation Consultant is required to be retained pursuant to Section 11.12(a), the Developer and Relocation Consultant shall provide all relocation and titycouncil 39 - 344 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 tenant files to the City once relocation is complete at the Project. (e) Developer Responsible for Administration of Relocation. Developer acknowledges that former tenants and occupants of the Property may be eligible for advisory assistance, monetary payments, and other benefits under the Relocation Laws. Developer shall be fully responsible for administering determinations of eligibility, the extent of advisory assistance, and the scope and amount of benefits and monetary payments pursuant to the applicable Relocation Laws, subject to the right, but not obligation, to oversee Relocation by the City. Developer shall cause to be provided and shall pay Relocation assistance and benefits, if any, in accordance with and to the extent required by applicable Relocation Laws to each eligible tenant/occupant that is required to vacate the Property as a result of implementation of the Project. The City's rights are limited to determining compliance with Relocation Laws. Developer is and shall remain solely responsible to pay all out-of-pocket costs for direct payments, if any, to eligible person(s), household(s) and business(es) for Relocation assistance and benefits due and paid and for any other costs incurred related to Relocation, including a Relocation consultant, and any and all costs or fees incurred therefor. (f) Indemnification by Developer Relating to Relocation. Developer hereby covenants and agrees to indemnify, save, protect, hold harmless, pay for, and defend the Indemnitees from and against any and all liabilities, suits, actions, claims, demands, penalties, damages (including without limitation penalties, fines, and monetary sanctions), losses, costs, or expenses, including without limitation consultants' and attorneys' fees, or relocation benefits claimed or payable under the Relocation Laws (for purposes of this Section 11.12, the foregoing shall be referred to as "Liabilities") which may now or in the future be incurred or suffered by Indemnitees by reason of, or resulting, in full or in part, or in any respect whatsoever from the Relocation of residents of the current site pursuant to or resulting from the implementation of this Agreement, except to the extent arising out of the gross negligence or willful misconduct of any of the Indemnitees or a breach by the City of any representation, warranty or covenant contained in this Agreement. At the request of Developer, the City shall cooperate with and assist Developer in its defense of any such claim, action, suit, proceeding, loss, cost, damage, City liability, deficiency, fine, penalty, punitive damage, or expense; provided that City shall not be obligated to incur any expense in connection with such cooperation or assistance. (g) Release. Developer, on behalf of itself and its affiliates, and any and all successors and assigns hereby fully and finally releases the Indemnitees from any and all manner of actions, causes of action, suits, obligations, liabilities, judgments, executions, debts, claims and demands of every kind and nature whatsoever, known and unknown, which Developer and any of its affiliates, successors or assigns may now have or hereafter obtain against the Indemnitees by reason of, arising out of, relating to, or resulting from in full or in part, the election of Developer to proceed with the Project pursuant to this Agreement except to the extent arising out of the gross negligence or willful misconduct of any of the Indemnitees or a breach by the City of any representation, warranty or covenant contained in this Agreement (collectively, "Claims"), which release shall include but not be limited to any Claims for Relocation assistance or benefits under federal, state, local, or any other applicable laws or Governmental Requirements, except to the extent a�cil 39 — 345 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 arising out of the gross negligence or willful misconduct of any of the Indemnitees or a breach by the City of any representation, warranty or covenant contained in this Agreement. The parties agree that, with respect to the release of Claims as set forth above, all rights under Section 1542 of the California Civil Code and any similar law of any state or territory of the United States are expressly waived. Section 1542 reads 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." 11.13. Other Program Requirements. Developer shall carry out each activity in compliance with all federal laws and regulations described in subpart H of 24 CFR 92, except that Developer does not assume City's responsibilities for environmental review in 24 CFR 92.352 or the intergovernmental review process in 24 CFR 92.359. 11.14. Request for Disbursements of Funds. Notwithstanding anything contained in this Agreement to the contrary, Developer may not request disbursements of funds under this Agreement until the funds are needed for payment of eligible costs (such funds shall be used solely towards the acquisition and construction of the Property). The amount of each request shall be limited to the amount needed. 11.15. Eligible Costs. Developer shall use Rental Rehabilitation Program Funds to pay costs defined as "eligible costs" pursuant to 24 CFR 92.206. 11.16. Records and Reports. Developer shall maintain and from time to time submit to City such records, reports and information as the Executive Director may reasonably require in order to permit City to meet the record keeping and reporting requirements required of it pursuant to 24 CFR 92.508. 11.17. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. Developer shall comply with the requirements and standards of 2 CFR 200. 11.18. Conflict of Interest. Developer shall comply with and be bound by the conflict of interest provisions set forth at 24 CFR 570.611, as well as state regulations pertaining to conflict of interest. 11.19. Monitoring. Developer shall allow the City to conduct periodic inspections of the Restricted units on the Property as required by the Rental Rehabilitation Program after the date of construction completion, with reasonable advance written notice. Developer shall cure any defects or deficiencies found by the City while conducting such inspections within two weeks of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. Not less than once per year, the City shall review Developer's activities and operations under the Agreement and Developer's compliance with the requirements set forth in this Agreement. Such review may include an on -site inspection of the Project units (including titycouncil 39 — 346 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 unit interiors). If such an on -site inspection of the Project units is to be undertaken, the City shall coordinate such inspection with Developer. The monitoring required pursuant to this paragraph shall be in compliance with the requirements of 24 C.F.R. § 92.504. 11.20. Recertification of Tenant Income. (a) Developer shall take all necessary steps to review the income of all tenants prior to renting to them, as well as reviewing current tenants on an annual basis, in accordance with TCAC regulations and guidelines. Every fifth (51h) year, Developer shall require new original income documents to be submitted by tenants. . (b) Intentionally Omitted. 11.21. Intentionally Omitted. 11.22. Controlling Covenants. If there is a discrepancy between State of California and Federal law with regard to any of the aforementioned covenants, the more stringent shall apply. 11.23. Intentionally Omitted. Section 12. MAINTENANCE, MANAGEMENT, OPERATION, PRESERVATION AND REPAIR OF PROPERTY 12.1. Maintenance. Developer shall maintain the Property (and all abutting grounds, sidewalks, roads, parking and landscape areas which Developer is otherwise required to maintain) in good condition and repair; shall operate the Property in a businesslike manner; shall prudently preserve and protect its own as well as the City's interests in connection with the Property; shall not commit or permit any waste or deterioration of the Property (except for normal wear and tear); shall not abandon any portion of the Property or leave the Property unguarded or unprotected; and shall not otherwise act, or fail to act, in such a way as to unreasonably increase the risk of any damage to the Property or of any other impairment of City's interests under the Loan Documents. Without limiting the generality of the foregoing, and except as otherwise agreed by City in writing from time to time, Developer shall promptly and faithfully perform and observe each of the following provisions: 12.2. Alterations and Repair. Developer shall not remove, demolish or materially alter any Improvement without City's prior consent, except to make non- structural repairs that preserve or increase the Property's value, and shall promptly restore, in a good and professional manner, any Improvement (or other aspect or portion of the Property) that is damaged or destroyed from any cause. 12.3. Compliance. Developer shall comply with all laws and requirements of Governmental Authority (including, without limitation, all requirements relating to the obtaining of Governmental Authority approvals), all Governmental Authority approvals and all rights of third parties, relating to Developer, the Property or Developer's business thereon. -zn t*o6ouncil 39 — 347 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 12.4. Taxes and Impositions. Developer shall pay, prior to delinquency, all of the following (collectively, the "Impositions"): (a) all general and special real property taxes and assessments imposed on the Property; (b) all other taxes and assessments and charges of every kind that are assessed upon the Property (or upon the owner and/or operator of the Property) and that create or may create a lien upon the Property (or upon any personal property or fixtures used in connection with the Property), including, without limitation, non -governmental levies and assessments pursuant to applicable covenants, conditions or restrictions; and (c) all license fees, taxes and assessments imposed on City (other than City's income or franchise taxes) which are measured by or based upon (in whole or in part) the amount of the obligations secured by the Property. If permitted by law, Developer may pay any Imposition in installments (together with any accrued interest). 12.5. Right to Contest. Developer shall not be required to pay any Imposition so long as: (a) its validity is being actively contested in good faith and by appropriate proceedings; (b) Developer has demonstrated to City's reasonable satisfaction that leaving such Imposition unpaid pending the outcome of such proceedings could not result in conveyance of the Property in satisfaction of such Imposition or otherwise impair City's interests under the Loan Documents; and, (c) Developer has furnished City with a bond or other security satisfactory in an amount not less than 100% of the applicable claim (including interest and penalties). 12.6. Evidence of Payment. Upon demand by City from time to time, Developer shall deliver to City, within thirty (30) days following the due date of any Imposition, evidence of payment reasonably satisfactory to City. 12.7. Books, Records and Annual Statement. Developer shall maintain complete books of account and other records reflecting the construction and operation of the Project in accordance with generally accepted accounting principles applied on a consistent basis. During the Term of Agreement, the amount of the Residual Receipts shall be determined on the basis of an annual audited financial statement ("Annual Statement"), for the preceding year, beginning with the first year of operation of all or any part of the Project, prepared at the Developer's expense by an independent certified public account firm acceptable to the City. Such Annual Statement shall be prepared based on the guidelines, and taking into account the information, set forth on Exhibit C, attached hereto and incorporated herein. During the Term of Agreement, the Developer shall submit the Annual Statement and any payment to the City not later than one hundred twenty (120) days after closing of the Developer's previous year's books. The first Annual Statement submitted by the Developer for the City/Rental Rehabilitation Program Loan shall include the period from the Completion of Construction to the close of that year's books. The City shall review and approve such statement (such approval not to be unreasonably withheld or delayed), or request revisions, within ninety (90) days after receipt. In the event that Developer's calculation of Residual Receipts is found to be incorrect as a result of a City review, and has underreported, Developer shall pay to the City the full amount of additional amounts owed within thirty (30) days of notice of such error. The terms of this subsection shall not be the exclusive method by which the City may review Residual Receipts payments by the Developer. In the event the discovery occurs at any time subsequent to titycouncil 39 — 348 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 the ninety (90) day period for that year's books, Developer shall pay to the City the full amount of such additional amounts owed within thirty (30) days after the error is discovered. Notwithstanding the foregoing, no previous action or inaction by the City shall prohibit the City from requesting repayment of any unpaid, owed amounts of Residual Receipts at any time during the term of this Agreement or thereafter. The Developer shall pay to the City the full amount of such additional amounts owed within thirty (30) days of notice of such errors for periods prior to the previous year. 12.8. Project Operating Account. Developer shall establish an interest bearing account to be known as the Operating Reserve Account. Within sixty (60) months after the Conversion Date, Developer shall deposit an amount into the Operating Reserve Account sufficient to pay three (3) months of operating expenses and three (3) months of mandatory debt service payments ("Target Balance"). Funds shall be invested subject to the prior written approval of the City, and any earnings shall become and remain a part of the Operating Reserve. Funds may be drawn only when revenue is insufficient to pay operating expenses and may be used as permitted under Borrower's Partnership Agreement. At the time of any withdrawals from the Operating Reserve Account, written notice shall be provided to the City which provides a detailed narrative of the nature of the operating deficits that are being cured, including all necessary amounts to cure them. If the balance in the Operating Reserve Account falls below the amount required to pay three (3) months of operating expenses and three (3) months of mandatory debt service payments, then Developer shall apply Residual Receipts, when and if available, or other funds, to the replenishment of Operating Reserves until the Target Balance is achieved. 12.9. Replacement Reserve Account. At or before the Conversion Date, Developer shall establish an interest bearing account to be known as the Replacement Reserve Account. Annually prior to March 31 of each year, Developer shall deposit into the Replacement Reserve Account an amount equal to a minimum of two hundred fifty dollars ($250) per unit but shall not exceed five hundred dollars ($500) per unit, which amounts may increase by 3% annually, or such higher amount as may be required by the Tax Credit Investor or Senior Lender and approved by City; provided, however, that City acknowledges that the Tax Credit Investor and/or Senior Lender will require an annual deposit of funds into the Replacement Reserve Account for all units, and City hereby approves such requirement and agrees that any replacement reserve established by Developer and held by the Tax Credit Investor and/or Senior Lender shall satisfy the requirements of this Section 12.9. The funds in the Replacement Reserve Account shall be held in an interest bearing account, subject to the prior written approval of the City, and any earnings shall become and remain a part of the Replacement Reserve. The Developer shall not draw funds from the Replacement Reserve Account without the prior written approval of the City. Funds may only be drawn from the Replacement Reserve Account to replace or maintain Project assets that have a useful life of more than one (1) year in accordance with Generally Accepted Accounting Principles ("GAAP"), and have been or will be titycouncil 39 - 349 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 depreciated on the Partnership Tax Return, Form 1040P, filed with the Internal Revenue Service by the Developer's accountant. In the event of a failure by the Developer to adequately maintain the Project, or pay operating expenses, mandatory debt service payments, or other payments required under the Loan Documents or Senior Loan Documents, or during the continuance of an event of default by Developer under the Loan Documents or Senior Loan Documents that would provide for the acceleration of the City/Rental Rehabilitation Program Loan or Senior Loan, then the City may, after delivery of notice to Developer and the expiration of any applicable cure periods and subject to the rights of any Senior Lender, apply the funds in the Replacement Reserve Account to the City/Rental Rehabilitation Program Loan, the Senior Loan, or use such funds for the maintenance, improvement, or continued operation of the Project. Section 13. NONDISCRIMINATION COVENANTS 13.1. Obligation to Refrain from Discrimination. Developer covenants and agrees that: (a) In Use of Property. There shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, mental or physical disability, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Developer or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendors of the Property. (b) In Affordable Housing Restrictions. The foregoing covenant shall: (a) be included in the Affordability Restrictions on Transfer of Property; (b) run with the land; and, (c) remain effective for the term of the Agreement. (c) In Employment. In construction of the Property, Developer shall not discriminate against any employee or applicant because of race, color, creed, religion, sex, marital status, mental or physical disability, national origin, or ancestry. Developer shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. (d) In all Contracts. Developer shall cause the foregoing covenants to be inserted in all contracts for any work covered by this Agreement so that such provisions will be binding upon each contractor and subcontractor for the benefit of City, provided that the foregoing covenant shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. Section 14. ENVIRONMENTAL MATTERS 14.1. Representation and Warranty. Except as disclosed in writing to the City it 39 — 350 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 including the environmental site assessments prepared on behalf of Developer and delivered to the City, Developer has no knowledge: (a) of the presence on, under or about the Property, now or in the past, of any Hazardous Materials in violation of applicable law, or of the transportation to or from the Property of any Hazardous Materials; (b) that asbestos or polychlorinated biphenyls (PCBs) are contained in or stored on the Property; or, (c) that there are any underground storage tanks located in, on or under the Property. 14.2. Compliance with Environmental Laws. Developer shall: (a) comply with all environmental laws and environmental permits applicable to the Construction of the Property; (b) immediately pay or cause to be paid all costs and expenses incurred by reason of such compliance; (c) keep the Property free and clear of any environmental claims or liens imposed pursuant to any environmental law; and, (d) obtain and renew all environmental permits required for ownership or use of the Property. 14.3. Presence of Hazardous Materials. Developer shall not, and shall not permit anyone else to, generate, use, treat, store, handle, release, or dispose of Hazardous Materials on the Property, or transport or permit the transportation of Hazardous Materials to or from the Property except for de minimis quantities used at the Property in compliance with all applicable environmental laws and required in connection with the routine construction, operation and maintenance of the Property. 14.4. Notice of Environmental Matters. Developer shall immediately advise City in writing of any of the following: (a) any pending or threatened environmental claim against Developer or the Property; (b) any condition or occurrence that: (i) results in noncompliance with any applicable environmental law; (ii) could reasonably be anticipated to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability of the Property under any environmental law; or, (iii) could reasonably be anticipated to form the basis of an environmental claim against the Property or Developer. 14.5. Environmental Indemnification by the Developer. Developer agrees to defend, indemnify and hold harmless the City and their respective officers, directors, employees and agents (collectively the "Indemnitees") from and against any and all obligations (including removal and remediation), losses, claims (including third party claims), suits, judgments, liabilities, penalties, damages (including consequential and punitive damages), costs and expenses (including consultants, and attorneys' fees) of whatever kind or nature whatsoever that may at any time be incurred by, imposed on, or asserted against the Indemnitees directly or indirectly based on, or arising or resulting from the actual or alleged presence of Hazardous Materials on the Property other than arising from the gross negligence, willful misconduct and/or illegal actions of any Indemnitee. Section 15. OTHER AFFIRMATIVE COVENANTS While any obligation of Developer under the City/Rental Rehabilitation Program Loan Note or Deed of Trust remain outstanding, the following provisions shall apply, except to the extent that the Executive Director otherwise consents in writing: 15.1. Existence. Developer's Managing General Partner shall maintain its 34 ouacil 39 - 351 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 existence in good standing under the laws of the State of California, and Developer shall provide documentation of such status annually to the City. 15.2. Protection of Lien. Developer shall maintain the lien of the City Deed of Trust as a valid second priority deed of trust on the Property and take all actions, and execute and deliver to City all documents, reasonably required by City from time to time in connection therewith. 15.3. Notice of Certain Matters. Developer shall give notice to City, within ten (10) days of Developer's learning thereof, of each of the following: (a) any filed litigation or claim affecting or relating to the Property and involving an amount in excess of $25,000; and any litigation or claim that might subject Developer or any general partner of Developer to liability in excess of $50,000, whether covered by insurance or not; (b) any material dispute between Developer and a Governmental Authority relating to the Property, the adverse determination of which would reasonably be expected to have a material adverse effect on the Property, (c) any change in Developer's principal place of business; (d) any aspect of the Improvements that is not in substantial conformity with the plans or code; (e) any Event of Default or event which, with the giving of notice or the passage of time or both, would constitute an Event of Default; (f) any material default by Developer or any other party under any Senior Loan document, or the receipt by Developer of any notice of default under any Senior Loan document; (g) the creation or imposition of any mechanics' or materialmans' lien or other lien against the Property which might materially affect the Property; and/or (h) any material adverse change in the financial condition of Developer. 15.4. Further Assurances. Developer shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to City all documents, and take all actions, reasonably required by City from time to time to confirm the rights created or now or hereafter intended to be created under the Loan Documents; to protect and further the validity, priority and enforceability of the City Deed of Trust; to subject to the Deed of Trust any property intended by the terms of any Loan Document(s) to be covered by the City Deed of Trust or otherwise to carry out the purposes of the Loan Documents and the transactions contemplated thereunder. Notwithstanding anything to the contrary set forth herein, the Developer shall have no obligation to execute any document, or take any action, which would: (i) change a material term of any Loan Document; (ii) change or impair any 'S titycouncil 39 - 352 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 material right of Developer; and/or, (iii) increase the liability of Developer or any partner thereof. 15.5. Annual Financial Statements. Developer shall deliver to City, within one hundred twenty (120) days after the end of each Calendar Year following issuance of a Certificate of Completion: (a) a certified public accountant reviewed balance sheet for Developer as of the end of such Calendar Year and a certified public accountant reviewed statement of profit and loss for Developer and for Developer's operations in connection with the Property for such Calendar Year, together with all supporting schedules; (b) a certificate of such certified public accountant that such documents were reviewed by such certified public accountant in accordance with generally accepted accounting principles and otherwise comply with generally accepted accounting principles review requirements; and, (c) a certificate of Developer's Managing General Partner that such documents: (i) were prepared in accordance with generally accepted accounting principles applied on a consistent basis or in accordance with such other principles or methods as are reasonably acceptable to City; (ii) fairly present Developer's financial condition; (iii) show all material liabilities, direct and contingent; and, (iv) fairly present the results of Developer's operations. Developer shall also provide the City with any other annual audit reports issued by other monitoring agencies upon written request. 15.6. Audits and Access to Records. Developer agrees that City, the U.S. Department of Housing and Urban Development, the Comptroller General of the United States or any of their authorized representatives shall have the right of access, upon reasonable notice, to any books, documents, papers, or other records of Developer that are pertinent to this Agreement in order to make audits, examinations, abstracts, excerpts or transcripts. Developer will maintain all books and records pertaining to this Agreement for a period of not less than five (5) years after all matters pertaining to this Agreement (i.e., audit, disputes or litigation) are resolved in accordance with applicable federal or state laws, regulations or policies, and when a period of affordability or recapture applies to Developer's activities, for a period of not less than five (5) years after the Affordability Period ends. Section 16. OTHER NEGATIVE COVENANTS While any obligation of Developer under the City/Rental Rehabilitation Program Loan Note or City/Rental Rehabilitation Program Loan Deed of Trust remain outstanding, the following provisions shall apply, except to the extent that the Executive Director otherwise consents in writing: 16.1. Default on Senior Loan. Developer shall not default on any of the Senior Loan Documents, provided however, that Developer shall have such period as is provided in the Senior Loan Documents during which to effectuate a cure. 16.2. Sale or Lease of Property. Unless and until Developer has received a Certificate of Completion for the construction from City, except for a Permitted Transfer, Developer shall not sell, lease, sublease or otherwise transfer all or any part of the Property or any interest therein without the prior written consent of the Executive Director, which 36 Sitycouncil 39 - 353 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 consent may be withheld in the Executive Director's sole and absolute discretion. In connection with the foregoing consent requirements, Developer acknowledges that City relied upon Developer's particular expertise in entering into this Agreement and continues to rely on such expertise to ensure the satisfactory completion of the construction. Notwithstanding anything to the contrary contained herein, a "transfer" shall not include: (i) a transfer of any general partner's interest in Developer when made in connection with the exercise by the Developer's Limited Partner of its rights upon a default by a general partner under the Developer's Partnership Agreement or upon a general partner's withdrawal in violation of the Partnership Agreement, so long as the removal and substitution of the defaulting general partner is made within thirty (30) days of such default or, if such removal and substitution cannot reasonably be completed within thirty (30) days, so long as the Limited Partner commences to take action to remove and substitute the general partner with a reasonable period and thereafter diligently proceeds to complete such substitution; (ii) any transfer of the Property to the managing general partner of Developer pursuant to the right of first refusal or to the general partners of Developer pursuant to the purchase option, as provided for in the Partnership Agreement; (iii) any transfer of the Limited Partner's interest in accordance with the Partnership Agreement; and, (iv) any sale, transfer or other disposition of an interest in a limited partner of the Developer. Section 17. CERTIFICATE OF COMPLETION Upon satisfactory completion of the construction and upon the request of Developer, or at its own election, the City shall issue a certificate of completion ("Certificate of Completion"). Such Certificate of Completion shall be, and shall so state, conclusive determination of satisfactory completion of the construction. If City declines to furnish a Certificate of Completion after written request from Developer, the Executive Director shall, within thirty (30) days after receipt of the request, provide Developer with a written statement of the reasons therefore. The statement shall contain a description of the action(s) Developer must take to obtain a Certificate of Completion. If the reason therefore is that the Developer has not completed a minor portion of the Construction, City may, in its sole and absolute discretion, issue the Certificate of Completion upon the posting with City of a bond or other form of security acceptable to the Executive Director in the amount of the fair value of the uncompleted work. A Certificate of Completion is not evidence of compliance with or satisfaction of the Loan Documents or any obligation of Developer to any other party whatsoever, including any holder of a mortgage or deed of trust. A Certificate of Completion is not "notice of completion" referred to in Section 3093 of the California Civil Code. A Certificate of Occupancy issued by the City will also meet the same purpose and requirement as the Certificate of Completion. 37 it 39 — 354 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 Section 18. INDEMNIFICATION 18.1. Nonliability of City. Developer acknowledges and agrees that: (a) The relationship between Developer and City is and shall remain solely that of borrower and lender, City neither undertakes nor assumes any responsibility to review, inspect, supervise, approve (other than for aesthetics) or inform Developer of any matter in connection with the construction, including matters relating to: (i) the performance of the construction work, (ii) architects, contractors, subcontractors and materialmen, or the workmanship of or materials used by any of them, or (iii) the progress of the construction; and Developer shall rely entirely on its own judgment with respect to such matters and acknowledges that any review, inspection, supervision, approval or information supplied to Developer by City in connection with such matters is solely for the protection of City and that neither Developer nor any third party is entitled to rely on it; (b) Notwithstanding any other provision of any Loan Document: (i) the City is not a partner, joint venture, alter -ego, manager, controlling person or other business associate or participant of any kind of Developer and City does not intend to ever assume any such status; (ii) City's activities in connection with the City/Rental Rehabilitation Program Loan shall not be "outside the scope of the activities of a lender of money" within the meaning of California Civil Code Section 3434, as modified or recodified from time to time, and City does not intend to ever assume any responsibility to any person for the quality or safety of the Property; and, (iii) City shall not be deemed responsible for or a participant in any acts, omissions or decisions of Developer; (c) City shall not be directly or indirectly liable or responsible for any loss or injury of any kind to any person or property resulting from any construction on, or occupancy or use of, the Property, whether arising from: (i) any defect in any building, grading, landscaping or other onsite or offsite improvement; (ii) any act or omission of Developer or any of Developer's agents, employees, independent contractors, licensees or invitees; or, (iii) any accident on the Property or any fire or other casualty or hazard thereon; and (d) By accepting or approving anything required to be performed or given to City under the Loan Documents, including any certificate, financial statement, survey, appraisal or insurance policy, City shall not be deemed to have warranted or represented the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty or representation by City to anyone. 18.2. Indemnity. Developer shall defend (by counsel reasonably satisfactory to City), indemnify and save and hold harmless the Indemnitees from and against all claims, damages, demands, actions, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising from or relating to: (i) a breach of this Agreement by Developer; (ii) the making of the City/Rental Rehabilitation Program Loan; (iii) a claim, demand or cause of action that any person has or asserts against Developer; (iv) any act or omission of Developer, any contractor, subcontractor or material supplier, engineer, architect or other person with respect to the titycouncil 39 — 355 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 Property; or, (vi) the ownership, occupancy or use of the Property. Notwithstanding the foregoing, Developer shall not be obligated to indemnify City with respect to the consequences of any act of illegal conduct, gross negligence or willful misconduct of City. Developer's obligations under this Section shall survive the cancellation of the City/Rental Rehabilitation Program Loan Note, release and reconveyance of the City Deed of Trust, issuance of the Certificate of Completion, and termination of this Agreement. (a) Notwithstanding the foregoing, neither Developer, nor any of its partners, shall be personally liable for any indemnification obligation hereunder which would result as the repayment of principal and/or interest under the City/Rental Rehabilitation Program Loan. (b) To the fullest extent permitted by law, the Developer agrees to indemnify, hold harmless and defend the City and its elected officials, officers, governing members, employees, attorneys and agents (collectively, the "Indemnified Parties"), from and against any and all losses, damages, claims, actions, liabilities, reasonable costs and expenses of any and every conceivable nature, kind or character (including, without limitation, reasonable attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject to under any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to: (i) the Loan Documents or the execution or amendment thereof or in connection with the transactions contemplated thereby; (ii) Developer's ownership or operation of the Project or any act or omission of the Developer or any of its agents, contractors, servants, employees or licensees in connection with the City/Rental Rehabilitation Program Loan or the Project, the operation of the Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation, operation or rehabilitation of, the Project or any part thereof, (iii) any lien or charge upon payments by the Developer to the City, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the City in respect of any portion of the Project; (iv) any violation of any environmental law, rule or regulation with respect to, or the release of any toxic substance from the Project or any part thereof, (v) any untrue or misleading statement of a material fact by the Developer contained in any Loan Document or any of the documents or instruments relating to said Loan Documents that the City relied upon in making the City/Rental Rehabilitation Program Loan, except to the extent such damages are caused by the gross negligence or willful misconduct of such Indemnified Party. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Developer, upon written notice from the Indemnified Party, shall -A9 Sitycouncil 39 - 356 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 assume the investigation and defense thereof, including the employment and payment for counsel selected by the Indemnified Party, and shall assume the payment of all reasonable expenses related thereto, with full power to litigate, compromise or settle the same; provided that the Indemnified Party shall have the right to review and approve or disapprove in its reasonable discretion any such compromise or settlement; and, (vi) Notwithstanding anything in this Section 18.2 to the contrary, if judgment is entered against Developer and City by a court of competent jurisdiction because of the concurrent active negligence of City or Indemnified Parties, Developer and City agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment. 18.3. Reimbursement of City. Developer shall reimburse City immediately upon written demand for all costs reasonably incurred by City (including the reasonable fees and expenses of attorneys, accountants, appraisers and other consultants, whether the same are independent contractors or employees of City) in connection with the enforcement of the Loan Documents and all related matters including all claims, demands, causes of action, liabilities, losses, commissions and other costs against which City is indemnified under the Loan Documents. Such reimbursement obligations shall bear interest from the date occurring twenty (20) days after City gives written demand to Developer at the rate of Interest defined in the Note and shall be secured by the City Deed of Trust. Such reimbursement obligations shall survive the cancellation of the City/Rental Rehabilitation Program Loan Note, release and reconveyance of the City/Rental Rehabilitation Program Loan Deed of Trust, issuance of a Certificate of Completion, and termination of this Agreement Subsequent to the making and disbursement of this Loan, the Developer shall pay for any subsequent revisions, transfers, extensions, renewals, modifications, refinancing or "workouts," and providing estoppels or subordinations of the City/Rental Rehabilitation Program Loan (collectively, "Changes"), and in the exercise of any of City's rights or remedies under this Agreement. The City will receive from Developer in connection with any request by Developer for a Change, a nonrefundable fee in the amount of Five Hundred Dollars ($500) and Developer shall reimburse City for all of the City's reasonable out-of- pocket expenses (including reasonable attorney's fees) incurred in the administration and review of such Changes, to the extent such expenses exceed Five Hundred Dollars ($500). Section 19. INSURANCE, CASUALTY AND CONDEMNATION 19.1. Prior to undertaking performance of work under this Agreement, Developer shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Minimum Scope and Limit of Insurance — Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including 40 00mil 39 — 357 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 00 01 covering any auto (Code 1), or if Developer has no owned autos, hired (Code 8), and non -owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: Insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors & Omissions): Insurance appropriate to the Developer's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. 5. Broader Coverage: If Developer maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Developer. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions — The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Developer including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Developer's insurance (at least as broad as ISO Form CG 20 10 1185 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 forms if later revisions used). 2. Primary Coverage: For any claims related to this Agreement, Developer's insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Developer's insurance and shall not contribute with it. 41 00mil 39 — 358 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 3. Notice of Cancellation: Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Developer hereby grants to City a waiver of any right to subrogation which any insurer of said Developer may acquire against the City by virtue of the payment of any loss under such insurance. Developer agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require Developer to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies: If any of the required policies provide coverage on a claims -made basis: i. The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the work. iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Developer must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. 8. Verification of Coverage: Developer shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Developer's obligation to provide them. The City reserves the right to require 42 OOMil 39 — 359 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Subcontractors: Developer shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Developer shall ensure that City is an additional insured on insurance required from subcontractors. 10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. 19.2. Claims and Proceedings. Developer shall give City immediate notice of any material casualty to any portion of the Property, whether or not covered by insurance, and of the initiation or threatened initiation of any proceeding for the condemnation or other taking for public or quasi -public use of any portion of the Property (collectively, "Condemnation"), and shall provide City with copies of all documents which pertain to any such casualty or Condemnation. Developer shall take all action reasonably required by City in connection therewith to protect the interests of Developer and/or City, and City shall be entitled (without regard to the adequacy of its security) to participate in any action, claim, adjustment or proceeding and to be represented therein by counsel of its choice. Developer shall not settle, adjust, or compromise any claim, action, adjustment or proceeding without prior written approval, which approval shall not be unreasonably withheld or delayed. 19.3. Delivery of Proceeds to City. If the proceeds from any casualty insurance is in excess of $500,000, Developer shall, subject to any superior rights of the Senior Lender, deliver such proceeds to the City immediately upon receipt. 19.4. Application of Casualty Insurance Proceeds. Subject to the rights of the Senior Lender, any proceeds collected (the "Proceeds") under any casualty insurance policy described in this Agreement shall be disbursed to Developer as provided below, but only upon fulfillment of each of the following conditions (the "Restoration Conditions") within ninety (90) days (unless extended by mutual agreement of Developer and City) following the occurrence of the damage for which the Proceeds are collected: (a) Developer shall demonstrate to City's reasonable satisfaction that the Proceeds (together with amounts deposited by Developer pursuant to subparagraph (b)) will be adequate to repair the Improvements and to restore the fair market value of the Property, within two years (or such longer time period reasonably determined by City), to at least the value it had immediately prior to sustaining the damage. Such demonstration shall include delivery to City of. (i) plans and specifications reasonably satisfactory to City; and, (ii) a construction contract in form and content, and with a contractor, reasonably satisfactory to City. (b) To the extent that the Proceeds are insufficient to accomplish the restoration required above, Developer shall deliver to City (the "Shortfall Funds") in the amount of such shortfall, which funds shall be assigned to City as security for Developer's titycouncil 39 — 360 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 obligation hereunder and held and disbursed in the same manner as the Proceeds. (c) Developer shall execute such documents as City reasonably requires to evidence and secure Developer's obligation to use all amounts disbursed for the diligent restoration of the Property. (d) No Event of Default shall remain uncured. 