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Agenda Packet_2023-09-19
City Council Meeting Packet September 19, 2023 CLOSED SESSION MEETING - 5:00 PM REGULAR OPEN MEETING - 5:30 PM (Immediately following the Closed Session Meeting) CITY COUNCIL CHAMBER 22 Civic Center Plaza Santa Ana, CA 92701 Valerie Amezcua Mayor Thai Viet Phan Councilmember —Ward 1 Jessie Lopez Mayor Pro Tem - Ward 3 Johnathan Ryan Hernandez Councilmember - Ward 5 Benjamin Vazquez Councilmember - Ward 2 Phil Bacerra Councilmember - Ward 4 David Penaloza 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 Jennifer L. Hall City Clerk In compliance with the Americans with Disabilities Act (ADA), if you need special assistance to participate in this Meeting, iscontact 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 9/19/2023 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 9/19/2023 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 City Clerk, 20 Civic Center Plaza M-30, Santa Ana, CA 92701. All written communications received via mail by 4:00 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 two (2) hours before the scheduled start 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. 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 5:00 p.m. for Closed Session items and by 5:45 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 9/19/2023 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 BY 5:00 p.m. Speakers who are not in the speaker queue by 5:00 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 5:45 p.m. Speakers who are not in the speaker queue by 5:45 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 5:45 p.m. will not be permitted to speak. TRANSLATION SERVICES - Spanish interpreting services are provided at City Council meetings. Simultaneous Spanish interpretation is provided through the use of headsets and consecutive interpretation (Spanish -to -English) in addition to those wishing to address the City Council at the podium. La ciudad provee servicios de interpretacion all espanol en las juntas del Concilio. La interpretacion simultanea al espanol se ofrece por medio del use de audifonos y la interpretacion consecutiva (espanol a ingles) tambien esta disponible para cualquiera que desee dirigirse all concilio municipal en el podio. 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 9/19/2023 CALL TO ORDER ATTENDANCE ROLL CALL CLOSED SESSION Council Members Phil Bacerra Johnathan Ryan Hernandez David Penaloza Thai Viet Phan Benjamin Vazquez Mayor Pro Tern Jessie Lopez Mayor Valerie Amezcua City Manager Kristine Ridge City Attorney Sonia R. Carvalho City Clerk Jennifer L. Hall ADDITIONS\DELETIONS TO CLOSED SESSION PUBLIC COMMENTS — Members of the public may address the City Council on Closed Session items. RECESS — City Council will recess to Closed Session for the purpose of conducting regular City business. CLOSED SESSION ITEMS — The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: CONFERENCE WITH LEGAL COUNSEL -EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: A. Myles Ramsey v. City of Santa Ana, et al., United States District Court (Central District of California), Case No. 8:21-CV-00825-JLS-KES B. Share Our Selves Corporation v City of Santa Ana, et al., United States District Court (Central District of California), Case No. 8:23-CV-00504-DOC-DFM RECONVENE — City Council will reconvene to continue regular City business. City Council 5 9/19/2023 CITY COUNCIL REGULAR OPEN SESSION CALL TO ORDER ATTENDANCE Council Members Mayor Pro Tern Mayor City Manager City Attorney City Clerk ROLL CALL Phil Bacerra Johnathan Ryan Hernandez David Penaloza Thai Viet Phan Benjamin Vazquez Jessie Lopez Valerie Amezcua Kristine Ridge Sonia R. Carvalho Jennifer L. Hall PLEDGE OF ALLEGIANCE Sunburst Youth Academy WORDS OF INSPIRATION Cadet Helstern, Sunburst Youth Academy ADDITIONS\DELETIONS TO THE AGENDA CEREMONIAL PRESENTATIONS 1. Certificates of Recognition presented by Councilmember Phan to Sunburst Youth Challenge Academy Cadets for Academic Excellence/Accomplishments. 2. City Tile presented by Mayor Amezcua to the Sahuayo City Council for their Commitment to Fostering a Sister City relationship with the Santa Ana Community. 3. Certificates of Recognition presented by Mayor Pro Tern Lopez to the City's Housing Division Team for Outstanding Contributions to the Community. STAFF PRESENTATIONS 4. Informational Briefing and Update on PFAS Cleanup by Orange County Water District 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. City Council 6 9/19/2023 I CONSENT CALENDAR RECOMMENDED ACTION: Approve staff recommendations on the following Consent Calendar Items: 5 through 24 and waive reading of all resolutions and ordinances. 5. Excused Absences Department(s): City Clerk's Office Recommended Action: Excuse the absent members. 6. Appoint Gabriel Castillo Laughton Nominated by Mayor Pro Tern Lopez as the Ward 3 Representative to the Police Oversight Commission for a Full -Term Expiring December 10, 2024 Department(s): City Clerk's Office Recommended Action: Appoint Gabriel Castillo Laughton to the Police Oversight Commission as the Ward 3 representative and administer the Oath of Office. 7. Minutes from the Special Closed Session and Regular Meeting of December 20, 2022 Department(s): City Clerk's Office Recommended Action: Approve minutes. 8. Approve Destruction of Obsolete City Records Department(s): Finance and Management Services Recommended Action: Approve the request for the destruction of obsolete records from the Finance & Management Services in accordance with the retention schedule outlined in City Council Resolution 2013-014. 9. Approve Appropriation Adjustment to Carry Over Unspent Amounts from Fiscal Year 2022-23 to Fiscal Year 2023-24 Department(s): Finance and Management Services Recommended Action: 1. Approve an Appropriation Adjustment to reduce the FY 2022-23 budget for unspent amounts to be carried over to FY 2023-24. (Requires five affirmative votes) 2. Approve an Appropriation Adjustment to increase the FY 2023-24 budget for amounts carried forward from FY 2022-23. (Requires five affirmative votes) 10. Approve an Appropriation Adjustment Accepting the Board of State and Community Corrections Officer Wellness and Mental Health Grant Program City Council 7 9/19/2023 Department(s): Police Department Recommended Action: Approve an appropriation adjustment recognizing $246,431.01 in the Law Enforcement Grants revenue account and appropriate same to the Board of State and Community Corrections Police Grants expenditure accounts. (Requires five affirmative votes) 11. Approve an Appropriation Adjustment to Recognize Measure M2 Grant Funding and Amend the Fiscal Year 2023-24 Capital Improvement Program for the Fairview Street Improvement Project (Project No. 23-6701) Department(s): Public Works Agency Recommended Action: 1. Approve an appropriation adjustment recognizing Measure M2 grant funding in the amount of $825,000 into the Public Works Measure M2 Competitive revenue account and appropriate the same amount into the Measure M2 Competitive Street, Improvements Other Than Building expenditure account for future year expenditures. (Requires five affirmative votes) 2. Approve an amendment to the Fiscal Year 2023-24 Capital Improvement Program to include Measure M2 grant funding in the amount of $825,000 for the Fairview Street Improvements (17th Street to Trask Avenue) Project (Project No. 23- 6701). 12. Approve an Appropriation Adjustment, Cooperative Cost Reimbursement Agreement with the City of Garden Grove, and Award a Construction Contract to R.J. Noble Company in the Amount of $1,643,676 for the Westminster Avenue Rehabilitation Project from Newhope Street to Harbor Boulevard with an Estimated Project Delivery Cost of $2,112,595 (Project No. 22-6989) (Non -General Fund) Department(s): Public Works Agency Recommended Action: 1. Approve an appropriation adjustment recognizing $542,000 in cost reimbursements from the City of Garden Grove into the Selected Street Construction revenue account, and appropriating the same amount to the Selected Street Construction expenditure account for the Westminster Avenue Improvement Project. (Requires five affirmative votes.) 2. Authorize the City Manager to execute a Cooperative Cost Reimbursement Agreement with the City of Garden Grove for improvements on Westminster Avenue within the Garden Grove jurisdiction from Newhope Street to Harbor Boulevard, subject to non -substantive changes approved by the City Manager and the City Attorney (Agreement No. 2023-XXX). 3. Authorize budget reallocation of $185,405 in unspent Roadway Maintenance and Rehabilitation Account (SB-1) from the Fairview Rehabilitation from South City Limits to Segerstrom Avenue Improvement (No. 21-6978) Project and $47,595 in unspent Roadway Maintenance and Rehabilitation Account (SB-1) from the Euclid Rehabilitation from First Street to Hazard Avenue Improvements (No. 20-6955) Project to construction funds for the Westminster Avenue Rehabilitation from City Council 8 9/19/2023 Newhope Street to Harbor Boulevard Project (No. 22-6989) to complete the project funding requirement 4. Award a construction contract to R.J. Noble Company, the lowest responsible bidder, in accordance with the base bid in the amount of $1,643,676, subject to change orders (not to exceed 25% of the base bid amount) in accordance with the Greenbook: Standard Specifications for Public Works Construction, for construction of the Westminster Avenue Rehabilitation, for the term beginning September 19, 2023 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. 5. Approve the Project Cost Analysis for a total estimated construction delivery cost of $2,112,595, which includes $1,643,676 for the construction contract; $246,551 for contract administration, inspection, and testing; $58,000 for design engineering; and a $164,368 project contingency for unanticipated or unforeseen work. 6. Determine that the recommended actions are exempt from further review in accordance with the California Environmental Quality Act as Categorical Exemption Environmental Review No. ER-2023-77 was filed for the project. 13. Approve an Appropriation Adjustment and Award a Construction Contract to Legion Contractors, Inc. in the Amount of $3,366,625 for the Standard — McFadden Park Project, with an Estimated Project Delivery Cost of $4,208,281 (Project No. 20-2729) (Non -General Fund) Department(s): Public Works Agency Recommended Action: 1. Approve an appropriation adjustment to recognize $669,060 in revenue received from prior years into the Residential Development District 3, Park Acquisition & Development Fees revenue account and appropriate the same amount into the Residential Development District 3, Improvements Other Than Building expenditure account. (Requires five affirmative votes) 2. Approve an amendment to the FY 2023-24 Capital Improvement Program to include $669,060 in construction funds for the Standard — McFadden Park Project (Project No. 20-2729). 3. Award a construction contract to Legion Contractors, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $3,366,625, subject to change orders (not to exceed 25 percent of the base bid amount) in accordance with the Greenbook: Standard Specifications for Public Works Construction, for construction of the Standard — McFadden Park Project, for a term beginning September 19, 2023 and ending upon project completion, and authorize the City Manager to execute the contract subject to non -substantive changes approved by the City Manager and the City Attorney. 4. Approve the project cost analysis for a total estimated construction delivery cost of $4,208,281, which includes $3,366,625 for the construction contract; $504,994 for contract administration, inspection, and testing; and a $336,662 project contingency City Council 9 9/19/2023 for unanticipated or unforeseen work. 5. Determine the recommended actions are exempt from further review in accordance with the California Environmental Quality Act as Categorical Exemption Environmental Review No. ER-2021-97 was filed for the project. 14. Approve an Amendment to the Fiscal Year 2023-24 Capital Improvement Program for $53,000 and Award a Construction Contract to Hardy & Harper, Inc. in the Amount of $540,000 for the Traffic Calming Phase 1 in Five Separate Locations on Grovemont St., Civic Center Dr., Walnut St., Myrtle St., and Cypress Ave., with an Estimated Project Delivery Cost of $648,000 (Project No. 23-6034) (General Fund) Department(s): Public Works Agency Recommended Action: 1. Approve an amendment to the FY 2023-24 Capital improvement Program to include $53,000 in construction funds for the Traffic Calming Phase 1 (Project No. 23-6034). 2. Authorize the City Manager to reject the bid submitted by HZS Engineering and Construction as non -responsive and award a construction contract to Hardy & Harper, Inc. the lowest responsible bidder, in accordance with the base bid in the amount of $540,000 for construction of the Traffic Calming Phase 1, for a term beginning September 19, 2023 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. 3. Approve the Project Cost Analysis for a total estimated construction delivery cost of $648,000, which includes $540,000 for the construction contract; $54,000 for contract administration, inspection, and testing; and a $54,000 project contingency for unanticipated or unforeseen work. 4. Determine that the recommended actions are exempt from further review in accordance with the California Environmental Quality Act as Categorical Exemption Environmental Review No. ER-2023-35 was filed for the project. 15. Approve Agreements with Interwest Consulting Group, Inc. and Epic Land Solutions, Inc. for On -Call Right -of -Way Coordination Services in an Aggregate Amount Not to Exceed $250,000 for up to a Five -Year Term (Non -General Fund) Department(s): Public Works Agency Recommended Action: Authorize the City Manager to execute agreements with Interwest Consulting Group, Inc. and Epic Land Solutions, Inc. to provide on -call right- of-way coordination services for a shared aggregate amount not to exceed $250,000, for a three-year term beginning September 19, 2023 and expiring on September 18, 2026, with the provision for one, two-year extension, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2023- XXX). 16. Amend the Agreement with Elliott Auto Supply Co., Inc. dba Factory Motor Parts by City Council 10 9/19/2023 Increasing the Existing Agreement by an Annual Amount Not to Exceed $500,000 for the Remainder of the Contract Term (Specification No. 19-085) (Non -General Fund) Department(s): Public Works Agency Recommended Action: Authorize the City Manager to execute the first amendment to the agreement with Elliott Auto Supply Co., Inc. dba Factory Motor Parts for consignment vehicle parts and accessories by increasing the annual amount by $160,000, for a revised annual amount not to exceed $500,000, for the remainder of the current one-year term expiring June 30, 2024, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2023-XXX). 17. Approve Agreements with Enterprise Automation, Northern Digital, Inc., and SOFFA Electric, Inc. to Provide Functional Specifications and SCADA Source Control and Change Control Services in an Aggregate Amount Not to Exceed $1,250,000 for up to a Five -Year Term (Non -General Fund) Department(s): Public Works Agency Recommended Action: Authorize the City Manager to execute agreements with Partners in Control, Inc. dba Enterprise Automation, Northern Digital, Inc., and SOFFA Electric, Inc. to provide on -call engineering services to prepare functional specifications and to provide supervisory control and data acquisition, source control, and change control services, for a shared aggregate amount not to exceed $1,250,000, for a three-year term beginning September 19, 2023 and expiring September 18, 2026, with provisions for one, two-year extension, subject to non - substantive changes approved by the City Manager and City Attorney (Agreement No. 2023-XXX). 18. Approve the First Amendment to the IPS Group, Inc. Agreement for Increased Monthly Smart Parking Meters Service Cost, Warranty Purchase, Repair, Modem Upgrades, and Contingency Cost in the Amount of $540,000 (Non -General Fund) Department(s): Community Development Agency Recommended Action: Authorize the City Manager to execute an amendment to the agreement with IPS Group, Inc. for increased monthly smart parking meters service cost, warranty purchase, repairs, and modem upgrades, to increase the compensation amount by $540,000, for a total amount not to exceed $840,000 for the existing term of February 15, 2022 to February 14, 2027, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2023- XXX). 19. Approve an Agreement with Empower Annuity Insurance Company for Administrative, Recordkeeping, and Communication Services Pertaining to the 457 Deferred Compensation Plan Department(s): Finance and Management Services Recommended Action: Authorize the City Manager to execute a Restated Master City Council 11 9/19/2023 Services Agreement with Empower Annuity Insurance Company for the administrative, recordkeeping, and communication services ("services") pertaining to the 457 Deferred Compensation Plan for a three-year term beginning October 1, 2023 through September 30, 2026, with a provision for a single two-year extension, subject to non -substantive changes approved by the City Manager and the City Attorney (Agreement No. 2023-XXX). 20. Approve Master Service Agreement with Lexipol, LLC to provide Policy Manual Maintenance and Support to the Police Department (General Fund and Non -General Fund) (continued from City Council meeting of August 29, 2023, Item No. 14) Department(s): Police Department Recommended Action: Authorize the City Manager to execute an agreement with Lexipol, LLC for the period of October 1, 2023 through September 30, 2026, to provide policy manual maintenance, support, and training services to the Police Department in an amount not to exceed $175,573.29, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2023- XXX). 21. Second Extension of Site Plan Review No. 2020-04 for the Central Pointe Mixed -Use Project to be Located at 1801 East Fourth Street Department(s): Planning and Building Agency Recommended Action: Adopt a resolution approving a second one-year extension of Site Plan Review No. 2020-04 to November 9, 2024. RESOLUTION NO. 2023-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A ONE-YEAR EXTENSION OF SITE PLAN REVIEW NO. 2020-04 FOR THE CENTRAL POINTE MIXED -USE DEVELOPMENT TO BE LOCATED AT 1801 EAST FOURTH STREET (includes determination that this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) of the CEQA Guidelines as the proposed action to extend the existing, approved entitlement does not have the potential to cause a significant effect on the environment, as the existing, approved entitlement has already been evaluated pursuant to CEQA). 22. Resolutions Supporting Orange County Water District's Submission of a Grant Application for Wells 27 and 28 PFAS Treatment System Project Department(s): Public Works Agency Recommended Action: Adopt a resolution authorizing the Executive Director of the Public Works Agency to submit a financial assistance application for a financing agreement from the State Water Resources Control Board for the planning, design, and construction of the Wells 27 and 28 PFAS Treatment System Project. City Council 12 9/19/2023 RESOLUTION NO. 2023-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING AN APPLICATION TO THE STATE WATER RESOURCES CONTROL BOARD FOR FINANCIAL ASSISTANCE FOR THE WELLS 27 AND 28 PFAS TREATMENT SYSTEM PROJECT 2. Adopt a resolution declaring the Wells 27 and 28 PFAS Treatment System Project is categorically exempt from the California Environmental Quality Act pursuant to Section 1503 of California Environmental Quality Act Guidelines. RESOLUTION NO. 2023-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CONSIDERING CITY OF SANTA ANA WELLS 27 AND 28 PFAS TREATMENT SYSTEM PROJECT EXEMPT (includes determination that this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Section 15303 of the CEQA Guidelines as the proposed action consists of the construction and operation of small treatment plants and associated connection facilities at previously disturbed sites representing the development of limited numbers of new, small facilities or structures and it would not result in any significant impacts to the environment). 23. Councilmember-Requested Item Policy Department(s): City Manager's Office Recommended Action: Adopt a resolution approving the City Council Policy Regarding Councilmember-Requested Items. RESOLUTION NO. 2023-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE CITY COUNCIL POLICY REGARDING COUNCILMEMBER-REQUESTED ITEMS 24. Second Reading of Ordinance Amending Article VII, Prima Facie Speed Limits, of Chapter 36 of the Santa Ana Municipal Code Establishing Speed Limits on Certain Streets and Portions of Streets in the City (Project No. 22-2992) (Non -General Fund) First reading at the August 29, 2023 City Council meeting, approved by a vote of 5-1- 1 (Bacerra dissenting and Amezcua absent). Published in the Orange County Reporter on September 8, 2023. Department(s): Public Works Agency Recommended Action: Conduct a second reading of and adopt ordinance amending Article VII, Prima Facie Speed Limits, of Chapter 36 of the Santa Ana Municipal Code establishing speed limits on certain streets and portions of streets in the City. ORDINANCE NO. NS-3050 — AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REPEALING AND REENACTING IN ITS ENTIRETY ARTICLE VII OF CHAPTER 36 OF THE SANTA ANA MUNICIPAL CODE ESTABLISHING City Council 13 9/19/2023 PRIMA FACIE SPEED LIMITS **END OF CONSENT CALENDAR** PUBLIC HEARINGS PUBLIC COMMENTS — Members of the public may address the City Council on each of the Public Hearing items. 25. Public Hearing: Consolidated Annual Performance and Evaluation Report for Fiscal Year 2022-23 (Community Development Block Grant, Emergency Solutions Grant, HOME Investment Partnership Program) Legal notice published in the Orange County Register, La Opinion, and Nguoi Viet on August 17, 2023. Department(s): Community Development Agency Recommended Action: Authorize submission of the Consolidated Annual Performance and Evaluation Report to the U.S. Department of Housing and Urban Development. COUNCILMEMBER REQUESTED ITEMS 26. Discuss and Consider Directing the City Attorney to Prepare a City Council -Initiated Ballot Measure for Voter Approval Affirming the City of Santa Ana's Rent Stabilization and Just Cause Eviction Ordinance for the November 2024 General Presidential Election — Councilmember Phan 27. Discuss and Consider Directing the City Manager to Bring Back at the Next Regularly Scheduled Meeting a Fully Enforceable Ordinance that would Prohibit Spectators at Illegal Speed Contests and Reckless Driving Exhibitions That Often Endanger People's Lives and Disrupt Residents' Quality of Life — Councilmember Penaloza 28. Discuss and Consider Directing the City Manager and the City Attorney to Prepare for the City Council's Consideration Resolution Options to Place the Issue of Noncitizen Voting in City Council and Mayoral Elections on the November 2024 Ballot and Further Discuss and Consider Directing the City Manager to Prepare a Cost and Implementation Analysis of Establishing Noncitizen Voting — Councilmembers Hernandez and Vazquez 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. City Council 14 9/19/2023 1. September 7 — 8, 2023 Councilmember Phan — 2023 Asian American Pacific Islander Leadership Summit in Sacramento, CA 2. September 7 — 9, 2023 Mayor Pro Tern Lopez — Local Progress 2023 National Convening in St. Louis, MO ADJOURNMENT — Adjourn the City Council meeting. In Memory Of Josefina Martinez Anguiano Leonard Joseph Garcia, Jr. Future Items 1. Social Media Policy 2. Sanitation Fee Cost of Service Study and Prop. 218 Process Authorization POSTING STATEMENT: On September 12, 2023, a true and correct copy of this agenda was posted at the entrance to City Hall, 20 Civic Center Plaza, Santa Ana, CA 92701. Internet Access to City Council, Agency, and Authority agendas and related material is available prior to meetings at santa-ana.org/city-meetings. City Council 15 9/19/2023 DRAF b Minutes of the Special Closed Session and Regular Meeting of the City Council City of Santa Ana, California o� SANT 4 F � d u r n9L 1 F O �@♦r December 20, 2022 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 SPECIAL CLOSED SESSION CALL TO ORDER ATTENDANCE Council Members Mayor Pro Tern Mayor City Manager City Attorney Acting Clerk of the Council Phil Bacerra Johnathan Ryan Hernandez David Penaloza Thai Viet Phan Benjamin Vazquez Jessie Lopez Valerie Amezcua Kristine Ridge Sonia R. Carvalho Norma Orozco MINUTES: Mayor Amezcua called the Special Closed Session Meeting to order at 4: 04 P.M. ROLL CALL MINUTES: Acting Clerk of the Council Norma Orozco conducted Roll Call. Councilmembers Penaloza, Phan, Vazquez, Mayor Pro Tem Lopez, and Mayor Amezcua were present in CITY COUNCIL 1 December 20, 2022 City Council 7-1 9/19/2023 2 person. Councilmembers Bacerra and Hernandez joined the meeting during Closed Session. PUBLIC COMMENTS-- Members of the public may address the City Council on Closed Session items. MINUTES: No public comments were received regarding Closed Session items. RECESS — City Council will recess to Closed Session for the purpose of conducting regular City business. MINUTES: MayorAmezcua recessed to consider the Closed Session items at 4:05 P.M. CLOSED SESSION ITEMS — The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: PUBLIC EMPLOYEE EMPLOYMENT/APPOINTMENT pursuant to Government Code 54957 Title: Clerk of the Council, Acting Clerk of the Council, or Interim Clerk of the Council 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) • Service Employees' International Union (SEIU) Full -Time Employees • Confidential Association of Santa Ana (CASA) • Santa Ana Management Association (SAMA) 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. RECONVENE — City Council will reconvene to continue regular City business. CITY COUNCIL REGULAR OPEN SESSION CALL TO ORDER MINUTES: Mayor Amezcua reconvened the City Council at 6:36 P.M. CITY COUNCIL 2 December 20, 2022 City Council 7-2 9/19/2023 2 3 0 ROLL CALL MINUTES: Acting Clerk of the Council Norma Orozco conducted Roll Call. Councilmembers Bacerra, Hernandez, Penaloza, Phan, Vazquez, Mayor Pro Tem Lopez, and Mayor Amezcua were present in person. PLEDGE OF ALLEGIANCE Councilmember Penaloza WORDS OF INSPIRATION CEREMONIAL PRESENTATIONS Bob Barnett, Police Chaplain Certificate of Recognition presented by Mayor Pro Tern Lopez to Benjie's Deli for Outstanding Contributions to the Local Economy. Certificates of Recognition presented by Councilmember Bacerra to Santa Ana College Student Athletes for their Outstanding Sportsmanship. Proclamation presented by Councilmember Hernandez declaring December 26, 2022 as Boxing Day. Certificate of Recognition presented by Councilmember Penaloza, Mayor Amezcua, and Councilmember Bacerra to Maricarmen Reyes for her Outstanding Athletic Accomplishments. CLOSED SESSION REPORT — The City Attorney will report on any action(s) from Closed Session. MINUTES: City Attorney Sonia Carvalho stated that City Council unanimously appointed Norma Orozco as Acting Clerk of the Council, retroactive to September 1, 2022. PUBLIC COMMENT — Public comments will be held during the beginning of the meeting for ALL comments on agenda and non -agenda items, except for public hearings. Comments for public hearings will take place after the hearing is opened. MINUTES: Mary Alcala Mitchell spoke on Item 29 and requested a 90-day extension regarding the receivership of her properties. Cynthia Grunstra spoke of her frustration with the emergency housing voucher application process. Jose Andrade spoke regarding several nuisance properties on Logan Street. Micaela Andrade provided comments on the nuisance created by construction companies and businesses in the Logan neighborhood and how the neighborhood has been affected. CITY COUNCIL 3 December 20, 2022 City Council 7-3 9/19/2023 Melinda requested that City Council amend the public comment policy. Lorrie Ortiz, President of the Confidential Association of Santa Ana, spoke regarding the current employee contract negotiations. Acting Clerk of the Council Norma Orozco reported out the summary of email comments received: One (1) comment regarding Item 29, One (1) comment regarding Item 36, One (1) comment regarding Item 38, and Four (4) Non -agenda comments. Victor Mendez addressed City Council via teleconference and spoke on various changes he would like to see regarding Item 27. CONSENT CALENDAR RECOMMENDED ACTION: Approve staff recommendations on the following Consent Calendar Items: 5 through 37. MINUTES: Councilmember Phan and Councilmember Vazquez pulled Item No. 29, Councilmember Bacerra pulled Item Nos. 11, 12, 30, and Councilmember Penaloza pulled Item 31 for separate discussion and consideration. Moved by Councilmember Penaloza, seconded by Councilmember Bacerra to approve Consent Calendar Item Nos. 5 through 37 with the exception of Items 11, 12, 29, 30, and 31. YES: 7 — Councilmember Bacerra, — Councilmember Hernandez, — Councilmember Penaloza, — Councilmember Phan, — Councilmember Vazquez, — Mayor Pro Tern Lopez, — Mayor Amezcua NO: 0 ABSTAIN: 0 ABSENT:0 Status: 7-0-0-0— Pass 5. Excused Absences Department(s): Clerk of the Council Office Recommended Action: Excuse the absent members. CITY COUNCIL 4 December 20, 2022 City Council 7-4 9/19/2023 6. Minutes from the Special Closed Session, Regular Session, Housing Authority, and Special Successor Agency, Meeting for September 06, 2022 Department(s): Clerk of the Council Recommended Action: Approve minutes. 7. Adopt Ordinance No. NS-3032 — AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTERS 8 AND 14 OF THE SANTA ANA MUNICIPAL CODE TO ADOPT AND AMEND THE MOST RECENTLY ENACTED CALIFORNIA BUILDING CODE, CALIFORNIA RESIDENTIAL CODE, CALIFORNIA GREEN BUILDING STANDARDS CODE, CALIFORNIA ELECTRICAL CODE, CALIFORNIA MECHANICAL CODE, CALIFORNIA PLUMBING CODE, CALIFORNIA ENERGY CODE, CALIFORNIA HISTORICAL BUILDING CODE, CALIFORNIA FIRE CODE, CALIFORNIA EXISTING BUILDING CODE, AND INTERNATIONAL PROPERTY MAINTENANCE CODE First reading at the December 6, 2022 City Council meeting and approved by a vote of 5-0-2 (Bacerra and Hernandez absent). Published in the Orange County Reporter on December 9, 2022. Department(s): Planning and Building Agency Recommended Action: Place ordinance on second reading and adopt. 8. Adopt Ordinance No. NS-3033 —ZONING ORDINANCE AMENDMENT NO. 2022-04 — AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SECTIONS 41-130, 41-522 AND 41-1341 OF, AND ADDING SECTION 41-130.5 AND ARTICLE XXI (OUTDOOR DINING ON PRIVATE PROPERTY) TO, CHAPTER 41 (ZONING) OF THE SANTA ANA MUNICIPAL CODE ESTABLISHING REGULATIONS RELATING TO THE PLACEMENT, DEVELOPMENT, AND OPERATION OF OUTDOOR DINING ON PRIVATE PROPERTY First reading at the December 6, 2022 City Council meeting and approved by a vote of 6-0-1 (Hernandez absent). Published in the Orange County Reporter on December 9, 2022. Department(s): Planning and Building Agency Recommended Action: Place ordinance on second reading and adopt. CITY COUNCIL 5 December 20, 2022 City Council 7-5 9/19/2023 9. Adopt Ordinance No. NS-3034 — ZONING ORDINANCE AMENDMENT NO. 2022-05 — AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SECTION 41-121 OF, AND ADDING ARTICLE XXII (MOBILE FOOD TRUCKS ON PRIVATE PROPERTY) TO, CHAPTER 41 (ZONING) OF THE SANTA ANA MUNICIPAL CODE ESTABLISHING REGULATIONS RELATING TO THE OPERATION OF MOBILE FOOD TRUCKS ON PRIVATE PROPERTY First reading at the December 6, 2022 City Council meeting and approved by a vote of 6-0-1 (Hernandez absent). Published in the Orange County Reporter on December 9, 2022. Department(s): Planning and Building Agency Recommended Action: Place ordinance on second reading and adopt. 10. 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 July 1, 2022 to September 30, 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. 11. Budget Calendar for Fiscal Year 2023-2024 Department(s): Finance and Management Services Recommended Action: Approve the Budget Calendar for Fiscal Year 2023-2024. MINUTES: Item Nos. 11 and 12 were considered out of order after Item Nos. 29 and 30. Moved by Councilmember Phan, seconded by Mayor Pro Tern Lopez to approve Item No. 11. YES: 7 — Councilmember Bacerra, — Councilmember Hernandez, — Councilmember Penaloza, — Councilmember Phan, — Councilmember Vazquez, — Mayor Pro Tern Lopez, — Mayor Amezcua NO: 0 ABSTAIN: 0 ABSENT: 0 Status: 7-0— 0-0— Pass CITY COUNCIL 6 December 20, 2022 City Council 7-6 9/19/2023 12. Approve the Annual Calendar of Regular City Council Meetings for 2023 Department(s): Clerk of the Council Office Recommended Action: 1. Review calendar of regularly scheduled City Council meetings in 2023. 2. Cancel the regularly scheduled City Council meeting for January 3, 2023 and July 4, 2023. 3. Direct staff to post Notice of Cancelation(s). The City Council hereby waives notice of said meetings as required by the government code. MINUTES: Item Nos. 11 and 12 were considered out of order after Item Nos. 29 and 30. Councilmember Bacerra moved to amend the calendar and reschedule the September 5, 2023 meeting to August 29, 2023. Councilmember Hernandez inquired about moving the August 29, 2023 meeting to July. Moved by Councilmember Bacerra, seconded by Councilmember Phan to approve Item No. 12, as amended, to reschedule the September 5, 2023 meeting to August 29, 2023. YES: 7 — Councilmember Bacerra, — Councilmember Hernandez, — Councilmember Penaloza, — Councilmember Phan, — Councilmember Vazquez, — Mayor Pro Tern Lopez, — Mayor Amezcua NO: 0 ABSTAIN: 0 ABSENT: 0 Status: 7-0— 0-0— Pass 13. Approve an Agreement and Appropriation Adjustment Recognizing Grant Revenue in an amount not to exceed $9,329,973 for the California State Library Building Forward Library Infrastructure Grant Program Department(s): Library Recommended Action: 1. Authorize the Library Services Director to execute a Grant Agreement via DocuSign, accepting grant funds in the amount of $9,329,973 for the Building Forward Library Infrastructure Grant Program, beginning upon execution and ending March 31, 2026, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-242). 2. Approve an appropriation adjustment to recognize $9,329,973 in grant revenue from the California State Library and appropriate $9,329,973 into the appropriate expenditure accounts to implement the program. (Requires five affirmative votes) CITY COUNCIL 7 December 20, 2022 City Council 7-7 9/19/2023 14. Approve an Appropriation Adjustment and Additional Contingency Funds for Existing Contracts for the Santa Ana Boulevard and 5th Street Protected Bike Lane Project (Project 17-6880) (Non -General Fund) Department(s): Public Works Agency Recommended Action: 1. Authorize a budget reallocation of $150,000 in unspent Measure M2 Fairshare funds to the Santa Ana Boulevard and 5th Street Protected Bike Lane Project (Project No. 17-6880) from Project Development FY 22/23 (No. 23-6899). 2. Authorize a budget reallocation of $200,000 in unspent Measure M2 Fairshare funds to the Santa Ana Boulevard and 5th Street Protected Bike Lane Project (Project No. 17-6880) from Right of Way Management FY 22/23 (No. 23-6900). 