19.5. Method of Disbursement and Undisbursed Funds. Any Proceeds and Shortfall Funds to be disbursed to Developer shall be held by City and disbursed in accordance with then customary disbursement procedures and related provisions. Any amounts remaining undisbursed following completion of such restoration shall be returned to Developer up to the amount of any Shortfall Funds deposited by Developer, and any other amounts remaining shall either be paid to Developer or applied by City against any obligations to City that are secured by a lien on the Property, as they elect in their sole and absolute discretion. 19.6. Failure to Satisfy Conditions. In the event that Developer fails to fulfill the Restoration Conditions within ninety (90) days, unless extended, following the date on which the damage occurs, the Proceeds shall be applied by City against any obligations to City that are secured by a lien on the Property, and the selection of which such obligations to apply the Proceeds against shall be made by City in their sole and absolute discretion, subject to the rights of the Senior Lender. 19.7. Condemnation; Treatment of Compensation. Subject to any superior rights of Senior Lender, Developer hereby assigns to the City, as security for all obligations to City secured by a lien on the Property, all amounts payable to Developer in connection with any Condemnation, and any proceeds of any related settlement (collectively, "Compensation"). Subject to any superior rights of Senior Lender, Developer shall deliver such remaining Compensation to City immediately upon receipt. If the taking results in a loss of the Property to an extent that, in the reasonable opinion of City, renders or is likely to render the Property not economically viable or if, in City's reasonable judgment Developer's security is otherwise impaired, City may apply the Compensation received due to judgment or settlement in connection with any condemnation or other taking to reduce the unpaid obligations secured in such order as City may determine, and without any adjustment in the amount or due dates of payments due under the City/Rental Rehabilitation Program Loan Note. If so applied, any award in excess of the unpaid balance of the City/Rental Rehabilitation Program Loan Note and other sums due to City shall be paid to Developer or Developer's assignee. City shall have no obligation to take any action in connection with any actual or threatened condemnation or other proceeding. (a) Notwithstanding the foregoing, as long as the Developer is not in default under the Loan Documents, any condemnation proceeds may be used by the Developer for repair and/or restoration of the Project. Section 20. DEFAULTS AND REMEDIES 20.1. Events of Default. The occurrence of any of the following, whatever the 44 OOMil 39 — 361 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 reason therefore, shall constitute an Event of Default by Developer: (a) Developer fails to make any payment of principal or interest under the City/Rental Rehabilitation Program Loan Note when due, and such failure is not cured within thirty (30) Business Days after Developer's receipt of written notice that such payment was not received when due; (b) Developer fails to perform any other obligation for the payment of money under any Loan Document, and such failure is not cured within thirty (30) Business Days after Developer's receipt of written notice that such obligation was not performed when due; (c) Developer fails to perform any obligation (other than the obligations described in subparagraphs (a) and (b) above) under any Loan Document, and such failure is not cured within thirty (30) days after Developer's receipt of written notice that such obligation was not performed; provided that, if cure cannot reasonably be effected within such thirty (30)-day period, such failure shall not be an Event of Default so long as Developer (in any event, within ten (10) days after receipt of such notice) commences to cure, and thereafter diligently (in any event within one hundred and twenty (120) days after receipt of such notice) prosecutes such cure to completion; (d) Any representation or warranty in any Loan Document proves to have been incorrect in any material respect when made; (e) Reserved; (f) Work on the construction ceases for ninety (90) consecutive days for any reason (other than governmental orders, decrees or regulations, acts of God or any other deity, strikes or other causes beyond Developer's reasonable control), provided that the same do not, in the aggregate and in the City's reasonable judgment, threaten to delay the completion of the construction beyond the required completion date set forth in this Agreement; (g) Developer is enjoined or otherwise prohibited by any Governmental Authority from constructing and/or occupying the improvements and such injunction or prohibition continues unstayed for ninety (90) days or more for any reason; (h) Developer is dissolved, liquidated or terminated, or all or substantially all of the assets of Developer are sold or otherwise transferred without the Executive Director's prior written consent; (i) Developer is the subject of an order for relief by a bankruptcy court, or is unable or admits its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or Developer applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or any part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of Developer and the appointment continues undischarged or unstayed for ninety (90) days; or Developer titycouncil 39 - 362 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 institutes or consents to any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, custodianship, conservatorship, liquidation, rehabilitation or similar proceeding relating to it or any part of its property; or any similar proceeding is instituted without the consent of Developer and continues undismissed or unstayed for ninety (90) days; or any judgment, writ, warrant of attachment or execution, or similar process is issued or levied against any property of Developer and is not released, vacated or fully bonded within ninety (90) days after its issue or levy; 0) Any of the Senior Loan documents is amended, supplemented or otherwise modified without City's prior written consent, to the extent the City's consent is required pursuant to any subordination agreement between the City and the Senior Lender; (k) Senior Loan Document Breach. Any default or breach of Developer that continues uncured after the expiration of any applicable cure period under any other loan document including, but not limited to, the Senior Loan Documents (including but not limited to the Senior Loan Deed of Trust); (1) Voluntary Suspension. The voluntary suspension of Developer's business or the dissolution or termination of the Partnership (if any) constituting Developer; (m) Unauthorized Transfer. Developer's sale or other transfer of the Property or the Project in violation of such terms herein; (n) Fraud or Material Misstatement or Omissions. Any fraudulent act or intentional material omission of Developer's, or intentional material misrepresentation of Developer's, pertaining to or made in connection with the City/Rental Rehabilitation Program Loan, Loan Documents or the Project; or, (o) Project Monies. Developer's intentional misapplication or embezzlement of Project monies. 20.2. Remedies Upon Default. Upon the occurrence and during the continuance of any Event of Default, City may, at its option and in its absolute discretion, do any or all of the following: (a) By written notice to Developer, declare the principal of all amounts owing under the Loan Documents, together with all accrued interest and other amounts owing in connection therewith, to be immediately due and payable, regardless of any other specified due date; provided that any Event of Default described in Section 20.1 shall automatically, without notice or other action on City's part, cause all such amounts to be immediately due and payable; (b) In its own right or by a court -appointed receiver, take possession of the Property, enter into contracts for and otherwise proceed with the completion of the construction by expenditure of its own funds; (c) Exercise any of its rights under the Loan Documents and any rights 46 OOMil 39 — 363 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 provided by law, including, without limitation, the right to seek specific performance and the right to foreclose on any security and exercise any other rights with respect to any security, all in such order and manner as City elects in its sole and absolute discretion; (d) Suspend or terminate the award of Rental Rehabilitation Program funds if Developer fails to comply with any term of that award; and, (e) Right to Cure at Developer's Expense. The City shall have the right to cure any monetary Event of Default by Developer under a loan other than the City/Rental Rehabilitation Program Loan. The Developer agrees to reimburse the City for any funds advanced by the City to cure a monetary default by Developer upon demand therefore, together with interest thereon at the rate of twelve percent (12%) per annum (which rate shall in no event exceed the maximum rate permitted by law and if it does, said rate shall be reduced to the maximum rate then permitted by law), from the date of expenditure until the date of reimbursement. 20.3. Cumulative Remedies: No Waiver. City's rights and remedies under the Loan Documents are cumulative and in addition to all rights and remedies provided by law. The exercise by City of any right or remedy shall not constitute a cure or waiver of any default, nor invalidate any notice of default or any act done pursuant to any such notice, nor prejudice the City in the exercise of any other right or remedy. No waiver of any default shall be implied from any omission by City to take action on account of such default if such default persists or is repeated. No waiver of any default shall affect any default other than the default expressly waived, and any such waiver shall be operative only for the time and to the extent stated. No waiver of any provision of any Loan Document shall be construed as a waiver of any subsequent breach of the same provision. City's consent to or approval of any act by Developer requiring further consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act. The City's acceptance of the late performance of any obligation shall not constitute a waiver by City of the right to require prompt performance of all further obligations; City's acceptance of any performance following the sending or filing of any notice of default shall not constitute a waiver of either party's right to proceed with the exercise of its remedies for any unfulfilled obligations; and City's acceptance of any partial performance shall not constitute a waiver by City of any rights. 20.4. Nonrecourse Liability. Neither Developer, nor any other party, including any partner of Developer, shall have any personal liability under this Agreement, or the attached City/Rental Rehabilitation Program Loan Note and City/Rental Rehabilitation Program Loan Deed of Trust, and any judgment, decree or order for the payment of money obtained in any action to enforce the obligation of Developer to repay the City/Rental Rehabilitation Program Loan or any other amount evidenced or secured by such documents shall be enforceable against Developer only to the extent of Developer's interest in the Property. 20.5. Limited Partner Cure. The City shall provide the Developer's Limited Partner with an opportunity to cure any default. Any cure made or tendered by Limited Partner shall be accepted as if made by Developer. Sitycouncil 39 — 364 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 Section 21. MISCELLANEOUS 21.1. Obligations Unconditional and Independent. Notwithstanding the existence at any time of any obligation or liability of City to Developer, or any other claim by developer against City, in connection with the City/Rental Rehabilitation Program Loan or otherwise, Developer hereby waives any right it might otherwise have: (a) to offset any such obligation, liability or claim against Developer's obligations under the Loan Documents; or, (b) to claim that the existence of any such outstanding obligation, liability or claim excuses the nonperformance by Developer of any of its obligations under the Loan Documents. 21.2. Notices. All notices, demands, approvals and other communications provided for in the Loan Documents shall be in writing and be delivered to the appropriate party by personal service or U.S. mail at its address as follows: If to Developer: Westview House LP c/o Westview House CDP LLC 3416 Via Oporto, Suite 301 Newport Beach, CA 92663 Attn: Kyle Paine With a copy to: Westview House Mercy House CHDO LLC 807 N. Garfield Street Santa Ana, CA 92701 Attn: Lawrence G. Haynes, Jr. And: Sabelhaus & Strain, LLP 1724 1Oth Street, Suite 110 Sacramento, CA 95811 Attn: Stephen A. Strain, Esq. And: Chernove and Associates, Inc. 16027 Ventura Boulevard #660 Encino, CA 91436 Attn: Sheldon Chernove, Esq. And: R4 WHCA Acquisition LP c/o R4 Capital LLC 780 Third Avenue, 16th Floor New York, New York 10017 Attention: Marc Schnitzer E-Mail: mschnitzer(&,R4cap.com And: Frost Brown Todd LLC 400 West Market Street, Suite 3200 Louisville, Kentucky 40202 Attention: Amy Curry 4R it 39 — 365 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 If to City: City of Santa Ana Executive Director (CDA) 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 With a copy to: City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 Addresses for notice may be changed as required by written notice to all other parties. All notices personally served shall be effective when actually received. All notices mailed shall be effective three (3) days after deposit in the U.S. Mail, postage prepaid. The foregoing notwithstanding, the non -receipt of any notice as the result of a change of 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 notice. 21.3. Survival of Representations and Warranties. All representations and warranties in the Loan Documents shall survive the making of the City/Rental Rehabilitation Program Loan described herein and have been or will be relied on by City notwithstanding any investigation made by either parry. 21.4. No Third Parties Benefited. This Agreement is made for the purpose of setting forth rights and obligations of Developer and the City, and no other person shall have any rights hereunder or by reason hereof. 21.5. Reserved. 21.6. Prior Agreements; Amendments; Consents. This Agreement (together with the other Loan Documents) contains the entire agreement between the City and Developer with respect to the City/Rental Rehabilitation Program Loan and the Property, and all prior negotiations, understandings and agreements are superseded by this Agreement and such other Loan Documents. No modification of any Loan Document (including waivers of rights and conditions) shall be effective unless in writing and signed by the party against whom enforcement of such modification is sought, and then only in the specific instance and for the specific purpose given. 21.7. Governing Law. All of the Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of California and Federal law, whichever is more stringent. Developer irrevocably and unconditionally submits to the jurisdiction of the Superior Court of the State of California for the County of Orange or the United States District Court of the Central District of California, as City may deem appropriate, in connection with any legal action or proceeding arising out of or relating to this Agreement or the Loan Documents. Assuming proper service of process, Developer also waives any objection regarding personal or in rem jurisdiction or venue. 49 titycouncil 39 - 366 5/17/2022 City Rental Rehabilitation Program Loan Agreement EXHIBIT 5 21.8. Severability of Provisions. No provision of any Loan Document that is held to be unenforceable or invalid shall affect the remaining provisions, and to this end all provisions of the Loan Documents are hereby declared to be severable. 21.9. Headings. Article and section headings are included in the Loan Documents for convenience of reference only and shall not be used in construing the Loan Documents. 21.10. Conflicts. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, this Agreement, unless otherwise expressly provided, shall prevail; provided however that, with respect to any matter addressed in both such documents, the fact that one document provides for greater, lesser or different rights or obligations than the other shall not be deemed a conflict unless the applicable provisions are inconsistent and could not be simultaneously enforced or performed. 21.11. Time of the Essence. Time is of the essence under this Agreement and in the performance of every term, covenant, and obligation contained herein. 21.12. Conflict of Interest. No member, official or employee of the City shall have any direct or indirect interest in this Agreement, nor participate in any decision relating to the Agreement that is prohibited by law. 21.13. Warranty Against Payment of Consideration. Developer warrants that it has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. 21.14. Reserved. 21.15. Plans and Data. As additional collateral for the City/Rental Rehabilitation Program Loan, Developer hereby grants to the City a security interest in all plans and data concerning the Property, subject to the rights of any Senior Lender. Such right of City shall be subject to any right of the preparer of the plans to their use. 21.16. Authority to Enter Agreement. 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 the 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. {signatures on following page) sn OOMil _ 39 — 367 5/17/2022 Ciental Rehabilitation Program Loan Agreement EXHIBIT 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date set forth at the beginning of this Agreement. DEVELOPER Westview House LP, a California limited partnership By: West -view House CDP LLC, a California limited liability company Its: Administrative General Partner A By: Community Development Partners, a California corporation Its: Sole Managing Member By: Kyle Paine Its: President By: Westview Mercy House CHDO, LLC, a California limited liability company Its: Managing General Partner By: Mercy House CHDO, Inc., a California nonprofit public benefit corporation Its: Sole Managing Member By: Lawrence G. Haynes, Jr. Its: Chief Executive Officer 51 on We DeA-)eEopMCAi ce", Cory\AACit' je �1 S/LZ Westview }louse C" rw W�jflitation Program Loan Agreement 39 — 368 5/17/2022 EXHIBIT 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date set forth at the beginning of this Agreement. DEVELOPER Westview House LP, a California limited partnership By: Westview House CDP LLC, a California limited liability company Its: Administrative General Partner By: Community Development Partners, a California corporation Its: Sole Managing Member By: Kyle Paine Its: President By: Westview Mercy House CHDO, LLC, a California limited liability company Its: Managing General Partner By: Mercy House CHDO, Inc., a California nonprofit public benefit corporation Its: Sole Managing Member By: Lawrence G. Haynes, Jr. Its: Chief Executive Officer 51 00mil 39 — 369 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 ATTEST: CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager Dated: APPROVED AS TO FORM: SONIA R. CARVALHO, City Attorney By: /a I Rya dge Assi ant ity Attorney Dated: May 5, 2022 RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency Dated: 5? 00mil 39 - 370 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 EXHIBITS A. Legal Description B. Scope of Work C. Project Budget D. City/Rental Rehabilitation Program Loan Deed of Trust E. City/Rental Rehabilitation Program Loan Note F. Affordability Restrictions on Transfer of Property 5.2 OOMil 39 — 371 5/17/2022 City ental Rehabilitation Program Loan Agreement EXHIBIT 5 Exhibit A lop Legal Description City Council 39 — 372 5/17/2022 EXHIBIT 5 PRELIMINARY REPORT Fidelity National Title Company Your Reference: Order No.: 997-30079690-TS4 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 10, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF SAID SECTION 10, 220 FEET WEST OF THE NORTHEAST CORNER OF SAID SECTION 10, RUNNING THENCE SOUTH PARALLEL TO THE EAST LINE OF SAID SECTION 10, 436 FEET; THENCE WEST PARALLEL TO THE NORTH LINE OF SAID SECTION 10, 150 FEET; THENCE NORTH PARALLEL TO THE EAST OF SAID SECTION 10, 436 FEET TO THE NORTH LINE OF SAID SECTION; THENCE EAST ALONG SAID NORTH LINE, 150 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN ALL OIL, GAS, ASPHALTUM, AND OTHER KINDRED SUBSTANCES AS RESERVED IN THAT CERTAIN DEED RECORDED DECEMBER 04, 1925 IN BOOK 617, PAGE 39 OF DEEDS, AND AS RESERVED IN THE DEED RECORDED JULY 03, 1925 IN BOOK 593, PAGE 215 OF DEEDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-FOURTH INTEREST IN ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES AND MINERALS AS RESERVED IN THAT CERTAIN DEED RECORDED APRIL 20, 1955 IN BOOK 3037, PAGE 204 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION OF LAND CONVEYED TO THE CITY OF SANTA ANA BY CONDEMNATION, RECORDED MARCH 04, 1999 AS INSTRUMENT NO. 19990156659 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 198-132-21 PARCEL 2: LOT 5 OF TRACT NO. 9536 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 400, PAGES 13 AND 14 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH PORTIONS OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 10, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, AS SAID SECTION IS SHOWN ON A MAP FILED IN BOOK 51, PAGE 12 OF MISCELLANEOUS MAPS, SHOWN AND DESCRIBED AS PARCEL 1 OF LOT LINE ADJUSTMENT NO. 2005-11 RECORDED JANUARY 13, 2006 AS INSTRUMENT NO. 2006029348 OF OFFICIAL RECORDS OF SAID COUNTY. EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF OF ALL OIL, GAS, ASPHALTUM, OR OTHER KINDRED SUBSTANCES IN, UPON, OR UNDER SAID PREMISES, AS CONVEYED TO CHARLES MENDENHALL BY DEED RECORDED FEBRUARY 16, 1922 IN BOOK 414, PAGE 192 OF DEEDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF OF ALL OIL, GAS, ASPHALTUM, OR OTHER KINDRED SUBSTANCES IN, UPON, OR UNDER SAID PREMISES, AS RESERVED BY CHARLES MENDENHALL, BY DEED RECORDED MAY 19, 1922 IN BOOK 423, PAGE 145 OF DEEDS. APN: 198-132-23 City COLwcil 39 — 373 5/17/2022 CLTA Prelll�inary F�eport Form —Modified (11/17/06) Page 3 EXHIBIT 5 Exhibit B: Scope of Work City Council 39 — 374 5/17/2022 EXHIBIT 5 \WvX altonons[ruc[ion Inc."M� WESTVIEW SCOPES OF WORK 2-410 DEMOLITION: Demolition: concrete slabs, asphalt paving and base, sidewalk on Huron, corner curb, section of CMU wall & footing. 2-820 ABATEMENT: Abatement. N/A 3-010 SEALED OR POLISHED CONCRETE: Sealed Concrete at around floor, trash and utility rooms. 3-300 CONCRETE: Building foundations, continuous footings, pads, (2) elevator pits walls, slab on grade, over a 2" layer of sand over 15 Mil Vapor Barrier over 2" layer of sand. 31-310 SOIL TREATMENT: Soil treatment. 3-540 CELLULAR CONCRETE: 1- 1/4" Gyp -Crete lightweight underlayment over 1/4" acoustic -mat sound mat throughout units on 2nd & 4th floor over plywood, with 1/8" perimeter isolator strips 1- 1/4" Gyp -Crete lightweight underlayment over 1/4" acoustic -mat sound mat at common rooms on 2nd & 4th floor over plywood, with 1/8" perimeter isolator strips 2-1/2" Hardrock concrete at 2nd - 4th floor corridors and walkways. 4-220 MASONRY: Building masonry, N/A Site walls - see line 32-320 CTRTTCTTTRAT./MTCC RTFFT.- 5-100 Structural steel, Allowance 5-510 Stairs #1, #2, & #3, w/ recast riser/treads, stair guardrail, wall mount single handrail. 5-521 2 elevator pit ladders, hoist beams and roof ladder. 42" high unit balcony guardrails with wood slats. 6-100 ROUGH CARPENTRY: Framing per plans and specs, Added (3) balconies and decorative parapet element. (Reduced lumber to current pricing). Horizontal siding. Wood/Metal screen. 6-200 FINISH CARPENTRY: Baseboards Closet shelf and pole. Unit bath accessories. 6-410 CABINETS: Euro Frameless, Unit kitchens and baths, 'Diva' Textured thermofoil flat face edge banded door and drawer fronts, 100 pound Grass Metabox drawer system, woodgrain melamine interiors, self closing concealed hinges, side mount euro white drawer glides, 6" wire pulls, breadboards. Common areas, Community room kitchen. 7-000 CAULKING: 7-100 WATERPROOFING: (2) Elevator pits. 7-140 DECK COATINGS: Westcoat pedestrian deck coating ALX system at 2nd - 4th floor unit balconies over plywood. Westcoat pedestrian deck coating ALX system at (2) 4th floor outdoor decks over plywood. 7-200 THERMAL INSULATION: Buildine insulation. unfaced fiberelass batts. T-24 Infiltration caulkine and OII included. 7-511 I ROOFING: Page 1 EXHIBIT 5 CSI # DESCRIPTION 7-620 SHEETMETAL: General sheet metal, door pans, deck flashing, scupper, conductor head, downspout, A/C pads, hot water equipment pad, parapet coping. 8-100 DOORS/FRAMES/HARDWARE: Unit doors, frames, Schlage hardware. Common areas doors frames, Schlage hardware Smoke Guard M200, elevator smoke curtains. (4) Overhead metal garage doors. Rolling vehicle entry gate and fence w/motor and safety loop. 8-430 STOREFRONT: 2-1/4" x 4-1/2" dark bronze anodized aluminum TC 470 storefront mfr. Arcadia, 1/4" clear solar ban 90 dual glaze insulated units. 8-531 WINDOWS: AMI 80 Series vinyl windows, white/white dual pane, Low-E glass. Removed (3) windows, changed to balcony doors. Anderson E Series Swing patio doors, (82) doubles, (2) single. Added (3) balcony doors. 8-830 MIRRORS: Unit baths 9-240 LATH & PLASTER: Lath / plaster, install 7/8" Thk. Stucco, 20/30 sand finish w/one integral color, W/2-Layers grade "D" 60 Min. Bldg. paper, w/ Structalath 1-1/2"xl-1/2"xl7 ga. at vertical walls & Hi -Rib @ ceilings, w/ Fastwall "Fibered" plaster cement Parex La Habra for scratch and brown coats. Corridor walls & ceilings approx. 10' exposed from the exterior to the interior. Plaster drip screed at horizontal corners. Scratch and brown coats at tile walls. Plaster screed, decorative parapet element.. 9-290 DRYWALL/METAL STUDS: Drywall, light orange peel type texture. Light Gauge metal stud framing at drop ceilings and soffits. 9-310 TILE WORK: Entry Lobby floor and base tile. (2) Common area Unisex restrooms, floors and walls 4' high wainscot. 9-510 ACOUSTICAL CEILINGS: ACT'24"x24" ceiling at (6) offices, (1) meeting room. 9-640 WOOD FLOORING: N/A. 9-650 RESILIENT FLOORING: LVP throughout units, living room, kitchen and bedroom. Sheet vinyl at bathrooms w/heat welded seams and 6" flash cove. LVP at common areas, community room lounge and service provider space. LVP at corridors 1 st - 4th floors. Sheet vinyl, at laundry rooms w/heat welded seams and 6" cove. Sheet vinyl, at trash rooms w/heat welded seams and 6" cove. Misc. transitions throughout common areas. 9-680 CARPET: Carpet Tile. N/A 9-910 PAINTING: Interior / Exterior painting. Graffiti coatings 9' AFF at areas with public access. 10-000 SPECIALTIES: 10-130 Directories (2) 10-140 Si na e - code required 10-211 Toilet Partitions N/A 10-212 Shower Enclosures N/A 10-280 Common area restroom accessories 2 10-300 Fireplaces N/A 10-410 Emergency Key Cabinets / Knox Boxes 3 10-440 Fire Extinguishers / Cabinets (24) (excludes fire extinguishers at unit kitchens) 10-550 Postal Specialties / Mailboxes 11-400 APPLIANCES: 52 7 — f '401, PIP.-t,-;� ra„$P/�,�.P„� 211�� h�,�,�1 .i;�h�x,a (AftPhOO&WHommunityroom. Washers and dryers By Owner Page 2 EXHIBIT 5 BLINDS AND SHADES: COUNTERTOPS: ELEVATORS- (2) Otis Gent elevator system, 3,500 lb., 150 FPM, 4 stop. Additional attachment backing at each floor 14-400 MAN LIFT/HOIST: N/A, Building is under 60'. 14-918 TRASH CHUTES: 2 Trash Chutes. 21-130 FIRE SPRINKLERS: Fire sprinklers, NFPA 13 designed system, POC 6" above ground, semi -recessed and UL listed heads. SOLAR HOT WATER SYSTEM: P333 Solar Hot Water System, N/A 22-ODU FLUMB1NU: 22-100 Rough plumbing,per plans andspecs Finish plumbing 23-300 IHVAC. HVAC per plans and specs. Condensate lines in line 22-100 HVAC permit 26-310 PHOTOVOLTAIC SYSTEM Solar Photovoltaic System. 2" condiut to roof for future use. 26-000 ELECTRICAL: 26-050 Transformer and main power panel Rough / Finish electrical 26-320 Generator / Emergency N/A 26-510 Light Fixtures and lighting controls package LOW VOLTAGE: 26-200 Phone / Data / Television. DAS / Emergency Responder Radio System, ALS System in community room. Two Way Communication/Area of Refuge. 8 call stations. Wi-Fi at common areas and outdoor courtyard. N/A 28-130 Access Security System / Entry Controls 1 Door King 1835 LCD System. 28-230 (1) Hikvision 32-camera system, (32) indoor/outdoor camera System. 28-310 Fire Alarm System SUBTOTAL: (Struc 33 ACCESSORIES STRUCTURES: TOTAL: (LINE 32 & 33) 31-000 EARTHWORK: 31-223 1 Rough -grading 500 Cu/Yd. max. 31-410 1 Shoring N/A Page 3 EXHIBIT 5 CSI # DESCRIPTION 31-250 Erosion control Traffic Control Contract Compliance 35-206 Miscellaneous site labor 35-207 Miscellaneous site equipment 35-208 Cleanup / Dumpsters / Final Clean Up 35-209 Security 10 months 35-441 Air Pollution / Dust Control 43-027 Surveyor / Stake SITE UTILITIES: 33-100 4" Domestic Water, 2" Irrigation water services, w/backflows 8" Fire water w/backflows and (2) new on -site fire hydrants. 33-300 Sanitary Sewer,(1) 8" SDR PVC sewer laterals from POC (tap to main) in street to P/L add sewer laterals from P/L to building w clean out in yard box. 33-400 Storm Drainage, catch basins, atrium drains, area drains and roof drains area drains connection with all piping to storm water system. Diversion structure, Rect. overflow piping and curb drains w/transition fitting, ADS Stormtech MC-4500 system detention 33-510 Gas lines up to meter, trenching for Gas Co. 33-700 Dry utility, Allowance. Gray Water System. N/A CONCRETE PAVING: 32-131 Concrete Paving: Off -Site City sidewalk. Off -Site City curb and gutter. On -Site, pedestrian walkway, rebar and compact base. 32-161 On -Site parking area landscape curbs. On -Site 3' wide concrete swale/gutter. ASPHALT PAVING: 32-121 AC Paving: Off -site asphalt paving, 8" full depth AC slot patch T wide.. On -site asphalt paving, 6" asphalt over 9" Class II compacted base at parking area. 32-172 On -site striping, standard ADA parking stalls w/stencil, standard parking stalls, install & post ADA signage, cross hatching. SITE IMPROVEMENTS: 32-3 10 Site fences and gates 6' H and play area fence 42" H. 32-320 New CMU Perimeter screen wall 6' high w/footing. LANDSCAPING: 32-900 Building planting, trees and shrubs Building Irrigation Building 90 Day Maintenance Period Turf at lawn area. City Council Page 4 39 — 378 5/17/2022 EXHIBIT 5 Exhibit C: Project Budget City Council 39 — 379 5/17/2022 EXHIBIT 5 Wsstvlew House Project Summary 04/28/22 Project Data Operating Economic Assumptions Project: Westvlew House Vacancy Rate Non-PSH Units 5.00 % Vacancy Rate PSH Units 5.00% Total Units 85 Income Inflator 2.00 % Expense Inflator 3.00% Land Area 2.12 RE Tax Inflator 2.00 % Units Per Acre 40.09 QCT/DDA YES Construction Loans Construction Period 30 4%or 9%Financing 4.00% Loan Amount 40,200,000 Federal Tax Credit Price 0.925 Loan Fees 0.60% Tax -Exempt Loan $23,990,343 1.95 % Taxable Loan $16,209,657 2.25% Blended Loan Rate 2.60 % Permanent Loans Fee Interest Amorti-ton Amount Permanent Loans 4.05% 480 13,642,615 Soft Debt Loans Interest 3.00% PROJECT UNIT MIX MONTHLY AMI BEDROOMS SF UNITS MGR PERCENT GROSS UTILITY NETTCAC PBV ANNUAL TCAC RENT ALLOWANCE RENT CONTRACT RENTS RENTAL INCOME 30% 1 489-523 23 0 27% 762 0 762 1,867 515,292.00 30% 2 756 3 1 4% 915 0 915 2,278 82,008.00 30% 3 933-1,101 21 0 25% 1.057 76 981 0 247,212.00 60% 3 933-1,101 13 0 15% 2,114 76 2,038 0 317,928.00 30% 4 1,178 16 0 19% 1,179 95 1,084 0 208,128.00 60% 4 1,178 8 0 10% 2,358 95 2,263 0 217,248.00 TOTAL 84 1 100% 1,587,816 CONSTRUCTION SOURCES TOTAL Construction Loan $39,251,491 Net Investor Equity $4,705,272 OCHFT $1,450,349 City of Santa Ana $3,904,341 CDP OZ LLC $350,000 DDF $103,967 TOTAL SOURCES PERMANENT SOURCES TOTAL Net Investor Equity (Federal) $18,821,088 Permanent Loan $13,642,615 CDP OZ LLC $350'000 OCHFT $1,450,349 City of Santa Ana $3,904,341 NPLH $7,312,537 County of Orange MHSA $4,258,280 Deferred Developer Fee $26,210 TOTAL SOURCES $49,765,420 AMI NO. UNITS 30.00 % 63 35.00% 0 40.00 % 0 45.00% 0 50.00 % 0 55.00% 0 60.00 % 21 Total Affordable 84 Manager Unit 1 TOTAL UNITS 85 Stabilized Cash Flow INCOME TOTAL PER UNIT Gross Potential Rental Income 1,587,816 18,680 Laundry Income 12,240 144 Gross Commercial Income 0 0 Vacancy and Collection (80,003) (941) EFFECTIVE GROSS INCOME 1,520,053 17,883 EXPENSES TOTAL PER UNIT Operating Expenses 643,485 7,570 Other( ) 0 0 Social Services 42,500 500 Reserves 0 0 TOTAL EXPENSES 685,985 8,070 NET OPERATING INCOME TOTAL DEBT SERVICE NET CASH FLOW 834,068 9,813 144,756 CONSTRUCTION USES OF FUNDS TOTAL Land / Acquisition Costs $6,675,000 Total Hard Costs $30.689.128 Hard Cost Contingency $1,535,000 Construction Interest $1.633,319 Loan Fees $377,626 Sofl Costs $5,739,022 Operating Reserves $343,824 Sell Costs Contingency $272,500 Developer Fee $2,500.000 TOTAL DEVELOPMENT COSTS $49,765,420 PERMANENT USES OF FUNDS TOTAL Land / Acquisition Costs $6,675,000 Total Hard Costs $30,689,128 Hard Cost Contingency $1,535,000 Construction Interest $1,633,319 Loan Fees $377,626 Soft Costs $5,739,022 Operating Reserves $343,824 Soft Costs Contingency $272,500 Developer Fee $2,500.000 TOTAL DEVELOPMENT COSTS $49,765,420 BASIS CALCULATIONS Threshold Basis 129,507,377 Eligible Basis 39,860,120 Reduction 0 Total Adjusted Eligible Basis 51,818,156 DDA/QCT Boost 130 % Total Qualified Basis 51,818,156 Credit Rate 4.00% Total Available Annual Credits 2,072,726 Total Requested Federal Credits 2,072,726 Credit Price 0 Net Investor Equity 18,821,088 Total Requested State Credits 0 Credit Price $0.00 Net Investor Equity 0 TOTAL NET INVESTOR EQUITY $18,821,088.00' City Council 39 - 380 5/17/2022 EXHIBIT 5 Westview House Sources & Uses City of Santa Ana Pre-Dev Proforma 04/28/22 NEW OR ELIGIBLE ELIGIBLE NOTTOTAL USES OF •S Land at $3,148,585 Per Acre or $72.28 Per SF TOTAL 6,675,000 ACQUISITION•HISTORIC 0 0 0 STATE 0 ELIGIBLE 6,675,000 PER UNIT 78,529 Associated Acq. Costs 726,288 0 0 0 0 726,288 8,545 Prevailing Wage 0 0 0 0 0 0 0 Hard Cost Residential 30,689,128 361,049 22,879,658 0 22,879,658 0 22,879,658 0 269,172 Site Improvements 3,558,174 0 3,558,174 0 3,558,174to 0 41,861 General Conditions, Overhead, GC Fee 14.00% 3,701,296 0 3,701,296 0 3:701:2960 43,545 GC Bond / Insurance / Letter of Credit 2.40% 550,000 0 550,000 0 550,0000 6,471 Hard Cost Contingency 5.00% 1,535,000 0 1,535,000 0 1,535,000 18,059 Construction Interest (2.6%) at Perm. Rate + -1� 2.60% 1,633,319 0 955,844 0 955,844 677,475 19,216 Bridge Interest at 10.00% 0 0 0 0 0 0 0 Construction Loan Fees 241,200 0 12,060 0 12,060 2,838 Conversion Fee 136,426 0 0 0 0 136,426 1,605 Bridge Loan Fees 0 0 0 0 0 0 0 4% Related Costs / Cost of Issuance 40,000 0 2,000 0 2,000 000 13i,500 471 Accounting & Audit 37,500 0 0 0 0 441 Appraisal / Market Study 11,350 0 11,350 0 11,350 0 134 Architecture (Architect, Landscape Architect) 1,052,500 0 1,052,500 0 1,052,500 0 12,382 Civil Engineering 113,300 0 113,300 0 113,300 0 1,333 Construction Site Inspector 138,500 0 138,500 0 138,500 0 1,629 Consultants (Geo, LEED, Dry Utilities, Security, Bank Insp.) 154,380 0 130,440 0 130,440 23,940 1,816 Environmental (EIR, Phase I, Asbestos, exc.) 5,100 0 5,100 0 5,100 0 60 F.A. / Syndication Consultant / Syndication Fee 0 0 0 0 0 0 0 Furnishings 226,000 0 226,000 0 226,000 0 2,659 Special Inspections (Concrete, SWPPs) 75,000 0 75,000 0 75,000 0 882 Lease -up & Marketing Expenses 60,000 0 0 0 0 60,000 706 Legal 275,000 0 13,750 0 13,750 261,250 3,235 Utility Undergrounding 100,000 0 100,000 0 100,000 0 1,176 Operating & Debt Service Reserve (3-mo's / det 343,824 0 0 0 0 343,824 4,045 Other (Lease Up Reserve) 229,216 0 0 0 0 229,216 2,697 Other (Admin, Repo, Shipping, Reimburseables) 22,000 0 0 0 0 22,000 259 Impact Fees 1,445,871 0 1,445,871 0 1,445,871 0 17,010 Insurance 80,000 0 54,026 0 54,026 25,974 941 Permit Fees 325,000 0 325,000 0 325,000 0 3,824 Property Taxes 110,138 0 0 0 0 110,138 1,296 Solar (Structure & Panels) 0 0 0 0 0 0 0 City Controlled Contingency 400,000 0 200,000 0 200,000 200,000 4,706 Soft Cost Contingency 4.98% 272,500 0 272,500 0 272,500 0 3,206 Tax Credit/Bond Fees (App., Mon., & Res.) 56,879 0 0 0 0 56,879 669 Title & Recording 55,000 0 2,750 0 2,750 52,250 647 Developer Overhead 0 0 0 0 0 0 0 Developer Fee TOTAL• 2,500,000 0 i 2,500,000 39,860,120 0 0 0 9,905,300 29,412 585,476 City Council 39 - 381 5/17/2022 EXHIBIT 5 Westview House Operating Budget - Detailed 4,000 47 8,000 94 8,000 94 26,400 311 Phone / Office Supplies / License / Misc 19,000 224 MANAGEMENTFEE TOTAL MANAGEMENT FEE 61,872 728 UTILITIES Fuel 0 0 Gas 12,000 141 Electricity 28,000 329 Water / Sewer 31,000 365 Other Cable / Misc TOTAL000 0 0 835 PAYROLL/PAYROLLTAXES On -site Manager 52,000 612 Maintenance Personnel 80,200 944 Other Payroll Taxes / Insurance / Workers Comp. 46,714 550 Total Payroll / Payroll Taxes 178,914 2,105 Total Insurance 0 0 • -• • REPAIRS & MAINTENANCE Painting 6,000 71 Repairs 20,000 235 Trash Removal 20,000 235 Exterminating 5,000 59 Grounds 12,000 141 Elevator 5,000 59 Other Heating & Cooling R&M 10,000 118 TOTALiii 918 OTHER EXPENSES Insurance - Property 45,000 529 Real Estate Taxes 22,500 265 Community Facilities District (CFD) 0 0 Contract Services 0 0 Manager Rent 0 0 Agency Debt Service 0 0 Operating Reserve 0 0 NPLH, MHSA, & OCHFT Monitoring Fees 38,229 450 Social Services OTHER 82,570 971 TOTALEXPENSES Total Annual Residential Operating Expenses 643,485 7,570 Total Number of Units in the Project 85 Total Annual Operating Expenses Per Unit 7,570 Total 3-Month Operating Reserve 343,824 Total Annual Internet Expense (Site Amenity Election) 0 0 Total Annual Services Amenities Budget (From Project Expenses) 0 0 Total Annual Reserve for Replacement 42,500 500 Total Annual Real Estate Taxes i`0 0 TOTAL• City Council 39 — 382 5/17/2022 Westview House Flow of Food. EXHIBIT 5 PAYMENT SOURCES OF Net Investor Equity FUNDS BUDGET 18,821,088 1,882109 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2,823,163 0 0 0 0 0 0 13,598,236 Permanent Loan 27.4% 13,642,615 0 D 0 0 0 0 O 0 0 0 0 0 0 O 0 0 D 0 D 0 0 D 0 0 0 0 0 0 0 13,642,615 Overhand Trench. o.o% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 A-rel Mortgage 0.0% 0 0 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 CDP OZ LLC 0.7% 350,000 350,000 0 0 0 0 0 O 0 0 0 D 0 D O 0 0 D 0 D 0 0 D 0 D 0 0 0 0 D 0 OCHFT 2.9% 1:410,349 0 0 1,450,349 D 0 0 0 0 0 0 D 0 0 0 0 0 D 0 D 0 0 0 0 0 0 0 0 0 0 0 City of Santa Ana 7.8% 3,904,3H 3,513,907 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 390,434 0 0 0 0 0 0 0 0 0 NPLH 14.7% 7,312,537 0 0 0 0 O 0 O 0 0 0 0 0 0 O D 0 0 0 0 0 0 0 0 D 0 0 0 0 D 7,312,537 County 0 Orange MHSA 8.6% 4,258,280 0 0 0 0 0 0 0 0 O 0 0 0 D 0 0 0 0 0 0 0 0 D 0 0 0 0 0 0 D 4,258,280 Defend Developer Fee 0.1% 26,210 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 26,210 General Penn. Equity 0.0% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Gas Ca- Solar Thermal Subsidy 0.0% 0 0 D 0 D 0 0 O 0 O 0 D 0 D O D 0 D 0 D 0 0 0 0 D 0 0 0 0 D 0 SOMAH rebate 0.0% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Inteast on surplus Funds o.0% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N01 Durin Contraction 0.0% 0 0 0 0 0 O 0 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 4.55% 4.55% 4.55% 4.55% 4.55% 4.55% 4.55% 4,55% 2.00% 4.55% 4.55% 4.55% 4.55% 4.55% 4.51 4.55% 4.55% 4.55% 4.55% 4.55% 4.55% 4.55% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Land at $3,1d8,585 Per Acre or$72.28 Per SF 6,675,000 $6,675,000.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Assatiatetl Acq. Costs 72fi,288 $726,288.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 D 0 Prevailing Wage 0 $0.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Herd Cost Residential Tonal:$30,689,128;$361,049 Par Unit 22,879,658 $0,00 1,089,508 1,089,508 1,089,508 1,089,508 1,089,508 1,089,508 1,089,508 1,089,5080 1,089,508 1,089,508 1,089,508 1,089,508 1,089,5081 1,089,5081 1,089,508 1,089,508 1,089,508 1,089,508 1,089,508 1,089,508 1,089,508 0 0 0 0 0 0 0 0 Site Improvements 3,558,174 Sa.00 1,i8fi,058 1,186,058 1,186,058 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 D 0 0 0 0 D 0 General Conditions, Overhead, GC Fee 1400% 3,7081M $O OO 018,57: 318,5]9 318,579 152,531 752,531 152,531 152,531 152,531 152,531 152,5310 152,531 112,531 152,531 152,537 152,531 152,531 152,21 152,531 152,531 152,531 111,465 0 D 0 0 0 0 D 0 GC Bondllnsuance lLetter of Credit 550,000 $550,000.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Had Cost Contingency onstruction lMerest(2.6%) at Perm. Rate r.145 5.00% 2.6D% 1,535,OOo 1,633,819 $0.00 $0.00 0 13,822 0 19,663 0 22,407 0 28,142 0 7 0 33,845 0 36,742 0 39,612 0 2,522 219,286 45,405 219,286 48,802 2IS286 52,282 20):206 219,288 219286 55,661 59,04 442 219,28E 65,843 0 69,749 0 72.7910 0 76Z 0 ,8fi5 0 82,161 0 85 0 85,045 0 85, 0 0 0 0 0 ,0451 85,0405I 85,095 I 85,045 Bridge Interest at 10.00% 0 $0,00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Construction Loan Facs 241,200 $241,200.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Conversion Fee 136,426 10.00 0 0 D 0 0 O 0 0 0 0 0 D 0 D 0 0 0 D 0 0 D 0 D 0 0 0 0 0 136,426 Bridge Loan Fees 0 $000 D 0 0 0 0 0 0 0 0 0 0 D 0 0 0 0 0 D 0 0 0 0 0 0 0 0 0 0 0 4% Related Costs l Cost of lssuanw a000 140,000.01 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Accounting B Audit 37,500 S3o.000.00 0 0 0 0 0 O 0 0 0 D 0 0 D 0 0 0 0 0 0 0 D 0 D 0 0 0 0 0 7,500 Appraisal l Market Study AN, to ure(Am 0, landscape Architect) 11,350 1,052,500 $11,I'd .0' $720,100.00 0 76,620 0 76,620 D 78,820 0 16,620 0 16,620 O 16,620 0 16,620 0 16,62a 0 16,620 0 16,620 0 16,620 0 16,620 0 0 0 16,620 1 16,6201 16,620 0 16,620 0 16,620 0 16,620 0 16,620 0 16,620 0 0 0 0 0 0 0 0 0 0 0 D 0 0 0 0 0 0 Civil Enginsenng 113,300 $9o,S000o 10,Oo0 f0,000 2,500 0 0 O 0 O 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Construction Site Inspector 138,500 $12,500.00 1,000 6,000 6.000 6:1 6,000 fi,000 6,000 fi3Oo0 6,000 6,000 6,000 6,OOD 6,000 6,000 6,000 6,OOD 6,000 6,00D 6,D00 6,OOo 6,000 0 0 0 0 0 0 D 0 Consultanls(Geo, LEED,Dry lAilitias, Security, Bank lnsp.) 154,380 $60,000.00 4,779 4,719 4,779 4,719 4,779 4,719 4,779 4,719 4,779 4,779 4,719 4,778 4,719 4,779 4,719 4,779 4,719 4,778 4,719 4,719 0 0 0 0 0 0 0 0 0 E-Norerital(EIR, Phase 1, Asbestos, exo) 5,100 $5,100.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 FA. I Syndication Consutiant I Syndication Fee o So OD D 0 0 0 0 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 D 0 Fumishings 226,000 $0.00 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 2Q000 100,000 100,000 0 D 0 0 0 0 0 0 D 0 Special Inspections (Concrete, SWPPs) 75,000 $0.00 0 75,000 0 15,000 0 15,000 0 15,Oo0 0 15,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Lease -up 8 MaMeting Expenses fi0,00o 50.00 0 0 0 0 0 0 0 0 0 0 0 0 O 0 0 0 20,000 20,000 20,000 0 0 0 0 0 0 0 0 0 0 Legal 275,000 $205,000 O 0 0 D 0 0 O 0 0 0 D 0 D O 0 0 D 0 0 0 0 D 0 D 0 0 0 0 0 70,000 Utility Undergrounding 100,000 $0.00 50,000 50,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Operating B Debt Service Reserve (3-mo's l debt) W 824 $0.00 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 343,824 Other (Lsase Up Reserve) Other(Admin, Repo, Shipping, Reimburaeables) 229,216 22,000 $0.00 $10,00000 D 600 0 600 0 600 0 600 0 600 O 600 0 600 0 600 0 600 D SOD 0 600 0 600 0 0 0 6001 6001 600 229,216 6U0 0 600 0 600 0 600 0 fi00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Impact Fees 1,445:871 81,445,871.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 amance 80,OOo S8o000.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0 0 0 D 0 0 0 0 D 0 Permit Fees 325,000 $325p0000 0 0 0 0 0 0 0 a 0 0 0 0 0 0 0 0 0 0 0 o D 0 0 0 0 0 0 0 0 Property Taxes 110,138 $60138.01 0 0 0 0 0 0 0 0 0 0 50,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Solar(SercWaB Panels) 0 $000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 City Controlletl C.ntingency /OO,OOo $000 D a D D o O o O o D 0 0 O U D D o 10WOOD z00,oD0 100,OOo DDooDDo Soft Cost Contingency 272:600 $0.00 0 0 70,167 18,767 70,167 18,767 70,167 78,767 78,187 70,167 18,767 70,167 iILI 78,767 78,187 10,167 18,767 0 L 0 0 0 0 0 TexCadiVBond Fear (App., Mon., 8 Res.) 58879 $58,879.00 0 0 0 0 0 O 0 O 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 00 0Tire Remding 55,OOo $3000O DO D 0 D 0 0 O 0 D D D 0 D O 0 0 0 0 D 0 0 D 0 0 0 0 0 25,000 Dveloper Warhead00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 000 D0000Devel0 erFee 2,500,000 8750000.00 0 000000000000 0 0 0 0 0 0 0 0 708210 Opening Balance 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2.2(.1118 2,153,073 2,068,029 1,982,984 1,897,939 1,812,894 1,727,849 Advances D2,125,226) (2,695,905) (2,]16,]4fi) (2,646,990) D,313,119) (1,319,131) (1,33fi,989) (1,324,886) (1,342,757) (1,33o,fi66) (1,567,835) (1,fi06,232) (1,559,712) (1,563,091) (1,566,478) O,Sfi9,8]2) (1,802,489) (1,403,893) (1,580,935) (1,684,3fi0) (1,449,843) (1,331,133) (585,045) (85,045) (85,045) (85,045) (85,045) (85,045) (85,045) (1,288,960) Other Inflow 5,746,016 0 1,450,349 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 390,434 0 2,823,1. 