3. Approve an appropriation adjustment to recognize $400,000 from Orange County Transportation Authority OC Streetcar Funding in the Select Street Construction, Expense Reimbursement revenue account, and appropriate the same amount to the Select Street Construction, Improvements Other Than Building expense account (Requires five affirmative votes). 4. Approve an amendment to the Fiscal Year 2022-23 Capital Improvement Program to include $750,000 in construction funds for the Santa Ana Boulevard and 5th Street Protected Bike Lane Project (Project No. 17-6880). 15. Approve a Budget Reallocation and Award a Construction Contract to Big Ben, Inc., in the Amount of $3,163,400 for the Willard Neighborhood Water and Sewer Main Improvements Projects, with an Estimated Project Delivery Cost of $4,112,420 (Project Nos. 23-6454 & 16-6466) (Non -General Fund) Department(s): Public Works Agency Recommended Action: 1. Award a construction contract to Big Ben, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $3,163,400 for construction of the Willard Neighborhood Water and Sewer Main Improvements Project, for the term beginning December 6, 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 $4,112,420, which includes $3,163,400 for the construction contract; $474,510 for contract administration, inspection and testing; and a $474,510 project contingency for unanticipated or unforeseen work. 3. Approve an amendment to the Fiscal Year 2022-23 Capital Improvement Program to include $984,841 in construction funds for the Willard Neighborhood Sewer Main Improvements Project. CITY COUNCIL 8 December 20, 2022 City Council 7-8 9/19/2023 16. Approve Appropriation Adjustment and Amend Agreements with OPAL Fuels Station Services, LLC. for the Design, Construction and Maintenance of a Renewable Natural Gas Fueling Station (Non -General Fund) Department(s): Public Works Agency Recommended Action: 1. Approve an appropriation adjustment recognizing fund balance of $1,138,300 in the Air Quality Improvement Fund (AB 2766), Prior Year Carryforward revenue account, and appropriating the same amount into the Air Quality Improvement (AB2766) and Fleet Services - Air Quality Improvement expenditure account. (Requires five affirmative votes) 2. Authorize the City Manager to execute an amendment to the Design and Build Agreement with OPAL Fuels Station Services, LLC. (formerly TruStar Energy, LLC.) to provide services for Phase I —Design and Phase II —Equipment Procurement and Construction of a new compressed natural gas (CNG) fueling station at the City Corporate Yard, in amount not to exceed $4,972,151, for an amended term to begin December 20, 2022, and expire upon City's acceptance of project, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-243). 3. Authorize the City Manager to execute an amendment to the Service Agreement with OPAL Fuels Station Services, LLC. (formerly TruStar Energy, LLC) to provide services to maintain the CNG fueling station at the City Corporate Yard, in an amount not to exceed $595,129, for a five-year term to begin upon City's acceptance of project, with one five-year renewal option, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-244). 4. Authorize the City Manager to execute an amendment to the Environmental Attribute Agreement with OPAL Fuels Station Services, LLC. (formerly TruStar Energy, LLC) for a term beginning January 1, 2023 and expiring September 30, 2032, with provisions for annual renewals, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-245). 17. Award a Construction Contract to EverLevel Holdings, LLC. in the Amount of $4,482,892 for the First Street Slope Stabilization FY 2021-22 Project with an Estimated Construction Delivery Cost of $5,600,000 (Project No. 22-1341) (Non -General Fund) (Revive Santa Ana Program) Department(s): Public Works Agency Recommended Action: 1 . Reject all bids received on February 15, 2022, for construction of the First Street Slope Stabilization Project, due to changes in the scope of work. 2. Reject all bids received on April 5, 2022, for construction of the First Street Slope Stabilization Project, due to changes in the project specifications. 3. Approve an amendment to the Fiscal Year 2022-23 Capital Improvement Program to include $5,600,000 of American Rescue Plan Act (ARPA) funds for the First Street Slope Stabilization Project (22-1341). CITY COUNCIL 9 December 20, 2022 City Council 7-9 9/19/2023 4. Award a construction contract to EverLevel Holdings, LLC., the lowest responsible bidder, in accordance with the base bid in the amount of $4,482,892, for construction of the First Street Slope Stabilization Project, for the term beginning December 6, 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. 5. Approve the Project Cost Analysis for a total estimated construction delivery cost of $5,600,000, which includes $4,482,892 for the construction contract, $667,108 for contract administration, inspection and testing, and a $450,000 project contingency for unanticipated or unforeseen work. 18. Award a Construction Contract to Palp, Inc. DBA Excel Paving Company in the Amount of $5,558,420 for the Safe Routes to School Davis Elementary Access Compliance Project with an Estimated Total Delivery Cost of $6,948,025 (Project Nos. 19-6951 and 22-1404) (Non -General Fund) (Revive Santa Ana Program) Department(s): Public Works Agency Recommended Action: 1. Approve an amendment to the Fiscal Year 2021-22 Capital Improvement Program to include $2,114,025 of funding in American Rescue Plan Funds for the Safe Routes to School Davis Elementary Access Compliance project. 2. Award a construction contract to Palp, Inc. DBA Excel Paving Company, the lowest responsible and responsive bidder, in accordance with the base bid in the amount of $5,558,420, for construction of the Safe Routes to School Davis Elementary Access Compliance Project, for a term beginning December 20, 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. 3. Approve the Project Cost Analysis for a total estimated construction delivery cost of $6,948,025, which includes $5,558,420 for the construction contract, $833,000 for contract administration, inspection and testing, and a $556,605 project contingency for unanticipated or unforeseen work. 19. Increase the Contract Amount by $90,000 for an Existing Construction Contract with Build Spectrum, Inc., and $10,000 for Additional Construction Engineering for a Revised Estimated Project Delivery Cost of $1,740,000 for the Campesino Park, Memorial Park, and Madison Park Restrooms ( Project Nos. 21-7533, 21-7534, 21-7535) (Non -General Fund and Revive Santa Ana Program) Department(s): Public Works Agency Recommended Action: 1. Approve an amendment to the Project Cost Analysis to reflect the new amount of $10,000 for contract administration, inspection and testing, and a $90,000 project contingency for vandalized work repairs or unforeseen work, subject to non -substantive changes approved by the City Manager and City Attorney. CITY COUNCIL 10 December 20, 2022 City Council 7 — 10 9/19/2023 2. Approve an amendment to the Fiscal Year 2022-23 Capital Improvement Program in the amount of $100,000, which includes $10,000 in construction engineering funds and $90,000 for construction contingency funds for the Campesino Park, Memorial Park, and Madison Park Restroom Project. 20. Award a Purchase Order to Select Equipment Sales in the Amount of $145,953 for Three Hyundai Hydraulic Forklifts for Public Works Agency Store & Property Control (Specification No. 22-158) (General Fund) Department(s): Public Works Agency Recommended Action: Authorize a one-time purchase and payment of purchase order to Select Equipment Sales for the purchase of three Hyundai Hydraulic Forklifts, in the amount of $135,953, plus a contingency of $10,000, for a total amount not to exceed $145,953, subject to non -substantive changes approved by the City Manager and City Attorney. 21. Amend the Agreement with West Coast Arborists, Inc., for Tree Maintenance Services, Increasing the Annual Amount by $280,000 for the Remaining Term of the Agreement and Exercise First Renewal Option (General and Non -General Fund) Department(s): Public Works Agency Recommended Action: Authorize the City Manager to execute an amendment to the agreement with West Coast Arborists, Inc. (WCA), for tree maintenance services, increasing the annual amount by $280,000, for a total amount not to exceed $2,444,100 with six one-year renewal options exercisable by the City Manager, for a total agreement amount not to exceed $18,050,750, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-246). 22. Amend the Agreement with Superior Property Services, Inc. To Increase The Total Agreement Amount by $700,000 (Project No. 22-1402) Not to Exceed $1,966,568 for Hardscape Pavement Cleaning and Infectious Waste Removal Services for the Remaining Term of the Agreement (General Fund) (Revive Santa Ana Program) Department(s): Public Works Agency Recommended Action: Authorize the City Manager to execute the first amendment to the agreement with Superior Property Services, Inc. to increase the total compensation amount by $700,000 for a total agreement amount not to exceed $1,966,568, for the remainder of the agreement term expiring June 30, 2026, subject to non -substantive changes approved by the City Manager and the City Attorney (Agreement No. 2022-247). CITY COUNCIL 11 December 20, 2022 City Council 7 —11 9/19/2023 23. Approve an Agreement with AAA Oil, Inc. for Fuel Delivery and Supply Services (Non -General Fund) Department(s): Public Works Agency Recommended Action: Authorize the City Manager to execute an agreement with AAA Oil, Inc. for fuel delivery and supply services in an annual amount not to exceed $1,300,000 and total amount not to exceed $6,500,000, for a three-year term beginning December 20, 2022 and expiring December 19, 2025, with an option for one two-year extension, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-248). 24. Approve an Agreement with Guidehouse Inc. for American Rescue Plan Act (ARPA) Compliance Consulting Services (Revive Santa Ana Program) Department(s): Finance and Management Services Recommended Action: Authorize the City Manager to execute an agreement with Guidehouse Inc. for ARPA Consulting Services for a two-year term, beginning December 20, 2022 through December 19, 2024 with a provision for two one-year renewals exercisable by the City Manager, for a total aggregate amount not to exceed $400,000, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-249). 25. Approve an Agreement with Questica Software Ltd. in an Amount not to Exceed $231,804 for Maintenance and Support of Citywide Budget Management Software (General Fund) Department(s): Finance and Management Services Recommended Action: Authorize the City Manager to execute an agreement with Questica, Inc. for the maintenance and support of Citywide Budget Management Software for a three-year term beginning January 16, 2023 through January 15, 2026, for an amount not to exceed $231,804 subject to non -substantive changes approved by the City Manager and the City Attorney (Agreement No. 2022-250). 26. Approve an Additional Agreement with Global Payments Direct, Inc. DBA OpenEdge, to Amend the Card Services Terms & Conditions For Government Entities, Incorporated Within the Prior Agreement Entered into with Global Payments Direct, Inc. DBA Total System Services Inc. (also known as TSYS Merchant Solutions) for Debit/Credit Card Merchant Payment Processing Services and Support and Maintenance in the Amount not to Exceed $1,898,400, which Includes a General Contingency of $242,400 Department(s): Finance and Management Services Recommended Action: Authorize the City Manager to execute a first amendment to agreement with Global Payments Direct, Inc. DBA OpenEdge/TSYS Merchant Solutions for debit/credit card payment processing services, including support and maintenance in an amount not to exceed $1,898,400; which includes a general contingency of $242,400 over the CITY COUNCIL 12 December 20, 2022 City Council 7 — 12 9/19/2023 maximum seven-year life of the agreement. The first amendment to agreement includes a base term commencing from December 20, 2022 and expiring December 31, 2025, with provision for two renewal options of three years, and one year, respectively ending December 31, 2029 (Agreement No. 2022-251). 27. Approve Second Amendment to the Agreement with Aramark Correctional Services, LLC (General Fund) Department(s): Police Department Recommended Action: Authorize the City Manager to execute the second amendment to the agreement with Aramark Correctional Services, LLC to provide inmate food service and commissary management in an additional amount of $896,152, including a 12.40-percent Consumer Price Index increase adjustment, for a total aggregate amount not to exceed $4,478,718 for the agreement term ending on June 30, 2023, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-252). 28. Amendment to Agreement with Stage Plus, Inc. for Stage Rental Services to Increase the Annual Not to Exceed Amount by $92,000 per Year through March 31, 2025, for a Total Annual Agreement Amount of $250,000 and $750,000 (Various Funds) for the Term of the Agreement Department(s): Parks, Recreation, and Community Services Recommended Action: Authorize the City Manager to execute an agreement amendment with Stage Plus, Inc. for stage rental services at City events to increase the annual amount by $92,000 per year for an annual amount not to exceed $250,000 through March 31, 2025 and new total agreement amount of $750,000, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2022-253). 29. The Planning and Building Agency/Code Enforcement and City Attorney's Office are Seeking Authorization to File Receivership Petitions and Prosecute Nuisance Abatement Actions against Owners of Real Properties Located in the City of Santa Ana Department(s): Planning and Building Agency Recommended Action: Authorize the filing and prosecution of receivership petitions against owners of the following properties based on nuisance conditions resulting from health and safety violations of the Santa Ana Municipal Code (SAMC): • 2405 S Maple Street, Santa Ana, CA 92707 • 1615 N Broadway, Santa Ana, CA 92706 • 1001 Freeman Street, Santa Ana, CA 92703 • 1502 N Flower Street, Santa Ana, CA 92706 • 1516 N Flower Street, Santa Ana, CA 92706 • 1522 N Flower Street, Santa Ana, CA 92706 • 1114 W Berkeley Street, Santa Ana, CA 92707 • 1027 N Logan Street, Santa Ana, CA 92701 • 1655-1659 E First Street, Santa Ana, CA 92701 CITY COUNCIL 13 December 20, 2022 City Council 7 — 13 9/19/2023 MINUTES: Councilmember Phan recused herself from discussing the property at 1027 N. Logan St., Santa Ana, CA 92701 on Item 17 as the property owner is a client of her employer, Rutan & Tucker, and requested to bifurcate the discussion of the item. Councilmember Vazquez expressed concern for the possible displacement of residents. Executive Director of Planning and Building Minh Thai provided a brief presentation and answered questions. Councilmember Hernandez requested that current tenants have the right to first refusal, an opportunity to lease the properties, and relocation assistance. Moved to continue the Item and return with alternative housing and relocation assistance; no second to motion received. Moved by Councilmember Bacerra, seconded by Councilmember Penaloza to approve the recommended action for all the listed properties except the property located at 1027 N. Logan Street, Santa Ana, CA 92701, and include an individual relocation plan for each property. YES: 7- Councilmember Bacerra, Councilmember Hernandez, - Councilmember Penaloza, - Councilmember Phan, - Councilmember Vazquez, - Mayor Pro Tern Lopez, - Mayor Amezcua NO: 0 ABSTAIN: 0 ABSENT: 0 Status: 7-0- 0-0- Pass Moved by Councilmember Bacerra, seconded by Councilmember Hernandez to approve the recommended action for the property located at 1027 N. Logan Street, Santa Ana, CA 92701, and include an individual relocation plan. YES: 6 - Councilmember Bacerra, - Councilmember Hernandez, - Councilmember Penaloza, - Councilmember Vazquez, - Mayor Pro Tern Lopez, - Mayor Amezcua NO: 0 ABSTAIN: 1 - Councilmember Phan ABSENT: 0 Status: 6-0- 1 -0- Pass CITY COUNCIL 14 December 20, 2022 City Council 7 - 14 9/19/2023 30. Adopt a Resolution Approving a Reduced Home Occupation Permit Fee for Home -Based Businesses/Home Occupations Operating from Residential Premises within the City Department(s): Finance and Management Services Recommended Action: Resolution No. 2022-104 — Adopt a resolution approving a reduced Home Occupation Permit Fee for businesses operating from residential premises within the city, lowering the permit fee from $320.00 per permit to $50.32 per permit. MINUTES: Councilmember Bacerra thanked staff for all of their hard work on Item 30 and emphasized that the lower permit fee would help residents. Mayor Pro Tem Lopez thanked staff for their hard work on Item 30. Councilmember Vazquez stated that he hoped to see yard sales on a monthly basis in the City, as many families rely on them. Moved by Councilmember Bacerra, seconded by Councilmember Penaloza to Approve Item No. 30. YES: 7 — Councilmember Bacerra, — Councilmember Hernandez, — Councilmember Penaloza, — Councilmember Phan, — Councilmember Vazquez, — Mayor Pro Tern Lopez, — Mayor Amezcua NO: 0 ABSTAIN: 0 ABSENT: 0 Status: 7-0— 0-0— Pass 31. Adopt a Resolution Amending the City's Basic Classification and Compensation Plan in Response to the State's Increased Minimum Wage Rate Department(s): Human Resources Recommended Action: Resolution No. 2022-105 — Adopt a resolution amending and reestablishing the City's Basic Classification and Compensation Plan to ensure the City complies with the new California minimum wage rate. MINUTES: Councilmember Penaloza moved to amend the resolution to include the starting rate for the unrepresented classifications to $16.50. Moved by Councilmember Penaloza, seconded by Mayor Amezcua to approve and amend the resolution to include the starting rate for the unrepresented classifications to $16.50. YES: 7 — Councilmember Bacerra, — Councilmember Hernandez, — Councilmember Penaloza, — Councilmember Phan, — Councilmember Vazquez, — Mayor Pro Tern Lopez, — Mayor Amezcua NO: 0 CITY COUNCIL 15 December 20, 2022 City Council 7 — 15 9/19/2023 ABSTAIN: 0 ABSENT: 0 Status: 7-0— 0-0— Pass 32. Adopt a Resolution adopting the One Water One Watershed Plan Update 2018 and authorizing the submittal of grant applications for the New Washington Well Project and the Santa Ana Zoo Stormwater Capture and Diversion Project (Non -General Fund) Department(s): Public Works Agency Recommended Action: Resolution No. 2022-098 — Adopt a Resolution adopting the One Water One Watershed Plan Update 2018, the Integrated Regional Water Management (IRWM) Plan for the Santa Ana River Watershed, and authorizing the Santa Ana Watershed Project Authority to submit Proposition 1 IRWM grant applications on behalf of the City of Santa Ana for the New Washington Well Project and the Santa Ana Zoo Stormwater Capture and Diversion Project. 