0 0 0 0 0 0 38,037,878 Construction Loan Advances 6,379,210 2,695,905 1,266,397 2,646,990 7,313,719 1,379,131 7,336,989 1,324,886 7,342,757 1,330,668 7,567,835 1,608,232 1,559,772 7,563,091 1,588,478 7,569,872 1,802,489 7,403,893 1,580,935 7,684,360 7,059,409 7,331,733 0 0 0 0 0 0 0 0 Bnde Loan Advances 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 CONSTRUCTION LOAN BALANCE 4D,200,000 Jun-22 Jul-22 Aug 22 Sep22 OctC22 Nov-22 Dec22 Jan23 Feb-23 Mar-23 Apr-23 May23 Jun-23 Jul-23 Aug 23 Sep-23 00-23 Nov 23 Dec 23 Jan24 Feb-24 Me, 24 Apr-24 May-24 Jun24 Ju1-24 Aug-24 Sep-24 Oct24 Nov2d •... r r r r r 0 r r 39251,491 END LOAN BALANCE 39,2VA" 6,379,210 9,075,116 10,341, 51312,988,50314301,623 15,620,75416,957,743 18,282,629 19,625,386 20,956,052 22, 523.986 24,130,118 25, 689,830 27,252,921 28, 819,399 30,389,271 32, 191,760 33,595,654 35, 176.588 36,860,949 37,920,357 39,251,491 39,251,491 39,251.4" 39,251,491 39,251,4A 39,251,491 39,251,491 39,251.491 0 City Council 39 - 383 5/17/2022 EXHIBIT 5 Westview House Cash Flow Statement - Detailed INFLATOR: 2 % / 3 Services 971 82,570 0 75,689 84,841 87,386 90,007 92,7038 95,489 98,354 101,304 104,343 107:474 110,698 114,019 117,439 120,963 124,591 MHSA, & OCHFT Monitoring Fees 450 38,229 0 35,043 39,280 40,459 41,672 42,923 44,210 45,537 46,903 48,310 49,759 51,252 52,789 54,373 56,004 57,684 USES 5,421 460,814 0 422,413 473,486 487,691 502,322 517,391 532,913 548,900 565,368 582,329 599,798 617,792 636,326 655,416 675,078 695,331 :ement Reserve 500 42.500 0 38,958 42,500 43,775 45,088 46,441 47,834 49,269 50,747 52,270 53,838 55,453 57,116 58,830 60,595 62,413 AL EXPENSES 8,070 685,985 i 628,820 703,681 724,791 746,535 768,931 791 , 999 815,759 840,232 865,439 8911,402 918,144 945,688 974,059 11,003,2811i MARD DEBT RATIOS Debt Service Coverage Ratio (Hard) I N/Al 1.00 1 1.22 1 1.23 1 1.251 1.26 1 1.27 1 1.28 1 1.32 1 1.33 1 1.35 1 1.36 1 1.37 1 1.38 1 1.39 1 1.40 &nbsp; City Council &nbsp;39 &ndash;&nbsp;384 5/ 17/2022 &nbsp; EXHIBIT 5 Exhibit D: City/Rental Rehabilitation Program Loan Deed of Trust City Council 39 — 385 5/17/2022 EXHIBIT 5 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 When Recorded Mail to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council CITY RENTAL REHABILITATION PROGRAM DEED OF TRUST AND ASSIGNMENT OF RENTS (2530 & 2534 Westminster Avenue, Santa Ana, California) THIS DEED OF TRUST AND ASSIGNMENT OF RENTS ("Deed of Trust") is made as of this 26th day of May, 2022, by Westview House LP, a California limited partnership, ("Trustor"), to Fidelity National Title, as trustee ("Trustee"), for the benefit of the City of Santa Ana, a charter city and municipal corporation, as beneficiary ("Beneficiary"). FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein recited and the trust herein created, the receipt of which is hereby acknowledged, Trustor hereby irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION, for the benefit and security of Beneficiary, under and subject to the terms and conditions hereinafter set forth, Trustor's fee interest in the property located in the City of Santa Ana, State of California, that is described in Exhibit A, attached hereto and incorporated herein by this reference (the "Property"), on which Trustor intended to construct and operate an apartment complex commonly known as Westview House. TOGETHER WITH all interest, estates or other claims, both in law and in equity which Trustor now has or may hereafter acquire in the Property and the rents; TOGETHER WITH all easements, rights -of -way and rights used in connection therewith or as a means of access thereto, including without limiting the generality of the foregoing, all tenements, hereditament and appurtenances thereof and thereto; TOGETHER WITH any and all buildings, improvements and landscaping of every kind and description now or hereafter erected thereon, and all property of the Trustor now or hereafter affixed to or placed upon the Property (sometimes collectively referred to as the "Improvements"); 1 Rkyohbunoll 39 — 386 5/17/2022 City Program Deed of Trust EXHIBIT 5 TOGETHER WITH all building materials and equipment now or hereafter delivered to said Property and intended to be installed therein; TOGETHER WITH all right, title and interest of Trustor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street, open or proposed, adjoining the Property, and any and all sidewalks, alleys, strips and gores of land adjacent to or used in connection with the Property and/or Improvements; TOGETHER WITH all estate, interest, right, title, other claim or demand, of every nature, in and to such property, including the Property, both in law and in equity, including, but not limited to, all oil, gas and mineral rights (including royalty and leasehold rights relating thereto), all water and water rights and shares of stock relating thereto, all leases of all or any portion of the Property or Improvements entered into by Trustor as lessor or lessee, all options to purchase or lease all or any portion of the Property and/or Improvements, all deposits made with or other security given by Trustor to third parties including, utility companies, the proceeds from any or all of such property, including the Property, claims or demands with respect to the proceeds of insurance in effect with respect thereto, which Trustor now has or may hereafter acquire, any and all awards made for the taking by eminent domain or by and proceeding or purchase in lieu thereof of the whole or any part of such property; and TOGETHER WITH all articles of personal property or fixtures now or hereafter attached to, located on, installed in or used in and about the Property and/or Improvements, including without limitation, all partitions, generators, screens, boilers, furnaces, pipes, plumbing, elevators, cleaning and sprinkler systems, fire extinguishing machinery and equipment, water tanks, heating, ventilating, air conditioning and air cooling machinery and, equipment, gas and electric machinery and equipment and other appliances, machinery and equipment and other fixtures of every nature, all of which shall remain real property, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to the Property in any manner. TOGETHER WITH all present and future accounts, general intangibles, chattel paper, deposit accounts, investment property, instruments and documents as those terms are defined in the California Commercial Code, now or hereafter relating or arising with respect to the Property and/or Improvements and/or the use thereof or any improvements thereto, including without limitation: (i) all rights to the payment of money, including escrow proceeds arising out of the sale or other disposition of all or any portion of the Property and/or Improvements; (ii) all deposit accounts and other accounts and funds created under or pursuant to the Loan Agreement (as defined below), and the other Loan Documents, all amounts now or hereafter on deposit herein, and all interest and other earnings thereon with the exception of the operating reserve created pursuant to Borrower's Partnership Agreement (as defined in the Loan Agreement); (iii) all use permits, occupancy permits, construction and building permits, and all other permits and approvals required by any governmental or quasi -governmental authority in connection with the development, construction, use, occupancy or operation of the Property and/or Improvements; (iv) any and all agreements relating to the occupancy and/or operation of the Property and/or Improvements, including without limitation service, property management, landscaping, gardening, consulting and other contracts of every nature (to the extent the same are assignable); (v) all lease or rental agreements; (vi) all names under which the Property and/or Improvements 2 west,Cky-Gouncil 39 — 387 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 are now or hereafter known and all rights to carry on business under any such names or any variant thereof, (vii) all trademarks relating to the Property and/or Improvements and/or the use, occupancy or operation thereof; (viii) all goodwill relating to the Property and/or Improvements and/or the use, occupancy or operation thereof, (ix) all insurance proceeds and condemnation awards arising out of or incidental to the ownership, use, occupancy or operation of the Property and/or Improvements; (x) all reserves, deferred payments, deposits, refunds, cost savings, bonds, insurance policies and payments of any kind relating to the Property and/or Improvements; (xi) all water stock, if any, relating to any Property and/or Improvements; (xii) all supplements, modifications and amendments to the foregoing and all present and future accessions, additions, attachments, replacements and substitutions of or to any or all of the foregoing; and (xiii) all cash and noncash proceeds and products of any or all of the foregoing, including without limitation all monies, deposit accounts, insurance proceeds and other tangible or intangible property received upon a sale or other disposition of any of the foregoing, whether voluntary or involuntary; and TOGETHER WITH all present and future goods, equipment and inventory, as those terms are defined in the California Commercial Code, and all other present and future personal property of any kind or nature whatsoever, now or hereafter located at, upon or about the Property and/or Improvements, or used or to be used in connection with or relating or arising with respect to the Property and/or Improvements, the use thereof or any improvements thereto. All of the foregoing, together with the Property, is herein referred to as the "Security". To have and to hold the Security together with acquittances to the Trustee, its successors and assigns forever. FOR THE PURPOSE OF SECURING: (a) Payment of and performance of all indebtedness of Trustor to Beneficiary as set forth in the Loan Agreement (defined in Section 1.5 below) and the Note (defined in Section 1.6 below) in the original principal amount of $386,523 until paid or canceled. Said principal and other payments shall be due and payable as provided in the Loan Agreement and the Note. The Loan Agreement and the Note and all their terms are incorporated herein by reference, and this conveyance shall secure any and all extensions thereof, however evidenced; (b) Payment and performance of any sums advanced by Beneficiary to protect the Security pursuant to the terms and provisions of this Deed of Trust with interest thereon as provided herein; (c) Payment and performance of every other obligation, covenant or agreement of Trustor contained in this Deed of Trust and in the other "Loan Documents" (as such term is defined in the Loan Agreement); (d) Payment and performance of all renewals, extensions, supplements, amendments and other modifications of any of the foregoing, including without limitation modifications that are evidenced by new or additional documents or that change the rate of interest on any obligation. All of the foregoing obligations are referred to collectively herein as the "Obligations". _3 c �kyo6oun oil 39 — 388 5/17/2022tyProgram Deed of Trust EXHIBIT 5 AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES: Section 1. DEFINITIONS 1.1 Defined Terms. In addition to the terms defined elsewhere in this Deed of Trust, the following terms shall have the following meanings in this Deed of Trust: "Debt Instrument" means any debt, loan, mortgage, deed of trust, regulatory agreement or security instrument relating to the Property or the Security, including, but not limited to, the Loan Documents. "Hazardous Substance" means: (a) any oil, flammable substance, explosive, radioactive material, hazardous waste or substance, toxic waste or substance or any other waste, material, or pollutant that (i) poses a hazard to the Property or to persons on the Property or (ii) causes the Property to be in violation of any Hazardous Substance Law; (b) asbestos in any form; (c) urea formaldehyde foam insulation; (d) transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls; (e) radon gas; (f) any chemical, material, or substance defined as or included in the definition of "hazardous substance," "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," or "toxic substances" or words of similar import under any applicable local, state, or federal law or under the regulations adopted or publications promulgated pursuant to those laws, including, but not limited to, any Hazardous Substance Law, Code of Civil Procedure § 564, as amended from time to time, Code of Civil Procedure § 726.5, as amended from time to time, Code of Civil Procedure §736, as amended from time to time, and Civil Code § 2929.5, as amended from time to time; (g) any other chemical, material, or substance, exposure to which is prohibited, limited, or regulated by any governmental authority with authority over the Property or which may pose a hazard to the health and safety of the occupants of the Property or the owners or occupants of property adjacent to or surrounding the Property, or any other person coming on the Property or any adjacent property; and (h) any other chemical, material, or substance that may pose a hazard to the environment. 4 c �kyoGoun oil 39 — 389 5/17/2022tyProgram Deed of Trust EXHIBIT 5 "Hazardous Substance Claim" means any enforcement, cleanup, removal, remedial, or other governmental, regulatory, or private actions, agreements, or orders threatened, instituted, or completed pursuant to any Hazardous Substance Law together with all claims made or threatened by any third party against Trustor or the Property relating to damage, contribution, cost -recovery compensation, loss, or injury resulting from the presence, release or discharge of any Hazardous Substance. "Hazardous Substance Law" means any federal, state, or local law, ordinance, regulation, or policy relating to the environment, health, and safety, any Hazardous Substance (including, without limitation, the use, handling, transportation, production, disposal, discharge, or storage of the substance), industrial hygiene, soil, groundwater, and indoor and ambient air conditions or the environmental conditions on the Property, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 [42 USCS §§ 9601 et seq.], as amended from time to time; the Hazardous Substances Transportation Act [49 USCS §§ 1801 et seq.], as amended from time to time; the Resource Conservation and Recovery Act [42 USCS §§ 6901 et seq.], as amended from time to time; the Federal Water Pollution Control Act [33 USCS §§ 1251 et seq.], as amended from time to time; the Hazardous Substance Account Act [Health and Safety Code §§ 25300 et seq.], as amended from time to time; the Hazardous Waste Control Law [Health and Safety Code §§ 25100 et seq.], as amended from time to time; the Medical Waste Management Act [Health and Safety Code §§ 25015 et seq.], as amended from time to time; and the Porter -Cologne Water Quality Control Act [Water Code §§ 13000 et seq.], as amended from time to time. "Loan Agreement" means that certain Loan Agreement, which terms and provision are incorporated into this Deed of Trust by reference, of even date herewith between Trustor and Beneficiary. "Note" means that certain promissory note of even date herewith executed by the Trustor, the payment of which is secured by this deed of Trust. "Principal" means the aggregate of all principal and interest due under the Note. "Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment, including continuing migration, of Hazardous Substances that goes into the soil, surface water, or groundwater of the Property, whether or not caused by, contributed to, permitted by, acquiesced to, or known to Trustor. Section 2. GENERAL COVENANTS OF TRUSTOR REGARDING THE PROPERTY, IMPROVEMENTS AND SECURITY 2.1. Payment of Secured Obligations. Trustor shall duly and punctually pay and perform all Obligations, including but not limited to all terms, covenants, conditions and agreements set forth in the Debt Instruments, the Loan Agreement, the Note and any other agreement of any nature whatsoever now or hereafter involving or affecting the Security or any part thereof. �, 5 wesCity , kyo h bun oll Program Deed of Trust 39 — 390 5/17/2022 EXHIBIT 5 2.2. Maintenance, Repair and Modification. (a) The Trustor agrees that at all times prior to full payment of the sum owed under the Note, the Trustor will, at the Trustor's own expense, maintain, preserve and keep the Security or cause the Security to be maintained and preserved in good condition and repair and in a prudent and businesslike manner. The Trustor will from time to time make or cause to be made all repairs, replacements and renewals to the Security, which are necessary or appropriate. The Beneficiary shall have no responsibility in any of these matters or for the making of improvements or additions to the Security. (b) Trustor shall not remove, demolish or substantially alter any of the Improvements, other than to make repairs in the ordinary course of business of a non-structural nature which serve to preserve or increase the value of the Security without Beneficiary's prior written consent, which consent shall not be unreasonably withheld so long as Trustor provides reasonable evidence to Beneficiary that, following such demolition and restoration and/or alteration, the Improvements shall have a fair market value at least equal to their fair market value prior to such demolition and restoration and/or alteration; Trustor shall complete promptly and in a good and workmanlike manner any Improvement which may now or hereafter be constructed and promptly restore in like manner any Improvement which may be damaged or destroyed thereon from any cause whatsoever, and pay when due all claims for labor performed and materials furnished therefor; Trustor shall comply with all laws, ordinances, rules, regulations, covenants, conditions, restrictions and orders of any governmental authority now or hereafter affecting the conduct or operation of Trustor's business or the security or any part thereof or requiring any alteration or improvement to be made thereon; Trustor shall not commit, suffer or permit any act to be done in, upon or to the Security or any part thereof in violation of any such laws, ordinances, rules, regulations or orders, or any covenant, condition or restriction now or hereafter affecting the Security; Trustor shall not commit or permit any waste or deterioration of the Security, and shall keep and maintain abutting grounds, sidewalks, roads, parking and landscape areas in good and neat order and repair; Trustor will not take (or fail to take) any action, which if taken (or not so taken) would increase in any way the risk of fire or other hazard occurring to or affecting the Security or otherwise would impair the security of Beneficiary in the Security; Trustor shall comply with the provisions of all leases, if any, constituting a portion of the Security; Trustor shall not abandon the Security or any portion thereof or leave the Security unprotected, unguarded, vacant or deserted; Trustor shall not initiate, join in or consent to any change in any zoning ordinance, general plan, specific plan, private restrictive covenant or other public or private restriction limiting the uses which may be made of the Security by Trustor or by the owner thereof; Trustor shall secure and maintain in full force all permits necessary for the use, occupancy and operation of the Security; except as otherwise prohibited or restricted by the Loan Agreement and the other instruments and documents executed in connection with the transaction to which the Loan Agreement pertains or any of them, Trustor shall do any and all other acts which may be reasonably necessary to protect or preserve the value of the Security and the rights of Trustee and Beneficiary with respect thereto. 2.3. Granting of Easements. 6 west,Ckyo6ouncil 39 — 391 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 Trustor may not grant easements, licenses, rights -of -way or other rights or privileges in the nature of easements with respect to any property or rights included in the Security except those required or desirable for installation and maintenance of public utilities including, without limitation, water, gas, electricity, sewer, telephone and telegraph, or those required by law. 2.4. Agreement to Pay Attorneys' Fees and Expenses. In the event of any Event of Default (as defined below) hereunder, and if the Beneficiary should employ attorneys or incur other expenses for the collection of amounts due or the enforcement of performance or observance of an obligation or agreement on the part of the Trustor in this Deed of Trust, the Trustor agrees that it will, on demand therefor, pay to the Beneficiary the reasonable fees of such attorneys and such other reasonable expenses so paid by the Beneficiary; and any such amounts paid by the Beneficiary shall be added to the indebtedness secured by the lien of this Deed of Trust, and shall bear interest from the date such expenses are paid at the Agreed Rate (as defined in Section 3.1(d) below). 2.5. Payment of the Principal. The Trustor shall pay to the Beneficiary the Principal and any other payments as set forth in the Note in the amounts and by the times set out therein. 2.6. Fixture Filing and Security Agreement. (a) To the maximum extent permitted by law, the personal property subject to this Deed of Trust shall be deemed to be fixtures and part of the real property and this Deed of Trust shall constitute a fixture filing under the California Commercial Code. As to any personal property not deemed or permitted to be fixtures, this Deed of Trust shall constitute a security agreement under the California Commercial Code and Trustor hereby grants to Beneficiary a security interest in all of Trustor's right, title and interest, whether now existing or hereafter arising, in and to any portion of the Property which constitutes personal property (the "Personal Property"). (b) Trustor hereby represents and warrants to Beneficiary that: (1) Trustor is the owner of the Personal Property and no other person has any right, title, claim or interest (by way of security interest or other lien or charge or otherwise) in, against or to the Personal Property other than any senior lender or lien holder approved in writing by Beneficiary; (2) the Personal Property is free from all liens, security interests, encumbrances and adverse interests, except Permitted Encumbrances (hereinafter defined); (3) no financing statement or similar filing covering any of the Personal Property, and naming any secured party other than Beneficiary and the holders of Permitted Encumbrances, is on file in any public office; (4) each account, general intangible, chattel paper, deposit account, instrument, document, agreement, contract or right to the payment of money constituting Personal Property (collectively, the "Rights to Payment"), if any, is genuine and enforceable in accordance with its terms against the parry obligated to pay the same and (5) the Personal Property is not used nor was the Personal Property purchased for personal or family use by Trustor. 7 west,Ckyo6ouncil 39 — 392 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 (c) Trustor hereby agrees: (1) to pay, prior to delinquency, all taxes, assessments, charges, encumbrances and liens now or hereafter imposed upon or affecting all or any part of the Personal Property; (2) not to amend, modify, supplement, terminate or cancel any of the Personal Property; (3) without the prior written consent of Beneficiary, not to remove all or any part of the tangible Personal Property from the Property; (4) to give Beneficiary thirty (30) days' prior written notice of any change in Trustor's residence, principal place of business, chief executive office or trade names or styles; (5) to appear in and defend any action or proceeding which may affect the Personal Property (including, without limitation, actions, proceedings and claims which may affect Trustor's title to the Personal Property or the validity or priority of Beneficiary's security interest in the Personal Property); (6) to indemnify Beneficiary against all claims, demands and liabilities of every kind caused by the Personal Property; and (7) upon not less than 72 hours' prior written notice and during regular business hours, to permit Beneficiary to enter Trustor's premises to inspect the Personal Property; provided, that Trustor shall have the right to require that a representative of Trustor be present during any such entry made while any construction and/or rehabilitation work is occurring. Trustor further agrees (8) to fully and timely perform all of its obligations under and with respect to all Rights of Payment and to diligently enforce all of the obligations of each obligor thereunder; (9) not to amend, modify, supplement, cancel or terminate any of the Rights to Payment in any material respect without the prior written consent of Beneficiary; (10) to keep the Rights to Payment and all proceeds free and clear of all defaults, defenses, rights of offset and counterclaim; (11) to take or bring, in Beneficiary's name or in the name of Trustor, as Beneficiary may require, all actions, suits or proceedings reasonably deemed necessary by Beneficiary to effect collection or to realize upon Rights to Payment; and (12) not to commingle Rights to Payment or collections thereunder with other property. (d) As soon as practicable, and in any event within ten (10) days, Trustor shall notify Beneficiary of. (1) any attachment or other legal process levied against any of the Personal Property; (2) any information received by Trustor which may in any manner materially and adversely affect the value of the Personal Property or the rights and remedies of Beneficiary with respect thereto; and (3) the removal of any of the Personal Property to a new location other than in the ordinary course of business and the removal of any records of Trustor relating to the Personal Property to any location other than the Land and Improvements. (e) Trustor hereby irrevocably constitutes and appoints Beneficiary as its attorney -in - fact to, after the occurrence and during the occurrence of an Event of Default: (1) perform any obligation of Trustor hereunder in Trustor's name or otherwise; (2) give notice of Beneficiary's rights in the Rights to Payment, to enforce the same, and make extension agreements with respect thereto; (3) release persons liable on the Rights to Payment and to give receipts and acquittances and compromise disputes in connection therewith; (4) release security for the Rights to Payment; (5) resort to security for the Rights to Payment in any order; (5) prepare, execute, file, record or deliver notes, assignments, schedules, designation statements, financing statements, continuation statements, termination statements, and other documents to perfect preserve or release Beneficiary's interest in the Rights to Payment; and (6) do all acts and things and execute all documents in the name of Trustor or otherwise, deemed by Beneficiary as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder. The power of attorney granted hereunder is coupled with an interest and is irrevocable. Q c �ky-Goun oil 39 — 393 5/17/2022tyProgram Deed of Trust EXHIBIT 5 2.7. Financing Statement. The Trustor shall execute and deliver to the Beneficiary such financing statements pursuant to the appropriate statutes, and any other documents or instruments as are required to convey to the Beneficiary a valid perfected security interest in the Security. The Trustor agrees to perform all acts that the Beneficiary may reasonably request so as to enable the Beneficiary to maintain such valid perfected security interest in the Security in order to secure the payment of the Note in accordance with its terms. The Beneficiary is authorized to file a copy of any such financing statement in any jurisdiction(s) as it shall deem appropriate from time to time in order to protect the security interest established pursuant to this instrument. 2.8. Operation of the Security. The Trustor agrees and covenants to operate the Security in full compliance with the Loan Agreement and the Debt Instruments. 2.9. Inspection of the Security. The Trustor covenants and agrees that at any and all reasonable times during regular business hours and upon not less than 72 hours' prior written notice, the Beneficiary and its duly authorized agents, attorney's experts, engineers, accountants and representatives, shall have the right, without payment of charges or fees, to inspect all or any portion of the Security, including, but not limited to, the right to inspect and copy all reports and records pertaining thereto provided, that Trustor shall have the right to require that a representative of Trustor be present during any entry onto the Property made while any construction and/or rehabilitation work is occurring. 2.10. Nondiscrimination. The Trustor herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, age, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Security, nor shall the Trustor itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Security. The foregoing covenants shall run with the land. 2.11. Subrogation and Waiver of Offset. (a) Trustor waives any and all right to claim or recover against Beneficiary, its officers, employees, agents and representatives, for loss of or damage to Trustor, the Security, Trustor's property or the property of others under Trustor's control from any cause insured against or required to be insured against by the provisions of this Deed of Trust; provided, however, that this waiver of subrogation shall not be effective with respect to any policy of insurance permitted or required by this Deed of Trust if (i) such policy prohibits, or if coverage thereunder would be reduced as a result of, such waiver of subrogation and (ii) Trustor is unable A west,Ckyo6ouncil 39 — 394 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 to obtain from a carrier issuing such insurance a policy that, by special endorsement or otherwise, permits such a waiver of subrogation. (b) Except as otherwise specifically provided herein, all amounts payable by Trustor pursuant to this Deed of Trust shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Trustor hereunder shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of. (i) any damage to or destruction of or any condemnation or similar taking of the Security or any part thereof, (ii) any restriction or prevention of or interference by any third party with any use of the Security or any part thereof, (iii) any title defect or encumbrance or any eviction from the Security or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Beneficiary, or any action taken with respect to this Deed of Trust by any trustee or receiver of Beneficiary, or by any court, in any such proceeding; (v) any claim which Trustor has or might have against Beneficiary; (vi) any default or failure on the part of Beneficiary to perform or comply with any of the terms hereof or of any other agreement with Trustor; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing. Except as expressly provided herein, Trustor waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any sum secured hereby and payable by Trustor. 2.12. Utilities. Trustor shall pay or cause to be paid when due all utility charges which are incurred for the benefit of the Security or which may become a charge or lien against the Security for gas, electricity, water, sewer services or other fees and charges for utilities furnished to the Security and all other assessments or charges of a similar nature, whether public or private, affecting or related to the Security or any portion thereof, whether or not such taxes, assessments or charges are or may become liens thereon. 2.13. Actions by Beneficiary to Preserve Property. If Trustor fails to make any payment or to do any act as and in the manner provided in this Deed of Trust, Beneficiary and Trustee, and each of them, each in its own discretion, without obligation to do so, without releasing Trustor from any Obligation, and subject only to the notice and cure provisions of the Loan Agreement, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof. In connection therewith (without limiting their general and other powers, whether conferred herein, in another Loan Document or by law), Beneficiary and Trustee shall each and are hereby given the right, but not the obligation: (i) to enter upon and take possession of the Security; (ii) to make additions, alterations, repairs and improvements to the Security which either of them consider necessary or proper to keep the Security in good condition and repair; (iii) to appear and participate in any action or proceeding which may affect the security hereof or the rights or powers of Beneficiary or Trustee; (iv) to pay, purchase, contest or compromise any encumbrance, claim, charge, lien or debt which in the judgment of either may affect the security of this Deed of Trust or be prior or superior hereto; and (v) in exercising such powers to pay necessary expenses, including In c �kVoGoun oil w 39 — 395 5/17/2022tyProgram Deed of Trust EXHIBIT 5 employment of counsel or other necessary or desirable consultants. Trustor shall reimburse Beneficiary on demand for all costs incurred by Beneficiary in connection with actions which Beneficiary reasonably deems advisable to protect its interest under the Loan Agreement and all such amounts shall bear interest at the Agreed Rate following demand and be secured hereby. 2.14. Transfer of Property by Trustor. Prior to repayment of the Note, Trustor agrees that Trustor shall not sell or transfer the Security or any interest therein or sell or transfer all or substantially all of the assets of Trustor or any of them except as may be provided in the Loan Agreement. 2.15. Additional Security. No other security now existing, or hereafter taken, to secure the Obligations secured hereby or the liability of any maker, surety guarantor or endorser with respect to such Obligations, or any of them, shall be impaired or affected by the execution of this Deed of Trust; and all additional security shall be taken, considered and held as cumulative. The taking of additional security, execution of partial releases of the Security, or any extension of the time of payment of the indebtedness shall not diminish the force, effect or lien of this Deed of Trust and shall not affect or impair the liability of any maker, surety, guarantor or endorser for the payment of said indebtedness. In the event Beneficiary at any time holds additional security for any of the Obligations secured hereby, it may enforce the sale thereof or otherwise realize upon the same, at its option, either before, concurrently, or after a sale is made hereunder. 2.16. Liens. Trustor shall not cause, incur suffer or permit to exist or become effective any lien, encumbrance or charge upon all or any part of the Property, the Improvements or any interest therein other than (a) easements, rights of way, covenants, conditions, restrictions, liens, and other title limitations approved in writing by Beneficiary prior to the execution of this Deed of Trust, (b) immaterial easements and rights of way which are required by governmental authorities as a condition to the use and operation of the Improvements which are approved in writing by Beneficiary after the execution of this Deed of Trust, and (c) easements, rights of way, covenants, conditions, restrictions, liens and other title limitations allowed pursuant to Section 2.3 hereof (the "Permitted Encumbrances"). Trustor shall pay and promptly discharge, at Trustor's cost and expense, all liens, encumbrances and charges upon the Security, or any part thereof or interest therein other than the Permitted Encumbrances; provided, that the existence of any mechanic's, laborer's, materialman's, supplier's or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Trustor shall have the right to contest in good faith the validity of any such lien, encumbrance or charge, provided Trustor shall first deposit with the Beneficiary a bond or other security reasonably satisfactory to Beneficiary in such amounts as Beneficiary shall reasonably require, but not more than one hundred fifty percent (150%) of the amount of the claim or shall post a bond authorized by statute in lieu thereof, and provided further that Trustor shall thereafter diligently proceed to cause such lien, encumbrance or charge to be removed and discharged. If Trustor shall fail to remove and discharge any such lien, encumbrance, or charge, then, in addition to any other right or remedy of Beneficiary, Beneficiary may, but shall not be ,Ckyo h bun oll Program Deed of Trust 39 — 396 5/17/2022 City EXHIBIT 5 obligated to, discharge the same, without inquiring into the validity of such lien, encumbrance or charge nor into the existence of any defense or offset thereto, either by paying the amount claimed to be due, or by procuring the discharge of such lien, encumbrance or charge by depositing in court a bond or the amount claimed, or otherwise giving security for such claim, in such manner as is or may be prescribed by law. Trustor shall, promptly upon demand therefor by Beneficiary, pay to Beneficiary an amount equal to all costs and expenses incurred by Beneficiary in connection with the exercise by Beneficiary of the foregoing right to discharge any such lien, encumbrance or charge, together with interest thereon from the date of such expenditure at the Agreed Rate and, until paid, such sums shall be secured hereby. 2.17. Beneficiary's Powers. Without affecting the liability of any other person liable for the payment of any Obligation herein mentioned, and without affecting the lien or charge of this Deed of Trust upon any portion of the Security not then or theretofore released as security for the full amount of all unpaid Obligations, Beneficiary may, from time to time and without notice: (a) release any person so liable, (b) extend the maturity or alter any of the terms of any such Obligation (to the extent that Beneficiary is so allowed under the Loan Agreement), (c) grant other indulgences, (d) release or reconvey, or cause to be released or reconveyed at any time at Beneficiary's option any parcel, portion or all of the Security, (e) take or release any other or additional security for any Obligation herein mentioned, or (f) make compositions or other arrangements with debtors in relation thereto. By accepting payment or performance of any Obligation secured by this Deed of Trust after the payment or performance thereof is due or after the filing of notice of default and election to sell (other than satisfaction in full of the Obligations), Beneficiary shall not have thereby waived its right to require prompt payment or performance, when due, of all other Obligations secured hereby, or to declare a default for failure so to pay or perform, or to proceed with the sale under any notice of default and election to sell theretofore given by Beneficiary, or with respect to any unpaid balance of the indebtedness secured hereby. The acceptance by Beneficiary of any sum in an amount less than the sum then due shall not constitute a waiver of the obligation of Trustor to pay the entire sum then due. Trustor's failure to pay the entire sum then due shall continue to be a default, notwithstanding the acceptance of partial payment, and, until the entire sum then due shall have been paid, Beneficiary or Trustee shall at all times be entitled to declare a default and to exercise all the remedies herein conferred, and the right to proceed with a sale under any notice of default and election to sell shall in no way be impaired, whether or not such amounts are received prior or subsequent to such notice. No delay or omission of Trustee or Beneficiary in the exercise of any other right or power hereunder shall impair such right or power or any other right or power nor shall the same be construed to be a waiver of any default or any acquiescence therein. 2.18. Suits to Protect Property. Trustor agrees to appear in and defend any action or proceeding purporting to affect the security of this Deed of Trust or any additional or other security for the obligations secured, the interest of Beneficiary of the rights, powers and duties of Trustee, and to pay all costs and expenses, including without limitation, cost of evidence of title and reasonable attorneys' fees, in any action or proceeding in which Beneficiary or Trustee may appear to be made a party, including, but not limited to, foreclosure or other proceeding commenced by those claiming a t,Ckyohbunoll 39 — 397 5/17/2022 City Program Deed of Trust EXHIBIT 5 right to any part of the Property under subordinate liens, in any action to partition or condemn all or part of the Property, whether pursued to final judgment, and in any exercise of the power of sale in this Deed of Trust, whether the sale is actually consummated. Section 3. TAXES AND INSURANCE; ADVANCES 3.1. Taxes, Other Governmental Charges and Utility Charges. (a) Trustor shall pay, prior to delinquency, all real property taxes and assessments, general and special, and all other charges of any kind, including without limitation non- governmental levies or assessments such as maintenance charges, levies or other charges resulting from covenants, conditions and restrictions affecting the Security, which are assessed or imposed upon the Security or upon Trustor as owner or operator of the Security, or become due and payable, and which create or may create a lien upon the Security, or any part thereof, or upon any personal property, equipment or other facility used in the operation or maintenance thereof (all the above collectively hereinafter referred to as "Impositions"); provided, however, that if, by law, any Imposition is payable, or may at the option of the taxpayer be paid, in installments, Trustor may pay the same in installments (together with any interest charged) as the same become due and before any fine, penalty or cost may be added thereto for the nonpayment of any such installment. Notwithstanding the foregoing, Trustor shall have the right to diligently contest, in good faith and by appropriate proceedings, the validity of any Imposition, so long as Trustor demonstrates to Beneficiary that Trustor is maintaining sufficient reserves for the payment of all contested liabilities and so long as the security and value of Beneficiary's interest under this Deed of Trust are not impaired as a result of such contest. (b) If at any time after the date hereof there shall be assessed or imposed (1) a tax or assessment on the Security in lieu of or in addition to the Impositions payable by Trustor pursuant to this Section 3.1 hereof, or (2) a license fee, tax or assessment imposed on Beneficiary and measured by or based in whole or in part upon the amount of the outstanding Obligations secured hereby, then all such taxes, assessments or fees shall be deemed to be included within the term "Impositions" as defined in this Section and Trustor shall pay and discharge the same as herein provided with respect to the payment of Impositions. If Trustor fails to pay such Impositions prior to delinquency or if Trustor is prohibited by law from paying such Impositions, Beneficiary may at its option declare all Obligations secured hereby, together with all accrued interest thereon, immediately due and payable. Anything to the contrary herein notwithstanding, Trustor shall have no obligation to pay any franchise, estate, inheritance, income, excess profits or similar tax levied on Beneficiary or on the Obligations secured hereby. (c) Trustor shall deliver to Beneficiary within thirty (30) days after the date upon which any such Imposition is due and payable by Trustor official receipts of the appropriate taxing authority, or other proof reasonably satisfactory to Beneficiary, evidencing the payment thereof. Trustor shall not suffer, permit or initiate the joint assessment of any real and personal property which may constitute all or a portion of the Security and the personal property or suffer, permit or initiate any other procedure whereby the lien of real property taxes and the lien of personal property taxes shall be assessed, levied or charged to the Security as a single Lien. Trustor shall cause to be furnished to Beneficiary a tax reporting service, covering the Property, of a type and duration, and with a company, reasonably satisfactory to Beneficiary. West,6kyh bun oll Program Deed of Trust 39 — 398 5/17/2022 City R EXHIBIT 5 (d) In the event that Trustor shall fail to pay any of the foregoing items required by this Section to be paid by Trustor, Beneficiary may (but shall be under no obligation to) pay the same, after the Beneficiary has notified the Trustor of such failure to pay and the Trustor fails to fully pay such items within fifteen (15) business days after receipt of such notice. Any amount so advanced therefor by Beneficiary, together with interest thereon from the date of such advance at the lesser of twelve percent (12%) per annum or the maximum rate permitted by law (hereinafter the "Agreed Rate"), shall become an additional Obligation of Trustor to the Beneficiary and shall be secured hereby, and Trustor agrees to pay all such amounts. 