33. Adopt Resolution Authorizing Grant Applications for the Fiscal Year 2023-2024 Measure M2 Comprehensive Transportation Funding Program (Non -General Fund) Department(s): Public Works Agency Recommended Action: 1. Resolution No. 2022-099 — Adopt Resolution Authorizing the City of Santa Ana to submit applications for funding consideration under the Measure M2 Comprehensive Transportation Funding Program 2023 Call for Projects. 2. Direct staff to incorporate approved Comprehensive Transportation Funding Program projects into the Seven -Year Capital Improvement Program for Fiscal Year 2023-24. 34. Resolution to Adopt and Approve for Submission of the Fiscal Year 2021-22 Measure M2 Year -End Expenditure Report and Adopt the Measure M2 Seven Year CIP Department(s): Public Works Agency Recommended Action: 1. Resolution No. 2022-100 —Adopt a Resolution approving the Measure M2 Annual Expenditure Report for Fiscal Year 2020-21, and authorize submission of the report to the Orange County Transportation Authority, as required by Measure M2 Funding Eligibility Guidelines. 2. Update the Measure M2 Seven Year CIP for Fiscal Years 2021-2022 through 2027-2028. 35. Adopt a Resolution of Intent to Vacate a Portion of Edendale Court behind 1222 and 1226 South Birch Street, Abandonment 22-01 Department(s): Public Works Agency Recommended Action: Resolution No. 2022-101 — Adopt a resolution which declares the City's intent to vacate a portion of Edendale Court behind 1222 and 1226 South Birch Street, and which sets a public hearing for January 17, 2023. CITY COUNCIL 16 December 20, 2022 City Council 7 — 16 9/19/2023 36. Adopt Resolution of Intention to Disestablish the Downtown Santa Ana Business Improvement District Department(s): Community Development Agency Recommended Action: Resolution No. 2022-102 — Adopt a resolution of intention to disestablish the Downtown Santa Ana Business Improvement District and establish a time and place for a public hearing to be held by the City Council on January 17, 2023. 37. 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. 2022-103 — 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. **END OF CONSENT CALENDAR** BUSINESS CALENDAR 38. Biennial Review and Appointment of Regional Board Representatives Department(s): Clerk of the Council Office Recommended Action: 1. Review the regional board appointment list and appoint members and alternates to serve as representatives to various outside agencies through December 2024 (or specific term where noted). 2. Resolution No. 2022-106 —Adopt a resolution designating and appointing a representative to the Orange County Fire Authority's Board of Directors, if necessary; and, 3. Direct the Clerk of the Council to update and post the Fair Political Practices Commission (FPPC) Form 806 (Agency Report of Public Official Appointments) on the City's website. MINUTES: Councilmember Phan recused herself from the discussion regarding the Orange County Water District appointment as they are a client of her employer Rutan & Tucker. Moved by Councilmember Phan, seconded by Councilmember Penaloza to approve the recommended actions to include the following appointments, with the exception of the Orange County Water District. Metropolitan Water District Board (MWD) Thai Viet Phan Rep. Newport Bay Watershed Executive Committee Nabil Saba, Executive Director, Public Works Rep. CITY COUNCIL 17 December 20, 2022 City Council 7-17 9/19/2023 Orange County Fire Authority (OCFA) Phil Bacerra Rep. Orange County Housing Finance Trust Jessie Lopez Rep. OC Sanitation District Johnathan Ryan Hernandez Rep. OC Sanitation District Benjamin Vazquez Alt. OC Vector Control District Nelida Mendoza Rep. Southern California Association of Governments (SCAG) Benjamin Vazquez Rep. Orange County Council of Governments Board of Directors (OCCOG) Benjamin Vazquez Rep. Orange County Council of Governments Board of Directors (OCCOG) VACANT Alt. Transportation Corridor Agencies (TCA) David Penaloza Rep. Transportation Corridor Agencies (TCA) Valerie Amezcua Alt. YES: 7 — Councilmember Bacerra, — Councilmember Hernandez, — Councilmember Penaloza, — Councilmember Phan, — Councilmember Vazquez, — Mayor Pro Tern Lopez, — Mayor Amezcua NO: 0 ABSTAIN: 0 ABSENT: 0 Status: 7-0— 0-0— Pass Moved by Councilmember Penaloza, seconded by Councilmember Bacerra to approve the appointment of Mayor Amezcua to the Orange County Water District. YES: 6 — Councilmember Bacerra, — Councilmember Hernandez, — Councilmember Penaloza, — Councilmember Vazquez, — Mayor Pro Tern Lopez, — Mayor Amezcua NO: 0 ABSTAIN: — Councilmember Phan ABSENT: 0 Status: 6-0— 1 —0— Pass 39. Zoning Ordinance Amendment No. 2022-07 — An Urgency Ordinance of the City Council of the City of Santa Ana Amending Various Sections of Chapter 41 (Zoning) of the Santa Ana Municipal Code (SAMC) Related to Noxious Uses, Medical Offices Operated by Government, Government -Subsidized, Not -for -Profit, or Philanthropic Entities, Electric Fences, and Various Use Definitions Department(s): Planning and Building Agency Recommended Action: NS-3035— Approve Zoning Ordinance Amendment No. 2022-07 and adopt the Urgency Ordinance by two-thirds (2/3) vote to amend various sections of Chapter 41 (Zoning) of the Santa Ana Municipal Code (SAMC). (Requires five affirmative votes) MINUTES: Director of Planning and Building Minh Thai provided a brief presentation. CITY COUNCIL 18 December 20, 2022 City Council 7 — 18 9/19/2023 Councilmember Phan inquired about the possible expansion or introduction of electric fencing. Mayor Pro Tem Lopez requested to change the proposed zoning code regulation from 500 feet to 1000 feet. Councilmember Hernandez requested staff research the feasibility of changing the proposed zoning code regulation from 500 feet to 1000 feet. Moved by Councilmember Bacerra, seconded by Councilmember Penaloza to approve the recommended action and have staff research the feasibility of changing the proposed zoning code regulation from 500 feet to 1000 feet. YES: 7 — Councilmember Bacerra, — Councilmember Hernandez, — Councilmember Penaloza, — Councilmember Phan, — Councilmember Vazquez, — Mayor Pro Tern Lopez, — Mayor Amezcua NO: 0 ABSTAIN: 0 ABSENT: 0 Status: 7-0— 0-0— Pass 40. Increase Transparency with City Labor Negotiations Department(s): Human Resources Recommended Action: Accept informational report and provide direction to staff. MINUTES: Human Resources Executive Director Jason Motsick provided a brief presentation. Councilmember Hernandez provided comments, stated this item was not what the majority of Council had requested, and spoke in support of Option 1, maintaining the status quo for conducting labor negotiations. MOTION: Councilmember Hernandez moved to direct staff to implement Option 1, maintain the status quo for conducting labor negotiations, seconded by Mayor Amezcua. Councilmember Bacerra expressed his concerns and spoke in support of Option 1. Councilmember Phan provided historical information for the basis of this item and spoke in support of Option 1. Councilmember Vazquez stated that actions taken by the Council need to be in the best interest of Santa Ana. CITY COUNCIL 19 December 20, 2022 City Council 7 — 19 9/19/2023 Mayor Pro Tem Lopez provided comments, spoke in opposition to staffs recommended options and the status quo, and requested options aimed at one specific bargaining unit. City Manager Kristine Ridge and Councilmember Phan provided clarifying remarks regarding previous discussions and the options presented. Mayor Amezcua provided comments and spoke in support of Option 1. No vote taken; majority support provided to maintain the status quo. **END OF BUSINESS CALENDAR** PUBLIC HEARINGS PUBLIC COMMENTS-- Members of the public may address the City Council on each of the Public Hearing items. 41. Amendment Application No. 2022-01 to Change the Zoning District From Professional to Light Industrial and Appeal Nos. 2022-01 and 2022-02 Appealing Planning Commission Approval of Conditional Use Permit No. 2022-14 to Permit the Establishment of Distribution Uses within an Industrial Building to be Constructed at 1700-1740 E. Garry Avenue Legal notice published in the Orange County Reporter on December 9, 2022 and notices mailed on December 8, 2022. Department(s): Planning and Building Agency Recommended Action: 1. Resolution No. 2022-107 — Adopt a resolution denying Appeal Application Nos. 2022-01 and 2022-02 and upholding the determination of the Planning Commission to approve Conditional Use Permit No. 2022-14 as conditioned, and 2. Place ordinance on first reading approving Amendment Application No. 2022-01. MINUTES: Mayor Amezcua opened the Public Hearing at 9:09 P.M. Councilmember Phan recused herself from Public Hearing Item 41 out of an abundance of caution as the listed party is potentially linked to her employer, Rutan & Tucker, and left the room while the item was discussed. Director of Planning and Building Minh Thai provided a brief presentation. In -person Public Comments: Applicant Rob Mitchell, Greenlaw Partners, provided comments regarding the application and the agreements with the neighboring properties. Melinda Green, representative of the appellant Garry Plaza Office Park Association, provided comments on behalf of her client. CITY COUNCIL 20 December 20, 2022 City Council 7-20 9/19/2023 Rob Mitchell provided a rebuttal to Ms. Green's comments. Councilmember Vazquez inquired with staff regarding an easement permit. Jack Stevens provided comments on the disturbance he believed would be caused by industrial development, the tentative agreement with Rob Mitchell, and requested Council postpone the item. Michael Brion provided comments regarding property management, power of attorney, and issues he has had with the property developer. William Stevens provided comments on his concerns regarding industrial development in close proximity to an office building and requested Council postpone the item. The following speaker addressed Council via teleconference: Victoria Yun, on behalf of the appellant Supporters Alliance for Environmental Responsibility (SAFER), requested Council remand the item back to staff to circulate a California Environmental Quality Act (CEQA) document for public review and provided various other comments. Mayor Amezcua closed the Public Hearing at 9:52 P.M. Councilmember Bacerra requested to include a condition to incorporate public art in the development. Councilmember Hernandez inquired about a future environmental study. Moved by Councilmember Bacerra, seconded by Councilmember Penaloza to approve the recommended action and include a public art requirement. YES: 5 — Councilmember Bacerra, — Councilmember Hernandez — Councilmember Penaloza, — Councilmember Vazquez, — Mayor Amezcua NO: 0 ABSTAIN:1 — Councilmember Phan ABSENT: 1 — Mayor Po Tern Lopez Status: 5-0— 1 —1 —Pass 42. Conduct a TEFRA Hearing for the First Point Apartments I and Accept a Resolution Approving the Issuance by the California Municipal Finance Authority of Exempt Facility Bonds for a Qualified Residential Rental Project Legal Notice published in the Orange County Reporter on December 9, 2022. Department(s): Community Development Agency Recommended Action: 1. Conduct a Tax Equity and Financial Responsibility Act Hearing in CITY COUNCIL 21 December 20, 2022 City Council 7 — 21 9/19/2023 consideration of the issuance of tax exempt bond financing by the California Municipal Finance Authority (the "CMFA") on behalf of the Santa Ana Pacific Associates, L.P. to finance or refinance the acquisition, construction, improvement and equipping of First Point Apartments I, a multifamily rental housing project located at 2114 E. 1st Street, Santa Ana, California (the "Project"). 2. Resolution No. 2022-108 — Adopt a resolution approving the issuance of revenue bonds by the CMFA in an amount not to exceed $123,000,000 for the purpose of financing the Project. MINUTES: Mayor Amezcua opened the Public Hearing at 10:00 P.M. Director of Community Development Mike Garcia provided a brief presentation. Mayor Amezcua inquired about handicapped parking in the proposed development. Councilmember Phan recused herself from Public Hearing Item 42 out of an abundance of caution as Jamboree Housing is a client of her employer, Rutan & Tucker. Mayor Amezcua closed the public hearing at 10.14 PM. Moved by Councilmember Hernandez, seconded by Councilmember Penaloza to Approve the recommended actions. YES: 5 — Councilmember Hernandez, — Councilmember Penaloza, — Councilmember Vazquez, — Mayor Pro Tern Lopez, —Mayor Amezcua NO: 0 ABSTAIN: 1 — Councilmember Phan ABSENT: 1 — Councilmember Bacerra Status: 5-0— 1 —1 —Pass 43. Conduct a TEFRA Hearing for the First Point Apartments 11 and Accept a Resolution Approving the Issuance by the California Municipal Finance Authority of Exempt Facility Bonds for a Qualified Residential Rental Project Legal Notice published in the Orange County Reporter on December 9, 2022. Department(s): Community Development Agency Recommended Action: 1. Conduct a Tax Equity and Financial Responsibility Act Hearing in consideration of the issuance of tax exempt bond financing by the California Municipal Finance Authority (the "CMFA") on behalf of the Santa Ana Pacific Associates 11, L.P. to finance or refinance the acquisition, construction, improvement and equipping of First Point Apartments II, a multifamily rental housing project located at 2110 E. 1 st Street, Santa Ana, California (the "Project"). 2. Resolution No. 2022-109 — Adopt a resolution approving the issuance of revenue bonds by the CMFA in an amount not to exceed $90,000,000 for the purpose of financing the Project. CITY COUNCIL 22 December 20, 2022 City Council 7 — 22 9/19/2023 MINUTES: Mayor Amezcua opened the Public Hearing at 10:15 P.M. Director of Community Development Mike Garcia provided a brief presentation. Councilmember Phan recused herself from Public Hearing Item 43 out of an abundance of caution as Jamboree Housing is a client of her employer, Rutan & Tucker. Mayor Amezcua closed the public hearing at 10.16 P.M. Moved by Councilmember Penaloza, seconded by Mayor Amezcua to Approve the recommended actions. YES: 4 — Councilmember Penaloza, — Councilmember Vazquez, — Mayor Pro Tern Lopez, — Mayor Amezcua NO: 0 ABSTAIN: 1 — Councilmember Phan ABSENT: 2 — Councilmember Bacerra, — Councilmember Hernandez Status: 4-0— 1 — 2 — Pass 44. Implementation of the City's Last, Best and Final Offer Dated September 8, 2022 Department(s): Human Resources Recommended Action: As authorized by Government Code section 3505.7, the recommended action of the City Council is to implement the City's last, best and final offer dated September 8, 2022. MINUTES: Mayor Amezcua opened the Public Hearing at 10:16 P.M. Victor Mendez spoke on transparency concerns regarding Item 44. Human Resources Director Jason Motsick provided a brief presentation. Council discussion ensued — Councilmember Hernandez supported staffs recommended action to approve the Last, Best, and Final Offer (LBFO) and moved to approve Item No. 44. Councilmember Phan confirmed with staff what happens related to pay if the LBFO is approved or not approved. Councilmember Bacerra noted he could not support the LBFO. Mayor Amezcua addressed fairness and equity and stated she could not support the LBFO and preferred to continue the item in order to obtain additional information. Councilmember Phan stated her preference to move forward at this time and then go to the table for the successor MOU and seconded Councilmember Hernandez's motion. CITY COUNCIL 23 December 20, 2022 City Council 7 — 23 9/19/2023 Councilmember Penaloza expressed reservations regarding the medical and dental insurance provisions, stated he could not support the LBFO as -is, and made a substitute motion to send staff back to the negotiating table. Motion failed for lack of a second. . Additional Council discussion ensued. Councilmember Bacerra made a substitute motion to move forward with 1-year term with only a 3% salary increase, to which Director Motsick responded that it was not possible of adjust the Council -approve LBFO at this time. Councilmember Bacerra made a substitute motion to direct staff to return to the negotiating table with the Police Officers Association. Mayor Pro Tem Lopez stated she would not support the sub -motion and would support the original motion on the floor. Councilmember Penaloza offered a friendly amendment to the substitute motion to direct staff back to the table with a 90 day deadline to return back to