3.2. Insurance. (a) Trustor agrees to provide insurance conforming in all respects to that required under the Loan Agreement at all times until all amounts secured by this Deed of Trust have been paid and all other Obligations secured hereunder fulfilled, and this Deed of Trust reconveyed. All such insurance policies and coverages shall be maintained at Trustor's sole cost and expense. (b) All said insurance shall have attached thereto a lender's loss payable endorsement for the benefit of Beneficiary in form reasonably satisfactory to the Beneficiary and/or shall name Beneficiary as an additional insured, as Beneficiary may require, and shall contain an endorsement or agreement by the insurer that any loss shall be payable in accordance with the terms of such policies notwithstanding any act or negligence of Trustor or any party holding under Trustor which might otherwise result in forfeiture of said insurance and the further agreement of the insurer waiving all rights of setoff, counterclaim and deduction against Trustor. At Beneficiary's option, Trustor shall furnish Beneficiary with an original of all required policies of insurance and/or a certificate of insurance with all required endorsements for each required policy setting forth the coverage, the limits of liability, the deductible, if any, the name of the carrier, the policy number, and the period of coverage, which certificates and endorsements shall be executed by authorized officials of the companies issuing such insurance, or any agents or attorneys -in -fact authorized to issue said certificates and endorsements (in which event each such certificate and endorsements shall be accompanied by a notarized affidavit, agency agreement or power of attorney evidencing the authority of the signatory to issue such certificate on behalf of the insurer named therein), accompanied by a certificate from Trustor that the insurance satisfies the requirements of the Loan Agreement, and that Beneficiary may conclusively rely on such certificates. If Beneficiary consents (which consent shall not be unreasonably withheld or delayed), Trustor may provide any of the required insurance through blanket policies carried by Trustor and covering more than one location; provided, however, all such policies shall be in form and substance and issued by companies reasonably satisfactory to Beneficiary. (c) At least thirty (30) days prior to the expiration of each required policy, Trustor shall deliver to Beneficiary evidence reasonably satisfactory to Beneficiary of the payment of premium and the renewal or replacement of such policy continuing insurance in form as required by this Deed of Trust or the Loan Agreement. All such policies shall contain a provision that, notwithstanding any contrary agreement between Trustor and the insurance company, such policies will not be canceled, allowed to lapse without renewal, surrendered or materially amended (which term shall include any reduction in the scope, or limits of coverage), other than for nonpayment, without at least thirty (30) days prior written notice to Beneficiary. ,Ckyo h bun oll Program Deed of Trust 39 — 399 5/17/2022 City EXHIBIT 5 (d) In the event of foreclosure of this Deed of Trust or other transfer of title or assignment of the Property in extinguishment, in whole or in part, of the debt secured hereby, all right, title and interest of Trustor in and to all policies of insurance required by Section 3.2 hereof and any unearned premiums paid thereon shall, without further act, be assigned to and shall inure to the benefit of and pass to the successor in interest to Trustor or the purchaser or grantee of the Property, and Trustor hereby appoints Beneficiary its lawful attorney -in -fact to execute an assignment thereof and any other document necessary to effect such transfer. 3.3. Advances. In the event the Trustor shall fail to maintain the full insurance coverage required by this Deed of Trust or shall fail to keep the Security in accordance with the Loan Agreement, the Beneficiary, after at least twenty (20) days prior written notice to Trustor, may (but shall be under no Obligation to) take out the required policies of insurance and pay the premiums on the same or may make such repairs or replacements as are necessary and provide for payment thereof, and all amounts so advanced therefor by the Beneficiary shall become an additional Obligation of the Trustor to the Beneficiary (together with any applicable interest) and shall be secured hereby, which amounts the Trustor agrees to pay on the demand of the Beneficiary, and if not so paid, shall bear interest from the date of the advance at the Agreed Rate. Section 4. DAMAGE, DESTRUCTION OR CONDEMNATION 4.1. Casualties. Trustor shall give prompt written notice to Beneficiary upon the occurrence of casualty to or in connection with the Security or any part thereof, whether or not covered by insurance. In the event of such casualty Trustor hereby absolutely and unconditionally assigns to Beneficiary all insurance proceeds which it may be entitled to receive and such proceeds shall be delivered to and held by Beneficiary to be applied to Beneficiary's expenses in settling, prosecuting or defending any insurance claim, and then to the restoration of any portion of the Security that has been damaged or destroyed to the same condition, character and value as existed prior to such damage or destruction so long as the following conditions are satisfied: (i) Trustor is not in default hereunder (other than any default resulting from such casualty), (ii) Beneficiary's security is not materially impaired, (iii) all income (from the Security or otherwise) required to pay all debt service and operating expenses of the Security during such restoration and thereafter will be equal to or greater than the income which was required to pay such debt service and operating expenses prior to the casualty, (iv) Trustor evidences to the reasonable satisfaction of Beneficiary that the insurance required to be maintained hereunder will be available to the Trustor during restoration and thereafter, (v) Beneficiary shall have approved the plans and specifications for such restoration, which approval shall not be unreasonably withheld or delayed, and (vi) in the event that in Beneficiary's reasonable judgment the insurance proceeds and any amounts deposited with a senior lender are not sufficient to accomplish restoration, Trustor deposits with the Beneficiary or senior lender, if and to the extent required by that senior lender pursuant to the terms of the senior debt instrument, within five days of demand by Beneficiary, the additional amounts necessary to accomplish restoration. Proceeds disbursed for restoration will be released to Trustor in accordance with Beneficiary's then current customary disbursement procedures. In the event any of the conditions set forth above are not satisfied or if I- west,Ckyo6oUnCll 39 — 400 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 the insurance proceeds shall not be applied to the restoration of the Security within thirty days after receipt of such proceeds by Beneficiary, Beneficiary may release such proceeds to Trustor without such release being deemed a payment of any indebtedness secured hereby, rather than apply such proceeds to the restoration of the Security. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If the Security is restored at a cost less than the available insurance proceeds, then such excess proceeds shall, if Trustor is not then in default hereunder, be paid over to Trustor. Beneficiary may commence, appear in, defend or prosecute any assigned claim or action, and may adjust, compromise, settle and collect all claims, proceeds and awards assigned to Beneficiary, but shall not be responsible for any failure to collect any claim, proceeds or award, regardless of the cause of the failure. 4.2. Condemnation. Promptly upon its obtaining knowledge of the institution or the threatened institution of any proceeding for the condemnation or other taking for public or quasi -public use of the Security or any part thereof, or if the same be taken or damaged by reason of any public improvement or condemnation proceeding, or in any other manner, or should Trustor receive any notice or other information regarding such proceedings, action, taking or damage, Trustor shall promptly notify Trustee and Beneficiary of such fact. Trustor shall then, if requested by Beneficiary, file or defend its right thereunder and prosecute the same with due diligence to its final disposition and shall cause any award or settlement to be paid to Beneficiary in accordance with the provisions of the Loan Agreement. At Beneficiary's option, Beneficiary or Trustor may be the nominal party in such proceeding but in any event Beneficiary shall be entitled, without regard to the adequacy of its security, to participate in, appear in, prosecute and settle, jointly with Trustor to control the same and to be represented therein by counsel of its choice, and Trustor will deliver, or cause to be delivered, to Beneficiary such instruments as may be requested by it from time to time to permit such participation. Trustor and Beneficiary agree to act in good faith with respect to any consent, settlement, or award arising out of said prosecution. If the Security or any part thereof is taken or diminished in value, or if a consent settlement is entered, by or under threat of such proceedings, all compensation, awards, damages, rights of action proceeds and settlements payable to Trustor by virtue of its interest in the security shall be and hereby are assigned, transferred and set over into Beneficiary to be held by it, in trust, subject to the lien and security interest of this Deed of Trust. All such proceeds shall be first applied to reimburse Trustee and Beneficiary, for all costs and expenses, including reasonable attorneys' fees, incurred in connection with the collection of such award or settlement, and then to the restoration of any portion of the Security that has been taken to the similar condition, character and value as existed prior to such taking so long as the following conditions are satisfied: (i) Trustor is not in default hereunder, (ii) Beneficiary's security is not materially impaired, (iii) all income (from the Security or otherwise) required to pay all debt service and operating expenses of the Security during such restoration and thereafter will be equal to or greater than the income which was required to pay such debt service and operating expenses prior to the casualty, (iv) Trustor evidences to the reasonable satisfaction of Beneficiary that the insurance required to be maintained hereunder will be available to the Trustor during restoration and thereafter, (v) Beneficiary shall have approved the plans and specifications for such restoration, and (vi) in the event that in Beneficiary's reasonable judgment the insurance proceeds and any amounts deposited with a senior lender are not sufficient to accomplish lb west,GkVoGoUncll 39 — 401 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 restoration, Trustor deposits with the Beneficiary or senior lender, if and to the extent required by that senior lender pursuant to the terms of the senior Debt Instrument, within five days of demand by Beneficiary, the additional amounts necessary to accomplish restoration. Application or release of proceeds as provided herein shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. Section 5. ENVIRONMENTAL COVENANTS OF TRUSTOR 5.1. Disclosures By Trustor. Except as disclosed in writing to, and acknowledged and accepted in writing by Beneficiary, Trustor represents and warrants that: (a) during the period of Trustor's ownership of the Property (1) there has been no use, generation, manufacture, storage, treatment, disposal, discharge, Release, or threatened Release of any Hazardous Substance by any person on or around the Property except in such small quantities as are customary and usual in the ordinary course of constructing, using and operating a residential housing business on the Property and in strict compliance with all Hazardous Substances Laws, and (2) there have been no Hazardous Substances transported over or through the Property; (b) Trustor has no knowledge of, or reason to believe that, there has been: (1) any use, generation, manufacture, storage, treatment, disposal, Release, or threatened Release of any hazardous waste or substance by any prior owners or prior occupants of the Property or by any third parties onto the Property, or (2) any actual or threatened litigation or claims of any kind by any person relating to these matters; (c) to Trustor's knowledge, no Hazardous Substances in excess of permitted levels or reportable quantities under applicable Hazardous Substance Laws are present in or about the Property or any nearby real property that could migrate to the Property; (d) to Trustor's knowledge, no Release or threatened Release exists or has occurred; (e) to Trustor's knowledge, no underground storage tanks of any kind are or ever have been located in or about the Property; (f) the Property and all of Trustor's contemplated operations and activities at, and Trustor's contemplated use and occupancy of, the Property comply with all applicable Hazardous Substance Laws; 17 west,GkyoGouncll 39 — 402 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 (g) Trustor is now in strict compliance with, every permit, license, and approval required by all applicable Hazardous Substance Laws for all activities and operations at, and the use and occupancy of, the Property; (h) to Trustor's knowledge, there are no Hazardous Substance Claims pending or threatened with regard to Property or against Trustor; (i) to Trustor's knowledge the Property has not been nor is it within 2,000 feet of any other property designated as "hazardous waste property" or "border zone property" pursuant to Health and Safety Code §§ 25220 et seq., and no proceedings for a determination of this designation are pending or threatened; 0) to Trustor's knowledge, there exists no occurrence or condition on any real property adjoining or within 2,000 feet of the Property that would cause the Property or any part of it to be designated as "hazardous waste property" or "border zone property" under the provisions of Health and Safety Code §§ 25220 et seq., and any regulation adopted in accordance with that section; (k) that the Trustor's use of the Property shall be residential housing; (1) to Trustor's knowledge, any written disclosure submitted by or on behalf of Trustor to Beneficiary concerning any Release or threatened Release, past or present compliance by Trustor or other person of any Hazardous Substance Laws applicable to the Property, the past and present use and occupancy of the Property, and any environmental concerns relating to the Property, was true and complete when submitted and continues to be true and complete as of the date of this Deed of Trust. As used in this Section 5.1, phrases such as "to Trustor's knowledge," shall refer to the actual knowledge of the Trustor, and its agents, directors and other associates, without duty of inquiry or investigation other than the ordering of a Phase I Environmental Assessment as required pursuant to the Loan Agreement. 5.2. Covenants of Trustor. Trustor agrees, except in the ordinary course of business and in strict compliance with all applicable Hazardous Substance Laws, as follows: (a) not to cause or permit the property to be used as a site for the use, generation, manufacture, storage, treatment, Release, discharge, disposal, transportation, or presence of any Hazardous Substance; (b) not to cause, contribute to, permit, or acquiesce in any Release or threatened Release; (c) not to change or modify the use of the Property without the prior written consent of Beneficiary; 1 S2 west,Ckyo6ouncil 39 — 403 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 (d) to comply with and to use reasonable commercial efforts to cause the Property and every invitee or occupant of the Property to comply with all Hazardous Substance Laws; (e) to promptly upon Trustor's discovery thereof, notify Beneficiary in writing of and to provide Beneficiary with a reasonably detailed description of: Laws; (1) any noncompliance of the Property with any Hazardous Substance (2) any Hazardous Substance Claim; (3) any Release or Threatened Release; (4) the discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that would cause the Property or any part of it to be designated as "hazardous waste property" or "border zone property" under the provisions of Health and Safety Code §§ 25220 et seq., and any regulation adopted in accordance with that section; (f) if Trustor discovers a Release or the presence of any Hazardous Substance on or about the Property in violation of any Hazardous Substance Law, to: (1) notify Beneficiary of that discovery together with a reasonably detailed description; (2) engage promptly after a request by Beneficiary, a qualified environmental engineer reasonably satisfactory to Beneficiary to investigate these matters and prepare and submit to Beneficiary a written report containing the findings and conclusions resulting from that investigation, all at the sole expense of Trustor, and (3) If the Release of Hazardous Substances results in (i) injury to any person, (ii) injury to or contamination of the Property (or a portion thereof), or (iii) injury to or contamination of any real or personal property wherever situated take, at Trustor's sole expense, all necessary actions to remedy, repair, clean up, or detoxify any Release of Hazardous Substance, including, but not limited to, any remedial action required by any Hazardous Substance Laws or any judgment, consent, decree, settlement, or compromise in respect of any Hazardous Substance Claims, these actions to be performed: A. in accordance with Hazardous Substance Laws, B. in a good and proper manner, C. under the supervision of a qualified environmental engineer approved in writing by Beneficiary (such approval not to be unreasonably withheld or delayed), lA west,Ckyo6oUncll 39 — 404 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 D. in accordance with plans and specifications for these actions approved in writing by Beneficiary (such approval not to be unreasonably withheld or delayed), and E. using licensed and insured qualified contractors approved in writing by Beneficiary; (g) promptly furnish to Beneficiary copies of all written communications received by Trustor from any governmental authority or other person or given by Trustor to any person and any other information Beneficiary may reasonably request concerning any Release, threatened Release, Hazardous Substance Claim, or the discovery of any Hazardous Substance on or about the Property in violation of any Hazardous Substance Law; and (h) keep Beneficiary generally informed regarding any Release, threatened Release, Hazardous Substance Claim, or the discovery of any Hazardous Substance on or about the Property in violation of any Hazardous Substance Law. 5.3. Rights of Beneficiary. Upon Beneficiary's reasonable belief of the existence of a past or present Release or threatened Release not previously disclosed by Trustor in connection with the making of the Loan or the execution of this Deed of Trust or upon Beneficiary's reasonable belief that Trustor has failed to comply with any environmental provision of this Deed of Trust or any other Loan Document and upon not less than 72 hours' prior written notice (except in the case of an emergency) to Trustor, Beneficiary or its representatives, employees, and agents, may from time to time and at all reasonable times during regular business hours (or at any time in the case of an emergency) enter and inspect the Property and every part of it (including all samples of building materials, soil, and groundwater and all books, records, and files of Trustor relating to the Property) and perform those acts and things that Beneficiary reasonably deems necessary to inspect, investigate, assess, and protect the Security of this Deed of Trust, for the purpose of determining: (a) the existence, location, nature, and magnitude of any past or present Release or threatened Release, (b) the presence of any Hazardous Substances on or about the Property in violation of any Hazardous Substance Law, and (c) the compliance by Trustor of every environmental provision of this Deed of Trust and every other Loan Document. In furtherance of the purposes above, without limitation of any of its other rights, Beneficiary may: (1) obtain a court order to enforce Beneficiary's right to enter and inspect the Property under Civil Code § 2929.5; and ,?n west,CkyoGoUncil 39 — 405 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 (2) have a receiver appointed under Code of Civil Procedure § 564 to enforce Beneficiary's right to enter and inspect the Property for the purpose set forth above. All reasonable costs and expenses incurred by Beneficiary with respect to the audits, tests, inspections, and examinations that Beneficiary or its agents, representatives, or employees may conduct, including the reasonable fees of the engineers, laboratories, contractors, consultants, and attorneys, will be paid by Trustor. All reasonable costs or expenses incurred by Trustee and Beneficiary pursuant to this Section (including without limitation court costs, consultant's fees, and attorney fees, whether incurred in litigation and whether before or after judgment) will bear interest at the Agreed Rate from the date they are incurred until those sums have been paid in full. Except as provided by law, any inspections or tests made by Beneficiary or its representatives, employees, and agents will be for Beneficiary's purposes only and will not be construed to create any responsibility or liability on the part of Beneficiary to Trustor or to any other person. Beneficiary will have the right, but not the obligation, to communicate with any governmental authority regarding any fact or reasonable belief of Beneficiary that constitutes or could constitute a breach of any of Trustor's obligations under any environmental provision contained in this Deed of Trust or any Loan Document. 5.4. Waiver and Indemnity. Trustor: (a) releases and waives any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim except to the extent such liability arises out of the gross negligence or willful misconduct or Beneficiary; (b) agrees to reimburse Beneficiary, on demand, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Agreed Rate; and (c) agrees to indemnify, defend, and hold Beneficiary and Trustee harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, reasonable attorney fees and other legal expenses, costs of evidence of title, cost of evidence of value, and other expenses (collectively, "Expenses"), including, but not limited to, any Expenses incurred or accruing after the foreclosure of the lien of this Deed of Trust, which either may suffer or incur and which directly or indirectly arises out of or is in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release or the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance on or about the Property, including the soils and groundwater, caused or permitted by Trustor, including, without limitation, to the extent required by an environmental agency with jurisdiction over the Property, the cost of any required or necessary repair, cleanup, remedy, or detoxification of any hazardous Substance and the preparation of any closure, remedial action, or other required plans. Trustor's obligations will survive the satisfaction, release, or cancellation of the indebtedness, the release and reconveyance or partial release and �1 west,Ckyo6oUncil 39 — 406 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 reconveyance of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of Trust. 5.5. Additional Covenants of Trustor. (a) Trustor and Beneficiary agree that: (1) this Section is intended as Beneficiary's written request for information and Trustor's written response concerning the environmental condition of the Property as provided by Code of Civil Procedure § 726.5; and (2) each representation, warranty, covenant, or indemnity made by Trustor in this Section or in any other provision of this Deed of Trust or any Loan Document that relates to the environmental condition of the Property is intended by Trustor and Beneficiary to be an "environmental provision" for purposes of Code of Civil Procedure § 736 and will survive the payment of the indebtedness and the termination or expiration of this Deed of Trust and will not be affected by Lender's acquisition of any interest in the Property, whether by full credit bid at foreclosure, deed in lieu of that, or otherwise. If there is any transfer of any portion of Trustor's interest in the Property, any successor -in -interest to Trustor agrees by its succession to that interest that the written request made pursuant to this Section will be deemed remade to the successor -in -interest without any further or additional action on the part of Beneficiary and that by assuming the debt secured by this Deed of Trust or by accepting the interest of Trustor subject to the lien of this Deed of Trust, the successor remakes each of the representations and warranties in this Deed of Trust and agrees to be bound by each covenant in this Deed of Trust, including, but not limited to, any indemnity provision. (b) Even though Trustor may have provided Beneficiary with an environmental site assessment or other environmental report together with other relevant information regarding the environmental condition of the Property, Trustor acknowledges and agrees that Beneficiary is not accepting the Property as security for the Loan based on that assessment, report, or information. Rather, Beneficiary has relied on the representations and warranties of Trustor in this Deed of Trust, and Beneficiary is not waiving any of its rights and remedies in the environmental provisions of this Deed of Trust or any other Loan Document. (c) Beneficiary or its agents, representatives, and employees may seek a judgment that Trustor has breached its covenants, representations, or warranties in Section 2 of this Deed of Trust or any other covenants, representations, or warranties that are deemed to be "environmental provisions" pursuant to Code of Civil Procedure § 736 (each an "Environmental Provision"), by commencing and maintaining an action or actions in any court of competent jurisdiction pursuant to Code of Civil Procedure § 736, whether commenced prior to or after foreclosure of the lien of this Deed of Trust. Beneficiary or its agents, representatives, and employees may also seek an injunction to cause Trustor to abate any action in violation of any Environmental Provision and may seek the recovery of all costs, damages, expenses, fees, penalties, fines, judgments, indemnification payments to third parties, and other out-of-pocket costs or expenses actually incurred by Beneficiary (collectively, "Environmental Costs") incurred or advanced by Beneficiary relating to the cleanup, remedy, or other response action required by any Hazardous Substances Law or any Hazardous Substance Claim. It will be west,CkyoGoUncll 39 — 407 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 conclusively presumed between Beneficiary and Trustor that all Environmental Costs incurred or advanced by Beneficiary relating to the cleanup, remedy, or other response action of or to the Property were made by Beneficiary in good faith. All reasonable Environmental Costs incurred by Beneficiary under this Section (including without limitation court costs, consultant fees, and attorney fees, whether incurred in litigation and whether before or after judgment) will bear interest at the Agreed Rate from the date of expenditure until those sums have been paid in full. Beneficiary will be entitled to bid, at any trustee's or foreclosure sale of the Property, the amount of the costs, expenses, and interest in addition to the amount of other indebtedness. (d) Beneficiary or its agents, representatives, and employees may waive its lien against the Property or any portion of it, including but not limited to the Improvements, to the extent that the Property or any portion of the Security is found to be environmentally impaired in accordance with Code of Civil Procedure § 726.5, and to exercise all rights and remedies of an unsecured creditor against Trustor and all of Trustor's assets and property for the recovery of any deficiency and Environmental Costs, including, but not limited to, seeking an attachment order under Code of Civil Procedure § 483.010. As between Beneficiary and Trustor, for purposes of Code of Civil Procedure § 726.5, Trustor will have the burden of proving that Trustor or any related party (or any affiliate or agent of Trustor or any related party) was not in any way negligent in permitting the Release or threatened Release of the Hazardous Substances. Section 6. ASSIGNMENTS OF RENTS, ISSUES AND PROFITS 6.1. Assignment. Trustor hereby absolutely, irrevocably and unconditionally assigns to Beneficiary, as security for the Obligations, all rents, profits, deposits, royalties, income and other issues and similar benefits derived from the Security (collectively, the "Rents"), and hereby confers upon Beneficiary the right, power and authority to collect such Rents. Trustor irrevocably appoints Beneficiary its true and lawful attorney -in -fact, at the option of Beneficiary, at any time and from time to time, to demand, receive and enforce payment, to give receipts, releases and satisfactions, and to sue, in its name or in the name of Trustor, for all Rents, and apply the same to the Obligations secured hereby; provided, however, that Trustor shall have the right, as between Trustor and Beneficiary, to collect the Rents but not more than one (1) month in advance of the date due unless the written approval of Beneficiary has first been obtained, with the exception of security deposits and "first and last months' rent" collected from tenants in connection with Trustor's ordinary leasing of residential apartments within the Property), and to retain and enjoy the same, so long as an Event of Default shall not have occurred hereunder and be continuing. 6.2. Collection Upon Default. While any Event of Default remains uncured, Beneficiary may, at any time without notice, either in person, by agent or by a receiver appointed by a court, and without regard to the adequacy of any security for the Obligations hereby secured, enter upon and take possession of the Security, or any part thereof, and, with or without taking possession of the Security or any part thereof, in its own name sue for or otherwise collect such Rents (including those past due and unpaid, and all prepaid Rents and all other monies which may have been or may hereafter be 2I west,CkyoGoUncll 39 — 408 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 deposited with Trustor by any tenant to secure the payment of any Rent or for any services thereafter to be rendered by Trustor for any other obligation of any tenant to Trustor arising under any lease, and Trustor agrees that, upon the occurrence of any Event or Default hereunder, Trustor shall promptly deliver all Rents and other moneys to Beneficiary), and Beneficiary may apply the same, less costs and expenses of operation and collection, including, without limitation, reasonable attorneys fees, whether or not suit is brought or prosecuted to judgment, against any indebtedness or Obligation of Trustor secured hereby, and in such order as Beneficiary may determine notwithstanding that said indebtedness or the performance of said Obligation may not then be due. The collection of Rents, or the entering upon and taking possession of the Security, or the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or pursuant to such notice of default or be deemed or construed to make Beneficiary a mortgagee - in -possession of the Security or any portion thereof. 6.3. Further Assignments. Upon demand of Beneficiary, Trustor shall, from time to time hereafter, execute, and deliver to Beneficiary recordable assignments of Trustor's interest in any or all leases, subleases, contracts, rights, licenses and permits now or hereafter affecting the Security or any portion thereof. Such assignments shall be made by instruments in form and substance reasonably satisfactory to Beneficiary; provided, however, that no such assignment shall be construed as imposing upon Beneficiary any obligation with respect thereto. Beneficiary may, at its option, exercise its rights hereunder or under any such specific assignment and such exercise shall not constitute a waiver of any right hereunder or under any such specific assignment. Section 7. EVENTS OF DEFAULT 7.1. Events of Default. Each of the following shall constitute Events of Default: (1) the occurrence of an "Event of Default" as defined in the Loan Agreement or as defined in any Debt Instrument; or (2) the failure to make any payment or perform any of Trustor's other Obligations now or hereafter secured by this Deed of Trust (subject to written notice and expiration of any applicable cure period). 7.2. Acceleration of Maturity. If an Event of Default shall have occurred and be continuing, then at the option of the Beneficiary, the amount of any payment related to the Event of Default, the unpaid Principal of the Note and any other indebtedness and other Obligations secured hereby shall immediately become due and payable without presentment, protest notice or demand, all of which are hereby expressly waived, upon written notice by the Beneficiary to the Trustor and no omission on the part of the Beneficiary to exercise such option when entitled to do so shall be construed as a waiver of such right. 7.3. The Beneficiary's Right to Enter and Take Possession. If an Event of Default shall have occurred and be continuing, the Beneficiary may: 24 west,CkyoGoUncil 39 — 409 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 (a) Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Security and take possession thereof (or any part thereof) and of any of the Security, in its own name or in the name of Trustee, and do any acts which it reasonably deems necessary to preserve the value or marketability of the Security, or part thereof or interest therein, increase the income therefrom or protect the security thereof and, with or without taking possession of the Security, sue for or otherwise collect the Rents, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection including without limitation reasonable attorneys fees, against any indebtedness secured hereby, all in such order as Beneficiary may determine. The entering upon and taking possession of the Security the collection of such Rents and the application thereof as aforesaid shall not cure or waive any Event of Default or notice of default hereunder or invalidate any act done in response to such Event of Default or pursuant to such notice of default, and, notwithstanding the continuance in possession of the Security, Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust, or by law upon occurrence of any Event of Default, including the right to exercise the power of sale; (b) Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (c) Deliver to Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause Trustor's interest in the Security to be sold, which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records of Orange City; or (d) Exercise all other rights and remedies provided herein, in the instruments by which the Trustor acquires title to any Security, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the Obligations secured hereby, or provided by law. 7.4. Foreclosure by Power of Sale. Should the Beneficiary elect to foreclose by exercise of the power of sale herein contained, the Beneficiary shall notify Trustee and shall deposit with Trustee this Deed of Trust, the Loan Agreement and the Note which is secured hereby (and the deposit of which shall be deemed to constitute evidence that the unpaid Principal amount of the Note is immediately due and payable), and such receipts and evidence of any expenditures made that are additionally secured hereby as Trustee may require. (a) Upon receipt of such notice from the Beneficiary ("Notice of Default"), Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Default and election to sell as then required by law and by this Deed of Trust. Trustee shall, without demand on Trustor, after lapse of such time as may then be required by law and after recordation of such Notice of Default and after notice of sale having been given as required by law ("Notice of Sale"), sell the Security, at the time and place of sale fixed by it in said Notice of Sale, whether as a whole or in separate lots or parcels or items as Trustee shall deem expedient and in such order as it may determine unless specified otherwise to the Trustor according to California Civil 2s west,CkyoGoUncll 39 — 410 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 Code Section 2924g(b), at public auction to the highest bidder, for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed or any matters of facts shall be conclusive proof of the truthfulness thereof. Any person, including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale. (b) After deducting all reasonable costs, fees and expenses of Trustee, including costs of evidence of title in connection with such sale, Trustee shall apply the proceeds of sale to payment of. (1) the unpaid Principal amount of the Note; (2) all other sums then secured hereby; and (3) the remainder, if any, to Trustor. (c) Trustee may postpone sale of all or any portion of the Security by public announcement at such time and place of sale, and from time to time thereafter, and without further notice make such sale at the time fixed by the last postponement, or may, in its discretion, give a new notice of sale. 7.5. Receiver If an Event of Default shall have occurred and be continuing, Beneficiary, as a matter of right and without further notice to Trustor or anyone claiming under the Security, and without regard to the then value of the Security or the interest of Trustor therein, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Security (or a part thereof), and Trustor hereby irrevocably consents to such appointment and waives further notice of any application therefor. Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases, and all the powers and duties of Beneficiary in case of entry as provided herein, and shall continue as such and exercise all such powers until the date of confirmation of sale of the Security, unless such receivership is sooner terminated. 7.6. Application of Funds After Default. Except as otherwise herein provided, upon the occurrence of an Event of Default hereunder, and while such Event of Default remains uncured, Beneficiary may, at any time without notice, apply any or all sums or amounts received and held by Beneficiary to pay insurance premiums, Impositions, or either of them, or as Rents or income of the Security, or as insurance or condemnation proceeds, and all other sums or amounts received by Beneficiary from or on account of Trustor or the Security, or otherwise, against any indebtedness or Obligation of the Trustor secured hereby, in such manner and order as Beneficiary may elect. The receipt, use or application of any such sum or amount shall not be construed to affect the maturity of any indebtedness secured by this Deed of Trust, or any of the rights or powers of Beneficiary under the terms of the Loan Agreement, this Deed of Trust or the Note, or any of the Obligations of Trustor or any guarantor under any other instruments or documents now or hereafter delivered in connection with the Loan Agreement or to cure or waive any default or notice of default under the Loan Agreement or any such instruments or documents; or to invalidate any act of Trustee or Beneficiary. 7.7. Costs of Enforcement. '?ti west,Ckyo6oUncil 39 — 411 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 If any Event of Default occurs, Beneficiary and Trustee, and each of them, may employ an attorney or attorneys to protect their rights hereunder. Trustor promises to pay to Beneficiary, on demand, the reasonable fees and expenses of such attorneys and all other reasonable costs of enforcing the Obligations secured hereby, including, without limitation, recording fees, the expense of a trustee, sale guarantee, Trustee's fees and expenses, receivers fees and expenses, and all other reasonable expenses, of whatever kind or nature, incurred by Beneficiary and Trustee, and each of them, in connection with the enforcement of the Obligations secured hereby, whether or not such enforcement includes the filing of a lawsuit. Until paid, such sums shall be secured hereby and shall bear interest at the Agreed Rate. 7.8. Remedies Cumulative. No right, power or remedy conferred upon or reserved to the Beneficiary by this Deed of Trust is intended to be exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or now or hereafter existing at law or in equity. 7.9. No Waiver. (a) No delay or omission of the Beneficiary to exercise any right, power or remedy accruing upon any Event of Default shall exhaust or impair any such right, power or remedy, or shall be construed to be a waiver of any such Event of Default or acquiescence therein; and every right, power and remedy given by this Deed of Trust to the Beneficiary may be exercised from time to time and as often as may be deemed expeditious by the Beneficiary. No consent or waiver, expressed or implied, by the Beneficiary to or any breach by the Trustor in the performance of the Obligations hereunder shall be deemed or construed to be a consent to or waiver of Obligations of the Trustor hereunder. Failure on the part of the Beneficiary to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Beneficiary of its right hereunder or impair any rights, power or remedies consequent on any Event of Default by the Trustor. (b) If the Beneficiary (1) grants forbearance or an extension of time for the payment of any sums secured hereby, (2) takes other or additional security or the payment of any sums secured hereby, (3) waives or does not exercise any right granted in the Loan Agreement, (4) releases any part of the Security from the lien of this Deed of Trust, or otherwise changes any of the terms, covenants, conditions or agreements in the Loan Agreement, (5) consents to the granting of any easement or other right affecting the Security, or (6) makes or consents to any agreement subordinating the lien hereof, any such act or omission shall not release, discharge, modify, change or affect the original liability under this Deed of Trust, or any other obligation of the Trustor or any subsequent purchaser of the Security or any part thereof, or any maker, co- signer, endorser, surety or guarantor (unless expressly released); nor shall any such act or omission preclude the Beneficiary from exercising any right, power or privilege herein granted or intended to be granted in any Event of Default then made or of any subsequent Event of Default, nor, except as otherwise expressly provided in an instrument or instruments executed by the Beneficiary shall the lien of this Deed of Trust be altered thereby. 7.10. Suits to Protect the Security. 27 west,CRVoGoUncll 39 — 412 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 The Beneficiary shall have power to: (1) institute and maintain such suits and proceedings as it may in its reasonable discretion deem expedient to prevent any impairment of the Security and the rights of the Beneficiary as may be unlawful or any violation of this Deed of Trust, (2) preserve or protect its interest (as described in this Deed of Trust) in the Security, and (3) restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement for compliance with such enactment, rule or order would impair the Security thereunder or be prejudicial to the interest of the Beneficiary. 7.11. Trustee May File Proofs of Claim. In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting the Trustor, its creditors or its property, the Beneficiary, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary in order to have the claims of the Beneficiary allowed in such proceedings and for any additional amount which may become due and payable by the Trustor hereunder after such date. 7.12. Limited Partner Cure Rights. Notwithstanding anything to the contrary in this Deed of Trust, Beneficiary shall give the investor limited partner of Trustor the following notice at the address provided in Section 8.3(b) and cure rights: (a) Beneficiary will give the limited partner a copy of any notice (at the limited partner's address provided in a notice by Trustor to Beneficiary) that Beneficiary gives to Trustor under this Deed of Trust, provided that Trustor has provided the address and contact information for the investor limited partner in writing to Beneficiary; (b) Beneficiary will give the limited partner thirty (30) days after the limited partner's receipt of such notice to cure a non-payment of any sum due under this Deed of Trust; (c) Beneficiary will give the limited partner sixty (60) days after the limited partner's receipt of such notice to cure any other default under this Deed of Trust; (d) If a non -monetary default is incapable of being cured within sixty (60) days, Beneficiary will give the limited partner such additional time as is reasonably necessary to cure such default provided the limited partner has commenced to cure such default and is diligently proceeding to cure such default through the end of such period; and (e) If the limited partner makes any such payment or otherwise cures such default, the Beneficiary will accept such action as curing such default as if such payment or cure were made by Trustor. Section 8. MISCELLANEOUS 8.1. Amendments. '?Q west,GkVoGoUncll 39 — 413 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 This instrument cannot be waived, changed, discharged or terminated orally, but only by an instrument in writing signed by Beneficiary and Trustor. 