City Council, which was accepted by Councilmember Bacerra. MayorAmezcua closed the Public Hearing at 11:47 P.M. Substitute Motion by Councilmember Bacerra, seconded by Councilmember Penaloza to direct staff to return to negotiations and return to Council within 90 days. YES: 3 - Councilmember Penaloza, - Councilmember Bacerra, - Mayor Amezcua NO: 4 - Councilmember Hernandez, - Mayor Pro Tern Lopez, - Councilmember Phan, - Councilmember Vazquez ABSTAIN: 0 ABSENT: 0 Status: 3-4-0-0- Fail Motion by Councilmember Hernandez, seconded by Councilmember Phan to approve the recommended action and implement the Last, Best, and Final Offer. YES: 4 - Councilmember Hernandez, -Councilmember Phan, - Councilmember Vazquez, - Mayor Pro Tern Lopez NO: 3 -Councilmember Bacerra, - Councilmember Penaloza, - Mayor Amezcua ABSTAIN: 0 ABSENT: 0 Status: 4-3- 0 -0- Pass CITY MANAGER COMMENTS MINUTES: City Manager Kristine Ridge announced that City Hall would be closed Monday, December 26, 2022, in observance of the Christmas Holiday, and Monday, January 2, 2023, in observance of the New Year's Day holiday, and that a full list of holiday closures and modified hours could be found on the City's website. CITY COUNCIL 24 December 20, 2022 City Council 7 - 24 9/19/2023 COUNCIL COMMENTS A131234 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 the attendance of any regional board or commission meeting or any conference, meeting or event attended. MINUTES: Councilmember Hernandez thanked staff and residents for their participation and wished everyone a happy holiday season. Councilmember Bacerra requested that all future land use items on the agenda include the property owner's information and their primary contact. He also announced his community office hours would be on January 7, 2023, at Thornton Park at 10:00 A.M. and wished everyone a safe and happy holiday season. Councilmember Vazquez spoke on the historical use of the term "boogeyman" and how it affects society and asked everyone to be cognizant of the words and phrases that they use. Councilmember Penaloza spoke of the clean-up campaign being led by the cities of Los Angeles, Orange, and Huntington Beach and how the campaign would affect the homeless population in the City of Santa Ana. He also stated that he would be bringing an item to Council to address the nuisance caused by the large number of illegal food stands in the City and wished everyone a happy holiday. Councilmember Phan wished everyone a happy holiday season and thanked all of her colleagues for their ability and willingness to engage in respectful discourse. Mayor Pro Tem Lopez wished all a happy holiday season and requested the meeting be adjourned in memory of Javier Villanueva. Mayor Amezcua provided comments on prison closures in the country, the homeless outreach and enforcement in the City, and wished all a happy holiday season. ADJOURNMENT — Adjourn the City Council meeting. MINUTES: Mayor Amezcua adjourned the meeting at 12:00 A.M. on December 21, 2022 in memory of Javier Villanueva. Respectfully Submitted, Jennifer L. Hall, CMC City Clerk CITY COUNCIL 25 December 20, 2022 City Council 7 — 25 9/19/2023 Finance and Management Services www.santa-ana.org/finance Item # 8 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report September 19, 2023 TOPIC: Destruction of Obsolete City Records AGENDA TITLE Approve Destruction of Obsolete City Records. RECOMMENDED ACTION Approve the request for the destruction of obsolete records from the Finance & Management Services in accordance with the retention schedule outlined in City Council Resolution 2013-014. DISCUSSION On April 1, 2013, the City Council approved Resolution 2013-014 ("Resolution"). This Resolution provides to the multiple agencies, departments, and offices of the City, guidance on the retention of City records and how long the records need to be retained. City staff compiled the Citywide Records Retention Schedule ("Schedule") which sets forth the retention period for a particular record. The Schedule reflects the requirements of the Public Records Act, is modeled after the California Secretary of State's sample for local government, and incorporates other statutory periods applicable to Santa Ana. The Schedule attached to the Resolution is broken down into multiple sections covering the varied responsibilities and minimum retention periods applicable to each. Section 5.13 of this Resolution and the City's Municipal Code requires that the City Attorney approve the destruction of a City record. Accordingly, Finance has prepared a list of obsolete records proposed for destruction in the form of a memorandum. A copy of the memorandum was reviewed by staff from the City Attorney's Office and approved by the City Attorney. The memorandum is attached as an exhibit to this staff report. Destruction of these records will serve to benefit each office with more efficient access to files and alleviate the City's storage needs to maintain obsolete records. FISCAL IMPACT There is no fiscal impact associated with this item. City Council 8-1 9/19/2023 Destruction of Obsolete Records September 19, 2023 Page 2 EXHIBIT 1. Request for Destruction of Records — Finance & Management Services Submitted By: Kathryn Downs, FMSA Executive Director Approved By: Kristine Ridge, City Manager City Council 8-2 9/19/2023 EXHIBIT 1 MEMORANDUM To: Sonia R. Carvalho, City Attorney Date: August 1, 2023 Kathryn Downs From: Executive Director, FMSA Subject: Request for Destruction of Records The Finance & Management Services Agency requests your consent to destroy city records on the attached listing, in accordance with the retention schedule outlined in City Council Resolution 2013-014. Please review and return a signed and dated copy of the attached pages approving the destruction of these records. Thank you. City Council 8-3 9/19/2023 CITY OF SANTA ANA OBSOLETE RECORDS DESTRUCTION SCHEDULE FINANCE AND MANAGEMENT SERVICES AGENCY September 2023 RECORD START RECORD GOVT. RECORD CATEGORY RECORD SERIES RECORD DESCRIPTION DATE/RETENTION BOX NO. PERIOD CODE PERIOD Accounts Payable Vendor Payment All Invoices and Supporting Beginning Grant 07/01/06- 34090 3 Documents All documentation for disbursements for Period +10 Vears 06/30/09 Accounts Payable Vendor Payment All Invoices and Supporting Beginning Grant 12/22/10- 34090 5 Documents All documentation for disbursements for Period +10 years 12/30/10 Accounts Payable Vendor Payment All Invoices and Supporting Beginning Grant 06/23/11- 34090 7 Documents (All documentation for disbursements for Period +10 years 09/29/11 Accounts Payable) City expenditures Accounts Payable Vendor Payment All Invoices and Supporting Beginning Grant 10/06/11- 34090 8 Documents(All documentation for disbursements for Period +10 years 12/15/11 Accounts Payable Vendor Payment All Invoices and Supporting Beginning Grant 12/15/11- 34090 9 Documents (All documentation for disbursements for Period +10 years 12/22/11 Accounts Pa able) City expenditures Accounts Payable Vendor Payment All Invoices and Supporting Beginning Grant 01/05/12- 34090 10 Documents(All documentation for disbursements for Period +10 years 02/23/12 Accounts Payable Vendor Payment All Invoices and Supporting Beginning Grant 03/01/12- 34090 11 Documents (All documentation for disbursements for Period +10 years 04/05/12 Accounts Payable) City expenditures Accounts Payable Vendor Payment All Invoices and Supporting Beginning Grant 04/12/12- 34090 12 Documents (All documentation for disbursements for Period +10 years 05/31/12 Accounts Pa able) City expenditures Accounts Payable Vendor Payment All Invoices and Supporting Beginning Grant 06/07/12- 34090 13 Documents (All documentation for disbursements for Period +10 years 06/28/12 Accounts Payable) City expenditures Accounts Payable Vendor Payment All Invoices and Supporting Beginning Grant 07/01/10- 34090 14 Documents (All documentation for disbursements for Period +10 years 06/30/12 Accounts Pa able) City expenditures Accounts Payable Vendor Payment All Invoices and Supporting Beginning Grant 08/23/12- 34090 20 Documents (All documentation for disbursements for Period +10 years 09/27/12 Accounts Payable) City expenditures Accounts Payable Vendor Payment All Invoices and Supporting Beginning Grant 10/04/12- 34090 21 Documents (All documentation for disbursements for Period +10 years 11/08/12 Accounts Pa able) City expenditures Accounts Payable Vendor Payment All Invoices and Supporting Beginning Grant 11/15/12- 34090 22 Documents (All documentation for disbursements for Period +10 years 01/24/13 Accounts Payable) City expenditures Accounts Payable Vendor Payment All Invoices and Supporting Beginning Grant 01/31/13- 34090 23 Documents (All documentation for disbursements for Period +10 years 03/21/13 Accounts Pa able) City expenditures Accounts Payable Vendor Payment All Invoices and Supporting Beginning Grant 03/28/13- 34090 24 Documents (All documentation for disbursements for Period +10 years 05/16/13 Accounts Payable) City expenditures Accounts Payable Vendor Payment All Invoices and Supporting Beginning Grant 05/23/13- 34090 25 Documents (All documentation for disbursements for Period +10 years 06/27/13 Accounts Pa able) City expenditures Accounts Receivable Department Request Source documentation of Accounts Date Received in 07/01/18- 34090 17 to Issue Accounts Receivable invoices from various Accounting +3 06/30/19 Receivable Invoice departments years Accounts Receivable Department Request Source documentation of Accounts Date Received in 07/01/19- 34090 18 to Issue Accounts Receivable invoices from various Accounting +3 06/30/20 Receivable Invoice departments years Appropriation Reports Changes to City budgets as approved Date prepared +3 07/01/17- 34090 31 Ad'ustments by the CitV Council and/or City ears 06/30/20 Banks Transfer Activity Documents pertaining to the wiring of Date prepared +3 07/01/13- 34090; 1 Records funds to/from bank accounts years 06/30/14 53607 Banks Transfer Activity Documents pertaining to the wiring of Date prepared +3 07/01/14- 34090; 2 Records funds to/from bank accounts years 06/30/15 53607 Banks Transfer Activity Documents pertaining to the wiring of Date prepared +3 07/01/15- 34090; 4 Records funds to/from bank accounts years 06/30/16 53607 City Council 8-4 9/19/2023 CITY OF SANTA ANA OBSOLETE RECORDS DESTRUCTION SCHEDULE FINANCE AND MANAGEMENT SERVICES AGENCY September 2023 Banks Statements Statements relating to investment Received +3 years 07101116- 34090; 6 banking 06/30/18 53607 Banks Daily Bank Balance Reports of daily banking activity Date prepared +3 0 111118- 34090 15 Report years 08/01118 Banks Daily Bank Balance Reports of daily banking activity Date prepared +3 09101118- 34090 16 Report years 12/01/18 Banks Statements & Lists all bank -cleared City checks Date prepared +3 07101118- 34090 19 Accounts years 06/30/20 Reconcilement Banks Daily Bank Balance Reports of daily banking activity Date prepared +3 01101/19- 34090 26 Banks Re ort Statements Statements relating to investment ears Received +3 years 04/01/19 06101117- 34090; 27 Banks Daily Bank Balance banking Reports of daily banking activity Date prepared +3 06/30/19 05101119- 53607 34090 28 Banks Re ort Daily Bank Balance Reports of daily banking activity ears Date prepared +3 07/01/19 08101119- 34090 29 Banks Re ort Daily Bank Balance I Reports of daily banking activity ears Date prepared +3 10/01/19 021G1120- 34090 30 Re or ears 05/01/20 PREPARED BY: ,��/ Sarah Ro Date Accounting Manager CONSENT 13Y: . Mb... Kzd"Vn Gowns fA-g 1.2-1647 PUT Kathryn Dawns Date Executive Director Finance & Management Services Agency DESTRUCTION OF THESE RECORDS APPROVED BY: SO., N• - A 8/28/2023 for Sonia R. Carvalho Date City Attorney City Council 8-5 9/19/2023 Finance and Management Services https://www.santa-ana.org/finance Item # 9 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report September 19, 2023 TOPIC: Carry -Over of Unspent Amounts from FY 2022-23 to FY 2023-24 AGENDA TITLE Approve Appropriation Adjustment to Carry Over Unspent Amounts from Fiscal Year 2022-23 to Fiscal Year 2023-24 RECOMMENDED ACTION 1. Approve an Appropriation Adjustment to reduce the FY 2022-23 budget for unspent amounts to be carried over to FY 2023-24. (Requires five affirmative votes) 2. Approve an Appropriation Adjustment to increase the FY 2023-24 budget for amounts carried forward from FY 2022-23. (Requires five affirmative votes) DISCUSSION Carryover of Unspent Budgets from FY 2022-23 It is common for a City to budget for non -recurring (one-time) expenditures, such as construction projects, which are not completed by the close of the fiscal year on June 30. When this happens, the City Council may approve the "carry-over" of the unspent budget from one fiscal year to the next to provide resources for project completion. Staff typically does not request carry-over for recurring operating budget amounts unless projects have not begun, with initial maintenance/operating costs, as each annual budget already includes provisions for operational expenses. The City Council adopts a budget one year at a time and the City's Charter requires City Council approval for appropriation adjustments. Increasing the current year's budget for unspent amounts carried over from the prior year constitutes an appropriation adjustment. Staff has compiled a list of carry-over requests (Exhibit 1) such as multi -year capital/grant projects, delayed purchases due to vendor availability, and various one- time projects approved for FY 2022-23 that were not completed by June 30, 2023. The largest projects are a combination of Public Works and Community Development projects for the modernization of the OC Civic Center and land acquisitions such as 1815 E. Carnegie Avenue for the Homeless Navigation Center, as well as various parcels of land throughout the city to expand the city's green space. City Council 9-1 9/19/2023 Carryover of Unspent Amounts from FY 2022-23 to FY 2023-24 September 19, 2023 Page 2 The General Fund comprises $52.5 million of the total $514.2 million in carryover requests and the remainder is restricted funds. The General Fund carry-over amount consist of capital projects, purchase of equipment, and one-time funding items. The list includes the accounting unit, project description, status, and amount. All requests were reviewed with City departments and analyzed to ensure the unspent budget is available at the accounting unit and fund levels and the allocation is non -recurring. The carry-over list does include several negative amounts. Our legal level of budgetary compliance is by fund and department. These negative carryover amounts are accompanied by positive carry-over amounts within the same fund and department. In essence, these offsetting negative and positive amounts are being used to true -up the budget between accounting units within a single department and fund to match remaining available resources such as grants. Each amount on the list includes the amount available one month after the end of FY 2022-23. Staff continued to pay FY 2022-23 invoices through the end of August and will complete the reconciliation of accounts in October. The FY 2022-23 ledger will not be final and closed until the financial statements have been audited in November. Therefore, the requested carryovers are "maximum" amounts. The actual amounts processed for carry-over will be limited to the available budget once the FY 2022-23 ledger is closed. Carryovers are summarized by fund in Exhibit 2. Staff will update FY 2023-24 revenue estimates for reimbursement grants tied to carryover amounts to reflect reimbursement timing. FISCAL IMPACT No fiscal impact is associated with the recommended actions to carry over unspent appropriations. The previously authorized expenditures will be spent in a later period, which only impacts the timing of cash flow. EXHIBIT(S) 1. List of Requests to Carry Over Unspent Appropriations 2. List of Requests to Carry -Over Unspent Appropriations by Fund Submitted By: Kathryn Downs, FMSA Executive Director Approved By: Kristine Ridge, City Manager City Council 9-2 9/19/2023 List of Requests to Carryover Unspent Appropriations FY22-23 Balances to FY23-24 As of August 4, 2023 EXHIBIT 1 General Fund Fund 11 Increase from Change in Purpose Accounting Department Project Fund Description Project Description Project Status Original Funding from Original Carry Forward Unit Activity # Amount Funding Source Up To Amount 01103010 City Manager N/A GENERAL FUND 8th Floor Remodel Final phase of remodel will be complete by June 30, 2024. 290,000 01103010 City Manager N/A GENERAL FUND Chinatown Memorial Project scope and location in development. 25,000 01103010 City Manager N/A GENERAL FUND Sister City Visit Expected to be completed by September 2023 30,000 01105015 Non -Departmental N/A GENERAL FUND Unused FY 22-23 Employee Compensation Prior year set -aside for employee compensation increases. 2,308,839 Increases 01105015 Non -Departmental N/A GENERAL FUND Civic Center Development Pending purchase of State Building which was approved at August 15, 1,000,000 2023 City Council Meeting. 01105015 Non -Departmental N/A GENERAL FUND Police Oversight Commission Notice of Vacancy for Management Analyst scheduled to be posted in 11000,000 October, 2023. Project was delayed when IT dept began using conference room for 01108032 City Attorney N/A GENERAL FUND CAD - Office Upgrades (Working Spaces, upgrades to the 2nd Floor. Conference room upgrades cannot begin until ✓ 46,000 Furniture, Technical Equipment) the room is made available for use again. Project was delayed when IT dept began using conference room for CAO -Office Upgrades (Working Spaces, ✓ 01108032 City Attorney N/A GENERAL FUND Furniture, Technical Equipment) upgrades to the 2nd Floor. Conference room upgrades cannot begin until 59,000 the room is made available for use again. 