8.2. Reconveyance by Trustee. Upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust to Trustee for cancellation and retention, and upon payment by Trustor of Trustee's reasonable fees, Trustee shall reconvey, without warranty, the Security to Trustor, or to the person or persons legally entitled thereto. 8.3. Notices. (a) If at any time after the execution of this Deed of Trust it shall become necessary or convenient for one of the parties hereto to serve any notice, demand or communication upon the other party, such notice, demand or communication shall be in writing and shall be served personally or by depositing the same in the registered United States mail, return receipt requested, postage prepaid and: (1) if intended for Beneficiary shall be addressed to: City of Santa Ana Executive Director (CDA) 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 (2) if intended for Trustors shall be addressed to: Trustor: Westview House LP c/o Westview House CDP LLC 3416 Via Oporto, Suite 301 Newport Beach, CA 92663 Attn: Kyle Paine With a copy to: Westview House Mercy House CHDO LLC 807 N. Garfield Street Santa Ana, CA 92701 Attn: Lawrence G. Haynes, Jr. And: Sabelhaus & Strain, LLP 1724 1Oth Street, Suite 110 Sacramento, CA 95811 Attn: Stephen A. Strain, Esq. And: Chernove and Associates, Inc. 16027 Ventura Boulevard #660 Encino, CA 91436 ?9 west,CkyoGoUncll 39 — 414 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 Attn: Sheldon Chemove, Esq. With a copy to: R4 WHCA Acquisition LP c/o R4 Capital LLC 780 Third Avenue, 16th Floor New York, New York 10017 Attention: Marc Schnitzer E-Mail: mschnitzer(a,R4cap.com And to: Frost Brown Todd LLC 400 West Market Street, Suite 3200 Louisville, Kentucky 40202 Attention: Amy Curry Any notice, demand or communication shall be deemed given, received, made or communicated on the date personal delivery is effected or, if mailed in the manner herein specified, on the delivery date or date delivery is refused by the addressee, as shown on the return receipt. Either party may change its address at any time by giving written notice of such change to Beneficiary or Trustor as the case may be, in the manner provided herein, at least ten (10) days prior to the date such change is desired to be effective. 8.4. Successors and Joint Trustors. All Obligations of Trustor secured by this Deed of Trust, shall also apply to and bind any permitted transferee or successors in interest. Where the terms of the Deed of Trust have the effect of creating an Obligation of the Trustor and a transferee, such Obligation shall be deemed to be a joint and several Obligation of the Trustor and such transferee. Where Trustor is more than one entity or person, all Obligations of Trustor shall be deemed to be a joint and several Obligation of each and every entity and person comprising Trustor. 8.5. Captions. The captions or headings at the beginning of each Section hereof are for the convenience of the parties and are not a part of this Deed of Trust. 8.6. Invalidity of Certain Provisions. Every provision of this Deed of Trust is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court or other body of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. If the lien of this Deed of Trust is invalid or unenforceable as to any part of the debt, or if the lien is invalid or unenforceable as to any part of the Security, the unsecured or partially secured portion of the debt, and all payments made on the debt, whether voluntary or -AU west,CkyoGoUncll 39 — 415 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 under foreclosure or other enforcement action or procedure, shall be considered to have been first paid or applied to the full payment of that portion of the debt which is not secured or partially secured by the lien of this Deed of Trust. 8.7. Governing Law and Venue. This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California. In the event of any legal action to enforce or interpret this Deed of Trust, 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. 8.8. Gender and Number. In this Deed of Trust the singular shall include the plural and the masculine shall include the feminine and neuter and vice versa, if the context so requires. 8.9. Deed of Trust, Mortgage. Any reference in this Deed of Trust to a mortgage shall also refer to a deed of trust and any reference to a deed of trust shall also refer to a mortgage. 8.10. Actions. Trustor agrees to appear in and defend any action or proceeding purporting to affect the Security. 8.11. Substitution of Trustee. Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the City or counties in which the Security is situated, shall be conclusive proof of proper appointment of the successor trustee. 8.12. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action of proceedings in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee. 8.13. Conflicts. 31 west,GkyoGoUncll 39 — 416 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 If any term or provision of this Deed of Trust conflicts with any term of provision of the Loan Agreement, the term or provision of the Loan Agreement shall control to the extent of such conflict. 8.14. Statements by Trustor. Trustor shall, at its cost, within ten (10) days after notice thereof from Beneficiary, deliver to Beneficiary a written statement setting forth to the best of its knowledge and information, the amounts then unpaid and secured by this Deed of Trust and stating whether Trustor is aware of any offset or defense against such amounts. 8.15. Beneficiary Statements. For any statement or accounting requested by Trustor or any other entitled person pursuant to Section 2943 or Section 2954 of the California Civil Code or pursuant to any other provision of applicable law, or for any other document or instrument furnished to Trustor by Beneficiary, Beneficiary may charge the maximum amount permitted by law at the time of the request therefor, or if there be no such maximum, then in accordance with Beneficiary's customary charges therefor or the actual cost to Beneficiary therefor, whichever is greater. 8.16. Statute of Limitations. Except insofar as now or hereafter prohibited by law, the right to plead, use or assert any statute of limitations as a plea or defense or bar of any kind, or for any purpose, to any debt, demand or obligation secured or to be secured hereby, or to any complaint or other pleading or proceeding filed, instituted or maintained for the purpose of enforcing this Deed of Trust or any rights hereunder, is hereby waived by Trustor. 8.17. Trust Irrevocable; No Offset. The Trust created hereby is irrevocable by Trustor. No offset or claim that Trustor now has or may in the future have against Beneficiary shall relieve Trustor from paying the indebtedness or performing any other Obligation contained herein or secured hereby. 8.18. Corrections. Trustor shall, upon request of Beneficiary, promptly correct any defect, error or omission which may be discovered in the contents hereof or in the execution or acknowledgment hereof, and will execute, acknowledge and deliver such further instruments and do such further acts as may be necessary or as may be reasonably requested by Beneficiary to carry out more effectively the purposes thereof, to subject to, the lien and security interest hereby created any of Trustor's properties, rights or interests covered or intended to be covered hereby, or to perfect and maintain such lien and security interest. 8.19. Further Assurance. Trustor, Beneficiary and Trustee agree to do or cause to be done such further acts and things and to execute and deliver or to cause to be executed and delivered such additional 3? west,Ckyo6oUncll 39 — 417 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 assignments, agreements, powers and instruments, as any of them may reasonably require to keep valid and effective the charges and liens hereof, to carry into effect the purposes of this Deed of Trust or to better assure and confirm unto any of them their rights, powers and remedies hereunder; and, upon request by Beneficiary, shall supply evidence of fulfillment of each of the covenants herein contained concerning which a request for such evidence has been made. 8.20. Waiver of Jury Trial. Unless prohibited by Federal, State or local laws, each party acknowledges that it is aware of and has had the advice of counsel of its choice with respect to its rights to trial by jury, and each party, for itself and its successors and assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought by any party hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected with this Deed of Trust and/or any claim of injury or damage to the fullest extent permitted by applicable law. 8.21. Tax Credits. Beneficiary agrees that the lien of this Deed of Trust shall be subordinate to any extended low-income housing commitment (as such term is defined in Section 42(h)(6)(B) of the Internal Revenue Code) (the "Extended Use Agreement") recorded against the Security; provided that such Extended Use Agreement, by its terms, must terminate upon foreclosure under this Instrument or upon a transfer of the Security by instrument in lieu of foreclosure, in accordance with Section 42(h)(6)(E) of the Internal Revenue Code. Section 9. WAIVERS 9.1. Waivers and Related Matters. (a) To the fullest extent allowed by law, Trustor hereby waives: (i) presentment, demand, protest, notice of dishonor, notice of protest and all other notices and demands of every kind, and all suretyship defenses of every kind that would otherwise be available in connection with this Deed of Trust, and (ii) all rights of redemption, valuation, appraisement, stay of executive, notice of election to mature or declare due the whole of the Obligation and marshaling in the event of foreclosure of the liens hereby created. (b) Trustor hereby authorizes Beneficiary, at any time and from time to time without notice and without affecting this Deed of Trust in any way, to: (i) accept new or additional instruments, documents, agreements, security or guaranties in connection with all or any part of the Obligations; (ii) accept partial payments on the Obligations; and (iii) waive, release, reconvey, terminate, abandon, subordinate, exchange, substitute, transfer, compound, compromise, liquidate and enforce all or any part of the Obligations and any security or guaranties therefor, and apply any such security and direct the order or manner of sale thereof and bid and purchase at any such sale. (c) Trustor hereby waives any right to require Beneficiary to (i) proceed against any person; (ii) proceed or exhaust any collateral held from any person; or (iii) pursue 3.� west,GkyoGoUncll 39 — 418 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 any other remedy in Beneficiary's power. Upon the occurrence of any Event of Default, Beneficiary is hereby expressly given the right, at its option, to proceed in the enforcement of this Deed of Trust, independently of any other remedy or security Beneficiary may at any time hold in connection with the Obligations, and Beneficiary shall not in any way be obligated or otherwise required to proceed upon or against and/or exhaust any other security or remedy before proceeding to enforce this Deed of Trust. (d) Trustor hereby waives any defense arising by reason of. (i) any disability or other defense of Trustor or any other person; (ii) the cessation from any cause whatsoever, other than full payment and performance of the Obligations, of the Obligations of Trustor or any other person; or (iii) any act or omission by Beneficiary which directly or indirectly results in or aids in the discharge or release of Trustor, or any other person, any Obligation, or any collateral by operation of law or otherwise. The waivers set forth in this Section 9 shall also apply, to the fullest extent permitted by law to all other real and/or personal property of Trustor now or hereafter assigned to Beneficiary as security for the Obligations. Trustor warrants and agrees that each, of the waivers set forth above are made with Trustor's full knowledge of their significance and consequences, with the understanding that events giving rise to any defense waived may diminish, destroy or otherwise adversely affect rights which Trustor otherwise may have against Beneficiary or others, or against collateral, and that under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any of the waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective to the maximum extent permitted by law. {signatures on following page) 3a west,CkyoGoUncll 39 — 419 5/17/2022 City Rental Rehabilitation Program Deed of Trust EXHIBIT 5 IN WITNESS WHEREOF, Trustor has executed this City Deed of Trust as of the date first written above. TRUSTOR: Westview House LP, a California limited partnership By: Westview House CDP LLC, a California limited liability company Its: Administrative General Partner By: Community Development Partners, a California corporation Its: Sole Managing Member By: Kyle Paine Its: President By: Westview Mercy House CHDO, LLC, a California limited liability company Its: Managing General Partner By: Mercy House CHDO, Inc., a California nonprofit public benefit corporation Its: Sole Managing Member By: Lawrence G. Haynes, Jr. Its: Chief Executive Officer Rail 39 - 420 5/17/2022 Exbbit A City ental Rehabilitation Program Deed of Trust EXHIBIT 5 EXHIBIT A LEGAL DESCRIPTION cil 39 — 421 5/17/2022 Exhibit A City ental Rehabilitation Program Deed of Trust EXHIBIT 5 PRELIMINARY REPORT Fidelity National Title Company Your Reference: Order No.: 997-30079690-TS4 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 10, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF SAID SECTION 10, 220 FEET WEST OF THE NORTHEAST CORNER OF SAID SECTION 10, RUNNING THENCE SOUTH PARALLEL TO THE EAST LINE OF SAID SECTION 10, 436 FEET; THENCE WEST PARALLEL TO THE NORTH LINE OF SAID SECTION 10, 150 FEET; THENCE NORTH PARALLEL TO THE EAST OF SAID SECTION 10, 436 FEET TO THE NORTH LINE OF SAID SECTION; THENCE EAST ALONG SAID NORTH LINE, 150 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN ALL OIL, GAS, ASPHALTUM, AND OTHER KINDRED SUBSTANCES AS RESERVED IN THAT CERTAIN DEED RECORDED DECEMBER 04, 1925 IN BOOK 617, PAGE 39 OF DEEDS, AND AS RESERVED IN THE DEED RECORDED JULY 03, 1925 IN BOOK 593, PAGE 215 OF DEEDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-FOURTH INTEREST IN ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES AND MINERALS AS RESERVED IN THAT CERTAIN DEED RECORDED APRIL 20, 1955 IN BOOK 3037, PAGE 204 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION OF LAND CONVEYED TO THE CITY OF SANTA ANA BY CONDEMNATION, RECORDED MARCH 04, 1999 AS INSTRUMENT NO. 19990156659 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 198-132-21 PARCEL 2: LOT 5 OF TRACT NO. 9536 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 400, PAGES 13 AND 14 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH PORTIONS OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 10, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, AS SAID SECTION IS SHOWN ON A MAP FILED IN BOOK 51, PAGE 12 OF MISCELLANEOUS MAPS, SHOWN AND DESCRIBED AS PARCEL 1 OF LOT LINE ADJUSTMENT NO. 2005-11 RECORDED JANUARY 13, 2006 AS INSTRUMENT NO. 2006029348 OF OFFICIAL RECORDS OF SAID COUNTY. EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF OF ALL OIL, GAS, ASPHALTUM, OR OTHER KINDRED SUBSTANCES IN, UPON, OR UNDER SAID PREMISES, AS CONVEYED TO CHARLES MENDENHALL BY DEED RECORDED FEBRUARY 16, 1922 IN BOOK 414, PAGE 192 OF DEEDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF OF ALL OIL, GAS, ASPHALTUM, OR OTHER KINDRED SUBSTANCES IN, UPON, OR UNDER SAID PREMISES, AS RESERVED BY CHARLES MENDENHALL, BY DEED RECORDED MAY 19, 1922 IN BOOK 423, PAGE 145 OF DEEDS. APN: 198-132-23 City COLwcil 39 — 422 5/17/2022 CLTA Prelll�inary F�eport Form —Modified (11/17/06) Page 3 EXHIBIT 5 Exhibit E: City/Rental Rehabilitation Program Loan Note City Council 39 — 423 5/17/2022 EXHIBIT 5 CITY RENTAL REHABILITATION PROGRAM LOAN NOTE SECURED BY SUBORDINATED DEED OF TRUST TO THE CITY OF SANTA ANA, CALIFORNIA (2530 & 2534 Westminster Avenue, Santa Ana, California) $386,523 1. PRINCIPAL AMOUNT OF LOAN. May 26, 2022 Santa Ana, California For value received, WESTVIEW HOUSE LP, a California limited partnership ("Borrower") promises to pay to the order of THE CITY OF SANTA ANA ("City"), at 20 Civic Center Plaza, 6th Floor, Santa Ana, California 92701, or at such other place as the City may from time to time designate in writing, or to the assignee of the City, the principal sum of THREE HUNDRED AND EIGHTY SIX THOUSAND, FIVE HUNDRED AND TWENTY THREE DOLLARS AND NO CENTS ($386,523.00) or so much thereof as shall be disbursed hereunder, with three percent (3%) simple interest per annum and commencing from the date of issuance of the Certificate of Completion. City and Borrower have heretofore entered into that certain Rental Rehabilitation Program Loan Agreement dated concurrently herewith (the "Loan Agreement"), pertaining to the acquisition, rehabilitation and/or construction of certain real property described in the Loan Agreement as the "Property," commonly known as 2530 and 2534 Westminster Avenue, Santa Ana, California, and the operation of the Property as affordable housing for Extremely -Low and Low Income households. This City Rental Rehabilitation Program Loan Note (the "Note") is made pursuant to, entitled to the benefits of and referred to as the City/Rental Rehabilitation Program Loan Note in the Loan Agreement; that certain "Affordability Restrictions on Transfer of Property" between Borrower and City, dated on or about the date hereof; and that certain Subordinated City/Rental Rehabilitation Program Deed of Trust and Assignment of Rents by Borrower for the benefit of City, dated on or about the date hereof (the "City Deed of Trust"). This Note, the Loan Agreement, the City Deed of Trust and the Affordability Restrictions on Transfer of Property are sometimes collectively referred to herein as the "Loan Documents." The Loan Documents and the rights and responsibilities thereto inure to the benefit of the City. Any capitalized term that is not otherwise defined herein shall have the meaning ascribed to such term in the Loan Agreement. 2. DEFINITIONS. For the purpose of calculating the payments to be made by Borrower to City pursuant to this Note, the following terms shall have the following respective meanings: "City Loan" shall mean the loan evidenced by this Note. ail 39 — 424 5/17/2022 City ental Rehabilitation Program Loan Note EXHIBIT 5 "City's Percentage" with reference to the Residual Receipts, shall mean 50% [or the prorated percentage of the total amount of funds contributed after Borrower retains fifty percent of the Residual Receipts, whichever is less], of the City's share of the total Residual Receipts from the Property, as further described in Section 5 hereof. If other lenders to the Property are also repaid from Residual Receipts, City's Percentage shall be reduced proportionally to the ratio that the original principal amount of the City Loan bears to the original principal amount of all loans being repaid from Residual Receipts multiplied by 50%. "Calendar Year" means each consecutive twelve (12) month period from January 1 to December 31. "Closing Costs" shall mean: (i) In the case of a Sale, reasonable brokerage commissions payable to a broker as a result of the Sale, which shall not in any event exceed the customary amount charged -for similar transactions in the immediate marketplace, costs of title insurance premiums, documentary stamp taxes, escrow fees, recording charges, loan repayment charges and other costs reasonably incurred with respect to the Property, in each case actually paid by Borrower as a condition of the Sale. (ii) In the case of a Refinancing, the reasonable and necessary costs of consummating such Refinancing, including, without limitation, loan fees, loan repayment charges, costs of title insurance premiums, escrow fees, recording fees, attorneys' fees and costs of Lender required repairs or reserves. "CPI" means United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index of Urban Wage Earners and Clerical Workers, Subgroup "All Items," for the Los Angeles -Riverside -Orange County area, 1982-84 = 100, or successor or equivalent index in case such index is no longer published. "Gross Revenues" shall mean all revenues and receipts of every kind actually received by Borrower from operating the Property, and all parts thereof, including, but not limited to, income from both cash and credit transactions, rental payments from leased and/or subleased spaces, governmental assistance housing payments or other operating subsidies, and parking fees and charges (but not including security deposits and other tenant deposits, except to the extent such deposits are forfeited to the Borrower under the tenant's lease). Gross Revenues does not include any insurance proceeds other than any rental interruption insurance proceeds. Any credit consideration shall be included in Gross Revenues at the time cash proceeds (principal, interest and/or other) are received. Borrower shall establish and maintain accounts for the Gross Revenues (the "'Project Accounts") that are segregated from revenues and income received by Borrower from all other projects. Gross Revenues shall also include all interest earned on the Project Accounts to the extent interest is released from the Project Accounts. Gross Revenues do not include the proceeds of any loans or capital contributions made to Borrower, Refinancing Proceeds or Sale Proceeds. 2 t*council 39 - 425 5/17/2022 City Rental Rehabilitation Program Loan Note EXHIBIT 5 "Interest" shall mean that the NOTE shall bear simple interest at the rate of Three percent (3%) per annum, from the date of issuance of the Certificate of Completion. "Operating Expenses" shall mean the sum of the following: (a) payments of principal and interest and all other charges payable on or with respect to the Senior Loan(s); (b) a property management fee no greater than sixty-five dollars ($65)/per unit/per year, increased annually by the lesser of. (i) three percent (3%); or (ii) prior Year CPI, beginning the year following the issuance of the first certificate of occupancy for the Project; (c) Partnership related fees that are actually incurred and are reasonable and customary to the partners of Borrower for similar projects in Southern California, and which may include: (i) the partnership management fee payable to the Administrative General Partner not to exceed seventeen thousand dollars ($17,000) per operating year and escalating at three percent (3%) per operating year; (ii) the partnership management fee payable to the Managing General Partner not to exceed three thousand five hundred dollars ($3,500) per operating year and escalating at three percent (3%) per operating year; and (iii) an investor asset management fee of seven thousand five hundred dollars ($7,500) per year, escalating at (A) three percent (3%) per operating year; (d) Deposits into required reserves required by any lender or Borrower's Partnership Agreement; (e) all other actual, reasonable cash operating costs and expenses, calculated on an annual basis, that are directly attributable to managing and operating the Property and the Borrower, including, without limiting the generality of the foregoing, the following: costs and expenses for real and personal property taxes, special assessments or similar charges; water, fuel, electricity and other utilities; heating, ventilation and air conditioning expenses; labor; supplies; tools; equipment; insurance; advertising and marketing; accounting and legal fees; brokerage commissions and other leasing expenses; reasonable reserves for all anticipated expenses as approved by the City; and other such items constituting operation, maintenance and repair costs actually paid by the Borrower, subject to the following conditions: (i) Depreciation, amortization, and accrued principal and interest expenses on deferred payment debt and capital improvement expenditures shall not be considered Operating Expenses, except as otherwise provided herein. (f) Any expenses, compensation or fees paid to any affiliate of Borrower shall only be included as Operating Expenses to the extent they are not in excess of the reasonable expenses, compensation or fees which would be payable to unrelated third parties in arms -length transactions for similar services in the Santa Ana, California area; (g) Any other expenses necessary to meet senior lender requirements it 39 — 426 5/17/2022 ity Rehabilitation Program Loan Note EXHIBIT 5 and requirements of Borrower's limited partner, or its assignee, as set forth in Borrower's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement"), including, without limitation, repayment of any loans to the Borrower by a partner or tax credit recapture or deficiency payments; (h) Deferred developer fees; and (i) A social services administrative fee; Director reserves the right to at any time review and approve each or any annual budget during the Term hereof, and any changes to any said annual budget reasonably requested by Director shall be promptly implemented by Borrower. Notwithstanding the foregoing, in no event shall Operating Expenses include any costs, fees, fines, charges, penalties, awards, judgments or expenses (including, but not limited to legal and accounting fees and expenses) that are due to or arising out of the Borrower's: (a) breach or default of this Loan, any Loan Document or any Senior Loan Document; (b) fraudulent acts or willful misconduct; or (c) breach or default under any other contract, lease or agreement pertaining to the Project. "Project" shall mean the acquisition and construction of the Property by Borrower pursuant to the Loan Agreement. "Property" shall mean the real property located at 2530 and 2534 Westminster Avenue, Santa Ana, California described in the City Deed of Trust. "Refinancing" shall mean changing the then existing financing on the Property by, without limitation, modifying final maturity date of the existing Senior Loan, increasing the stated maximum principal amount of the existing Senior Loan, paying off the existing Senior Loan in full and obtaining new Senior Loan. "Refinancing Proceeds" shall be as set forth in Section 7 hereof. "Residual Receipts" shall mean the Gross Revenues from the Property, for each year, less deductions for Operating Expenses from the Property, applicable to each such year to the extent not already deducted as an Operating Expense. "Sale" shall mean any transfer, assignment, conveyance or lease (other than to a tenant for occupancy or a transaction set forth in Section 11.3 hereof) of the Property or any portion thereof, or any interest therein by the Borrower, and includes any transfer, assignment or sale of any partnership interest in the Borrower by an individual or entity which is a general partner in the Borrower, or any interest by any individual or entity which holds an interest in any such general partner in the Borrower, which brings the cumulative total of all such direct and indirect transfers, assignments and sales by a general partner during the term of this Note to more than forty-nine percent (49%) of the ownership interests in the Borrower, and any such transfer, assignment or sale of a direct or indirect general partnership interest thereafter. Sale includes a sale in condemnation or under threat thereof. Sale does not include dedications and grants of easements to public and private 4 titycouncil 39 - 427 5/17/2022 City Rental Rehabilitation Program Loan Note EXHIBIT 5 utility companies of the kind customary in real estate development, nor transfers of Limited Partnership interests or transfers of General Partner interests caused by the removal of the General Partner pursuant to the terms of the Partnership Agreement. "Sale Proceeds" shall be as set forth in Section 8 hereof. "Senior Loan" shall mean the senior loan being made by Umpqua Bank, concurrent to the City Loan for payment of a portion of the Acquisition Costs, and shall include any subsequent loan that refinances the initial Senior Loan, and shall include any other loan recorded senior in priority to this City Loan "Term" the term for repayment of this Note shall mean fifty-five (55) years from the Certificate of Completion. 3. LOAN REPAYMENT. Borrower shall make payments to the City as provided in Sections 5 (Residual Receipts), 7 (Refinancing Proceeds), 8 (Sale Proceeds) and 10 (Accelerated Loan Repayment). 4. OPERATING CAPITAL IMPROVEMENT LOAN. If the replacement reserve account ("reserves") is depleted due to unforeseen repairs and the General Partner(s) makes a loan to the Borrower, the reserves must be fully funded to the balance of the reserve prior to disbursement for such unforeseen repairs prior to repayment of said loan. Such loan shall be repaid with net cash flow prior to the Residual Receipt split. The outstanding loan balance will be reflected in the annual report. 5. ANNUAL LOAN REPAYMENT. 5.1. After any deferred developer fee has been paid, as set forth hereinabove, the Borrower shall thereafter make a loan payment to the City annually, in the amount of the lesser of the outstanding balance due under this Note, plus any accrued interest thereon, or the City's Percentage of the Residual Receipts, as provided in this Section 5. 5.2. Within one hundred twenty (120) days after the year in which the construction of the Project is completed, and on or before the 120th day of each Calendar Year thereafter, the Borrower shall submit to the City a detailed statement of Gross Revenues and Operating Expenses attributable to the Property for the applicable Calendar Year, along with a computation of the amount of the Residual Receipts applicable to such Calendar Year with which to make a City Loan payment then due. 5.3. Except as otherwise provided in Section 4, the Borrower shall pay to the City the City's Percentage of the Residual Receipts as payment of principal and interest under this Note. The remaining amount of the Residual Receipts shall remain with the Borrower to be used by Borrower in accordance with the terms of the Partnership Agreement, including, without limitation, for distribution to the partners of the Borrower. 5 Sityouncil 39 - 428 5/17/2022 City Rental Rehabilitation Program Loan Note EXHIBIT 5 5.4. The Residual Receipts payment shall be made not later than one hundred fifty (150) days after the close of the Calendar Year. Such payment shall be applied first to the payment of all expenses, charges, costs and fees incurred by or payable to City by Borrower pursuant to the terms of the Loan Documents; second to any accrued but unpaid interest, if any; and third, to reduce the principal balance of the City Loan. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuation of an Event of Default (as such term is defined in the Loan Agreement), all amounts received by City from any party shall be applied in such order as City, in its sole discretion, may elect. 6. RESERVED. 7. LOAN REPAYMENT FROM REFINANCING PROCEEDS. The Borrower shall make a loan payment to the City from every approved Refinancing that occurs during the term of this Note not to exceed the outstanding balance of principal and interest on this Note, to the extent of the City's Percentage (50%) of the Refinancing Proceeds (if any). If any of the other soft lenders request a share of refinancing proceeds, the City shall split the City's Percentage (50%) of the Refinancing Proceeds on a pro rata basis with the other soft lender(s) that are requesting a share of the Refinancing Proceeds. The pro rata distribution shall be based on the initial principal balances of each respective soft loan of the soft lender(s) that are requesting a share of Refinancing Proceeds. If none of the other soft lenders request a share of the Refinancing Proceeds, the City shall receive the full 50% as the City's Percentage. The Refinancing Proceeds shall be calculated as follows: the cash proceeds from such Refinancing shall be applied first to pay Closing Costs; next, the amount necessary to pay in full all amounts owing on the Senior Loan; next, the Borrower shall pay to the City, the City's Percentage of the then remaining unapplied Refinancing Proceeds not to exceed the outstanding balance on this Note. The remaining Refinancing Proceeds shall remain with Borrower to be used by Borrower as determined in accordance with the terms of the Partnership Agreement, including, without limitation, for distribution to the partners of the Borrower. Such payment shall be due within 30 days of the date of such Refinancing, and shall be applied first to any accrued but unpaid interest, then to reduce the principal balance of the City Loan. The City shall not be required to reconvey the lien of the City Deed of Trust if Refinancing Proceeds are insufficient to repay the City Loan in full. 8. LOAN REPAYMENT FROM SALE PROCEEDS. The Borrower shall make a loan payment, not to exceed the outstanding balance of principal and interest on this Note, to the City from any approved Sale that occurs during the term of the City Loan, to the extent of the City's Percentage (50%) of the Sale Proceeds, as follows. If any of the other soft lenders request a share of Sale Proceeds, the City shall split the City's Percentage (50%) of the Sale Proceeds on a pro rata basis with the other soft lender(s) that are requesting a share of the Sale Proceeds. The pro rata distribution shall be based on the initial principal balances of each respective soft loan of the soft lender(s) that are requesting a share of Sale Proceeds. If none of the other soft lenders request a share of the Sale Proceeds, the City shall receive the full 50% as the City's 6 a�cil 39 — 429 5/17/2022 City Rental Rehabilitation Program Loan Note EXHIBIT 5 Percentage. The Sale Proceeds shall be calculated as follows: gross sale proceeds are applied first to pay Closing Costs, next to pay in full all amounts owing on the Senior Loan; next the Borrower shall pay to the City the City's Percentage of the then remaining unapplied Sale Proceeds, not to exceed the outstanding amount of principal and interest due on this Note. The remaining Sale Proceeds shall remain with Borrower. Such payment shall be due on the date of such Sale, and shall be applied first to any accrued but unpaid interest, then to reduce the principal balance of the City Loan. The City shall not be required to reconvey the lien of the City Deed of Trust if Sale Proceeds are insufficient to repay the City Loan in full. 9. BUY OUT OPTION. Prior to the initial disbursement under this Note, the Borrower shall grant to the City a right of first refusal (subject to any purchase option and/or right for first refusal granted to one or more of the General Partner(s) of the Borrower and any rights of the investor limited partner of Borrower under the Partnership Agreement) (the "City Right of First Refusal") to acquire the Property if Borrower desires to transfer the Property to an entity that is not affiliated with one or more of Borrower's general partners. The City Right of First Refusal shall be in form and substance acceptable to the City, shall comply with all applicable Tax Credit requirements and shall, at minimum, include that the purchase price will not be less than the amount of any bona fide third party offer received by Borrower. The City Right of First Refusal is hereby subordinated to the Senior Loan Deed of Trust and the other Senior Loan Documents, and in any event, the City Right of First Refusal shall automatically terminate, without any further action by Borrower, the City or any other party upon the initial disbursement under this Note. Senior Lender is hereby made a third party beneficiary of the immediately preceding sentence, and such sentence shall not be amended or deleted without Senior Lender's prior written consent. 10. ACCELERATED LOAN PAYMENT. The full principal amount outstanding plus accrued but unpaid interest thereon, shall be due and payable on the earlier to occur of the following: (a) Sale or Refinancing of the Property as provided further in Section 15 hereof; unless: (i) in the case of a Sale in which the City's Percentage of the Sale Proceeds are insufficient to repay in full the City Loan, the City approves such sale and the purchaser assumes the balance of the City Loan in accordance with the terms of this Note; or (ii) in the case of a Refinancing in which the City's Percentage of the Refinancing Proceeds are insufficient to repay in full the City Loan, the City approves such Refinancing and the Borrower remains obligated pursuant to the terms of this Note; (b) if an Event of Default occurs pursuant to Section 16 hereof; or (c) The date that is fifty-five (55) years after the date of execution of the Certificate of Completion. 7 00mil 39 — 430 5/17/2022 City ental Rehabilitation Program Loan Note EXHIBIT 5 11. PREPAYMENT. Borrower may prepay the outstanding principal balance under this Note, in whole or in part, together with any accrued but unpaid interest, if any, and other sums owed to the City under this Note, if any, at any time without penalty. In the event of prepayment by Borrower, the Loan Agreement (only with respect to any continuing obligations of Borrower that survive repayment in full of the loan) and the Affordability Restrictions on Transfer of Property shall remain intact, and shall be unaffected by the prepayment of this Note by the Borrower. 12. LAWFUL MONEY. Principal and interest are payable in lawful money of the United States of America. 13. APPLICATION OF PAYMENTS; LATE CHARGES. (a) Any payments received by the City pursuant to the terms hereof shall be applied first to sums, other than principal and interest, due the City pursuant to this Note, next to the payment of all interest accrued to the date of such payment, and the balance, if any, to the payment of principal. (b) If any payment is not received by the City within thirty (30) days following the due date thereof, then in addition to the remedies conferred upon the City pursuant to this Note and the other Loan Documents: (i) a late charge of four percent (4%) of the amount due and unpaid will be added to the delinquent amount to compensate the City for the expense of handling the delinquency; and (ii) the amount due and unpaid, excluding the late charge, shall bear interest at twelve percent (12%) per annum, or the maximum amount allowed by law, whichever is less, computed from the date on which the amount was due and payable until paid. Without prejudice to the rights of the City hereunder or under any of the other Loan Documents, Borrower shall indemnify the City against, and shall pay the City on demand, any expense or loss which it may sustain or incur as a result of the failure by Borrower to pay when due any installment of interest and/or principal, fees, or other amounts payable to the City under this Note or any other Loan Document, to the extent that any such expense or loss is not recovered pursuant to such foregoing provisions. A certificate of the City setting forth the basis for the determination of the amounts necessary to indemnify the City in respect of such expenses or direct loss, submitted to Borrower by the City, shall be conclusive and binding for all purposes except as corrected by Borrower notice to City within ten (10) days of receipt of such certificate from City. 14. SECURITY. This Note is secured by the City Deed of Trust. 15. ACCELERATION BY REASON OF TRANSFER OR FINANCING. 15.1. In order to induce City to make the City Loan evidenced hereby, Borrower Q t*o6ouncil 39 — 431 5/17/2022 City Rental Rehabilitation Program Loan Note EXHIBIT 5 agrees that in the event of any transfer of the Property without the prior written consent of City (other than a transfer resulting from a foreclosure, or conveyance by deed in lieu of foreclosure, by the holder of the Senior Loan Deed of Trust), City shall have the absolute right at its option, upon at least 30 days' prior written notice to Borrower, to declare all sums secured hereby immediately due and payable. Consent to one such transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. City may grant or deny such consent in its sole and absolute discretion and, if consent should be given, any such transfer shall be subject to this Section 15, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein. Such assumption shall release Borrower from all liability thereunder from and after the date of such assumption. 15.2. As used herein, "transfer" includes the Sale, agreement to sell, transfer or conveyance of the Property, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment land sale contract or similar instrument affecting all or a portion of the Property, or the lease of all or substantially all of the Property. 'Transfer' shall not include the leasing of individual residential units on the Property, so long as Borrower complies with the provisions of the Loan Agreement and the Affordable Housing Restrictions relating to such leasing activity, nor shall it include a conveyance of the Property to a limited partnership in which a general partner of Borrower or an affiliate of a general partner of Borrower is a general partner, or to a corporation that is wholly owned by the Borrower or a general partner of Borrower and that is formed for the sole purpose of owning and operating the Property, or the sale back to the Borrower. In the event of any Refinancing or partial Refinancing in an amount in excess of the balance of the Senior Loan, without the prior written consent of City (which consent City may grant or deny in its sole discretion), then the entire outstanding balance of the City Loan together with all accrued and unpaid interest, shall be repaid to the City at the time of each Refinancing or partial Refinancing. 15.3. For the avoidance of doubt, a "transfer" shall not include (i) a transfer of any general partner's interest in Borrower when made in connection with the exercise by the Borrower's limited partner (the "Limited Partner") of its rights upon a default by a general partner under the Borrower's Partnership Agreement or upon a general partner's withdrawal in violation of the Partnership Agreement, so long as the removal and substitution of the defaulting general partner is made within thirty (30) days of such default or, if such removal and substitution cannot reasonably be completed within thirty (30) days, so long as the Limited Partner commences to take action to remove and substitute the general partner with a reasonable period and thereafter diligently proceeds to complete such substitution; (ii) any transfer of the Property to the managing general partner of Borrower pursuant to the right of first refusal or to the general partners of Borrower pursuant to the purchase option, as provided for in the Partnership Agreement; (iii) any transfer of the Limited Partner's interest in accordance with the Partnership Agreement; and (iv) any sale, transfer or other disposition of an interest in a limited partner of the Borrower. 16. EVENT OF DEFAULT. a it 39 — 432 5/17/2022 City ental Rehabilitation Program Loan Note EXHIBIT 5 Subject to the provisions hereof, the occurrence of any of the following shall be deemed to be an event of default ("Event of Default") hereunder: (a) failure by Borrower to make any payments provided for herein, and if such default is not made good within the earlier of fifteen (15) days of written notice to Borrower of such default or thirty (30) days after such payment was due; or (b) failure by Borrower to perform any covenant or agreement in the City Deed of Trust, the Loan Agreement, or the Affordability Restrictions on Transfer of Property within thirty (30) days after written demand therefor by City (or, in the event that more than thirty (30) days is reasonably required to cure such default, should Borrower fail to promptly commence such cure, and diligently and continuously prosecute same to completion). 17. CURE BY LIMITED PARTNER. The City acknowledges that the Limited Partner of Borrower shall have the right, but not the obligation to cure any default hereunder. Any cure made or tendered by such Limited Partner shall be accepted as if made by Borrower. 18. REMEDIES. Upon the occurrence and during the continuance of an Event of Default, after any applicable notice has been provided and the expiration of any applicable cure period therefore, City may declare all sums evidenced hereby immediately due and payable by delivery to the Trustee named in the City Deed of Trust securing this Note, and to Borrower, written declaration of default and demand for sale, and written notice of default and of election to cause the Property to be sold, which notice Trustee shall cause to be duly filed for record and City may foreclose on the City Deed of Trust. City shall also deposit with Trustee the City Deed of Trust, this Note and all documents evidencing expenditures secured thereby and evidenced hereby. No delay or omission on the part of the City in exercising any right under this Note or under any of the other Loan Documents shall operate as a waiver of such right. 19. ATTORNEYS' FEES. If this City Loan Note is not paid when due or if any Event of Default occurs, Borrower promises to pay all costs of enforcement and collection, including but not limited to, reasonable attorneys' fees, whether or not any action or proceeding is brought to enforce the provisions hereof. 20. SEVERABILITY. Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared by a court of competent jurisdiction, to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. 21. CALCULATION OF INTEREST. In ouncil 39 — 433 5/17/2022 City ental Rehabilitation Program Loan Note EXHIBIT 5 Interest hereunder shall be calculated on the basis of a three hundred sixty (360) day year consisting of twelve (12) months of thirty (30) days each, except that interest due and payable for a period less than a full month shall be calculated by dividing (a) the product of (i) the actual number of days elapsed in such period, (ii) the outstanding principal balance hereunder during that period and (iii) the Note interest rate in effect hereunder during that period by (b) 360. 22. NUMBER AND GENDER. In this Note the singular shall include the plural and the masculine shall include the feminine and neuter gender, and vice versa, if the context so requires. 23. NON -RECOURSE. The City Loan is a nonrecourse obligation of the Borrower. Neither Borrower nor any other party, including Borrower's partners, shall have any personal liability for repayment of the City Loan or for any other amounts under any of the documentation evidencing, securing or describing the City Loan. The sole recourse of City under this Note and the City Deed of Trust for repayment of the City Loan and for such other amounts arising therefrom shall be the exercise of its rights against the Property and related security thereunder. 24. SUBORDINATION. Any agreement by the City to subordinate the City Deed of Trust and/or Regulatory Agreements to an encumbrance securing and/or evidencing Approved Financing (each such Approved Financing, a "Senior Loan"), will be subject to the satisfaction of each of the following conditions: 1. All of the proceeds of the proposed Senior Loan, less any transaction costs, are used to provide acquisition, construction and/or permanent financing for the Project, or any combination thereof; 2. The proposed lender of a Senior Loan (each a "Senior Lender") must be a state or federally chartered financial institution, a nonprofit corporation or a public entity that is not affiliated with Borrower; 3. Borrower demonstrates to the City's satisfaction that subordination of the City Deed of Trust and/or Affordability Restrictions on Transfer of Property is necessary to secure adequate acquisition, construction and/or permanent financing to ensure the viability of the Project, including the operation of the Project as affordable housing, as required by the Loan Documents. To satisfy this requirement, Borrower must provide to the City, in addition to any other information reasonably required by the City, evidence demonstrating that the proposed amount of the Senior Loan is necessary to provide adequate construction and/or permanent financing to ensure the viability of the Project, and adequate financing for the Project would not be available without the proposed subordination; t*o6ouncil 39 — 434 5/17/2022 City Rental Rehabilitation Program Loan Note EXHIBIT 5 4. The subordination agreement(s) is structured to minimize the risk that the City Deed of Trust and/or Affordability Restrictions on Transfer of Property will be extinguished as a result of a foreclosure by the Senior Lender or other holder of the Senior Loan. To satisfy this requirement, the subordination agreement must provide the City with adequate rights to cure any defaults by Borrower, including: (i) providing the City or its successor with copies of any notices of default at the same time and in the same manner as provided to Borrower; and (ii) providing the City with a cure period of at least sixty (60) days to cure any default; 5. The subordination(s) of the City Loan is effective only during the original term of the Senior Loan and any extension of its term that is approved in writing by the City; 6. No subordination may limit the effect of the City Deed of Trust and/or the Affordability Restrictions on Transfer of Property before a foreclosure, nor require the consent of the Senior Lender prior to the City exercising any remedies available to the City under the Loan Documents; and 7. Upon a determination by the City Executive Director that the conditions in this Section have been satisfied, the Executive Director or his/her designee, will be authorized to execute the approved subordination agreement without the necessity of any further action or approval by the City Council. Execution of any subordination agreement will evidence and constitute the determination of the City that all requirements of this Section have been satisfied or waived. Notwithstanding anything to the contrary contained in the Loan Documents, with prior 30-days written notice to City, Borrower may refinance the Senior Loan with a non- profit, commercial, governmental or institutional lender without the prior consent of the City ("Refinanced Senior Indebtedness"), and the City hereby agrees to subordinate the lien of its Deed of Trust (but not the Affordability Restrictions on Transfer of Property) to the Refinanced Senior Indebtedness and the lien of any deed of trust or mortgage securing the Refinanced Senior Indebtedness, provided that the principal balance of the Refinanced Senior Indebtedness does not exceed the then outstanding principal balance of the Senior Loan plus the costs incurred in securing the Refinanced Senior Indebtedness. 25. RESERVED. 26. RESERVED. 27. FORCE MAJEURE. Notwithstanding specific provisions of this Note, performance hereunder shall not be deemed to be in default where delays or defaults are due to: war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; acts of God or other deities; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; titycouncil 39 — 435 5/17/2022 City Rental Rehabilitation Program Loan Note EXHIBIT 5 inability to secure necessary labor, materials or tools; delays of any contractor or supplier; acts of the other party; acts or failure to act of the City or any other public or governmental City or entity (except that any act or failure to act of City shall not excuse performance by City); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time the party claiming such extension gives notice to the other party, provided notice by the party claiming such extension is given within thirty (30) days after the commencement of the cause. Times of performance under this Note may also be extended in writing by the City and the Borrower. 28. ASSIGNMENTS. The City, and the assignee of the City, shall have the right to assign this Note and the City Deed of Trust securing this Note, without any further act of Borrower. The assignee shall give notice to Borrower as soon as practicable after such assignment. {signatures on following page) it 39 — 436 5/17/2022 City ental Rehabilitation Program Loan Note EXHIBIT 5 This Note is hereby agreed to and executed on the date first set forth above. "BORROWER" Westview House LP, a California limited partnership By: Westview House CDP LLC, a California limited liability company Its: Administrative General Partner By: Community Development Partners, a California corporation Its: Sole Managing Member By: Kyle Paine Its: President By: Westview Mercy House CHDO, LLC, a California limited liability company Its: Managing General Partner By: Mercy House CHDO, Inc., a California nonprofit public benefit corporation Its: Sole Managing Member By: Lawrence G. Haynes, Jr. Its: Chief Executive Officer la it 39 — 437 5/17/2022 City ental Rehabilitation Program Loan Note EXHIBIT 5 Exhibit F: Affordability Restrictions on Transfer of Property City Council 39 — 438 5/17/2022 EXHIBIT 5 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, California 92702 Attention: Clerk of the Council SPACE ABOVE THIS LINE FOR RECORDING USE FREE RECORDING REQUESTED [Government Code Section 6103] RENTAL REHABILITATION PROGRAM AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (2530 & 2534 Westminster Avenue, Santa Ana, California) THESE RENTAL REHABILITATION PROGRAM AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (the "Restrictions") are entered into as of May 26, 2022, by and between and Westview House LP, a California limited partnership ("Developer"), and the City of Santa Ana, a charter city and municipal corporation ("City"). RECITALS: A. Developer is the owner of that certain real property located at 2530 and 2534 Westminster Avenue ("Property"), located in the City of Santa Ana, more particularly described in Exhibit A, which is attached hereto and incorporated herein by this reference. B. The Developer and the City have entered into that certain Rental Rehabilitation Program Loan Agreement, dated on or about the date hereof ("Loan Agreement"), for the purpose of providing eighty-four (84) units of housing that will be affordable to Extremely Low Income and Low Income households ("Restricted Units"), with one un-restricted unit reserved for an on -site manager, to which these Restrictions are attached as Exhibit F (any capitalized term that is not otherwise defined in these Restrictions shall have the meaning ascribed to such term in the Loan Agreement). C. The Loan Agreement provides, among other things, for the use of the Property for affordable housing with all Restricted Units being restricted to Extremely Low Income and Low Income households, at Affordable Rent(s). D. The Loan Agreement contains certain provisions relating to the use of the Property. 1 it 39 — 439 5/17/2022 City ental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 NOW, THEREFORE, CITY AND DEVELOPER COVENANT AND AGREE AS FOLLOWS: 1. Developer covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof) that Developer, such successors, and such assigns shall use the Property exclusively to provide affordable housing of Extremely Low Income and Low Income households, as provided in these Restrictions and in the Loan Agreement. 2. Developer, for itself and its successors and assigns, hereby covenants and agrees that all of the apartments in the Property (less one manager's unit) (the "Units") shall be rented exclusively, at Affordable Rent, to Extremely Low Income and Low Income households to the extent provided for herein. Area median income levels and Affordable Rents are subject to adjustment from time to time as provided in Section 3 below. 3. AFFORDABILITY REQUIREMENTS, USE AND MAINTENANCE OF THE PROPERTY 3.1. Use Covenants and Restrictions. (a) The Project shall consist of eighty-five (85) units, including one (1) on -site manager's unit. Developer agrees and covenants, which covenants shall run with the land and bind Developer, its successors, its assigns and every successor in interest to the Property that Developer will make all Restricted Units on the Property available to Extremely Low Income households and Low Income households at rents affordable to such households for fifty-five (55) years from the issuance of the Certificate of Completion. The City permits the Developer to limit the eligibility and/or give preference to a particular segment of the population in accordance with applicable state and federal laws. (b) At initial lease up, households in the Restricted Units cannot earn more than the Extremely Low Income limits and the Low Income limits as published by HUD for the Orange County, California PMSA, adjusted for household size. Rental increases shall be in conformance with federal and state law. (c) The rents for the Restricted Units must not exceed the applicable rents for the 30% Income Level for the Extremely Low Income Units and the 60% Income Level for the Low Income Units as published by the California Tax Credit Allocation Committee (TCAC). (d) Twenty-six (26) Extremely Low Income Units, consisting of twenty-three (23) one -bedroom units and three (3) two -bedroom units, shall be designated as permanent supportive housing units for persons experiencing chronic homelessness (PSH Units). (e) Maximum Occupancy will be two (2) people per room plus one (1). Example for a two -bedroom unit, five (5) people would be maximum occupancy. (f) Developer must have a written lease between tenant and owner for 2 ouncil 39 — 440 5/17/2022 City ental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 a period of at least one year, unless a shorter period is mutually agreed upon. Leases must be consistent with Section 7. 3.2. Affordability Levels/Unit Mix: The affordability levels/unit mix for the Restricted Units in the Project are as follows: Unit Size 30% TCAC AMI 60% TCAC AMI Total No. Units Current Rent No. Units Current Rent 1 Bedroom 23 $756 23 2 Bedroom 3 $908 3 3 Bedroom 21 $1,049 13 $2,098 34 4 Bedroom 16 $1,170 8 $2,341 24 Total 63 21 84 The remaining unit will be an un-restricted 2-bedroom unit reserved for the onsite manager. (1) Annually with the financial statements, the Developer shall provide an annual report of rents and occupancy of all Restricted Units to verify compliance with affordability requirements The affordable rents charged at the Project for the Restricted Units must comply with the more stringent of the standards set forth by TCAC and the requirements of Section 6(b) of the CSCDA Regulatory Agreement, as defined in Section 24 hereof.. A utility allowance must be deducted from the maximum affordable rent charged at the Project for each Restricted Unit. Initial rents may be recalculated to allowable rental amounts at the time of initial lease -up following completion of construction in accordance with any changes in allowable rent and income tables as published by HUD and TCAC. 3.3. Rent Increases. On an annual basis, the City shall provide Developer with the maximum allowable schedule of rents for the Property in accordance with changes in allowable rent and income tables published by HUD and TCAC. In no event can Developer charge any tenant more than such amount. All rent increases on the Restricted Units are subject to City approval pursuant to the terms of this Section. No later than sixty (60) days prior to the proposed implementation of any rent increase, Developer shall submit to the City a schedule of any proposed increase in the rent. The City will disapprove a rent increase if it does not comply with the restrictions set forth in Section 3.2 above. (a) Termination of Tenancy. Developer may not terminate the tenancy 39 — 441 5/17/2022 City Rental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 or refuse to renew the lease of tenant except for serious or repeated violation of the terms and conditions of the Lease; for violation of applicable federal, state, or local law; for completion of the transitional housing tenancy period (if the housing is transitional); or for other good cause. Any termination or refusal to renew must be preceded by not less than thirty (30) days by the Developer's service upon the tenant of a written notice specifying the grounds for the action. (b) Non -Qualifying Adjusted Income. Subject to the applicable requirements and provisions of, and changes to, Section 42 and 142(d) of the Internal Revenue Code of 1986, as amended (the "Code"), if, upon recertification of the income of a tenant of a Restricted Unit, the Developer determines that a tenant has an adjusted income exceeding 30% of the applicable Median Income for the Area or 60% of the applicable Median Income for the Area, as applicable, in each case, adjusted for household size as provided in Section 3.2 above, such tenant may be permitted to continue to occupy the Restricted Unit at the rental rate as provided for in Section 3.2 above, until the tenant chooses to vacate the Restricted Unit. After the Restricted Unit is vacated, the Restricted Unit shall be re -rented to a tenant pursuant to the terms, covenants and conditions of these Restrictions. 3.4. Loss of Project -Based Voucher Subsidy. It is anticipated that during the Term of Agreement the Project will maintain not less than 26 Project -Based Voucher ("PBV") Restricted Units ("PBV Restricted Units"), supported by Project -Based Section 8 rental subsidy payments ("Rental Subsidy"). If, during the Term of Agreement, there is a reduction, termination or nonrenewal of the Rental Subsidy through no fault of Developer, such that the Rental Subsidy shown on the Project Budget is no longer available (or available in a lesser amount), Developer may request approval of the City (a) to remove the PSH designation for one or more of the twenty-six (26) PSH Units, (b) to allow households with adjusted incomes that do not exceed sixty percent (60%) of AMI, adjusted for actual household size, to occupy the extremely -low income units (i.e., a unit previously restricted to households with adjusted incomes that do not exceed 30% of AMI), and (c) to increase the rent on one or more of the PBV Restricted Units, to rents that are affordable to households with an adjusted income that does not exceed sixty percent (60%) of AMI, adjusted for household size appropriate for the PBV Restricted Unit. Any requested removal of the PSH Unit designation and/or any requested rent increase is subject to the following requirements: (a) concurrently with the request, Developer shall provide the City with evidence of the anticipated reduction, termination, or nonrenewal of the Rental Subsidy; (b) a Management Plan (as defined in Section 6.1(d) of the Loan Agreement) for the Project for the City's approval pursuant to Sections 6.1(d) and Exhibit G of the Loan Agreement, showing the impact of the loss or reduction of the Rental Subsidy; (c) a proposed operating budget reflecting the rent increases (the "Operating Budget"); and (d) a description of efforts to obtain alternate sources of rent. The number of PBV Restricted Units subject to the rent increase and the amount of the proposed increase may not be greater than the number or amount required to ensure that the Project generates sufficient income to cover its operating costs, required deposits to replacement 4 "Council 39 — 442 5/17/2022 City Rental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 reserves, and debt service on approved financing as shown on the Operating Budget, and as is necessary to maintain the financial stability of the Project. In addition, upon a reduction, termination or nonrenewal of the Rental Subsidy as described above, Developer hereby agrees to the following: (a) Developer shall use good faith commercially reasonable efforts to obtain alternative sources of rental subsidies and shall provide the City with annual progress reports on efforts to obtain alternative sources of rental subsidies that would allow the rents to be reduced. Upon receipt of any alternative rental subsidies, Developer shall reduce the rents back to the original restrictions to the extent that the alternative rental subsidies provide sufficient income to cover the operating costs, required replacement reserves and debt service of the Project as shown on the Operating Budget. (b) Developer shall provide tenants in the PBV Restricted Units with notice of any rent increase pursuant to this Section 3.4, and shall notify the tenant that if they have received a tenant -based voucher from the Housing Authority of the City of Santa Ana they may use the tenant -based voucher for their PBV Restricted Unit. (c) All rent increases for the PBV Restricted Units are subject to City approval pursuant to the terms of this Section 3.4. No later than sixty (60) days prior to the proposed implementation of any rent increase, Developer shall submit to the City a schedule of any proposed increase in the rent. The City will disapprove a rent increase if it does not comply with the restrictions set forth in this Section 3.4. Notwithstanding the foregoing, rent increases for the PBV Restricted Units shall be subject to review and approval of the City. Developer shall give tenants of all PBV Restricted Units written notice at least sixty (60) days prior to any rent increase. 3.5. Reserved. 4. Developer, its successors and assigns shall not charge rents for the Restricted Units in excess of the amounts set forth herein, as adjusted on the basis of the revised schedules of area median incomes issued from time -to -time by HUD. The City shall notify Developer in writing of the adjusted allowable maximum incomes and rents. 5. Developer shall adopt and include as part of its Management Plan (described in Section 11 below), written tenant selection policies and criteria for the Restricted Units that meet the following requirements: 5.1. Are consistent with the purpose of providing housing for Extremely Low and Low Income households; 5.2. Are reasonably related to program eligibility and the applicants' ability to perform the obligations of the lease; 5.3. Give reasonable consideration to the housing needs of households that S 1E, ouncil 39 — 443 5/17/2022 City Rental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 would have a preference under 42 CFR §906.211 (Federal selection preferences for admission to Public Housing); 5.4. Provide for: (a) The selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; and (b) The prompt written notification to any rejected applicant of the grounds for any rejection; 5.5. Subject to compliance with applicable California and federal fair housing laws and Section 142(d) and Section 42 of the Code, local preference for Santa Ana residents and workers in tenant selection shall be a requirement of the Project. Subject to applicable laws and Section 142(d) and Section 42 of the Code and regulations governing nondiscrimination and preferences in housing occupancy required by HUD or the State of California, as well as the City of Santa Ana Affordable Housing Funds Policies and Procedures, the Developer shall give preference in leasing units in the following order of priority: (a) First priority shall be given to persons who have been permanently displaced or face permanent displacement from housing in Santa Ana as a result of any of the following: (i) A redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) -- applicable only to projects funded by the Low and Moderate Income Housing Asset Fund; (ii) Ellis Act, owner -occupancy, or removal permit eviction; (iii) Earthquake, fire, flood, or other natural disaster; (iv) Cancellation of a Housing Choice Voucher HAP Contract by property owner; or (v) Governmental Action, such as Code Enforcement. (b) Second priority shall be given to persons who are either: (i) Residents of Santa Ana; and/or (ii) Working in Santa Ana at least 32 hours per week for at least the last 6 months. The Restricted Units will still be available to the general public, as required under Section 142(d) of the Code and Section 42 of the Code, and these preferences do not restrict the availability of the units to the general public. 5.6. Carry out the Affirmative Marketing procedures of the City of Santa Ana, which are designed to provide information and otherwise attract eligible persons from all racial, ethnic and gender groups in the housing market area to the units. . 6 �a�cil 39 — 444 5/17/2022 City Rental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 6. Developer, its successors and assigns, shall not refuse to lease a unit to a holder of a rental voucher under 24 CFR part 982 (Housing Choice Voucher Program) or to a holder of a comparable document evidencing participation in a federally funded tenant -based assistance program because of the status of the prospective tenant as a holder of such certificate of family participation, rental voucher, or comparable tenant -based assistance document. Total rents charged to the tenant for the tenant's share of rent shall not exceed the allowable rents as described above. 7. Any lease of any of the units must be for not less than one year, unless by mutual agreement between the tenant and the Developer. Should the tenant and Developer agree to a term of less than one year, said agreement shall be expressed in some type of written form, signed by the tenant, and maintained in the tenant's rental file held by the Developer. The lease may not contain any of the following provisions (in which references to "owner" shall mean the Developer, its successors or assigns): 7.1. Agreement by the tenant to be sued, to admit guilt, or to a judgment in favor of the owner in a lawsuit brought in connection with the lease; 7.2. Agreement by the tenant that the owner may take, hold, or sell personal property of household members without notice to the tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the housing Unit after the tenant has moved out of the Unit. The owner may dispose of this personal property in accordance with state law; 7.3. Agreement by the tenant not to hold the owner or the owner's agent legally responsible for any action or failure to act, whether intentional or negligent; 7.4. Agreement of the tenant that the owner may institute a lawsuit without notice to the tenant; 7.5. Agreement by the tenant that the owner may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties; 7.6. Agreement by the tenant to waive any right to a trial by jury; 7.7. Agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and 7.8. Agreement by the tenant to pay attorney's fees or other legal costs even if the tenant wins in a court proceeding by the owner against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. 7 it 39 — 445 5/17/2022 City ental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 8. Developer, its successors or assigns, must adhere to state law requirements with regard to termination of tenancy. 9. Developer shall maintain the improvements on the Property in compliance with all applicable housing quality standards [24CFR 92.504 (c)(6)] and state and local code requirements (California Health and Safety Code section 33418), and shall keep the Property free from any unreasonable accumulation of debris or waste materials. Developer shall also maintain in a healthy condition any landscaping planted on the Property. 10. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, mental or physical disability, marital status, national origin or ancestry in the sale, lease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property, as required by the Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. 3601-20) and all implementing regulations, and the Age Discrimination Act of 1975, and all implementing regulations. 11. Not later than fifteen (15) business days prior to the Close of Escrow, Developer shall submit to the Executive Director a Management Plan in a form that is acceptable to the Executive Director, including, but not limited to, the components listed below. Approval of the Management Plan must be obtained from the Executive Director not later than the time for the Close of Escrow. Developer shall manage the Restricted Units in accordance with the approved Management Plan, including such amendments as may be approved in writing from time to time by the Executive Director, for the term of the income and rent restrictions contained in these Restrictions. The components of the Management Plan shall include: 11.1. Management Agent. Developer shall submit the name and qualifications of the proposed Management Agent. The Executive Director shall approve or disapprove the proposed Management Agent in writing based on the experience and qualifications of the Management Agent. 11.2. Management Agreement. Developer shall submit a copy of the proposed management agreement specifying the amount of the management fee, and the relationship and division of responsibilities between Developer and Management Agent. 11.3. Annual Budget and Projected Cash Flows. Prior to the Closing, and annually thereafter not later than seventy-five (75) days after the close of each calendar year thereafter until the Loan is repaid in full, Developer shall submit a projected operating budget and cash flow to the Executive Director. The budget and cash flow shall be in a form that is acceptable to the Executive Director. 11.4. Tenant Selection Policies. Developer shall include in the Management Q � ouncil 39 — 446 5/17/2022 City Rental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 Plan the tenant selection policies in accordance with Section 5, above. 12. If at any time the City determines that the units are not being managed or maintained in accordance with the approved Management Plan, the City shall send the Developer a detailed description of the management deficiencies (a "Deficiency Notice"). If the deficiencies set forth in the Deficiency Notice are not cured within sixty (60) days (or such longer period as may be reasonably required to cure the deficiency), the Executive Director may require Developer to change management practices or to terminate the management contract and designate and retain a different management agent. The management agreement shall provide that it is subject to termination by Developer without penalty, upon thirty (30) days prior written notice, at the direction of the Executive Director upon failure to cure a Deficiency Notice within the time period specified above. Within thirty (30) days following a direction of the Executive Director to replace the management agent in accordance with the terms hereof, the Developer shall select another management agent or make other arrangements satisfactory to the Executive Director or designee for continuing management of the units. 12.1. Marketing Plan. The marketing plan will apply to all of the units in the Project, except the one manager's unit. The Developer shall submit a marketing plan for review and approval by the Executive Director which approval will not be unreasonably withheld, conditioned or delayed. The marketing plan must contain procedures that ensure marketing of the Restricted Units to Extremely Low Income and Low Income households throughout the City. Such procedures shall be applicable for initial rent -up and ongoing marketing of the units throughout the term of these Restrictions. Developer shall advertise vacancies of the Restricted Units in general distribution newspapers that circulate throughout the City. Where the Developer utilizes other forms of advertising, such advertising shall also be distributed throughout the City. 13. The covenants established in these Restrictions and any amendments hereto approved by the City and Developer shall, without regard to technical classification and designation, be binding for the benefit and in favor of the City and their respective successors and assigns. These Restrictions shall remain in effect for fifty-five (55) years from the issuance of the Certificate of Completion. In its discretion, the City may defer repayment of the Loan or the City may agree to such reasonable modifications to the requirements of these Restrictions, as they may determine are necessary for the continued maintenance and operation of the Restricted Units. The covenants against discrimination shall remain in effect for the period of these Restrictions. 14. Developer shall not request disbursement of Rental Rehabilitation Program funds until the funds are needed to pay eligible costs. The City shall have the right to disapprove any request if the City determines the request is for an ineligible item or is otherwise not in compliance with or inconsistent with the Loan Agreement and these Restrictions [24 CFR 92.504 (c)(10)]. 9 it 39 — 447 5/17/2022 City ental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 15. Maintenance; Compliance with Law. During the term of these Restrictions, Developer agrees to maintain all interior and exterior improvements, including landscaping, on the Project in good condition, repair and sanitary condition (and, as to landscaping, in a healthy condition) and in accordance with any Management Plan approved by the City under these Restrictions (including without limitation any landscaping and signage), as the same may be amended from time to time, and all other applicable laws, rules, ordinances, orders, and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus, and officials. Developer acknowledges the great emphasis the City places on quality maintenance to protect its investment and to provide quality low income housing for its constituents and to ensure that all City subsidized affordable housing projects within the City are not allowed to deteriorate due to deficient maintenance. In addition, Developer shall keep the Project free from all graffiti and any accumulation of debris or waste material. Developer shall promptly make all repairs and replacements necessary to keep the Project in good condition and repair and shall promptly eliminate all graffiti and replace dead and diseased plants and landscaping with comparable approved materials. In the event that Developer breaches any of the covenants contained in this Section 15 and such default continues for a period of five (5) days after written notice from the City (with respect to graffiti, debris, waste material, and general maintenance) or thirty (30) days after written notice from the City (with respect to landscaping and building improvements), then the City, in addition to whatever other right or remedy it may have under the Loan Agreement, the other Loan Documents, these Restrictions or at law or in equity, shall have the right to enter upon the Project and perform or cause to be performed all such acts and work necessary to cure the default. Pursuant to such right of entry, the City shall be permitted (but is not required) to enter upon the Project and perform all acts and work necessary to protect, maintain and preserve the improvements and landscaped areas on the Project. Developer shall promptly pay to the City, as applicable, the amount of the expenditure arising from such acts and work of protection, maintenance, and preservation by the City and/or costs of such cure, including a fifteen percent (15%) administrative charge. 16. Developer shall prepare, maintain and submit to the City, as appropriate, the following records and reports in compliance with 24 CFR 92.504 (c)(12): 16.1. Annual Reports. Developer shall file with the City an Annual Report (herein referred to as the "Annual Report") by June 15th of each calendar year, commencing with the end of the calendar year (or portion thereof) in which the Real Estate Closing occurs. The Annual Report shall contain a certification by Developer as to such information as the City Executive Director may then require, including, but not limited to, the following: (a) The fiscal condition of the Project, including the Annual Budget and Project Cash Flow report required by Section 11.3 which shall include a financial statement for the previous calendar year that includes a balance sheet and a profit and loss statement In "'Council 39 — 448 5/17/2022 City Rental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 indicating any surplus or deficit in operating accounts; a detailed itemized listing of income and expenses; and the amounts of any fiscal reserves. Such Annual Budget and financial statement shall be prepared in accordance with generally accepted accounting practices. The City Executive Director may require that the financial statement be audited at Developer's expense by an independent certified public accountant acceptable to the Executive Director. (b) Any substantial physical defects in the Project, including a description of any major repair or maintenance work undertaken or needed in the previous and current years. Such statement shall describe what steps Developer has taken in order to maintain the Project in a safe and sanitary condition in accordance with applicable housing and building codes and the property standards set forth in 24 CFR 92.251. (c) The occupancy of the units indicating the income of each current resident and the current rents charged each resident and whether those rents include utilities, including records that demonstrate that the Project meets the requirements of 24 CFR 92.253 for tenant and participant protection and these Restrictions. (d) General management performance, including tenant relations and other relevant information. (e) Records that demonstrate that the units meet the affordability requirements of 24 CFR 92.252, for the required period of affordability. (f) Evidence of a currently paid hazard insurance policy in accordance with the requirements of Section 3 of the City/Rental Rehabilitation Program Deed of Trust, with a loss payable endorsement naming the City as a loss payee(s) together with other approved lenders (as their interests may appear), with a "Replacement Cost Endorsement" in amount sufficient to prevent Developer or City from becoming a co- insurer under the terms of the policy, but in any event in an amount not less than 100% of the then full replacement cost, to be determined at least once annually and subject to reasonable approval by the Executive Director. (g) Evidence of a currently paid liability insurance policy, naming the City as additional insured and in a form approved by the City Attorney with coverage as described in the Loan Agreement. (h) Termite reports pertaining to the Property every fifth (51h) year. (i) Such other information as may be reasonably required by the Executive Director or his/her designee. 16.2. Records and Audits. Developer shall maintain the following general program records, and make them available for inspection by the City, the State or HUD: (a) records which demonstrate that the project meets the property standard specified in 24 CFR 92.251; Ll 39 — 449 5/17/2022 City Rental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 (b) records which demonstrates that the project meets the requirements of 24 CFR 92.252; (c) records which demonstrate compliance with the tenant and participant protections, as specified in 24 Section 29.253; (d) records which demonstrate compliance with the Equal Opportunity and Fair Housing requirements outlined in these Restrictions. (i) Intentionally omitted; (ii) documentation of actions undertaken to meet the equal opportunity requirements of 24 CFR 92.350, which implements Section 3 of the Housing Development Act of 1968, as amended (12 U.S.C. 1701u); (iii) documentation and data on the steps taken to implement Developer's outreach programs to minority -owned and women -owned businesses to meet the minority outreach requirements of 24 CFR 92.350; (e) documentation of the steps taken to carry out an affirmative marketing program in accordance with 24 CFR 92.351, if applicable; (f) if applicable, records which demonstrate compliance with the requirements relating to relocation of displaced persons, as described in 24 CFR 92.353. At a minimum, these shall include project occupancy lists identifying the name and address of all persons occupying the project property up until the date of the Real Estate Closing (i.e., the date on which Developer obtained site control); (g) if applicable, records concerning lead -based paint in accordance with 24 CFR 92.355; (h) if applicable, records which support any requests for waivers of the conflict of interest prohibition as stated in 24 CFR 92.356; (i) records of certifications of contractor qualifications as they relate to the debarment and suspension requirement as stated in 24 CFR 92.357 and 24 CFR Part 24; and 0) any other reports issued by other monitoring agencies. 16.3. All records pertaining to each calendar year of Rental Rehabilitation Program funds must be retained for the most recent five year period, except that records of individual tenant income verifications, project rents and project inspections must be retained for the most recent five year period, until five years after the affordability period terminates (24 CFR 92.508). Developer shall cooperate with the City to retain all books and records relevant to the Loan Agreement for a minimum of five years after the expiration of the Loan Agreement and any and all amendments hereto, or for five years after the conclusion or resolution of any and all audits or litigation relevant to the Loan 12 til 39 — 450 5/17/2022 City Rental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 Agreement, whichever is later. The City, the State, the Office of the Auditor General of HUD, and/or their representatives shall have unrestricted reasonable access to all locations, books, and records for the purpose of monitoring, auditing, or otherwise examining said locations, books, and records with or without prior notice. 16.4. If so directed by the City, the State or HUD upon termination of the Loan Agreement, Developer shall cause all records, accounts, documentation and all other materials relevant to the work to be delivered to the City, the State or HUD, as depository. 16.5. All records, accounts, documentation and other materials relevant to the Project shall be accessible at any time to the authorized representatives of the City, the State or HUD, on reasonable prior notice, for the purpose of examination or audit. 16.6. Pursuant to 24 CFR Part 44, the City shall perform an annual audit at the close of each calendar year in which these Restrictions are in effect. Developer shall reasonably cooperate with City in performing such audit. 17. If an event of default occurs under the terms of these Restrictions, prior to exercising any remedies hereunder, City shall give Developer written notice of such default. If the default is reasonably capable of being cured within thirty (30) days, Developer shall have such period to effect a cure prior to exercise of remedies by the City under these Restrictions. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Developer: (i) initiates corrective action within said period; and (ii) diligently, continually, and in good faith works to effect a cure as soon as possible, then Developer shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by City. Any cure made or tendered by such limited partner shall be accepted as if made by Developer. The City is a beneficiary of the terms and provisions of these Restrictions and the covenants herein, both for and in their own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit these Restrictions and the covenants running with the land have been provided. Upon the occurrence of an event of default and the expiration of the notice and cure period specified above, the City shall have the right to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which they or any other beneficiaries of these Restrictions and covenants are entitled. 18. Default. Each of the following shall constitute an "Event of Default" by Developer under these Restrictions: 18.1. Failure to Make Payments. Developer fails to make any payment due the City under these Restrictions within thirty (30) days after receiving written notice for said payment from the City; L� t*o6ouncil 39 — 451 5/17/2022 City Rental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 18.2. Non -Monetary Failure to Perform. Developer fails to timely perform, comply with or observe any of the terms, covenants, or conditions of these Restrictions (other than those provisions elsewhere referred to in this Section 18) and such failure continues uncured or without Developer commencing to diligently cure for thirty (30) days after notice thereof in writing is given by the City to Developer, provided that if Developer has commenced cure but cannot complete such cure reasonably within thirty (30) days, Developer shall have ninety (90) days from the date of notice to cure such failure without such failure constituting an event of default; 18.3. Senior Loan Document Breach. Any default or breach of Developer which continues uncured after the expiration of any applicable cure period under the Loan Agreement (including, but not limited to, the obligations of the Developer under Section 6 of the Loan Agreement), any Loan Document or any other loan document including, but not limited to, the Senior Loan Documents, as defined and set forth in the Loan Agreement; 18.4. Voluntary Suspension. The voluntary suspension of Developer's business or the dissolution or termination of the partnership (if any) constituting Developer; 18.5. Unauthorized Transfer. Developer's sale or other transfer of the Project in violation of this Agreement; 18.6. Fraud or Material Misstatement or Omissions. Any fraudulent act or intentional material omission of Developer pertaining to or made in connection with the Loan, Loan Documents or the Project that is not cured within thirty (30) days after written notice to Developer, unless such act or omission is not capable of cure; 18.7. Insolvency. A court having jurisdiction shall have made or entered any decree or order: (i) adjudging Developer to be bankrupt or insolvent; (ii) approving as properly filed a petition seeking reorganization of Developer or seeking any arrangement for Developer under the bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction; (iii) appointing a receiver, trustee, liquidator, or assignee of Developer in bankruptcy or insolvency or for any of their properties; or (iv) directing the winding up or liquidation of Developer, if any such decree or order described in clauses (i) to (iv), inclusive, shall have continued unstayed or undischarged for a period of ninety (90) days, unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period will apply under this section as well; or Developer shall have admitted in writing its inability to pay its debts as they fall due or shall have voluntarily submitted to or filed a petition seeking any decree or order of the nature described in clauses (i) to (iv), inclusive. The occurrence of any of the events of default in this paragraph shall act to accelerate automatically, without the need for any action by the City, the indebtedness evidenced by the Note; or 18.8. Project Monies. Developer's intentional misapplication or embezzlement of Project monies. 