01110100 Finance N/A GENERAL FUND Current Office Furniture Replacement Furniture specs are in progress; PO will be issued in September 2023. ✓ 145,000 01110110 Finance N/A GENERAL FUND Separation Cash Out For Delayed Retirement Retirement postponed to 2024; Additional 533 hours of sick leave that ✓ 70,000 will be paid out. 01110110 Finance N/A GENERAL FUND Current Office Furniture Replacement Furniture specs are in progress; PO will be issued in September 2023. ✓ 112,000 01110110 Finance 221401 GENERAL FUND 3rd Floor Remodel Project completed but still processing invoices. 60,000 01110120 Finance N/A GENERAL FUND New Mail Meter Machine Purchase Order will be issued in Fall 2023. 24,262 01110130 Finance N/A GENERAL FUND EMV Chip & Pin Hardware Equipment Project will be complete by June 30, 2024. 20,000 01110130 Finance N/A GENERAL FUND Treasury & Customer Service (TCS) Furniture Furniture specs are in progress; PO will be issued in September 2023. ✓ 25,000 Replacement 01111017 Library 221380 GENERAL FUND Transform Central Library Active CIP Project, Design, 75%Complete 2,454,800 01111017 Library 221381 GENERAL FUND Jerome Park - Library In The Park Active CIP Project, Design, 75%Complete 199,600 01111017 Library 221802 GENERAL FUND Newhope Library Improvements Active CIP Project, Design, 90%Complete 1,445,300 01111017 Library 231382 GENERAL FUND Delhi Library Project Consultant Services Active CIP Project, Design, 75%Complete 135,700 01111110 Library N/A GENERAL FUND Opening Day Collection Refresh - Main And Library will purchase books and materials throughout the fiscal year and ✓ 122,000 Newhope Libraries ensure all orders are received prior to June 30, 2024. 01111110 Library N/A GENERAL FUND Delhi Library Fee The Delhi Library project is anticipated to be complete in June 2024 and ✓ 85,000 needs furnishings and equipment. 01111160 Library N/A GENERAL FUND Library Technology Projects -Audio Books For All purchases will be made prior to June 30, 2024. ✓ 20,000 Youth Services 01111110 Library 231602 GENERAL FUND Library Technology Projects Started but not completed. 82,500 Construction of the Outdoor Library at Jerome Park is currently 01111190 Library N/A GENERAL FUND Outdoor Library Book Kiosk At Jerome Park anticipated to be completed in June 2024. The Kiosk will be procured at ✓ 100,000 the start of construction (Feb 2024) to ensure it arrives and can be installed prior to construction completion. Technology Projects For Library Of Things 01111190 Library N/A GENERAL FUND Collection, Newhope Media Lab And Audio All purchases will be made prior to June 30, 2024. ✓ 25,806 Books For Youth Services The purchase order has been issued and therefore as soon as delivery of 01113017 Parks & Recreation N/A GENERAL FUND Equipment For Newly Purchased Vehicles the vehicles is complete, Fleet will equip the vehicles with the additional ✓ 30,000 equipment. 01113017 Parks & Recreation N/A GENERAL FUND Security Cameras Contract will be awarded once Carry Forwards are approved with an 130,549 expected completion date of June 30, 2024. 01113017 Parks & Recreation 212750 GENERAL FUND 2nd Floor Presa Renovation Under Construction 944,200 01113017 Parks & Recreation 232603 GENERAL FUND Lawn Bowling Clubhouse Under Construction 4,900 01113200 Parks & Recreation N/A GENERAL FUND City -Wide Credit Card Terminal Project Project will be complete by June 30, 2024. ✓ 123,420 01113220 Parks & Recreation N/A GENERAL FUND Zoo Ticketing System Estimated completion date is June 30, 2024. ✓ 61,958 01113220 Parks & Recreation 162658 GENERAL FUND SA Zoo Giant River Otter Habit Under Construction 1,300,000 01113220 Parks & Recreation 222764 GENERAL FUND SA Zoo Walkway Improvements In Design 511,800 Renovation is scheduled to be complete by December 31, 2023. Furniture ✓ 01113230 Parks &Recreation N/A GENERAL FUND Furniture-2nd Floor Renovation will be moved in after completion 550,000 City Council 9-3 9/19/2023 List of Requests to Carryover Unspent Appropriations FY22-23 Balances to FY23-24 As of August 4, 2023 Accounting Unit Department Project Activity # Fund Description Project Description Project Status Increase from Change in Purpose Original Funding from Original Amount Funding Source Carry Forward Up To Amount Funds are committed forthe original 10 officers hired during FY 22/23 and ✓ 01114402 Police Department N/A GENERAL FUND PD Police Officer Hiring Bonus will be paid incrementally upon completion of each milestone. 75,000 01114403 Police Department 234519 GENERAL FUND PD Ups Replacement PO payment in August 2023; items received. ✓ 100,000 01114403 Police Department N/A GENERAL FUND PD Jail Control Center Issued RFQ#23-097 on June 28, 2023 for qualified firms. 200,000 01114403 Police Department 234522 GENERAL FUND PD Gate Replacements Requisition will be entered once Carry Forward will be approved. 250,000 PO #125720 issued on 04/17/23 and includes a 10%contingency, 01114403 Police Department 234515 GENERAL FUND Pd PAAL HVAC 50,110 installation will be complete during Fall 2023. 01114403 Police Department N/A GENERAL FUND PD Community Room A/V Equipment Items will be purchased and installed by June 30, 2024. 91,000 01114403 Police Department N/A GENERAL FUND PD Community Room AN Equipment Items will be purchased and installed by June 30, 2025. 29,000 01114420 Police Department N/A GENERAL FUND PD Vehicle Replacements Internal priority list has been established, items will be encumbered by 730,000 June 30, 2024. 01114425 Police Department 234509 GENERAL FUND PD Computers/Copiers Replacement Requisition will be entered once Carry Forward will be approved. ✓ 18,240 Quote has been received and PO is ready to be issued upon Carryover 01114450 Police Department 234521 GENERAL FUND PD Furniture Replacement ✓ 200,000 approval 01115017 Fire -Fire Stations 236626 GENERAL FUND Fire Facilities Bldg Repairs & Improvements Project started but not completed. 1,092,500 01115330 Fire -Fire Stations N/A GENERAL FUND Ambulance Service Assessment Contract has been executed with an expected completion date ofDecember ✓ 50,000 31, 2023. 01115330 Fire -Fire Stations 226020 GENERAL FUND Fire -Removal Storage Tanks Project started but not completed. 941,500 Delays have occurred as a result of the City Hall second floor remodel; 01116500 Planning & Building N/A GENERAL FUND Conference Room 1600/1602 PRCSA staff is currently occupying 1602. Expected completion date is ✓ 50,000 February 2024. Paint proposals have been received; there will be additional purchases for 01116500 Planning & Building N/A GENERAL FUND Installation Of New City Hall Reception Area public computers and other equipment. Expected to complete by June ✓ 19,500 And Related Furniture/Equipment 2024. 01116510 Planning & Building N/A GENERAL FUND Ross Annex 2nd Floor Offices PBA is in the second phase of remodeling and upgrading existing second ✓ 48,000 floor offices and conference rooms. Expected completion is May 2024. 01116510 Planning & Building N/A GENERAL FUND Zoning Code Update To Align With The Staff is currently in the process of negotiating terms and agreements with ✓ 1,800,000 General Plan the selected consultant. 01116520 Planning &Building N/A GENERAL FUND Installation Of New City Hall Reception Area Paint proposals have been received; there will be additional purchases for '� 52,000 And Related Furniture/Equipment public computers and other equipment. 01116530 Planning & Building N/A GENERAL FUND Land Management System Estimated completion date is June 30, 3024. 220,000 01116530 Planning & Building N/A GENERAL FUND Seismic Study Draft RFP has been finalized and will be released by mid -September. ✓ 330,000 01116540 Planning & Building N/A GENERAL FUND Code Enforcement Equipment Related To Expected to order new equipment by April 2024. ✓ ✓ 69,000 New Land Management System 01117017 Public Works N/A GENERAL FUND Central Stores- Shelving &Racks Requisition will be entered once Carry Fwd is approved; staff did not 180,860 obtain pricing until end of fiscal year. 01117017 Public Works 156827 GENERAL FUND Fairview Bridge & Street Impry Design Phase, 5% Complete 353,300 01117017 Public Works 179001 GENERAL FUND Peebler (South Main Improvements) Construction Phase, 95%Complete 906,400 01117017 Public Works 221377 GENERAL FUND Salgado Center Renovation Construction Phase, 0%Complete 152,600 01117017 Public Works 226023 GENERAL FUND Cypress Fire Station Project started but not completed. 907,800 01117017 Public Works 226910 GENERAL FUND Alley Impry Program FY 21/22 Construction Phase, 0%Complete 672,200 01117017 Public Works 236001 GENERAL FUND Grand Central Art Center Project started but not completed. 54,200 01117017 Public Works 236031 GENERAL FUND Ross Annex HVAC Automation Project started but not completed. 143,500 01117017 Public Works 236032 GENERAL FUND Corbin Center Improvements Project started but not completed. 676,300 01117017 Public Works 236038 GENERAL FUND Salgado Center Bleachers Project started but not completed. 300,000 01117017 Public Works 236039 GENERAL FUND Salgado Center Floor Replace Project started but not completed. 337,200 01117017 Public Works 236041 GENERAL FUND Refurbish NH Entry Monuments Project awarded; agreement being signed. 0%complete 147,600 01117620 Public Works 186919 GENERAL FUND 1st/Jackson & Sth/Euclid Signal Construction Phase, 90% Complete 210,900 01117620 Public Works 206963 GENERAL FUND Kennedy & Villa Srts Construction Phase, 5%Complete 130,000 01117620 Public Works 226018 GENERAL FUND Flower St & 3rd St Traffic Safety Design Phase, 75%Complete 500,000 01117620 Public Works 226988 GENERAL FUND Main St Rehab: Macarthur-Dyer Construction Phase, 30% Completed 250,000 01117620 Public Works 226995 GENERAL FUND Bristol St & Santa Cl Sign Mod Construction Phase, 10% Complete 320,000 01117620 Public Works 236026 GENERAL FUND Citywide Parking Study On -going. Carry -forward. 457,800 01117620 Public Works 236034 GENERAL FUND Traffic Calming Imps Phase I Construction Phase, 1%Complete. Carry forward ✓ 646,500 01117620 Public Works 236036 GENERAL FUND Traffic Calming Imps Phase li Construction Phase on -going, 0% Complete. Carry forward 820,800 01117620 Public Works 236037 GENERAL FUND Trfc Calm/Memory & Flwr Bikeway Environmental Phase just started. 0%complete. Carry forward. 1,300,000 01117630 27,270 City Council 9-4 9/19/2023 List of Requests to Carryover Unspent Appropriations FY22-23 Balances to FY23-24 As of August 4, 2023 Accounting Unit Department Project Activity # Fund Description Project Description Project Status Increase from Change in Purpose Original Funding from Original Amount Funding Source Carry Forward Up To Amount 01117630 Public Works N/A GENERAL FUND Econolite Invoice N518102 Delivery of street light poles expected December 2023. ✓ 16,021 01117630 Public Works 226017 GENERAL FUND Saddleback Street Light Proj Construction Phase, 10% Complete 735,100 01117630 Public Works 236045 GENERAL FUND Street Lighting Master Plan Ongoing project 480,700 01117630 Public Works 236030 GENERAL FUND Riverview NH Street Lighting Construction Phase, 0%Complete 483,500 01117630 Public Works 236033 GENERAL FUND Street Light Poles Replacement Construction Phase, 0%Complete 863,900 01117642 Public Works N/A GENERAL FUND After -Hours Graffiti Abatement Backlog of work due to Winter 2023 unprecedented storms; new ✓ 72,000 completion date is December 31, 2023. 01117643 Public Works N/A GENERAL FUND Tree Trimming Cycle/Urgent Response Anticipated completion date is December 31, 2023. ✓ 74,000 01117643 Public Works N/A GENERAL FUND Tree Trimming Cycle/Urgent Response Anticipated completion date is December 31, 2024. ✓ 62,000 01117650 Public Works 226024 GENERAL FUND SARTC Deferred Maintenance Project started but not completed 3,796,000 01117651 Public Works Variou GENERAL FUND Park Maintenance Projects Started, not completed. 1,232,500 01117652 Public Works Variou GENERAL FUND Park Maintenance Projects Started, not completed. 118,400 01117660 Public Works 236910 GENERAL FUND Alley Impry Program Fy 22/23 Ongoing project 3,458,100 01118017 Community Development N/A GENERAL FUND Youth Employment Program June2023 -August 2023 (Summer Program) 100,000 01118017 Community Development N/A GENERAL FUND Start -Up Grants For Nonprofits RFA's submitted in July and August 2023 150,000 Applicant was selected in May 2023; Expected completion date is June 01118017 Community Development N/A GENERAL FUND 150,000 Artist Grant 2024. Application deadline was 07/24/23; Funds will be completely expended 01118017 Community Development 221323 GENERAL FUND Artist Grants - GF/ARPA by June 30, 2024. 200,000 01118810 Community Development N/A GENERAL FUND Business Retention And Welcome Program 50% of 1 yr agreement w/ Chamber of Commerce due in FY23-24. 25,000 Improvement And Marketing Of South Main 01118810 Community Development N/A GENERAL FUND Marketing plan will be developed and implemented in FY23-24. 1,500,000 Corridor Homeless Navigation Shelter Purchase Escrow on the building commenced on July 1, 2023 and is expected to ✓ 01118811 Community Development N/A GENERAL FUND (Carnegie) close by November 1, 2023. 1,000,000 01118810 Community Development N/A GENERAL FUND Mural Restoration Proposal was issued in August 2023, Power washing 50,000 Mural Restoration/Graffiti Power Washing invoices will be paid in FY23-24. 01118810 Community Development N/A GENERAL FUND Additional businesses were approved for funds by the last week of June 221,930 Business Interruption Funds - Round 3 2023; the invoices were paid on July 2023. 01118810 Community Development N/A GENERAL FUND Mural Restoration Proposal was issued in August 2023, Power washing 4,380 Mural Restoration/Graffiti Power Washing invoices will be paid in FY23-24. 01116540 Planning &Building N/A GENERAL FUND Code Enforcement Overtime Code Enforcement's Overtime will be used to address City Council 170,000 priorities for a one-year special project. 01117630 Public Works N/A GENERAL FUND Chevrolet 250OHD Truck Goods not received or services not performed 77,967 01117651 Public Works N/A GENERAL FUND Ford F-550 Stakebed Truck Goods not received or services not performed 211,277 01117651 Public Works N/A GENERAL FUND Ford F550 Altec AT37M Boom Truck Goods not received or services not performed 232,506 01117651 Public Works 222769 GENERAL FUND Memorial Park Lighting Installation Services Goods not received or services not performed 133,138 01117651 Public Works 222756 GENERAL FUND Thornton Park Lighting Installation Services Goods not received or services not performed 344,629 01117651 Public Works 222754 GENERAL FUND Park Lighting Installation Services Goods not received or services not performed 340,664 01117630 Public Works N/A GENERAL FUND Ford F550 ALTEC AT40G Boom Truck Goods not received or services not performed 150,000 01117651 Public Works N/A GENERAL FUND Ford Transit Plumbers Van Goods not received or services not performed 94,058 01117017 Public Works N/A GENERAL FUND Hydraulic Forklift 30B-9U Goods not received or services not performed 51,649 01117017 Public Works N/A GENERAL FUND Hydraulic Forklift 20BCS-9 Goods not received or services not performed 47,431 01117017 Public Works N/A GENERAL FUND Hydraulic Forklift 20B-9 Goods not received or services not performed 40,482 01117621 Public Works N/A GENERAL FUND Bus Shelter Bench / Kiosk Goods not received or services not performed 518,861 01117652 Public Works N/A GENERAL FUND Provide And Install Fencing Goods not received or services not performed 220,223 01114405 Police Department 234504 GENERAL FUND 2023 Chevrolet Colorado Truck Goods not received or services not performed 280,419 01117017 Public Works N/A GENERAL FUND Chevrolet Traverse Goods not received or services not performed 72,176 01117650 Public Works 226024 GENERAL FUND Fan Coil Replacement For SARTC Goods not received or services not performed 1,561,426 01117017 Public Works 236001 GENERAL FUND Fan Coil Relocation Goods not received or services not performed 745,860 01117652 Public Works N/A GENERAL FUND Thornton Park Lighting Installation Services Goods not received or services not performed 177,919 01114403 Police Department 234515 GENERAL FUND Split System HVAC Replacement Goods not received or services not performed 249,888 01117652 Public Works N/A GENERAL FUND Utility Cart: Toro Workman GTX Goods not received or services not performed 34,561 01117017 Public Works 236031 GENERAL FUND Automate HVAC Bldg Controls Goods not received or services not performed 267,404 01111017 Library N/A GENERAL FUND Ford F-59 Chassis Book Mobile Goods not received or services not performed 414,922 01117642 Public Works N/A GENERAL FUND Pressure Washer Trailer Goods not received or services not performed 32,654 01114475 Police Department N/A GENERAL FUND Kitchen Oven For Santa Ana Jail Goods not received or services not performed 89,068 01113017 229,212 City Council 9-5 9/19/2023 List of Requests to Carryover Unspent Appropriations FY22-23 Balances to FY23-24 As of August 4, 2023 Increase from Change in Purpose Accounting Project Carry Forward Unit Department Activity # Fund Destription Project Description Project Status Original Funding from Original Amount Funding Source Up To Amount 01117651 Public Works N/A GENERAL FUND 2023 Chevrolet 2500Hd Truck (Qty 5) Goods not received or services not performed 461,884 01116520 Planning & Building N/A GENERAL FUND 2023 Chevrolet Equinox Goods not received or services not performed 55,264 01116540 Planning & Building N/A GENERAL FUND 2023 Chevrolet Colorado Truck Goods not received or services not performed 71,949 01117620 Public Works N/A GENERAL FUND 2023 Chevrolet Equinox Goods not received or services not performed 31,349 01117017 Public Works N/A GENERAL FUND 2023 Chevrolet Traverse Goods not received or services not performed 40,106 01117643 Public Works N/A GENERAL FUND Aerial/Tree Trimmer Combo Truck Goods not received or services not performed 406,128 01117017 Public Works N/A GENERAL FUND Commercial Diesel Generator Set Goods not received or services not performed 376,711 Subtotal for General Fund (Fund 11) 52,479,029 American Rescue Plan Act (ARPA) Increase from Change in Purpose Accounting Project Dept Fund Description Project Description Project Status Original Funding from Original Carry Forward Unit Activity k Amount Funding Source Up To Amount Major projects include the Expand Communication Methods project, the Food 18103013 City Manager Multiple AMERICAN RESCUE PLAN ACT(ARPA) Supply/Distribution project and Healthy Food Carryforwards are for FY21-22 grant agreement and will be encumbered 3,152,000 Access project. by 12/31/24. Carryforward is forthe Legal/Contract Carryforwards are for FY21-22 grant agreement and will be 18108013 City Attorney Multiple AMERICAN RESCUE PLAN ACT(ARPA) Management Support project. encumbered by 12/31/24.Carryforward 474,900 is forthe HR Service 18109013 Human Resources Multiple AMERICAN RESCUE PLAN ACT(ARPA) Enhancement Program. Enhancement Reducing adopted budget to match project budgets (71,200) Carryforward includes reserve for revenue 18110013 Finance Multiple AMERICAN RESCUE PLAN ACT(ARPA) loss and funds forthe accounting and Carryforwards are for FY21-22 grant agreement and will be spent by 10,323,500 compliance project. 