19. Reserved. OOMil 39 — 452 5/17/2022 City ental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 20. Remedies. The occurrence of any Event of Default shall, either at the option of the City or automatically where so specified, relieve the City of any obligation to make or continue the Loan and shall give the City the right to proceed with any and all remedies set forth in these Restrictions or otherwise available at law or in equity or by statute (and all of the City's rights and remedies shall be cumulative), including but not limited to the following: 20.1. Acceleration of Note. The City shall have the right to cause all indebtedness of the Developer to the City under the Note, together with any accrued interest thereon, to become immediately due and payable. The Developer waives all right to presentment, demand, protest or notice of protest, or dishonor. The City may proceed to enforce payment of the indebtedness and to exercise any or all rights afforded to the City as a creditor and secured party under the law, including the Uniform Commercial Code, including foreclosure under the Deed of Trust. The Developer shall be liable to pay the City on demand all expenses, costs and fees (including, without limitation, reasonable attorneys' fees and expenses) paid or incurred by the City in connection with the enforcement of this provision, provided that such expenses, costs and fees shall be subordinate to the Senior Loan made to Developer and the Senior Loan Documents. 20.2. Specific Performance. The City shall have the right to mandamus or other suit, action or proceeding at law or in equity to require Developer to perform its obligations and covenants under these Restrictions or to enjoin acts on things, which may be unlawful, or in violation of the provisions of these Restrictions. The Developer shall be liable to pay the City on demand all expenses, costs and fees (including, without limitation, reasonable attorneys' fees and expenses) paid or incurred by the City in connection with the enforcement of these Restrictions. 20.3. Right to Cure at Developer's Expense. The City shall have the right to cure any monetary Event of Default by Developer under these Restrictions. The Developer agrees to reimburse the City for any funds advanced by the City to cure a monetary default by Developer upon demand therefore, together with interest thereon at the rate of twelve percent (12%) per annum or the maximum rate permitted by law, whichever rate is lesser, from the date of expenditure until the date of reimbursement. 20.4. Remedies Cumulative. No right, power, or remedy given to the City by the terms of these Restrictions is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to the City by the terms of any such instrument, or by any statute or otherwise against Developer and any other person. Neither the failure nor any delay on the part of the City to exercise any such rights and remedies shall operate as a waiver thereof, nor shall any single or partial exercise by the City of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy. 20.5. Waiver of Terms and Conditions. No waiver of any default or breach by Developer hereunder shall be implied from any omission by the City to take action on owmil 39 — 453 5/17/2022 City ental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the waiver, and such waiver shall be operative only for the time and to the extent therein stated. Waivers of any covenant, term, or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition. The consent or approval by the City to or of any act by Developer requiring further consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar act. The exercise of any right, power, or remedy shall in no event constitute a cure or a waiver of any default under these Restrictions or the Loan Documents, nor shall it invalidate any act done pursuant to notice of default, or prejudice the City in the exercise of any right, power, or remedy hereunder or under the Loan Documents, unless in the exercise of any such right, power, or remedy all obligations of Developer to City are paid and discharged in full. 21. The covenants and agreements contained herein shall run with the land and not be personal obligations of Developer. Upon the sale, conveyance or other transfer of the Property (a "Transfer") and the assumption of the obligations hereunder by a transferee, Developer's liability for performance shall be terminated as to any obligation to be performed hereunder after the date of such Transfer. 22. The Loan Agreement and all of its attachments shall be enforceable by City in accordance with the terms thereof. Each of the Loan Agreement, the Affordability Restrictions on Transfer of Property, the City/Rental Rehabilitation Program Loan Note and the City/Rental Rehabilitation Program Deed of Trust provide a means of enforcement by the City if Developer is in breach of its obligations hereunder and thereunder, including liens on the Property, use and deed restrictions and covenants running with the land [24 CFR 92.504 (c) (13)]. 23. Additional Terms. 23.1. Indemnity. To the fullest extent permitted by law, the Developer agrees to indemnify, hold harmless and defend the City and its elected officials, officers, governing members, employees, attorneys and agents (collectively, the "Indemnified Parties"), from and against any and all losses, damages, claims, actions, liabilities, costs and expenses of any and every conceivable nature, kind or character (including, without limitation, reasonable attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject to under any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to: (a) these Restrictions or the execution or amendment thereof in connection with the transactions contemplated thereby; (b) Developer's ownership or operation of the Property and the Project or any act or omission of the Developer or any of its agents, contractors, servants, employees or licensees in connection with the Property and the Project, the operation of the Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, titycouncil 39 — 454 5/17/2022 City Rental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 installation, operation or rehabilitation of, the Project or any part thereof; (c) any lien or charge upon payments by the Developer to the City, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the City in respect of any portion of the Project; (d) any violation of any environmental law, rule or regulation with respect to, or the release of any toxic substance from, the Property or the Project or any part thereof; or (e) any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact by the Developer contained in any Loan Document or any of the documents or instruments relating to said Loan Documents that the City relied upon in making the Loan; except to the extent such damages are caused by the gross negligence or willful misconduct of such Indemnified Party. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Developer, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment and payment for of counsel selected by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same; provided that the Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement. 23.2. Time. Time is of the essence in these Restrictions. 23.3. Construction. Except where the context otherwise requires, words imparting the singular number shall include the plural number and vice versa, words imparting persons shall include firms, associations, partnerships and corporations, and words of either gender shall include the other gender. 23.4. Waiver of Jury Trial. Unless prohibited by Federal, State or local laws, each party to these Restrictions hereby expressly waives any right to trial by jury of any claim, demand, action or cause of action arising under any Loan Document or in any way connected with or related or incidental to the dealings of the parties hereto or any of them with respect to any Loan Document, or the transactions related thereto, in each case whether now existing or hereafter arising, and whether sounding in contract or tort or otherwise; and each party hereby agrees and consents that any such claim, demand, action or cause of action shall be decided by court trial without a jury, and that any party to these Restrictions may file an original counterpart or a copy of this section with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jm`y 23.5. Nonliability. By accepting or approving anything required to be performed or given to City under these Restrictions, City shall not be deemed to have warranted or represented the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty or representation by City to anyone. 23.6. Obligations Unconditional and Independent. Notwithstanding the existence 12 OOMil 39 — 455 5/17/2022 City ental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 at any time of any obligation or liability of City to Developer, or any claim by Developer against City, in connection with these Restrictions or otherwise, Developer hereby waives any right it might otherwise have: (a) to offset any such obligation, liability or claim against Developer's obligations under these Restrictions; or (b) to claim that the existence of any such obligation, liability or claim excuses the nonperformance by Developer of any of its obligations under these Restrictions. 24. CSCDA Regulatory Agreement. The parties hereto acknowledge that the Developer and California Statewide Communities Development Authority are entering into that certain Regulatory Agreement and Declaration of Restrictive Covenants (the "CSCDA Regulatory Agreement") with respect to the Property and the issuance of tax- exempt financing and further agree that as long as the CSCDA Regulatory Agreement is in effect, to the extent of any conflicting provisions between the CSCDA Regulatory Agreement and the Restrictions, the CSCDA Regulatory Agreement shall control. That notwithstanding, the fact that the Restrictions and the CSCDA Regulatory Agreement provide for greater, lesser or different obligations or requirements shall not be deemed a conflict unless the applicable provisions are inconsistent and could not be simultaneously enforced or performed. 25. Notices. All notices, demands, approvals and other communications provided for in the Loan Documents shall be in writing and be delivered to the appropriate party by personal service or U.S. mail at its address as follows: If to Developer: Westview House LP c/o Westview House CDP LLC 3416 Via Oporto, Suite 301 Newport Beach, CA 92663 Attn: Kyle Paine With a copy to: Westview House Mercy House CHDO LLC 807 N. Garfield Street Santa Ana, CA 92701 Attn: Lawrence G. Haynes, Jr. And: Sabelhaus & Strain, LLP 1724 1Oth Street, Suite 110 Sacramento, CA 95811 Attn: Stephen A. Strain, Esq. And: Chernove and Associates, Inc. 16027 Ventura Boulevard #660 Encino, CA 91436 Attn: Sheldon Chernove, Esq. And: R4 WHCA Acquisition LP c/o R4 Capital LLC 780 Third Avenue, 16th Floor iR it 39 — 456 5/17/2022 City ental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 New York, New York 10017 Attention: Marc Schnitzer E-Mail: mschnitzerkR4cap.com And: Frost Brown Todd LLC 400 West Market Street, Suite 3200 Louisville, Kentucky 40202 Attention: Amy Curry If to City: City of Santa Ana Executive Director (CDA) 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 With a copy to: City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 Addresses for notice may be changed as required by written notice to all other parties. All notices personally served shall be effective when actually received. All notices mailed shall be effective three (3) days after deposit in the U.S. Mail, postage prepaid. The foregoing notwithstanding, the non -receipt of any notice as the result of a change of address of which the sending parry was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such notice. {signatures on following page) 19 00mil 39 — 457 5/17/2022 City ental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 IN WITNESS WHEREOF, the parties hereto have caused these Affordability Restrictions on Transfer of Property to be executed on the date set forth hereinabove. ATTEST: CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager Dated: APPROVED AS TO FORM: SONIA R. CARVALHO, City Attorney By: Ryan O. Hodge Assistant City Attorney Dated: RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency Dated: ?n �00mil w 39 — 458 5/17/2022 City Rental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 5 DEVELOPER Westview House LP, a California limited partnership By: Westview House CDP LLC, a California limited liability company Its: Administrative General Partner By: Community Development Partners, a California corporation Its: Sole Managing Member By: Kyle Paine Its: President By: Westview Mercy House CHDO, LLC, a California limited liability company Its: Managing General Partner By: Mercy House CHDO, Inc., a California nonprofit public benefit corporation Its: Sole Managing Member By: Lawrence G. Haynes, Jr. Its: Chief Executive Officer 2� it 39 — 459 5/17/2022 City ental Rehabilitation Program Affordability Restrictions on Transfer of Property EXHIBIT 6 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Davis Wright Tremaine LLP 865 S. Figueroa Street Suite 2400 Los Angeles, California 90017 Attention: Nancy Clapp, Esq. SPACE ABOVE THIS LINE FOR RECORDER'S USE SUBORDINATION AGREEMENT (City of Santa Ana) This SUBORDINATION AGREEMENT (this "Agreement") dated as of , 2022, is executed by and among (i) UMPQUA BANK, an Oregon state - chartered bank (in such capacity, "Initial Funding Lender" and "Senior Lender"), as assignee of the CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY, a joint exercise of powers agency, organized and existing under the laws of the State of California ("Governmental Lender"), (ii) CITY OF SANTA ANA, a charter city and municipal corporation ("Subordinate Lender"), and (iii) WESTVIEW HOUSE LP, a California limited partnership ("Borrower"). RECITALS: A. Pursuant to Chapter 7 of Part 5 of Division 31 of the California Health and Safety Code (the "Act"), Governmental Lender has determined to make a tax-exempt mortgage loan to the Borrower in the maximum aggregate principal amount of $ (the "Senior Tax -Exempt Load') and a taxable mortgage loan to Borrower in the maximum aggregate principal amount of $ (the "Senior Taxable Load'; and together with the Senior Tax -Exempt Loan, the "Senior Load'), in each case to provide for the financing of an 85- unit rental housing development project (the "Project') on the "Land" ("Land") described in the "Senior Secured Instrument" (as defined below). The Senior Loan will be made pursuant to that certain Borrower Loan Agreement (as amended from time to time, the "Senior Loan Agreement') dated as of 1, 2022, between Governmental Lender, as lender, and Borrower, as borrower, and disbursed pursuant to that certain Construction Funding Agreement (the "Construction Funding Agreement") dated as of even date herewith, by and between Borrower and Senior Lender. The Senior Tax -Exempt Loan is evidenced by, among other things, that certain promissory note dated as of even date herewith, made by Borrower to the order of Governmental Lender in the face principal amount of the Senior Tax -Exempt Note (the "Senior Tax -Exempt Note"), and the Senior Taxable Loan is evidenced by that certain promissory note dated as of even date herewith, made by Borrower to the order of Governmental Lender in the face principal amount of Senior Taxable Loan (the "Senior Taxable Note"; and together with the Senior Tax -Exempt Note, the "Senior Note"). Subordination Agreement (City of Santa Ana) Form 6456 Page 1 Fannie Mae 09-1 Z Ccn 7n1 Z Fannie Mae City Council 39 — 460 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 B. To secure Borrower's obligations under the Senior Loan Agreement, the Construction Funding Agreement and the Senior Note, the Borrower is executing and delivering a deed of trust for the benefit of Governmental Lender (as amended from time to time, the "Senior Security Instrument") dated as of even date herewith, encumbering, among other things, Borrower's fee simple interest in the Land and certain personal property described in the Mortgage (collectively, the "Mortgaged Property"). C. Governmental Lender, in order to obtain the funds necessary to enable it to make the Senior Loan to the Borrower, has determined to obtain a loan (the "Funding Loan") from Initial Funding Lender in the maximum aggregate principal amount of $ . The Funding Loan will be made by Initial Funding Lender to Governmental Lender pursuant to that certain Funding Loan Agreement (as amended from time to time, the "Funding Loan Agreement"), by and between Initial Funding Lender, as lender, and Governmental Lender, as borrower. The Funding Loan will be evidenced by, among other things, that certain California Statewide Communities Development Authority Multifamily Housing Revenue Note (Westview House) 2022 Series I-1 in the amount of $ , and that certain California Statewide Communities Development Authority Multifamily Housing Revenue Taxable Note (Westview House) 2022 Series I-2 in the amount of $ (collectively, as amended from time to time, the "Funding Loan Note") dated as of the Closing Date (as defined in the Senior Loan Agreement), each, made by Governmental Lender to the order of Initial Funding Lender. The Initial Funding Lender, pursuant to the terms and subject to the conditions of the Funding Loan Agreement, has agreed to fund the proceeds of the Funding Loan to Governmental Lender on a draw -down basis, which proceeds of the Funding Loan will in turn be used by Governmental Lender to fund the Senior Loan to the Borrower. In order to secure the repayment of the Funding Loan, Governmental Lender has pledged to Initial Funding Lender, pursuant to the terms and conditions of the Funding Loan Agreement, all of Governmental Lender's right, title and interest in, to and under the Senior Loan, the Senior Loan Agreement, the Senior Note, the Senior Security Instrument and all of the other `Borrower Loan Documents" (as defined in the Senior Loan Agreement) (collectively, the "Senior Loan Documents"). To further evidence and perfect such pledge, Governmental Lender, substantially concurrently herewith, has duly endorsed the Senior Note to the order of Initial Funding Lender and executed and delivered to Initial Funding Lender, that certain Assignment of Deed of Trust and Related Documents ("Assignment") dated as of even date herewith, assigning to Initial Funding Lender, among other items, all of Governmental Lender's right, title and interest under the Senior Security Instrument. The Assignment is being recorded in the Official Records of the County of Orange, State of California (the "Official Records"), substantially concurrently herewith. D. Borrower has requested Senior Lender to permit Subordinate Lender to loan to Borrower (1) a subordinate loan in the amount of ///[$2,003,705]/// (the "HOME Loan"), (2) a subordinate loan in the amount of ///[$ ]/// (the "Inclusionary Loan"), and (3) a subordinate loan in the amount of ///[$ ]/// (the "Rehabilitation Loan", and together with the HOME Loan and the Inclusionary Loan, the "Subordinate Loans"), and to allow the Subordinate Loans to be secured by mortgage liens against the Mortgaged Property. E. Upon satisfaction of all Conditions to Conversion (as defined in the Forward Purchase Agreement), the Senior Loan will convert from a construction loan to a permanent term Subordination Agreement (City of Santa Ana) Form 6456 Page 2 Fannie Mae (IR-12 Ccn IflI Z Fannie Mae City Council 39 — 461 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 loan. On the Conversion Date, Citibank, N.A., a national banking association ("Permanent Lender"), shall purchase the Funding Loan Note and take anq assignment from Initial Funding Lender of the Senior Loan Documents, and become the "Senior Lender" hereunder. Upon Conversion (as defined in the Forward Purchase Agreement), the Borrower Loan Documents shall include that certain by and between Borrower and Permanent Lender (the "Permanent Loan Agreement') and all other described in the Permanent Loan Agreement. F. Senior Lender has agreed to permit the Subordinate Loans and to allow the subordinate mortgage liens against the Mortgaged Property subject to all of the conditions contained in this Agreement. AGREEMENTS: NOW, THEREFORE, in order to induce the Senior Lender to permit the Subordinate Lender to make the Subordinate Loans to Borrower and to place a subordinate mortgage lien against the Mortgaged Property, and in consideration thereof, Senior Lender, Subordinate Lender and Borrower agree as follows: 1. Recitals. The recitals set forth above are incorporated herein by reference. 2. Definitions. In addition to the terms defined in the Recitals to this Agreement, for purposes of this Agreement the following terms have the respective meanings set forth below: "Affiliate" means, when used with respect to a Person, any corporation, partnership, joint venture, limited liability company, limited liability partnership, trust or individual Controlled by, under common Control with, or which Controls such Person, and in all cases any other Person that holds fifty percent (50%) or more of the ownership interests in such Person. "Borrower" means the Person named as such in the first paragraph on page 1 of this Agreement, any successor or assign of Borrower, including without limitation, a receiver, trustee or debtor -in - possession and any other Person (other than Senior Lender) who acquires title to the Mortgaged Property after the date of this Agreement. "Business Day" means any day other than (a) a Saturday, (b) a Sunday, (c) a day on which Senior Lender or Subordinate Lender is not open for business, or (d) a day on which the Federal Reserve Bank of New York is not open for business. "Condemnation Action" means any action or proceeding, however characterized or named, relating to any condemnation or other taking, or conveyance in lieu thereof, of all or any part of the Mortgaged Property, whether direct or indirect. "Control" (including with correlative meanings, the terms "Controlling," "Controlled by" and Subordination Agreement (City of Santa Ana) Form 6456 Page 3 Fannie Mae (IR-12 Ccn IflI Z Fannie Mae City Council 39 — 462 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 "under common Control with"), as applied to any entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or operations of such entity, whether through the ownership of voting securities, ownership interests or by contract or otherwise. "Default Notice" means: (a) a copy of any written notice from Senior Lender to Borrower and Subordinate Lender stating that a Senior Loan Default has occurred under the Senior Loan Documents; or (b) a copy of any written notice from Subordinate Lender to Borrower and Senior Lender stating that a Subordinate Loan Default or a default under any Unsubordinated City Regulatory Agreement has occurred, as applicable. Each Default Notice shall specify the default upon which such Default Notice is based. "Official Records" means the Official Records of Orange County, California. "Person" means an individual, an estate, a trust, a corporation, a partnership, a limited liability company or any other organization or entity (whether governmental or private). "Senior Lender" means the Person named as such in the first paragraph on page 1 of this Agreement. When any other Person becomes the legal holder of the Senior Note, such other Person shall automatically become the Senior Lender. "Senior Load" has the meaning set forth in Recital A, above. "Senior Loan Agreement" has the meaning set forth in Recital A, above. Prior to the Conversion Date, the Senior Loan Agreement shall be supplemented by the Construction Funding Agreement and, from and after the Conversion Date, the Senior Loan Agreement shall be supplemented by the Permanent Loan Agreement. "Senior Loan Default" means the occurrence of an "Event of Default" as that term is defined in the Senior Loan Documents. "Senior Loan Documents" has the meaning set forth in Recital C, above. From and after the Conversion Date, the "Senior Loan Documents" shall also include the Permanent Loan Agreement and the other "Loan Documents" described therein. "Senior Note" has the meaning set forth in Recital A, above. "Senior Security Instrument" has the meaning set forth in Recital B, above. "Subordinate Lender" means the Person named as such in the first paragraph on page 1 of this Agreement, any successor or assign of Subordinate Lender, or any other Person who becomes the legal holder of any Subordinate Note after the date of this Agreement. "Subordinate Loan Agreements" means, collectively, (a) that certain HOME Loan Agreement dated as of May 26, 2022, (b) that certain Inclusionary Housing Program Loan Agreement dated as of May 26, 2022, and (c) that certain Rental Rehabilitation Program Loan Agreement dated as of May 26, 2022, each, by and between Subordinate Lender and Borrower. Subordination Agreement (City of Santa Ana) Form 6456 Page 4 Fannie Map 09_1 Z Ccn IflI Z Fannie Mae City Council 39 — 463 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 "Subordinate Loan Default" means a default by Borrower in performing or observing any of the terms, covenants or conditions in the Subordinate Loan Documents to be performed or observed by it, which continues beyond any applicable period provided in the Subordinate Loan Documents for curing the default. "Subordinate Loan Documents" means the Subordinate Loan Agreements, Subordinate Notes, the Subordinate Mortgages, any UCC-1 financing statement filed showing Borrower, as debtor, and Subordinate Lender, as secured party, filed in connection with the Subordinate Loans, and all other documents evidencing, securing or otherwise executed and delivered in connection with the Subordinate Loans. "Subordinate Loans" has the meaning set forth in Recital D, above. "Subordinate Mortgages" means, collectively, (a) that certain City HOME Deed of Trust and Assignment of Rents dated as of May 26, 2022, (b) that certain City Inclusionary Housing Program Deed of Trust and Assignment of Rents dated as of May 26, 2022, and (c) that certain City Rental Rehabilitation Program Deed of Trust and Assignment of Rents dated as of May 26, 2022, each, executed by Borrower in favor of Subordinate Lender, and recorded in the Official Records substantially concurrently herewith, encumbering the Mortgaged Property as security for the applicable Subordinate Loan. "Subordinate Notes" means, collectively, (a) that certain City HOME Loan Note Secured By Subordinated Deed of Trust to the City of Santa Ana, California dated as of May 26, 2022, executed by Borrower to the order of Subordinate Lender, in the face principal amount of $2,003,705, evidencing the HOME Loan, (b) that certain City Inclusionary Housing Fund Loan Note Secured By Subordinated Deed of Trust to the City of Santa Ana, California dated as of May 26, 2022, executed by Borrower to the order of Subordinate Lender, in the face principal amount of $1,514,113, evidencing the Inclusionary Loan, and (c) that certain City Rental Rehabilitation Program Loan Note Secured By Subordinated Deed of Trust to the City of Santa Ana, California dated as of May 26, 2022, executed by Borrower to the order of Subordinate Lender, in the face principal amount of $386,523, evidencing the Rehabilitation Loan. "Unsubordinated City Regulatory Agreements" means, collectively, (a) that certain Affordability Restrictions on Transfer of Property dated May 26, 2022 (the "HOME Regulatory Agreement"), (b) that certain Inclusionary Housing Program Affordability Restrictions on Transfer of Property dated May 26, 2022 (the "Inclusionary Regulatory Agreement"), and (c) that certain Rental Rehabilitation Program Affordability Restrictions on Transfer of Property dated May 26, 2022 (the "Rehabilitation Regulatory Agreement'), each, executed by and between Borrower and Subordinate Lender, and recorded in the Official Records substantially concurrently herewith. 3. Permission to Place Mortgage Lien Against Mortgaged Property. Senior Lender agrees, notwithstanding the prohibition against inferior liens on the Mortgaged Property contained in the Senior Loan Documents and subject to the provisions of this Agreement, to permit Subordinate Lender to record the Subordinate Mortgages, the Subordination Agreement (City of Santa Ana) Form 6456 Page 5 Fannie Mae 09_1 Z n 701 Z Ennnie Mae City Council 39 — 464 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 Unsubordinated City Regulatory Agreements, and other recordable Subordinate Loan Documents against the Mortgaged Property to secure Borrower's obligation to repay the Subordinate Notes and all other obligations, indebtedness and liabilities of Borrower to Subordinate Lender under and in connection with the Subordinate Loans. Such permission is subject to the condition that each of the representations and warranties made by the Borrower and the Subordinate Lender in Section 4 is true and correct on the date of this Agreement and on the date on which the proceeds of the Subordinate Loans are disbursed to the Borrower. If any of the representations and warranties made by the Borrower and the Subordinate Lender in Section 4 is not true and correct on both of those dates, the provisions of the Senior Loan Documents applicable to unpermitted liens on the Mortgaged Property shall apply. 4. Borrower's and Subordinate Lender's Representations and Warranties. Borrower and Subordinate Lender each makes the following representations and warranties to Senior Lender: (a) Subordinate Loan Documents. The Subordinate Loans are evidenced by the Subordinate Notes and is secured by the Subordinate Mortgages, the Subordinate Loan Agreements and the other Subordinate Loan Documents. (b) Relationship of Borrower to Subordinate Lender and Senior Lender. The Subordinate Lender is not an Affiliate of the Borrower and is not in possession of any facts which would lead it to believe that the Senior Lender is an Affiliate of the Borrower. (c) Term. The terms of the Subordinate Notes do not end before the stated term of the Senior Note. (d) Subordinate Loan Documents and Unsubordinated City Regulatory Agreement. The executed Subordinate Loan Documents and the Unsubordinated City Regulatory Agreements are substantially in the same forms as those submitted to, and approved by, Senior Lender prior to the date of this Agreement. Upon execution and delivery of the Subordinate Loan Documents and the Unsubordinated City Regulatory Agreements, Borrower shall deliver to Senior Lender an executed copy of each of the Subordinate Loan Documents and the Unsubordinated City Regulatory Agreements, certified to be true, correct and complete. 5. Deliveries. Upon execution and delivery of the Senior Loan Documents, Borrower shall deliver to Subordinate Lender an executed copy of each of the Senior Loan Documents, certified to be true, correct and complete. Subordination Agreement (City of Santa Ana) Form 6456 Page 6 Fannie Mae 09_1 Z n 701 Z Fannie Mae City Council 39 — 465 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 6. Terms of Subordination. (a) Agreement to Subordinate. Senior Lender and Subordinate Lender agree that (1) the Unsubordinated City Regulatory Agreements shall remain senior to the lien of the Senior Instrument and all other Senior Loan Documents, (2) subject to the terms of paragraph (c) below in this Section 6, the indebtedness evidenced by the Subordinate Loan Documents is and shall be subordinated in right of payment, to the extent and in the manner provided in this Agreement, to the prior payment in full of the Indebtedness evidenced by the Senior Loan Documents, and (3) the liens, terms, covenants and conditions of the Subordinate Mortgages and the other Subordinate Loan Documents are and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Senior Security Instrument and the other Senior Loan Documents and to all advances heretofore made or which may hereafter be made pursuant to the Senior Security Instrument and the other Senior Loan Documents (including but not limited to, all sums advanced for the purposes of (A) protecting or further securing the lien of the Senior Security Instrument, curing defaults by Borrower under the Senior Loan Documents or for any other purpose expressly permitted by the Senior Loan Documents, or (B) constructing, renovating, repairing, furnishing, fixturing or equipping the Mortgaged Property). (b) Subordination of Subrogation Rights. Subordinate Lender agrees that if, by reason of its payment of real estate taxes or other monetary obligations of Borrower, or by reason of its exercise of any other right or remedy under the Subordinate Loan Documents or the Unsubordinated City Regulatory Agreements, it acquires by right of subrogation or otherwise a lien on the Mortgaged Property which (but for this subsection) would be senior to the lien of the Senior Security Instrument, then, in that event, such lien shall be subject and subordinate to the lien of the Senior Security Instrument. (c) Payments Before Senior Loan Default. Notwithstanding anything to the contrary in this Agreement, until Subordinate Lender receives a Default Notice (or otherwise acquires actual knowledge) of a Senior Loan Default, Subordinate Lender shall be entitled to retain for its own account all payments made under or pursuant to the Subordinate Loan Documents. (d) Payments After Senior Loan Default. Borrower agrees that, after it receives a Default Notice (or otherwise acquires knowledge) of a Senior Loan Default, it will not make any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment charges, default interest, attorneys' fees, or any other sums secured by the Subordinate Loan Documents) without Senior Lender's prior written consent. Subordinate Lender agrees that, after it receives a Default Notice from Senior Lender with written instructions directing Subordinate Lender not to accept payments from Borrower on account of the Subordinate Loans, it will not accept any payments under or pursuant to the Subordinate Loan Documents (including but not Subordination Agreement (City of Santa Ana) Form 6456 Page 7 Fannie Mae 09_1 Z n 701 Z Ennnie Mae City Council 39 — 466 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 limited to principal, interest, additional interest, late payment charges, default interest, attorneys' fees, or any other sums secured by the Subordinate Loan Documents) without Senior Lender's prior written consent or until the Senior Loan has been repaid in full. If Subordinate Lender receives written notice from Senior Lender that the Senior Loan Default which gave rise to Subordinate Lender's obligation not to accept payments has been cured, waived, or otherwise suspended by Senior Lender, the restrictions on payment to Subordinate Lender in this Section 6 shall terminate, and Senior Lender shall have no right to any subsequent payments made to Subordinate Lender by Borrower prior to Subordinate Lender's receipt of a new Default Notice from Senior Lender in accordance with the provisions of this Section 6(d). (e) Remitting Subordinate Loan Payments to Senior Lender. If, after Subordinate Lender receives a Default Notice from Senior Lender in accordance with Section 6(d), Subordinate Lender receives any payments under the Subordinate Loan Documents, Subordinate Lender agrees that such payment or other distribution will be received and held in trust for Senior Lender and unless Senior Lender otherwise notifies Subordinate Lender in writing, will be promptly remitted, in kind to Senior Lender, properly endorsed to Senior Lender, to be applied to the principal of, interest on and other amounts due under the Senior Loan Documents in accordance with the provisions of the Senior Loan Documents. By executing this Agreement, Borrower specifically authorizes Subordinate Lender to endorse and remit any such payments to Senior Lender, and specifically waives any and all rights to have such payments returned to Borrower or credited against the Subordinate Loans. Borrower and Senior Lender acknowledge and agree that payments received by Subordinate Lender, and remitted to Senior Lender under this Section 6, shall not be applied or otherwise credited against the Subordinate Loans, nor shall the tender of such payment to Senior Lender waive any Subordinate Loan Default which may arise from the inability of Subordinate Lender to retain such payment or apply such payment to the Subordinate Loans. (f) Notice of Payment from Other Persons. Subordinate Lender agrees to notify (telephonically or via email, followed by written notice) Senior Lender of Subordinate Lender's receipt from any Person other than Borrower of a payment with respect to Borrower's obligations under the Subordinate Loan Documents, promptly after Subordinate Lender obtains knowledge of such payment. (g) Agreement Not to Commence Bankruptcy Proceeding. Subordinate Lender agrees that during the term of this Agreement it will not commence, or join with any other creditor in commencing any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings against or with respect to Borrower, without Senior Lender's prior written consent. Subordination Agreement (City of Santa Ana) Form 6456 Page 8 Fannie Mae 09_1 Z n 701 Z Fannie Mae City Council 39 — 467 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 7. Default Under Subordinate Loan Documents or Unsubordinated City Regulatory Agreements. (a) Notice of Subordinate Loan Default and Cure Rights. During the term of this Agreement, Subordinate Lender shall deliver to Senior Lender a Default Notice within five (5) Business Days in each case where Subordinate Lender has given a Default Notice to Borrower. Failure of Subordinate Lender to send a Default Notice to Senior Lender shall not prevent the exercise of Subordinate Lender's rights and remedies under the Subordinate Loan Documents or the Unsubordinated City Regulatory Agreements, as appliable, subject to the provisions of this Agreement. Senior Lender shall have the right, but not the obligation, to cure any Subordinate Loan Default or any default under any Unsubordinated City Regulatory Agreement within sixty (60) days following the date of such notice; provided, however that Subordinate Lender shall be entitled, during such sixty (60) day period, to continue to pursue its rights and remedies under the Subordinate Loan Documents or the Unsubordinated City Regulatory Agreements, as applicable, to the extent permitted under Section 7(b). All amounts paid by Senior Lender in accordance with the Senior Loan Documents to cure a Subordinate Loan Default or a default under any Unsubordinated City Regulatory Agreement shall be deemed to have been advanced by Senior Lender pursuant to, and shall be secured by, the Senior Loan Agreement and the Senior Security Instrument. (b) Subordinate Lender's Agreement to Standstill. If a Subordinate Loan Default or a default under any Unsubordinated City Regulatory Agreement occurs and is continuing, the Subordinate Lender agrees that, without the Senior Lender's prior written consent, it will not accelerate the Subordinate Loans, commence foreclosure proceedings with respect to the Mortgaged Property, collect rents, appoint (or seek the appointment of) a receiver or institute any other collection or enforcement action. (c) Cross Default. Borrower and Subordinate Lender agree that a Subordinate Loan Default and/or a default under the any Unsubordinated City Regulatory Agreement shall constitute a Senior Loan Default under the Senior Loan Documents and Senior Lender shall have the right to exercise all rights or remedies under the Senior Loan Documents in the same manner as in the case of any other Senior Loan Default. If Subordinate Lender notifies Senior Lender in writing that any Subordinate Loan Default or of any default under any Unsubordinated City Regulatory Agreement of which Senior Lender has received a Default Notice has been cured or waived, as determined by Subordinate Lender in its sole discretion, then provided that Senior Lender has not conducted a sale of the Mortgaged Property pursuant to its rights under the Senior Loan Documents, any Senior Loan Default under the Senior Loan Documents arising solely from such Subordinate Loan Default or default under any Unsubordinated City Regulatory Agreement shall be deemed cured, and the Senior Loan shall be reinstated, provided, however, that Senior Lender shall not be required to return or otherwise credit for the benefit of Borrower any default rate interest or other default related charges or payments received by Senior Lender during such Senior Loan Default. Subordination Agreement (City of Santa Ana) Form 6456 Page 9 Fannie Mae 09_1 Z n 701 Z Ennnie Mae City Council 39 — 468 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 8. Default Under Senior Loan Documents. (a) Notice of Senior Loan Default and Cure Rights. Senior Lender shall deliver to Subordinate Lender a Default Notice within five (5) Business Days in each case where Senior Lender has given a Default Notice to Borrower. Failure of Senior Lender to send a Default Notice to Subordinate Lender shall not prevent the exercise of Senior Lender's rights and remedies under the Senior Loan Documents, subject to the provisions of this Agreement. The Subordinate Lender shall have the right, but not the obligation, to cure any such Senior Loan Default as provided below. Subordinate Lender shall have up to thirty (30) days from the date of the Default Notice to cure any monetary default under the Senior Loan Documents; provided, however, that the Senior Lender shall be entitled during such 30-day period to continue to pursue its remedies with respect to the Mortgaged Property. Subordinate Lender shall have up to sixty (60) days from the date of the Default Notice to cure a non -monetary default if during such 60- day period Subordinate Lender keeps current all payments required by the Senior Loan Documents. In the event that such a non -monetary default creates an unacceptable level of risk relative to the Mortgaged Property, or Senior Lender's secured position relative to the Mortgaged Property, as determined by Senior Lender in its sole discretion, then Senior Lender may exercise during such 60- day period all available rights and remedies to protect and preserve the Mortgaged Property and the rents, revenues and other proceeds from the Mortgaged Property. All amounts paid by the Subordinate Lender to the Senior Lender to cure a Senior Loan Default shall be deemed to have been advanced by the Subordinate Lender pursuant to, and shall be secured by the lien of, the Subordinate Mortgages. (b) Cross Default. Subordinate Lender agrees that, notwithstanding any contrary provision contained in the Subordinate Loan Documents, a Senior Loan Default shall not constitute a default under the Subordinate Loan Documents (if no other default has occurred under the Subordinate Loan Documents) until either (1) Senior Lender has accelerated the maturity of the Senior Loan, or (2) Senior Lender has taken affirmative action to exercise its rights under the Senior Loan Documents to collect rent, to appoint (or seek the appointment of) a receiver or to foreclose on (or to exercise a power of sale contained in) the Senior Loan Documents. At any time after a Senior Loan Default is determined to constitute a default under the Subordinate Loan Documents, Subordinate Lender shall be permitted to pursue its remedies for default under the Subordinate Loan Documents, subject to the restrictions and limitations of this Agreement. If at any time Borrower cures any Senior Loan Default to the satisfaction of Senior Lender, as evidenced by written notice from Senior Lender to Subordinate Lender, any default under the Subordinate Loan Documents arising from such Senior Loan Default shall be deemed cured and the Subordinate Loans shall be retroactively reinstated as if such Senior Loan Default had never occurred. 9. Conflict. Borrower, Senior Lender and Subordinate Lender each agrees that, in the event of any conflict or inconsistency between the terms of the Senior Loan Documents, the Subordinate Loan Documents, the Unsubordinated City Regulatory Agreements and the terms of this Agreement, the Subordination Agreement (City of Santa Ana) Form 6456 Page 10 Fannie Mne (IR-12 Ccn IflI Z Fannie Mae City Council 39 — 469 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 terms of this Agreement shall govern and control solely as to the following: (a) the relative priority of the security interests of Senior Lender and Subordinate Lender in the Mortgaged Property; (b) the timing of the exercise of remedies by Senior Lender and Subordinate Lender under the Senior Loan Documents and the Subordinate Loan Documents and/or the Unsubordinated City Regulatory Agreements, respectively; and (c) solely as between Senior Lender and Subordinate Lender, the notice requirements, cure rights, and the other rights and obligations which Senior Lender and Subordinate Lender have agreed to as expressly provided in this Agreement. Borrower acknowledges that the terms and provisions of this Agreement shall not, and shall not be deemed to: extend Borrower's time to cure any Senior Loan Default or Subordinate Loan Default and/or default under any Unsubordinated City Regulatory Agreement, as the case may be; give Borrower the right to notice of any Senior Loan Default or Subordinate Loan Default and/or default under any Unsubordinated City Regulatory Agreement, as the case may be other than that, if any, provided, respectively under the Senior Loan Documents or the Subordinate Loan Documents and/or any Unsubordinated City Regulatory Agreement; or create any other right or benefit for Borrower as against Senior Lender or Subordinate Lender. 