12/31/24. Major projects include the Central Library construction project, Delhi Center Library 18111013 Library Various AMERICAN RESCUE PLAN ACT(ARPA) Branch construction and Jerome Park Library 25,235,000 construction. Started but not completed Major projects include the Youth Violence Prevention Program, Madison Park Restroom 18113013 Parks & Recreation Various AMERICAN RESCUE PLAN ACT(ARPA) 901,400 renovation, and the Campesino Park Restroom renovation. Ongoing Revive Santa Ana Projects Major projects include the Youth Violence 18114013 Police Department Various AMERICAN RESCUE PLAN ACT(ARPA) Prevention Prevention Program and the COVID Emergency Preparedness program. Ongoing Revive Santa Ana Projects 18116013 Planning & Building Multiple AMERICAN RESCUE PLAN ACT(ARPA) Carryforwards are forthe ongoing Property 331,600 Compliance and Assistance Program. Ongoing Revive Santa Ana Projects 18117013 Public Works 196951 AMERICAN RESCUE PLAN ACT(ARPA) Davis Elementary SRTS Construction Phase, 5%complete 2,112,400 18117013 Public Works 221309 AMERICAN RESCUE PLAN ACT(ARPA) Sanitization/Prev-Right Of Way Project 50%complete and on -going 2,170,300 18117013 Public Works 221341 AMERICAN RESCUE PLAN ACT(ARPA) First St Slope Stabilization Construction Phase, 35%complete 4,599,700 18117013 Public Works 221358 AMERICAN RESCUE PLAN ACT(ARPA) Public Health Plaza/Wellness P Project started but not completed. 877,600 18117013 Public Works 221365 AMERICAN RESCUE PLAN ACT(ARPA) Admin Of Federal Reporting Req Project started but not completed. 3,745,100 18117013 Public Works 221387 AMERICAN RESCUE PLAN ACT(ARPA) Neighborhoodsafetystreetlights Design Phase, 90%complete 989,100 18117013 Public Works 221388 AMERICAN RESCUE PLAN ACT(ARPA) NH Safety Streetlights Ph II Design Phase, 75%complete 1,000,000 18117013 Public Works 221390 AMERICAN RESCUE PLAN ACT(ARPA) Channel Fencing Upgrades Ph II Construction Phase, 95% complete 209,200 18117013 Public Works 221402 AMERICAN RESCUE PLAN ACT(ARPA) Sanitation & Pressure Washing Project is underway; invoice payment pending 377,500 18117013 Public Works 221403 AMERICAN RESCUE PLAN ACT(ARPA) Bus Shelter Cleaning Project is underway; invoice payment pending 250,000 18117013 Public Works 221405 AMERICAN RESCUE PLAN ACT(ARPA) Ped & Mobility Imps Phase I Construction Phase, 1%complete 577,900 18117013 Public Works 221406 AMERICAN RESCUE PLAN ACT(ARPA) Ped & Mobility Imps Phase II Design Phase, 90%complete 2,310,900 18117013 Public Works 221407 AMERICAN RESCUE PLAN ACT(ARPA) Ped & Mobility Imps Phase III Design Phase, 5%complete 1,000,000 18117013 Public Works Various AMERICAN RESCUE PLAN ACT(ARPA) American Rescue Plan Act (ARPA) - PWA Design Phase, 5%complete 22,767,700 18118013 Community Development Various AMERICAN RESCUE PLAN ACT(ARPA) American Rescue Plan Act (ARPA) - CDA Reducing adopted budget to match project budgets (987,600) 18120013 Information Technology Various AMERICAN RESCUE PLAN ACT(ARPA) American Rescue Plan Act (ARPA) - IT Design Phase, 5%complete 1,796,300 18114013 Police Department 221327 AMERICAN RESCUE PLAN ACT(ARPA) Chevrolet Express Passenger Van Goods not received or services not performed 79,519 18114013 Police Department 221327 AMERICAN RESCUE PLAN ACT(ARPA) PAAL Program Supplies Goods not received or services not performed 5,353 18118013 Community Development 221347 AMERICAN RESCUE PLAN ACT(ARPA) City Net Homeless Outreach Program Goods not received or services not performed 282,355 18103013 510,533 City Council 9 — 6 9/19/2023 List of Requests to Carryover Unspent Appropriations FY22-23 Balances to FY23-24 As of August 4, 2023 Increase from Change in Purpose Accounting Project Carry Forward Unit Department Activity # Fund Description Project Description Project Status Original Funding from Original Amount Funding Source Up To Amount 18118013 Community Development 221370 AMERICAN RESCUE PLAN ACT(ARPA) Downtown Clean & Safe Program Goods not received or services not performed 14,561 18111013 Library 221380 AMERICAN RESCUE PLAN ACT(ARPA) Design/Engineering Services For Library Goods not received or services not performed 706,233 18110013 Finance 221362 AMERICAN RESCUE PLAN ACT(ARPA) ARPA Consulting Services Goods not received or services not performed 397,473 18118013 Community Development 221370 AMERICAN RESCUE PLAN ACT(ARPA) DTSA Security Services Goods not received or services not performed 54,685 18118013 Community Development 221328 AMERICAN RESCUE PLAN ACT(ARPA) Rent Stabilization And Just Cause Eviction Goods not received or services not performed 276,902 Subtotal for American Rescue Plan Act (ARPA) 97,602,613 Construction Projects Increase from Change in Purpose Accounting Project Carry Forward Unit Dept Activity # Fund Description Project Description Project Status Original Funding from Original Amount Funding Source Up To Amount 01211020 Library 221800 CANNABIS PUBLIC BENEFIT FUND Library Improvements Active CIP Project, Design, 90%Complete 86,000 01211020 Library 221802 CANNABIS PUBLIC BENEFIT FUND Newhope Improvements Active CIP Project, Design, 90% Complete 3,216,300 01213020 Parks & Recreation 222754 CANNABIS PUBLIC BENEFIT FUND Cap Outlay Dysc Field Lights Awaiting Installation 31,200 01213020 Parks & Recreation 222756 CANNABIS PUBLIC BENEFIT FUND Thornton Pk Lighting Awaiting Installation 22,100 01213020 Parks & Recreation 182681 CANNABIS PUBLIC BENEFIT FUND Centennial Lake Renovation Under Construction 2,478,900 01213020 Parks & Recreation 202501 CANNABIS PUBLIC BENEFIT FUND Cannabis Fnd-SA Zoo Splash Pad In Design 101,000 01213020 Parks & Recreation 202502 CANNABIS PUBLIC BENEFIT FUND Cannabis -Memorial Splash Pad In Design 132,400 01213020 Parks & Recreation 202503 CANNABIS PUBLIC BENEFIT FUND Cannabis-C Chavez Splash Pad In Design 924,329 01213020 Parks & Recreation 202504 CANNABIS PUBLIC BENEFIT FUND Cannabis -Thornton Splash Pad In Design 1,351,900 01213020 Parks & Recreation 202505 CANNABIS PUBLIC BENEFIT FUND Cannabis -El Salvador Splash Pad In Design 1,349,700 01213020 Parks & Recreation 202506 CANNABIS PUBLIC BENEFIT FUND Cannabis -Madison Splash Pad In Design 1,350,400 01213020 Parks & Recreation 202730 CANNABIS PUBLIC BENEFIT FUND Raitt & Myrtle New Park Under Construction 46,300 01213020 Parks & Recreation 212501 CANNABIS PUBLIC BENEFIT FUND Zoo Mobile Awaiting delivery 5,300 01213020 Parks & Recreation 212744 CANNABIS PUBLIC BENEFIT FUND Zoo Goat Encounters Under Construction 179,400 01213020 Parks & Recreation 212745 CANNABIS PUBLIC BENEFIT FUND Santa Anita Phase II Under Construction 489,800 01213020 Parks & Recreation 222508 CANNABIS PUBLIC BENEFIT FUND Zoo Fence Planning 112,000 01213020 Parks & Recreation 222512 CANNABIS PUBLIC BENEFIT FUND Recreation Mobile Awaiting delivery 5,000 01213020 Parks & Recreation 222765 CANNABIS PUBLIC BENEFIT FUND Santiago Nat Ctr Reno In Design 1,000,000 01213020 Parks & Recreation 222766 CANNABIS PUBLIC BENEFIT FUND Dysc F1 Synth Turf Under Construction 726,800 01213020 Parks & Recreation 222768 CANNABIS PUBLIC BENEFIT FUND Jerome Field Irrigation Renova In Design 1,000,000 01213020 Parks & Recreation 232602 CANNABIS PUBLIC BENEFIT FUND Playground At Thornton Park In Design 150,500 02213200 Parks & Recreation 232603 PRCSA FEES & DONATION Lawn Bowling Clubhouse Under Construction 49,400 02213200 Parks & Recreation 162658 PRCSA FEES & DONATION SA Zoo Giant River Otter Habit Under Construction 600,000 02213200 Parks & Recreation 212744 PRCSA FEES & DONATION Zoo Goat Encounters Under Construction 180,000 02213200 Parks & Recreation 222508 PRCSA FEES & DONATION Zoo Fence Planning 10,000 02213200 Parks & Recreation 222509 PRCSA FEES & DONATION Children's Zoo Planning 800 Special Gas Tax 29 to Select Street Highway Users Tax, Roadway Maintenance Rehabilitation Program, 02917019 Public Works N/A SPECIAL GAS TAX Construction 59 Senate Bill funded on -going projects 27,565,600 02917660 Public Works 226970 SPECIAL GAS TAX Omnibus Concrete Pr FY21/22 Construction Phase, 75%Completed 1,277,200 03117101 Public Works Various AIR QUALITY IMPR. (AB 2766) Vehicles And Other Projects Ongoing project 320,000 03117102 Public Works Various AIR QUALITY IMPR. (AB 2766) Charging Station Phases/ Other Projects Ongoing project 30,200 03217662 Public Works 146802 MEASURE M-STREET CONSTRUCTION Warner Ave Wdng:Main-Oak Ph I Construction Phase, 50%Complete 253,100 03217662 Public Works 176880 MEASURE M-STREET CONSTRUCTION Santa Ana Blvd & 5th Bike Lane Construction Phase, 95 % Complete 41,600 03217662 Public Works 176802 MEASURE M-STREET CONSTRUCTION Lincoln Pedestrian Trail Project Completed; carryforward for project reconciliation 43,100 Construction Complete, Pending Final Payment, City of Costa 03217662 Public Works 176889 MEASURE M-STREET CONSTRUCTION Fairview Traffic Sig Synch Mesa Led Project 56,700 Construction Phase, 100 % complete. Working on close out with 03217662 Public Works 176894 MEASURE M-STREET CONSTRUCTION Euclid St & Hazard Ave Sigl Mo Caltrans. 8,000 03217662 Public Works 186897 MEASURE M-STREET CONSTRUCTION Traffic Management Plans 17/18 On -going, carry forward. 8,800 03217662 Public Works 186907 MEASURE M-STREET CONSTRUCTION Local St Prevent Maint FY17/18 Construction Phase, 99% Complete 142,800 03217662 Public Works 186912 MEASURE M-STREET CONSTRUCTION Citywide Bike Rack & SARTC Construction Phase. Working with Caltrans to re -advertise. 127,800 Bear St Traffic Signal Synch Construction Complete, Pending Final Payment, City of Costa Mesa Led 03217662 Public Works 186913 MEASURE M-STREET CONSTRUCTION Project 10,000 03217662 Public Works 186918 MEASURE M-STREET CONSTRUCTION Main St & 15th St Traffic Sign Construction Phase, 95% Complete 70,500 03217662 Public Works 196897 MEASURE M-STREET CONSTRUCTION Traffic Management Plans 18/19 On -going, carry forward for future expenditure reconciliation 600 03217662 Public Works 196910 MEASURE M-STREET CONSTRUCTION Alley Improvements FY 18/19 Construction Phase, 0% 143,100 03217662 Public Works 196923 MEASURE M-STREET CONSTRUCTION Mcfadden Rehb Fairview - Raitt Design Phase, 90%Complete 1,004,600 03217662 15,000 City Council 9-7 9/19/2023 List of Requests to Carryover Unspent Appropriations FY22-23 Balances to FY23-24 As of August 4, 2023 Accounting Project Department Fund Description Unit Activity # 03217662 Public Works 206897 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 206898 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 206899 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 206959 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 206960 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 206963 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 206967 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 206968 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 206969 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 206970 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 216898 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 216982 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 216983 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 226910 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 226897 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 226898 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 226899 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 226900 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 226901 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 226907 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 226992 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 226993 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 226914 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 236898 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 236900 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 236904 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 236907 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 236997 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 236700 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 236721 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 236914 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 236897 MEASURE M-STREET CONSTRUCTION 03217662 Public Works 236905 MEASURE M-STREET CONSTRUCTION 03217663 Public Works 136792 MEASURE M-STREET CONSTRUCTION 03217663 Public Works 116741 MEASURE M-STREET CONSTRUCTION 03217663 Public Works 146802 MEASURE M-STREET CONSTRUCTION 03217663 Public Works 156827 MEASURE M-STREET CONSTRUCTION 03217663 Public Works 176883 MEASURE M-STREET CONSTRUCTION 03217663 Public Works 186901 MEASURE M-STREET CONSTRUCTION 03217663 Public Works 196425 MEASURE M-STREET CONSTRUCTION 03217663 Public Works 226999 MEASURE M-STREET CONSTRUCTION 03217664 Public Works 176766 MEASURE M-STREET CONSTRUCTION 03417660 Public Works 146802 NEW TRANSPO SYS IMPR AREA E 03417660 Public Works 186901 NEW TRANSPO SYS IMPR AREA E 03417660 Public Works 206971 NEW TRANSPO SYS IMPR AREA E 03517660 Public Works 116741 NEW TRANSPO SYS IMPR AREA F 03517660 Public Works 136792 NEW TRANSPO SYS IMPR AREA F 03517660 Public Works 146802 NEW TRANSPO SYS IMPR AREA F 03517660 Public Works 156827 NEW TRANSPO SYS IMPR AREA F 03517660 Public Works 176883 NEW TRANSPO SYS IMPR AREA F 03517660 Public Works 186901 NEW TRANSPO SYS IMPR AREA F 05113263 Parks & Recreation 152645 CAPITAL OUTLAY FUND 05113263 Parks & Recreation 152646 CAPITAL OUTLAY FUND Project Description Project Status Traffic Management Plans 19/20 On -going, carry forward. Pavement Management FY 19/20 Design Phase, 99%Complete; keep balance for project reconciliation Project Development FY 19/20 On -going, carry forward. Main Slurry: Memory-NCL Design Phase, 60%Complete Bedford Rehab:Main PL-City Lim Design Phase 60%Complete Kennedy & Villa SRTS Construction Phase, 5%Complete Edinger Ave Traffic Sig Syn Construction, 50%Complete, OCTA Led Project Warner Ave Trff Sig Syn Construction,75% Complete, OCTA Led Project Macarthur Blvd Trff Sgl Sync Construction, 65%Complete, OCTA Led Project Omnibus Concrete Pr FY19/20 Project Completed; carryforward for project reconciliation FY20/21 Pavement Management Design Phase, 99%Complete Segerstrom Ave / Dyer Traffic Signal Sync Construction, 50%Complete, City of Irvine Led Project Tustin Ave Tarff Syl Sync Construction, 50%Complete, City of Orange Led Project Alley Improv Program FY 21/22 Construction Phase, 0%Complete Traffic Management Plans 21/22 On -going project FY21/22 Pavement Management Design Phase, 90%Complete Project Development FY 21/22 Design Phase, 95%Complete Right Of Way Mgmt. FY 21/22 Reducing budget to match project budgets Citywide Sewer Trench Rear PHIII On -going project FY21/22 Loc St Prevent Main Construction Phase, 95%Complete Citywide Speed Limit Study On -going, 90%complete. Carry forward. First St Corer Tarff Synch Construction, 65%Complete, OCTA Led Project Traffic Signal Equipment Rep21/22 Construction 95%Complete Pavement Management FY 22/23 Design Phase, 60%Complete Right Of Way Mgmt. FY 22/23 On -going project Bike Lane Prodi Dev FY 22/23 On -going project Loc St Prevent Main FY 22/23 Construction Phase, 5%Complete Santa Clara Bk Ln Lincoln -Tuts Construction Phase, 90%Complete Grand Av Rehab: Edingr-McFadden Design Phase, 10%Complete Euclid St Corr Traff Sig Sync Design, 15%Complete, City of La Habra Led Project Traffic Sig Equip Rep 22/23 Construction 95%Complete Traffic Management Plans 22/23 On -going project Traffic Safety Pro Dev FY22/23 On -going project Bristol Wdng:Cc-Washngton IIIA Design Phase, 99%Complete Bristol Wd ng-Wrnr/St Andrw IV Design Phase, 99%Complete Warner Ave Wdng:Main-Oak Ph I Construction Phase, 60%Complete Fairview Brdge & Street Impry Design Phase, 5%Complete Bristol St&Memory Ln Inter Wid Design Phase, 50%Complete Warner Ave Impry Ph2-Oak-Grand Design Phase, 90%Complete Mabury Park Stormwater Capture On -going project Project W Bus Shelter Construction Phase, 5%Complete OC Streetcar Construction Phase, 80%Complete Warner Ave Wdng:Main-Oak Ph I Construction Phase, 50%Complete Warner Ave Impry Ph2-Oak-Grand Design Phase, 90%Complete Warner Protect Bk Ln:Oak-Grand Design Phase, 95%Complete Bristol Wd ng-Wrnr/St Andre IV Design Phase, 99%Complete Bristol Wdng:Cc-Washngton IIIA Design Phase 99%Complete Warner Ave Wdng:Main-Oak Ph I Construction Phase, 50%Complete Fairview Brdge & Street Impry Design Phase, 5%Complete Bristol St&Memory Ln Inter Wid Design Phase, 50%Complete Warner Ave Impry Ph2-Oak-Grand Design Phase, 90%Complete Santiago Gas House Area Improv Under Construction; est. completion. 