10. Rights and Obligations of Subordinate Lender Under the Subordinate Loan Documents and of Senior Lender under the Senior Loan Documents. Subject to each of the other terms of this Agreement, all of the following provisions shall supersede any provisions of the Subordinate Loan Documents covering the same subject matter: (a) Protection of Security Interest. Subordinate Lender shall not, without the prior written consent of Senior Lender in each instance, take any action which has the effect of increasing the indebtedness outstanding under, or secured by, the Subordinate Loan Documents, except that Subordinate Lender shall have the right to advance funds to cure Senior Loan Defaults pursuant to Section 8(a) and advance funds pursuant to the Subordinate Loan Documents for the purpose of paying real estate taxes and insurance premiums, making necessary repairs to the Mortgaged Property and curing other defaults by Borrower under the Subordinate Loan Documents. (b) Condemnation or Casualty. Following the occurrence of (1) a Condemnation Action, or (2) a fire or other casualty resulting in damage to all or a portion of the Mortgaged Property (collectively, a "Casualty"), at any time or times when the Senior Security Instrument remains a lien on the Mortgaged Property the following provisions shall apply: (A) Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation Action or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation Action or a Casualty shall be and remain subject and subordinate in all respects to Senior Lender's rights under the Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by any settlement or adjustment of a claim Subordination Agreement (City of Santa Ana) Form 6456 Page 11 Fannie Mae 09_1 Z n 701 Z Ennnie Mae City Council 39 — 470 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 resulting from a Condemnation Action or a Casualty made by Senior Lender; provided, however, this subsection or anything contained in this Agreement shall not limit the rights of Subordinate Lender to file any pleadings, documents, claims or notices with the appropriate court with jurisdiction over the proposed Condemnation Action or Casualty; and (B) all proceeds received or to be received on account of a Condemnation Action or a Casualty, or both, shall be applied (either to payment of the costs and expenses of repair and restoration or to payment of the Senior Loan) in the manner provided by the Senior Lender Loan Documents; provided, however, that if Senior Lender is entitled to and elects to apply such proceeds to payment of the principal of, interest on and other amounts payable under the Senior Loan, any proceeds remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Senior Loan shall be paid to, and may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents, provided however, Senior Lender agrees to consult with Subordinate Lender in determining the application of Casualty proceeds, provided further however that in the event of any disagreement between Senior Lender and Subordinate Lender over the application of Casualty proceeds, the decision of Senior Lender, in accordance with the rights under its Senior Loan Documents, shall prevail. (c) Insurance. Subordinate Lender agrees that all original policies of insurance required pursuant to the Senior Security Instrument shall be held by Senior Lender. The preceding sentence shall not preclude Subordinate Lender from requiring that it be named as a loss payee, as its interest may appear, under all policies of property damage insurance maintained by Borrower with respect to the Mortgaged Property, provided such action does not affect the priority of payment of the proceeds of property damage insurance under the Senior Security Instrument, or that it be named as an additional insured under all policies of liability insurance maintained by Borrower with respect to the Mortgaged Property. (d) No Modification of Subordinate Loan Documents or Unsubordinated City Regulatory Agreements. Borrower and Subordinate Lender each agree that, until the principal of, interest on and all other amounts payable under the Senior Loan Documents have been paid in full, it will not, without the prior written consent of Senior Lender in each instance, increase the amount of any Subordinate Loan, increase the required payments due under any Subordinate Loan, decrease the term of any Subordinate Loan, increase the interest rate on any Subordinate Loan, or otherwise amend any Subordinate Loan terms or any Unsubordinated City Regulatory Agreement in a manner that creates an adverse effect upon Senior Lender under the Senior Loan Documents. Any unauthorized amendment of the Subordinate Loan Documents or any Unsubordinated City Regulatory Agreement or assignment of Subordinate Lender's interest in any Subordinate Loan without Senior Lender's consent shall be void ab initio and of no effect whatsoever and Subordinate Subordination Agreement (City of Santa Ana) Form 6456 Page 12 Fannie Mae (IR_12 Ccn IflI Z Fannie Mae City Council 39 — 471 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 Lender agrees that it shall not transfer or assign any Subordinate Loan or any Subordinate Loan Document without the prior written consent of the Senior Lender. 11. Conversion, Modification or Refinancing of Senior Loan. Subordinate Lender consents to any agreement or arrangement in which Senior Lender waives, postpones, extends, reduces or modifies any provisions of the Senior Loan Documents, including any provision requiring the payment of money. Subordinate Lender further agrees that its agreement to subordinate hereunder shall extend to the Permanent Loan Agreement and the other "Loan Documents" described therein and any amendments or additional documents executed in connection with the Conversion Date and the Conversion of the Senior Loan to a term loan, as well as any new mortgage debt which is for the purpose of refinancing all or any part of the Senior Loan (including reasonable and necessary costs associated with the closing and/or the refinancing) and, in the event of new mortgage debt, Subordinate Lender shall execute and deliver to Senior Lender a new subordination agreement on the same terms and conditions as this Subordination Agreement; and that all the terms and covenants of this Agreement shall inure to the benefit of any holder of any such refinanced debt; and that all references to the Senior Loan, the Senior Note, the Senior Loan Agreement, the Senior Security Instrument, the Senior Loan Documents and Senior Lender shall mean, respectively, the refinance loan, the refinance note loan agreement, the mortgage securing the refinance note, all documents evidencing securing or otherwise pertaining to the refinance note and the holder of the refinance note. Following the Conversion Date, all terms and covenants of this Agreement shall inure to the benefit of any holder of the Senior Loan, and all references herein to the Senior Loan Agreement shall mean the Senior Loan Agreement as supplemented by the Permanent Loan Agreement. 12. Default by Subordinate Lender or Senior Lender. If Subordinate Lender or Senior Lender defaults in performing or observing any of the terms, covenants or conditions to be performed or observed by it under this Agreement, the other, non -defaulting lender shall have the right to all available legal and equitable relief. 13. Special Provisions Regarding Unsubordinated City Regulatory Agreements (a) Transfers. Notwithstanding anything set forth in the Unsubordinated City Regulatory Agreements to the contrary, nothing in the Unsubordinated City Regulatory Agreements shall be deemed to restrict or limit, or require the consent of Subordinate Lender to, the following: (i) any foreclosure or deed in lieu of foreclosure of the Senior Security Instrument by Senior Lender or its successor, assigns, or nominee (a "Foreclosure Action"), or (ii) the first subsequent transfer by Senior Lender or its successors, assigns or nominee following a Foreclosure Action. Neither the successor owner initially acquiring title to the Mortgaged Property as a result of a Foreclosure Action, nor its immediate successor in interest, shall be subject to any of the limitations upon creation of indebtedness nor creation of any lien securing indebtedness set forth in the Unsubordinated City Regulatory Agreements; provided that any subsequent mortgagee or lienholder with respect to such indebtedness shall agree that in the event of foreclosure or deed in lieu of foreclosure, the transferee under such foreclosure agrees that it will take subject to the Unsubordinated City Regulatory Agreement; and provided further that all other subsequent Subordination Agreement (City of Santa Ana) Form 6456 Page 13 Fannie MnP (IR-12 Cc) Ifll Z Fannie Mae City Council 39 — 472 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 encumbrances shall be subject to Subordinate Lender's approval under the Unsubordinated City Regulatory Agreement. Any sale, assignment or transfer of the Mortgaged Property following a transfer pursuant to a Foreclosure Action (other than the first transfer thereafter) shall be subject to Subordinate Lender's rights under the Unsubordinated City Regulatory Agreement to approve such transfer, except that Subordinate Lender agrees that its decision to approve any such sale, assignment or other transfer will be based solely upon whether the proposed transferee is qualified to manage and operate affordable housing projects similar to the Mortgaged Property, and the Subordinate Lender will not unreasonably withhold, delay or condition its consent to any such proposed transfer. (b) Compliance with Subordinate Loan Documents. Notwithstanding anything to the contrary set forth in the Unsubordinated City Regulatory Agreements, from and after any foreclosure or deed in lieu of foreclosure, neither Senior Lender nor any successor in interest to the Property following any foreclosure or deed in lieu of foreclosure of the Senior Deed of Trust (collectively, the "Successor Owner"), shall be obligated to comply with the terms of any Subordinate Loan Document, and neither Senior Lender nor any Successor Owner shall have any obligation to repay the Subordinate Loans. (c) Indemnification Provisions in Unsubordinated City Regulatory Agreements. Notwithstanding anything to the contrary set forth in the Unsubordinated City Regulatory Agreements, in no event shall Senior Lender or any Successor Owner be liable to Subordinate Lender for amounts due to the Subordinate Lender under the Unsubordinated City Regulatory Agreements as the result of an act or a failure to act occurring prior to the date on which Senior Lender or its successor, assigns, or nominee acquires title to the Mortgaged Property by foreclosure or deed in lieu of foreclosure. (d) Default Under Unsubordinated City Regulatorygreements. No Successor Owner shall be required to cure any default under the Unsubordinated City Regulatory Agreements first occurring prior to the date upon which such Successor Owner acquired title to the Mortgaged Property, except that each Successor Owner shall be required to cure continuing defaults under the Unsubordinated City Regulatory Agreement related to the Mortgaged Property; provided further, however, that each such Successor Owner shall have 120 days after the date upon which it acquires title to the Mortgaged Property to cure such continuing defaults, or, if any such continuing default is not reasonably susceptible to a cure by such Successor Owner within such period, to commence curing such default (and in such latter case, such Successor Owner shall thereafter continuously and diligently pursue the cure of such default to completion). 14. Reinstatement. To the extent that Borrower makes a payment to Senior Lender or Senior Lender receives any payment or proceeds of the collateral securing the Senior Loan for Borrower's benefit, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable doctrine, then to the extent of such payment or proceeds received and not retained by Senior Lender, this Agreement shall be reinstated and continue in full force and effect until full and final payment shall have been made Subordination Agreement (City of Santa Ana) Form 6456 Page 14 Fannie Mne (IR_12 Ccn IflI Z Fannie Mae City Council 39 — 473 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 to Senior Lender. Subordinate Lender agrees to hold in trust for Senior Lender and promptly remit to Senior Lender any payments received by Subordinate Lender after such invalidated, rescinded or returned payment was originally made. 15. Notices. Each notice, request, demand, consent, approval or other communication (hereinafter in this Section referred to collectively as "notices" and referred to singly as a "notice") which the Senior Lender or the Subordinate Lender is required or permitted to give to the other parry pursuant to this Agreement shall be in writing and shall be deemed to have been duly and sufficiently given if. (a) personally delivered with proof of delivery thereof (any notice so delivered shall be deemed to have been received at the time so delivered); or (b) sent by Federal Express (or other similar national overnight courier) designating early morning delivery (any notice so delivered shall be deemed to have been received on the next Business Day following receipt by the courier); or (c) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service (any notice so sent shall be deemed to have been received two days after mailing in the United States), addressed to the respective parties as follows: SENIOR LENDER: Umpqua Bank One Capitol Mall, Suite 610 Sacramento, California 95814 Attention: Monica Sharp SUBORDINATE LENDER: City of Santa Ana City Manager 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 With a copy to: City of Santa Ana City Attorney 20 Civic Center Plaza, 7tn Floor (M-29) Santa Ana, California 92702 Either party may, by notice given pursuant to this Section, change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses for its notices, but notice of a change of address shall only be effective upon receipt. Subordination Agreement (City of Santa Ana) Form 6456 Page 15 Fannie Mae 09-1 Z n 701 Z Ennnie Mae City Council 39 — 474 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 16. General. (a) Assignment/Successors. This Agreement shall be binding upon Borrower, Senior Lender and Subordinate Lender and shall inure to the benefit of the respective legal successors, transferees and assigns of Borrower, Senior Lender and Subordinate Lender. Borrower shall not assign any of its rights and obligations under this Agreement without the prior written consent of Senior Lender and Subordinate Lender. (b) No Partnership or Joint Venture. Senior Lender's permission for the placement of the Subordinate Loan does not constitute Senior Lender as a joint venturer or partner of Subordinate Lender. Neither party hereto shall hold itself out as a partner, agent or Affiliate of the other party hereto. (c) Senior Lender's and Subordinate Lender's Consent. Wherever Senior Lender's consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by Senior Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement. Wherever Subordinate Lender's consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by Subordinate Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement. (d) Further Assurances. Subordinate Lender, Senior Lender and Borrower each agrees, at Borrower's expense, to execute and deliver all additional instruments and/or documents reasonably required by any other party to this Agreement in order to evidence that the Subordinate Mortgages are subordinate to the lien, covenants and conditions of the Senior Loan Documents, or to further evidence the intent of this Agreement. hereto. (e) Amendment. This Agreement shall not be amended except by written instrument signed by all parties (f) Governing Law. This Agreement shall be governed by the laws of the jurisdiction in which the Mortgaged Property is located without giving effect to any choice of law provisions thereof that would result in the application of the laws of another jurisdiction. Senior Lender, Subordinate Lender and Borrower agree that any controversy arising under or in relation to this Security Instrument shall be litigated exclusively in the jurisdiction in which the Mortgaged Property is located. The state and federal courts and authorities with jurisdiction in such locale shall have exclusive jurisdiction over all controversies that arise under or in relation to this Agreement. The parties hereto Subordination Agreement (City of Santa Ana) Form 6456 Page 16 Fannie Mne (IR_12 Ccn IflI Z Fannie Mae City Council 39 — 475 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 irrevocably consent to service, jurisdiction, and venue of such courts for any such litigation and waive any other venue to which any might be entitled by virtue of domicile, habitual residence or otherwise. (g) Severable Provisions. If any provision of this Agreement shall be invalid or unenforceable to any extent, then the other provisions of this Agreement, shall not be affected thereby and shall be enforced to the greatest extent permitted by law. (h) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall together constitute one (1) and the same instrument. (i) Sale of Senior Loan. Nothing in this Agreement shall limit Senior Lender's (including any assignee or transferee of Senior Lender) right to sell or transfer the Senior Loan, or any interest in the Senior Loan. The Senior Loan or a partial interest in the Senior Loan (together with this Agreement and the other Loan Documents) may be sold one or more times without prior notice to Borrower. [Remainder of Page Intentionally Blank] Subordination Agreement (City of Santa Ana) Form 6456 Page 17 Fannie Mae 09_1 Z n 701 Z Ennnie Mae City Council 39 — 476 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 IN WITNESS WHEREOF, Borrower, Senior Lender and Subordinate Lender have signed and delivered this Agreement under seal (where applicable) or have caused this Agreement to be signed and delivered under seal (where applicable) by a duly authorized representative. Where applicable law so provides, Borrower, Senior Lender, and Subordinate Lender intend that this Agreement shall be deemed to be signed and delivered as a sealed instrument. SENIOR LENDER: UMPQUA BANK, an Oregon state -chartered bank Monica Sharp Vice President Subordination Agreement (City of Santa Ana) Form 6456 Page S-1 Fannie Mae 09-1 Z n 701 Z Ennnie Mae City Council 39 — 477 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 BORROWER: WESTVIEW HOUSE LP, a California limited partnership By: Westview House CDP LLC, a California limited liability company, its Administrative General Partner By: Community Development Partners, a California corporation, its sole Managing Member Kyle Paine President By: Westview Mercy House CHDO LLC, a California limited liability company, its Managing General Partner By: Mercy House CHDO, Inc., a California nonprofit public benefit corporation, its sole Managing Member Lawrence G. Haynes, Jr. Executive Director Address: Westview House LP c/o Community Development Partners 3416 Via Oporto, Suite 301 Newport Beach, California 92663 Attention: President Subordination Agreement (City of Santa Ana) Form 6456 Page S-2 Fannie Mae 09-1 Z n 701 Z Ennnie Mae City Council 39 — 478 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 SUBORDINATE LENDER: CITY OF SANTA ANA, a charter city and municipal corporation Kristine Ridge City Manager ATTEST: Daisy Gomez Clerk of the Council Dated: APPROVED AS TO FORM: SONIA R. CARVALHO, City Attorney By: Rya . odge Assi taint City Attorney Dated: May 5, 2022 RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency Dated: Subordination Agreement (City of Santa Ana) Form 6456 Page S-3 Fannie Mae 09-1 Z n 701 Z Ennnie Mae City Council 39 — 479 5/17/2022eW House] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 EXHIBIT A Legal Description Subordination Agreement (City of Santa Ana) Form 6456 Page A-1 Fannie Mae 08-13 © 2013 Fannie Mae [Weswiew House] 4883-3$ I}y3¢ OunCIr000026 39 — 480 5/17/2022 EXHIBIT 6 CALIFORNIA ALL-PURPOSE 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 ss County of On , 2022 before me, , a 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) Subordination Agreement (County of Orange) Form 6456 Fannie Mae 09_1 Z n 7(Il l Fannie Mae City Council 39 — 481 5/17/20212ewHo-e] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 CALIFORNIA ALL-PURPOSE 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 ss County of On , 2022 before me, , a 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) Subordination Agreement (City of Santa Ana) Form 6456 Fannie Mae 09_1 Z (cl 7012 Fannie Mae City Council 39 — 482 5/17/20212ewHowe] 4883-3835- 436v.3 0113877-000026 EXHIBIT 6 CALIFORNIA ALL-PURPOSE 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 ss County of On , 2022 before me, , a 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) Subordination Agreement (City of Santa Ana) Form 6456 Fannie Mae 09_1 Z (cl 7012 Fannie Mae City Council 39 — 483 5/17/20212ewHowe] 4883-3835- 436v.3 0113877-000026 EXHIBIT 7 RESOLUTION NO. 2022- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ISSUANCE BY THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY OF EXEMPT FACILITY BONDS FOR A QUALIFIED RESIDENTIAL RENTAL PROJECT FOR WESTVIEW HOUSE WHEREAS, Westview House LP, a California limited partnership (the "Borrower") or a partnership of which Community Development Partners (the "Developer") or a related person to the Developer is the general partner, has requested that the California Statewide Communities Development Authority (the "Authority") adopt a plan of financing providing for the issuance of exempt facility bonds for a qualified residential rental project pursuant to Section 142(a)(7) of the Internal Revenue Code of 1986 (the "Code") in one or more series issued from time to time, including bonds issued to refund such exempt facility bonds in one or more series from time to time, and at no time to exceed $45,000,000 in aggregate principal amount (the "Bonds"), to finance or refinance the acquisition, construction, improvement and equipping of a multifamily rental housing project located at 2530 & 2534 Westminster Avenue, Santa Ana, California (the "Project"); and WHEREAS, pursuant to Section 147(f) of the Code, the issuance of the Bonds by the Authority must be approved by the "applicable elected representative" of the governmental units on whose behalf such bonds are expected to be issued and by a governmental unit having jurisdiction over the entire area in which any facility financed by such bonds is to be located, after a public hearing held following reasonable public notice; and WHEREAS, the members of the City Council of the City of Santa Ana (the "City Council") are the elected legislative members of the City and are one of the "applicable elected representatives" required to approve the issuance of the Bonds under Section 147(f) of the Code; and WHEREAS, the Authority has requested that the City Council approve the issuance of the Bonds by the Authority in order to satisfy the public approval requirement of Section 147(f) of the Code and the requirements of Section 9 of an Amended and Restated Joint Exercise of Powers Agreement, dated as of June 1, 1988 (the "Agreement"), among certain local agencies, including the City; and WHEREAS, pursuant to Section 147(f) of the Code, the City Council has, following notice duly given, held a public hearing regarding the issuance of the Bonds, and now desires to approve the issuance of the Bonds by the Authority; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The above recitals are true and correct. Section 2. The City Council hereby approves the issuance of the Bonds by the Authority. It is the purpose and intent of the City Council that this resolution constitute approval of the issuance of the Bonds by the Authority, for the purposes of (a) Section 147(f) of the Code by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is located, in accordance with said Section 147(f) and (b) Section 9 of the Agreement. City Council 39 — 484 5/17/2022 EXHIBIT 7 Section 3. The issuance of the Bonds shall be subject to approval of the Authority of all financing documents relating thereto to which the Authority is a party. The City shall have no responsibility or liability whatsoever with respect to repayment or administration of the Bonds. Section 4. The adoption of this Resolution shall not obligate the City or any department thereof to: (i) provide any financing with respect to the Project; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary with respect to the Project; (iii) make any contribution or advance any funds whatsoever to the Authority; or (iv) take any further action with respect to the Authority or its membership therein. Section 5. The City Manager and applicable Executive Directors of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents that they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution and the financing approved hereby. Section 6. This resolution shall take effect immediately upon adoption. ADOPTED this 171" day of May, 2022. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: /a - Ryan O;. Hodge Assistant City'Attorney AYES: NOES: ABSTAIN: NOT PRESENT Councilmembers Councilmembers Councilmembers Councilmembers Vicente Sarmiento Mayor City Council 39 — 485 5/17/2022 Public Works Agency www.santa-ana.org/pw Item # 40 o`7, City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: Resolution Adjusting Solid Waste Rates AGENDA TITLE Public Hearing - Adopt Resolution Adjusting the Solid Waste Rates RECOMMENDED ACTION Hold a public hearing and adopt a resolution adjusting the solid waste rates effective July 1, 2022. DISCUSSION In September 2016, Governor Jerry Brown signed Senate Bill (SB) 1383 into law, setting statewide methane reduction targets. The targets include requirements to reduce organic waste sent to landfills, such as food waste, paper products, and green waste, by 75 percent, and increase the rescue of edible food by 20 percent by 2025. To achieve this goal, SB 1383 requires cities to implement the following actions by January 1, 2022: adopt a mandatory recycling ordinance; provide new organics recycling services to all residential, multi -family properties, and commercial businesses; develop an edible food recovery program; purchase organic materials and recycled content paper products; require franchise solid waste services provider to comply with SB 1383 through the City franchise agreement; and establish compliance, enforcement, education, and reporting programs. In order to comply with SB 1383 requirements, to expand programing and services, and due to the expiration of the current solid waste agreement, the City Council entered into a new exclusive franchise agreement for the collection of solid waste on August 17, 2021, with services commencing July 1, 2022. The agreement includes rates for existing and new services. As such, staff recommends the adoption of a resolution adjusting solid waste collection rates (Exhibit 1). Tvaical Residential Bill Imaact The typical rate of a residential curbside cart customer will increase $0.37 per month, effective July 1, 2022. The rate adjustment is based on the actual cost to provide services. When compared to neighboring cities, the typical Santa Ana customer will continue to pay City Council 40 — 1 5/17/2022 Adopt Resolution Adjusting Solid Waste Rates May 17, 2022 Page 2 a similar amount, on average, for curbside cart service as neighboring cities such as Garden Grove, Brea, Fullerton and Yorba Linda. Public Hearing Notification As required by the provisions of Proposition 218, notice of a public hearing regarding the adjustment of solid waste rates was mailed to all property owners within the City of Santa Ana's solid waste service area on or before April 1, 2022. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no net fiscal impact associated with this action as the additional revenue collected will be used to comply with the state mandates. EXHIBIT(S) 1. Resolution Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager City Council 40 — 2 5/17/2022 EXHIBIT 1 RESOLUTION NO. 2022-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADJUSTING RATES FOR RESIDENTIAL, MULTIFAMILY, COMMERCIAL, INDUSTRIAL, AND CONSTRUCTION AND DEMOLITION SOLID WASTE COLLECTION AND PROCESSING SERVICES PROVIDED BY THE CITY OF SANTA ANA WHEREAS, Chapter 16 of the Santa Ana Municipal Code, Article II, Section 16- 30, provides that the City and its solid waste collection contractor have the exclusive duty, right, and privilege to collect, transport, process, recycle, divert by means of composting, mulching, and/or transforming, retain, and dispose of all solid waste accumulated, produced or generated in the City; and WHEREAS, Chapter 16 of the Santa Ana Municipal Code, Article II, Section 16- 35, authorizes the City to charge for the provision of solid waste collection services to customers within the City of Santa Ana and to establish those rates by resolution; and WHEREAS, on August 17, 2021, the Santa Ana City Council approved a new solid waste agreement with Republic Services, specifically entitled "Agreement between City of Santa Ana and Republic Waste Services of Southern California, LLC dba Republic Services for Collection and Handling of Solid Waste Generated, Produced and/or Accumulated in the City of Santa Ana," Agreement No. A-2021-171 ("Solid Waste Agreement"); and WHEREAS, the Solid Waste Agreement includes proposed service rates that are scheduled to take effect on July 1, 2022, subject to special and annual rate adjustments that would become effective July 1, 2023 through July 1, 2026, as described in Exhibit A (collectively, the "Charges"); and WHEREAS, the rate structure for solid waste, recycling, and organics collections includes several customer classes —residential, multifamily, commercial, industrial, and construction and demolition, based on the container size, type of service, and frequency of collection; and WHEREAS, the Charges are property -related fees within the meaning of Article XIII D of the California Constitution; and WHEREAS, the Charges are equitable to all customer classes; and WHEREAS, Article XIII D, section 6 of the California Constitution ("Article XIII D") requires that prior to imposing new or increased Charges, the City shall provide written notice by mail of the new or increased Charges to the record owner of each parcel upon which the Charges are proposed for imposition and any tenant directly liable for payment of the Charges, the amount of the Charges proposed to be imposed on each Resolution No. 2022-XXX City Council 40 — 3 5/1 /26j of 3 parcel, the basis upon which the Charges were calculated, the reason for the Charges, and the date, time, and location of a public hearing on the proposed Charges; and WHEREAS, on April 1, 2022, the City distributed notices as required by Article XIII D regarding the City Council's consideration of the Charges at a public hearing scheduled for May 17, 2022, to all owners of record in accordance with Article XIII D, Section 6(a)(1) of the California Constitution and Government Code Section 53755; and WHEREAS, on May 17, 2022, the City Council held a duly noticed public hearing on the Charges contained in this Resolution within Exhibit A, and at that time invited oral and written comments from the public; and WHEREAS, upon close of said public hearing, the City did receive written protests to the Charges, and therefore there has been no majority protest; and WHEREAS, the City Council now desires to establish and impose the proposed Charges as set forth in Exhibit A, for the five-year period commencing July 1, 2022 through June 30, 2027. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The adoption of this Resolution falls within a statutory exemption from environmental review pursuant to sections 15273, 15060(c)(2) of the State Guidelines for Implementation of the California Environmental Quality Act (CEQA), which pertain to the establishment, modification, structuring, restructuring, or approval of rates and charges by public agencies which the public agency finds are for the purpose of meeting operating expenses, and pertain to activities that will not result in a direct or reasonably foreseeable indirect change to the environment and that are not defined as a project under CEQA Regulations. Section 2. After considering the material presented in Exhibit A, the City Council hereby finds as follows: (a) Revenues derived from the Charges do not exceed the funds required to provide the property -related service; (b) Revenues derived from the Charges shall not be used for any purpose other than that for which the Charges are imposed; (c) The amount of the Charges imposed upon any parcel or person does not exceed the proportional cost of services attributable to the parcel; (d) The Charges are for services actually used by, or immediately available to, the owner of the property upon which the Charges are imposed; and (e) The Charges will not be expended for general governmental purposes. Section 3. After receiving public comment and testimony on the proposed Charges, and absent a majority protest to the proposed Charges, the Charges are Resolution No. 2022-XXX City Council 40 — 4 5/1 /26j of 3 hereby approved to take effect on the dates, in the amounts, and at the rates described in Exhibit A, attached and incorporated herein by this reference. 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. To the extent any other resolution of the City conflicts with the provisions set forth herein, it is the explicit intent of the City Council that the provisions of this Resolution shall supersede. ADOPTED this day of , 2022. Vicente Sarmiento Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: John M. Funk Chief Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby certify the attached Resolution No. 2022 - to be the original resolution adopted by the City Council of the City of Santa Ana on )2022. Date: Clerk of the Council City of Santa Ana Resolution No. 2022-XXX City Council 40 — 5 5/1 /IB of 3 EXHIBIT A Service Effective July 1, 2022 RESIDENTIAL MONTHLY RATES Standard Service Curbside Service (Includes 1 Refuse, 1 Recycling Cart, and 1 Organics Cart, Any Size) $22.94 Senior/Mobile Home Low -Volume Curbside Service (35-Gallon Carts) $17.82 Additional Curbside Service Unit Rates Additional Refuse Cart - Above One $5.85 Additional Recycling Cart - Above One $2.00 Additional Organics Cart - Above One $2.00 Contamination Fee (4th and Subsequent Event) $10.77 Damaged Cart Penalty $48.46 Steam Cleaning of Curbside Carts $26.92 Walk -Out Service For Other Than Disabled Individuals $26.92 Residential Extra Pick -Up Per Container Charge $37.42 Bulky Item Pickup Fee In Excess of 4 Free Pickups per Year and/or 4 items perpickup) $47.44 Kitchen Pail Purchase (each) $12.00 COMMERCIAL CURBSIDE CART RATES Base Service Cart Services (Includes 1 Refuse and 1 Recycling Cart, Any Size, Collected Once Per Week) $175.00 Organics Cart (Any Size, Collected Once Per Week) $75.00 Additional Curbside Service Unit Rates Additional Refuse Cart - Above One $100.00 Additional Recycling Cart - Above One $75.00 Additional Organics Cart - Above One $75.00 RESIDENTIAL/MULTIFAMILY AND COMMERCIAL BIN REFUSE RATES 1 Cubic Yard Refuse Bin 1 Yard Refuse Bin x 1/Week $113.54 1 Yard Refuse Bin x 21Week $199.11 1 Yard Refuse Bin x 3/Week $284.84 1 Yard Refuse Bin x 41Week $370.61 1 Yard Refuse Bin x 5/Week $456.26 1 Yard Refuse Bin x 6/Week $569.73 2 Cubic Yard Refuse Bin 2 Yard Refuse Bin x 1/Week $129.48 2 Yard Refuse Bin x 2/Week $231.24 2 Yard Refuse Bin x 3/Week $332.86 2 Yard Refuse Bin x 4/Week $434.47 2 Yard Refuse Bin x 51Week $536.13 2 Yard Refuse Bin x 6/Week $679.58 3 Cubic Yard Refuse Bin City Council 40 — 6 5/17/2022 EXHIBIT A Service Effective July 1, 2022 3 Yard Refuse Bin x 1/Week $187.32 3 Yard Refuse Bin x 2/Week $346.82 3 Yard Refuse Bin x 3/Week $506.25 3 Yard Refuse Bin x 4/Week $665.68 3 Yard Refuse Bin x 5/Week $825.12 3 Yard Refuse Bin x 61Week $1,054.12 4 Cubic Yard Refuse Bin 4 Yard Refuse Bin x 1/Week $245.17 4 Yard Refuse Bin x 2/Week $448.40 4 Yard Refuse Bin x 3/Week $651.71 4 Yard Refuse Bin x 4/Week $855.12 4 Yard Refuse Bin x 5/Week $1,054.43 4 Yard Refuse Bin x 6/Week $1,358.25 6 Cubic Yard Refuse Bin 6 Yard Refuse Bin x 1/Week $350.87 6 Yard Refuse Bin x 2/Week $664.83 6 Yard Refuse Bin x 3/Week $979.59 6 Yard Refuse Bin x 41Week $1,294.73 6 Yard Refuse Bin x 5/Week $1,609.62 6 Yard Refuse Bin x 6/Week $2,085.25 RESIDENTIAL/MULTIFAMILY AND COMMERCIAL BIN RECYCLING RATES (75% OF REFUSE RATE) 1 Cubic Yard Recycling Bin 1 Yard Recycling Bin x 1/Week $85.16 1 Yard Recycling Bin x 2/Week $149.33 1 Yard Recycling Bin x 3/Week $213.63 1 Yard Recycling Bin x 4/Week $277.96 1 Yard Recycling Bin x 5/Week $342.20 1 Yard Recycling Bin x 6/Week $427.30 2 Cubic Yard Recycling Bin 2 Yard Recycling Bin x 1/Week $97.11 2 Yard Recycling Bin x 2/Week $173.43 2 Yard Recycling Bin x 3/Week $249.65 2 Yard Recycling Bin x 4/Week $325.85 2 Yard Recycling Bin x 5/Week $402.10 2 Yard Recycling Bin x 6/Week $509.69 3 Cubic Yard Recycling Bin 3 Yard Recycling Bin x 1/Week $140.49 3 Yard Recycling Bin x 2/Week $260.12 3 Yard Recycling Bin x 3/Week $379.69 3 Yard Recycling Bin x 4/Week $499.26 3 Yard Recycling Bin x 5/Week $618.84 3 Yard Recycling Bin x 6/Week $790.59 4 Cubic Yard Recycling Bin City Council 40 — 7 5/17/2022 EXHIBIT A Service Effective July 1, 2022 4 Yard Recycling Bin x 1/Week $183.88 4 Yard Recycling Bin x 2/Week $336.30 4 Yard Recycling Bin x 3/Week $488.78 4 Yard Recycling Bin x 4/Week $641.34 4 Yard Recycling Bin x 5/Week $790.82 4 Yard Recycling Bin x 6/Week $1,018.69 RESIDENTIAL/MULTIFAMILY AND COMMERCIAL SPLIT BIN REFUSE/RECYLING RATES 2 Cubic Yard Refuse/Recycling Split Bin 2 Yard Refuse/Recycling Split Bin x 1/Week $198.70 2 Yard Refuse/Recycling Split Bin x 2/Week $348.44 2 Yard Refuse/Recycling Split Bin x 3/Week $498.47 2 Yard Refuse/RecyclingRefuse/Recycling Split Bin x 4/Week $648.57 2 Yard Refuse/Recycling Split Bin x 5/Week $798.46 2 Yard Refuse/Recycling Split Bin x 6/Week $997.03 3 Cubic Yard Refuse/Recycling Split Bin 3 Yard Refuse/Recycling Split Bin x 1/Week $212.65 3 Yard Refuse/Recycling Split Bin x 2/Week $376.56 3 Yard Refuse/Recycling Split Bin x 3/Week $540.49 3 Yard Refuse/RecyclingRefuse/Recycling Split Bin x 4/Week $704.45 3 Yard Refuse/Recycling Split Bin x 5/Week $868.35 3 Yard Refuse/Recycling Split Bin x 6/Week $1,093.15 4 Cubic Yard Refuse/Recycling Split Bin 4 Yard Refuse/Recycling Split Bin x 1/Week $226.59 4 Yard Refuse/Recycling Split Bin x 2/Week $404.67 4 Yard Refuse/Recycling Split Bin x 3/Week $582.51 4 Yard Refuse/Recycling Split Bin x 4/Week $760.32 4 Yard Refuse/Recycling Split Bin x 5/Week $938.23 4 Yard Refuse/RecyclingRefuse/Recycling Split Bin x 6/Week $1,189.27 RESIDENTIAL/MULTIFAMILY AND COMMERCIAL ORGANICS BIN RATES (75% OF REFUSE RATE) Organic Bin Rates 2 Yard Organics Bin x 1/Week $97.11 2 Yard Organics Bin x 2/Week $173.43 2 Yard Organics Bin x 3/Week $249.65 2 Yard Organics Bin x 4/Week $325.85 2 Yard Organics Bin x 5/Week $402.10 2 Yard Organics Bin x 6/Week $509.69 RESIDENTIAL/MULTIFAMILY AND COMMERCIAL ORGANICS AND RECYCLING CART RATES FOR BIN CUSTOMERS Any Size Organics Cart Rates for Bin Customers Any Size Organics Cart x 1/Week $75.00 City Council 40 — 8 5/17/2022 EXHIBIT A Service Effective July 1, 2022 Any Size Organics Cart x 2/Week $157.50 Any Size Organics Cart x 3/Week $232.50 Any Size Organics Cart x 4/Week $307.50 Any Size Organics Cart x 51Week $382.50 Any Size Organics Cart x 6/Week $457.50 Any Size Recycling Cart Rates for Bin Customers Any Size Recycling Cart x 1/Week $75.00 Any Size Recycling Cart x 2/Week $157.50 Any Size Recycling Cart x 3/Week $232.50 Any Size Recycling Cart x 4/Week $307.50 Any Size Recycling Cart x 5/Week $382.50 Any Size Recycling Cart x 6/Week $457.50 ADDITIONAL SERVICE RATES Extra Pickup $94.92 Enclosure Charge 1/Week $4.13 Enclosure Charge 2/Week $8.26 Enclosure Charge 3/Week $12.39 Enclosure Charge 4/Week $16.52 Enclosure Charge 51Week $20.65 Enclosure Charge 61Week $24.78 25' to 50' Push -Out Charge 1 /Week $12.46 25' to 50' Push -Out Charge 2/Week $24.93 25' to 50' Push -Out Charge 3/Week $37.39 25' to 50' Push -Out Charge 4/Week $49.85 25' to 50' Push -Out Charge 5/Week $62.32 25' to 50' Push -Out Charge 6/Week $74.78 >50" Push -Out Charge UWeek $18.69 >50" Push -Out Charge 2/Week $37.39 >50" Push -Out Charge 3/Week $56.08 >50" Push -Out Charge 4/Week $74.78 >50" Push -Out Charge 51Week $93.47 >50" Push -Out Charge 61Week $112.17 Bin Overage Fee $39.88 Restart Fee $22.18 Commercial Exchange Fee $63.22 Roll -Off Trip Charge (Dry Run $75.85 Return Trip Fee $75.85 Commercial Bulky Item Pickup Fee $47.44 Multifamily: Additional Bulky Item pickups/items: 10 items per dwelling unit per quarter (unused items do not roll-over to nextquarter) No charge Up to 2 items per pickup in excess of 10 free items per dwelling unit per quarter $54.31 Per item per pickup above 2 $7.24 Cleaning Fee - Commercial/Roll-Off $31.97 City Council 40 - 9 5/17/2022 EXHIBIT A Service Effective July 1, 2022 Bin Relocation Fee $53.85 Commercial and Roll -Off Contamination Penalty 4th and Subsequent Events $53.85 Split -Bin Setup Fee $105.91 Locking Bin 1/Week $3.33 Locking Bin 2/Week $3.33 Locking Bin 3/Week $3.33 Locking Bin 4/Week $3.33 Locking Bin 5/Week $3.33 Locking Bin 6/Week $3.33 Scout Service 1/Week $45.00 Scout Service 2/Week $90.00 Scout Service 3/Week $135.00 Scout Service 4/Week $180.00 Scout Service 5/Week $225.00 Scout Service 6/Week $270.00 PERMANENT ROLL -OFF, COMPACTOR ROLL -OFF, AND TEMPORARY BIN RATES Any Size Permanent Refuse Roll -Off $336.00 Any Size Permanent Recycling Roll -Off $336.00 Any Size Permanent Organics Roll -Off $336.00 Any Size Compactor $403.20 3-Yard Temp Bin $151.76 Refuse Rate Per Ton $82.97 Recycling Rate Per Ton $87.97 Organics Rate Per Ton $125.00 C&D ROLL -OFF BOX AND TEMPORARY C&D BIN RATES Mixed C&D Roll -Off Any size - Up to 8 Tons Per Load Included $670.29 3-Yard TernC&D Bin $175.00 Mixed C&D Processing/Disposal - Per Ton in Excess of 8 Tons Per Load $104.73 The rates above will go into effect on July 1, 2022 (rate year one). As further described below, there shall be a special rate adjustment for rate years two through four, and annual rate adjustments for rate years two through five, based on the methodology contained in the tables below. SPECIAL RATE ADJUSTMENT Rate Year Additional Rate Increase Percentage Rate Year Two - (July 1, 2023 — June 30, 2024) 1% Rate Year Three - (July 1, 2024 — June 30, 2025 2.25% Rate Year Four - (July 1, 2025 — June 30, 2026) 2.25% Rate Year Five - (July 1, 2026 — June 30, 2027) 0% City Council Page 0 4 — 10 5/17/2022 EXHIBIT A ANNUAL RATE ADJUSTMENT SOLID WASTE SERVICES RATE ADJUSTMENT METHODOLOGY RESIDENTIAL CURBSIDE, MULTIFAMILY AND COMMERCIAL SERVICES COST COMPONENTS % of Costs (1) Cost Component Rate Adjustment Index ( 0 Uv� z Consumer Price Index for All Urban Consumers A. Service 72% 78% (CUUROOOSAOLIE), all items less food and energy — U.S. City Average 2 B. Fuel 5% 5% Producer Price Index WPU05522101, Fuels and related products and power — Commercial natural gas 2) C. Disposal 23% 17% Waste Disposal Agreement per ton gate rate at Orange County Landfill System Total 000% 100% (1) Weightings may be adjusted annually based on the adjustment process described in the franchise agreement with Republic Services. (2) Average annual change for the 12 months ending December of the previous Calendar Year compared to the 12 months ending in December of year prior. ROLL -OFF COST COMPONENTS ROLL -OFF PULL FEE PER LOAD — ALL TYPES AND SIZES Cost Component % of Costs (1) Rate Adjustment Index Consumer Price Index for All Urban Consumers A. Service 90% (CUUROOOSAOLIE), all items less food and energy — U.S. City Average 2 B. Fuel 10% Producer Price Index WPU05522101, Fuels and related products and power — Commercial natural gas 2 Total 100% ROLL -OFF TONNAGE CHARGE Cost Component Rate Adjustment Index C. Tonnage Charge Consumer Price Index for All Urban Consumers (CUUROOOSAO), all items, not seasonally adjusted — U.S. City Average 2 (1) Weightings may be adjusted annually based on the adjustment process described in the franchise agreement with Republic Services. (2) Average annual change for the 12 months ending December of the previous Calendar Year compared to the 12 months ending in December of year prior. City Council 4 — 11 5/17/2022 EXHIBIT A CONSTRUCTION AND DEMOLITION SERVICES Cost Component Rate Adjustment Index All Customer C&D Consumer Price Index for All Urban Consumers (CUUROOOSAO), all items, A Rates not seasonally adjusted — U.S. City Average 1 (1) Average annual change for the 12 months ending December of the previous Calendar Year compared to the 12 months ending in December of year prior. City Council 40 — 12 5/17/2022