9/1/23; 96%complete Planning -Park Maintenance is assessing the necessary improvements Sasser Park Improvements needed Increase from Change in Purpose Original Funding from Original Amount Fundine Source 05113263 Parks & Recreation 202709 CAPITAL OUTLAY FUND Adams Pk Sign&Site Furishings Planning -Park Maintenance is assessing the necessary furnishings needed 05113263 Parks & Recreation 222508 CAPITAL OUTLAY FUND Planning -The Zoo is working with PWA to access the zoo wall to hire a Zoo Fence design consultant 05113263 - - -- -- - '�37GA�hRITAI ALITLrtY FLlnl^ ''-p try" -.1 :_" _ "-g'- City Council 9-8 9/19/2023 Carry Forward Up To Amount 2,300 700 7,600 385,900 40,000 238,100 100,000 100,000 100,000 1,400 9,700 247,000 93,000 146,000 27,900 67,300 4,500 (3,000) 30,000 158,800 23,000 374,100 100,000 148,300 8,100 78,400 3,681,300 796,600 1,234,000 120,000 100,000 50,000 50,000 3,263,600 7,501,200 2,491,700 3,776,900 1,610,200 9,535,200 15,200 253,500 853,000 209,900 1,063,100 11,500 530,000 375,800 442,600 8,700 181,900 2,100 114,200 66,700 75,100 52,000 35,500 List of Requests to Carryover Unspent Appropriations FY22-23 Balances to FY23-24 As of August 4, 2023 Accounting Unit Department Project Activity # Fund Destription Project Description Project Status Increase from Change in Purpose Original Funding from Original Amount Funding Source Carry Forward Up To Amount 05113263 Parks & Recreation 222755 CAPITAL OUTLAY FUND Ct Dog Park -Centenial In Design 828,900 05113263 Parks & Recreation 232600 CAPITAL OUTLAY FUND Cell Twr-Parks Deferred Maint Pending Final Invoices 27,700 05113263 Parks & Recreation 232604 CAPITAL OUTLAY FUND Stadium Lights Awaiting Installation 42,400 05117620 Public Works 186065 CAPITAL OUTLAY FUND Streetlight Acq & Upgr Project Project completed; carryforward for new street light purchase 1,268,900 05417647 Public Works 063510 SANITARY SEWER CAPITAL Segerstrom/San Lorenzo S Lift Active, Construction, 95%complete 500,000 05417647 Public Works 166466 SANITARY SEWER CAPITAL Willard Nh Sewer Main Improv Active, Construction, 9091complete 1,454,200 05417647 Public Works 176471 SANITARY SEWER CAPITAL Sewer Lateral Bristol Phase 3A Active, Design 100%Complete 888,900 05417647 Public Works 186498 SANITARY SEWER CAPITAL Washngtn Square Sewer Main Imp On Hold, Design, 100%complete 826,200 Active, Construction, 100%complete, Pending clock on Flower Street for 05417647 Public Works 186616 SANITARY SEWER CAPITAL 425,100 Flower St Sewer Main Improvement close-out 05417647 Public Works 196430 SANITARY SEWER CAPITAL Wright St Sewer Main Improve Active, Design, 90%complete 2,995,000 05417647 Public Works 196497 SANITARY SEWER CAPITAL SA Memorl Nghbrhd Swr Main Imp Active, Design, 30%complete 409,400 05417647 Public Works 216447 SANITARY SEWER CAPITAL Rene Or Sewer Improvements Active, Design, 30%complete 83,600 05417647 Public Works 216448 SANITARY SEWER CAPITAL Bristol -Warner Nh Sewer lmprov Active, Design, 10%complete 97,600 05417647 Public Works 216449 SANITARY SEWER CAPITAL Fairhaven Nh Sewer Imp Active, Design, 0%complete 336,200 05417647 Public Works 216450 SANITARY SEWER CAPITAL Casa Bonita Nh Sewer lmprov Active, Design, 10%complete 177,900 05417647 Public Works 216451 SANITARY SEWER CAPITAL South Main St Sewer Impr Active, Construction, 100% Complete, Pending AS -built 69,500 05417647 Public Works 216619 SANITARY SEWER CAPITAL NE Annexation Sewer Impr Active, Bidding in progress 960,000 05417647 Public Works 226473 SANITARY SEWER CAPITAL Santiago Park Gas House Sewer Active, Construction, 100%complete, Pending As -built 50,000 05417647 Public Works 226620 SANITARY SEWER CAPITAL Lincoln Ave Sewer Main Impr Active, Construction, 99%complete 53,200 05417647 Public Works 236471 SANITARY SEWER CAPITAL Santa Ana BI Swr Lateral Imps Active, Bidding in progress 750,000 05517660 Public Works 063510 SEWER CONNECTION FEE Segerstrom/San Lorenzo S Lift Active, Construction, 95%complete 1,592,400 Active, Construction, 100%complete, Pending clock on Flower Street for 05517660 Public Works 186616 SEWER CONNECTION FEE 36,700 Flower St Sewer Main Improvement close-out 05517660 Public Works 196430 SEWER CONNECTION FEE Wright St Sewer Main Improve Active, Design, 90%complete 801,000 05517660 Public Works 216447 SEWER CONNECTION FEE Rene Or Sewer Improvements Active, Design, 30%complete 590,000 05517660 Public Works 216619 SEWER CONNECTION FEE NE Annexation Sewer Impr Active, Bidding in progress 1,035,300 05517660 Public Works 236601 SEWER CONNECTION FEE Hazard Ave Sewer Improvements Active, Design, 90%complete 300,000 05517660 Public Works 236602 SEWER CONNECTION FEE Maxine Sewer Lift Station Imps On Hold, Planning 100,000 05717640 Public Works 226469 FED CLEAN WATER PROTECTION ENT Stormwater Channel Fencing Upg Active, Construction, 7091complete 358,200 05717640 Public Works 226622 FED CLEAN WATER PROTECTION ENT DTSA Flood Red & Storwtr Infil Active, Construction, 0%complete 886,700 05717640 Public Works 236458 FED CLEAN WATER PROTECTION ENT Misc Strmdrn Repairs FY 22/23 Active, Project out to bid, 0%complete 150,000 05717640 Public Works 236482 FED CLEAN WATER PROTECTION ENT Repair Culvert St Geri & Ornge Active, Construction, 0%complete 250,000 05917660 Public Works 146802 SELECT STREET CONSTRUCTION Warner Ave Wdng:Main-Oak Ph I Construction Phase, 50%Complete 1,966,200 05917660 Public Works 156825 SELECT STREET CONSTRUCTION Westmnster Rehab:Harbr Toclint Ongoing project 35,200 05917660 Public Works 156827 SELECT STREET CONSTRUCTION Fairview Brdge & Street Impry Design Phase, 5%Complete 61,200 05917660 Public Works 176766 SELECT STREET CONSTRUCTION OC Streetcar Construction Phase, 80%Complete 205,800 Ongoing; grant funding; keep balance for future expenditure 05917660 Public Works 176881 SELECT STREET CONSTRUCTION Fairview St: Segerstrom To NCL reconciliation 400 05917660 Public Works 186902 SELECT STREET CONSTRUCTION Westminster Rehab: Clinton-Frvw Ongoing project 102,800 05917660 Public Works 186903 SELECT STREET CONSTRUCTION Hazard Ave Protected Bike Lane Ongoing project 111,900 05917660 Public Works 186906 SELECT STREET CONSTRUCTION Bristol & Edinger Class II Bk Ongoing project 70,500 05917660 Public Works 186908 SELECT STREET CONSTRUCTION Bristol St Protected Ln Edgr-1 Ongoing project 1,700 Design Phase, 90%Complete grant funding; keep balance forfuture 05917660 Public Works 206971 SELECT STREET CONSTRUCTION Warner Protect ElkLn:Oak-Grand expenditure reconciliation 200 05917660 Public Works 186912 SELECT STREET CONSTRUCTION Citywide Bike Rack & SARTC Ongoing project 10,400 05917660 Public Works 236997 SELECT STREET CONSTRUCTION Santa Clara Bk LN Lincoln-Tust Ongoing project 1,426,400 05917660 Public Works 176880 SELECT STREET CONSTRUCTION Santa Ana Blvd & 5th Bike Lane Construction Phase, 95%Complete 337,500 05917661 Public Works 116741 SELECT STREET CONSTRUCTION Bristol Wd ng-Wrnr/St Ancirw Iv Design Phase, 99%Complete 276,000 05917661 Public Works 136792 SELECT STREET CONSTRUCTION Bristol Wdng: CC-Washngton IIIA Design Phase, 99%Complete 56,700 05917661 Public Works N/A SELECT STREET CONSTRUCTION Bristol Corridor Improvement Wrnr/17th Project has not started 550,000 05917661 Public Works N/A SELECT STREET CONSTRUCTION Bristol Corridor Improvement Wrnr/17th Project has not started 1,175,700 05917661 Public Works N/A SELECT STREET CONSTRUCTION Bristol Corridor Improvement Wrnr/17th Project has not started 4,110,000 05917661 Public Works N/A SELECT STREET CONSTRUCTION Bristol Corridor Improvement Wrnr/17th Project has not started 129,300 05917661 Public Works N/A SELECT STREET CONSTRUCTION Bristol Corridor Improvement Wrnr/17th Project has not started 250,000 05917663 Public Works 116741 SELECT STREET CONSTRUCTION Bristol Wdng-Wrnr/St Andrw IV Design Phase, 99%Complete 678,300 05917663 Public Works 136792 SELECT STREET CONSTRUCTION Bristol Wdng:Cc-Washngton IIIA Design Phase, 99%Complete 1,896,000 05917663 Public Works 196898 SELECT STREET CONSTRUCTION Pavement Management FY 18/19 Ongoing; keep balance for future expenditure reconciliation 800 05917663 Public Works 206956 SELECT STREET CONSTRUCTION Gas Tax Local Street lmprov Ongoing project 2,200 05917663 Public Works 206970 SELECT STREET CONSTRUCTION Omnibus Concrete Pr FY19/20 Ongoing project 50,000 05917663 - --- .... iGLf�r �r�«r �...,�rn,,n �:aB_n ._8 ....,�e�r 32,000 City Council 9-9 9/19/2023 List of Requests to Carryover Unspent Appropriations FY22-23 Balances to FY23-24 As of August 4, 2023 Accounting Unit Department Project Activity # Fund Destription Project Description Project Status Increase from Change in Purpose Original Funding from Original Amount Funding Source Carry Forward Up To Amount 05917663 Public Works 226989 SELECT STREET CONSTRUCTION Westminster Rehab: Newhpe-Harb Construction Phase, 0% Complete 65,500 05917663 Public Works 176883 SELECT STREET CONSTRUCTION Bristol St&Memory Ln Inter Wid Design Phase, 50% Complete 400,000 05917663 Public Works 226996 SELECT STREET CONSTRUCTION Pedestrian Improvements Ongoing project 285,000 05917663 Public Works 206970 SELECT STREET CONSTRUCTION Macarthur Resur: Flower -Main Project Completed; carryforward to for project reconciliation 700 05917663 Public Works 236702 SELECT STREET CONSTRUCTION Grand Ave Rehab - Mcfadden-lSt Design Phase, 90%Complete 13,800 05917663 Public Works 236701 SELECT STREET CONSTRUCTION Fairview St Imps 17th To Trask Design Phase, 0% Complete 275,000 05917663 Public Works 236708 SELECT STREET CONSTRUCTION Santiago Creek Ped Bridge Impr Design Phase, 0% Complete 740,000 05917663 Public Works N/A SELECT STREET CONSTRUCTION Residential Street Repair Program FY 22/23 Project has not started 200,000 05917665 Public Works 186915 SELECT STREET CONSTRUCTION Euclid Rehab: Hazard-Wstmnstr Ongoing project 79,400 05917665 Public Works 196921 SELECT STREET CONSTRUCTION First St Slurry & Resurfacing Ongoing project 20,200 05917665 Public Works 196922 SELECT STREET CONSTRUCTION Main St Slurry & Resurfacing Ongoing project 358,300 05917665 Public Works 196923 SELECT STREET CONSTRUCTION Mcfadden Rehb Fairview - Raitt Design Phase, 90% Complete 51,000 05917665 Public Works 196940 SELECT STREET CONSTRUCTION Main St Rehab: Dyer To Warner Ongoing project 615,900 05917665 Public Works 196941 SELECT STREET CONSTRUCTION Alton Rehab: Raitt To Bristol Ongoing project 4,200 05917665 Public Works 196943 SELECT STREET CONSTRUCTION Brstol St Rehab 18/19 Mcart-Rr Ongoing project 104,800 05917665 Public Works 196944 SELECT STREET CONSTRUCTION 1st Ped Improv: Flower-Standar Construction Phase, 0% Complete 1,150,000 05917665 Public Works 196945 SELECT STREET CONSTRUCTION Raitt Slurry & Resuf Edn-Mcfad Ongoing project 81,200 05917665 Public Works 196946 SELECT STREET CONSTRUCTION Edinger Ave Rehab: Raitt-Brstl Ongoing project 118,700 05917665 Public Works 196947 SELECT STREET CONSTRUCTION Raitt St Rehab: Mcffdn-Cvc Cnt Design Phase, 90%Complete 903,300 05917665 Public Works 206953 SELECT STREET CONSTRUCTION Macarthur Rehab:Sariver-Harbor Ongoing project 10,500 05917665 Public Works 206954 SELECT STREET CONSTRUCTION Euclid St Rehab:Mcfadden Tolst Design Phase, 90%Complete 1,005,700 05917665 Public Works 206955 SELECT STREET CONSTRUCTION Euclid St Rehab:lSt To Hazard Design Phase, 90%Complete 1,138,900 05917665 Public Works 206957 SELECT STREET CONSTRUCTION Macarthur Resur: Flower -Main Ongoing project 39,900 05917665 Public Works 206958 SELECT STREET CONSTRUCTION Main St Rehab: Warner -Edinger Ongoing project 124,400 05917665 Public Works 206961 SELECT STREET CONSTRUCTION Euclid Rehab:C Limit-Mcfadden Design Phase, 90%Complete 545,300 05917665 Public Works 216975 SELECT STREET CONSTRUCTION Alton Ave Rahab: Main -Standard Design Phase, 99%Complete 736,600 05917665 Public Works 216976 SELECT STREET CONSTRUCTION Flower St Rehab: Mcfadden-1st Ongoing project 92,800 05917665 Public Works 216977 SELECT STREET CONSTRUCTION Mcarthur Rehab: Fairview-Raitt Ongoing project 820,500 05917665 Public Works 216978 SELECT STREET CONSTRUCTION Fairview A Rehab: City L-Seger Ongoing project 2,024,900 05917665 Public Works 216979 SELECT STREET CONSTRUCTION 17th St Rehab: Bristol -Flower Ongoing project 989,000 05917665 Public Works 216980 SELECT STREET CONSTRUCTION 17th St Rehab:Fairview-Bristol Ongoing project 729,600 05917665 Public Works 226990 SELECT STREET CONSTRUCTION Bristol St Rehab:Snta CI-Memor Ongoing project 24,200 05917665 Public Works 226987 SELECT STREET CONSTRUCTION Grand Av Rehab: Warner-Edingr Construction Phase, 5%Complete 1,542,200 05917665 Public Works 226988 SELECT STREET CONSTRUCTION Main St Rehab: Macarthur-Dyer Ongoing project 1,925,100 05917665 Public Works 226989 SELECT STREET CONSTRUCTION Westminster Rehab: Newhpe-Harb Construction Phase, 0% Complete 1,335,900 05917665 Public Works 236704 SELECT STREET CONSTRUCTION 1st St Rehab Grand To Tustin Ongoing project 868,000 05917665 Public Works 236705 SELECT STREET CONSTRUCTION Mcfadden Rehab Harbor -Fairview Design Phase, 90%Complete 894,200 05917665 Public Works 236706 SELECT STREET CONSTRUCTION Mcfadden Rehab Raitt To Grand Design Phase, 90%Complete 2,658,400 05917665 Public Works 236707 SELECT STREET CONSTRUCTION Standard Ave Rehab 1st -Warner Design Phase, 95%Complete 1,900,000 05917667 Public Works 176893 SELECT STREET CONSTRUCTION Warner Ave & Flower Inters Imp Ongoing project 5,600 05917667 Public Works 186922 SELECT STREET CONSTRUCTION Citywide Bike Ln Stripng & Mai Ongoing project 29,400 05917668 Public Works 186901 SELECT STREET CONSTRUCTION Warner Ave Impry Ph2-Oak-Grand Design Phase, 90%Complete 2,192,000 Water Fund 60 To Acquisition&Construction 06017019 Public Works N/A WATER Fund 66 Transfer to fund water projects under Fund 66 20,035,600 06017645 Public Works 166460 WATER Advanced Meter Infrastructure Active, Construction, 2091complete 391,000 06617647 Public Works 116413 ACQUISITION & CONSTRUCTION SA-5 Vault Modifications Active, Construction, 90%complete 784,200 06617647 Public Works 136433 ACQUISITION & CONSTRUCTION Well 32 Rehab Active, Construction to begin Sept 2023 11,062,900 Active, Design, 100%complete, To be constructed as part of Bristol 06617647 Public Works 156445 ACQUISITION &CONSTRUCTION 800,200 Bristol Phase 3A Water Widening Project 06617647 Public Works 156446 ACQUISITION & CONSTRUCTION Grand & St Gertrude Water Imp Active, Construction, 100%complete, Pending final payment 1,212,100 06617647 Public Works 166460 ACQUISITION & CONSTRUCTION Advanced Meter Infrastructure Active, Construction, 2091complete 9,299,500 06617647 Public Works 186424 ACQUISITION & CONSTRUCTION Warner Ave Wide Wtr Main Impr Active, Construction, 80%complete 1,056,900 06617647 Public Works 186491 ACQUISITION & CONSTRUCTION Well 29 Improvements Active, Construction to begin Fall 2023 7,832,800 06617647 Public Works 196423 ACQUISITION & CONSTRUCTION Washington Well Site Improveme Active, Construction to begin Fall 2023 2,102,300 06617647 Public Works 196433 ACQUISITION & CONSTRUCTION East Station Security Improv Active, Design, 90%complete 456,800 06617647 Public Works 196438 ACQUISITION & CONSTRUCTION Ritchey St Water Main Reloc Active, Construction, 70%complete 1,559,500 06617647 Public Works 196439 ACQUISITION & CONSTRUCTION SA-7 Prssure Reducing Reloc Active, Construction, 70%complete 2,266,500 06617647 Public Works 196440 ACQUISITION & CONSTRUCTION SR-55 Water Main Reloc Active, Construction, 70%complete 510,900 Active, Design, 100% complete, To be constructed as part of Bristol 06617647 Public Works 196499 ACQUISITION & CONSTRUCTION „ . , -- . . , 819,000 City Council 9 - 10 9/19/2023 List of Requests to Carryover Unspent Appropriations FY22-23 Balances to FY23-24 As of August 4, 2023 Accounting Unit Department Project Activity # Fund Description Project Description Project Status Increase from Change in Purpose Original Funding from Original Amount Funding Source 06617647 Public Works 216453 ACQUISITION & CONSTRUCTION Ne Annexation Septic Sewer Imp Active, Bidding in progress 06617647 Public Works 216461 ACQUISITION & CONSTRUCTION South Main St Water Main Impro Active, Construction, 100%complete, Pending As -built 06617647 Public Works 216462 ACQUISITION & CONSTRUCTION SA-1 Hydrogenerator Upgrade Active, Design, 75%complete 06617647 Public Works 226468 ACQUISITION & CONSTRUCTION Lincoln Ave Water Main Impr Active, Construction, 99%complete 06617647 Public Works 226470 ACQUISITION & CONSTRUCTION Well 38 Pfas Facility Active, Construction to begin Fall 2023 06617647 Public Works 226474 ACQUISITION & CONSTRUCTION Pressure Reg Vault Relocation Active, Design, 30%complete 06617647 Public Works 236454 ACQUISITION & CONSTRUCTION Willard Nh Water Main Imps Active, Construction, 90%complete Active, Construction, 100%complete, Pending clock on Flower Street for 06617647 Public Works 236474 ACQUISITION & CONSTRUCTION Greenleaf Water Main Imps close-out 06617647 Public Works 236476 ACQUISITION & CONSTRUCTION Glenwood Place Wtr Improvement Active, Construction, 50%complete 06817641 Public Works 236481 SANITATION FUND Workspace Restoration Remodel Active, Construction, 20%complete 08009053 Human Resources 220501 LIABILITY AND PROPERTY INS FND 5Th FL-ADA Compliance Project started but not completed 08009053 Human Resources 220502 LIABILITY AND PROPERTY INS FND 4Th FL-ADA Compliance Project started but not completed 08009053 Human Resources 220504 LIABILITY AND PROPERTY INS FND CChamber-ADA Compl Project started but not completed 08009053 Human Resources 220505 LIABILITY AND PROPERTY INS FND Ch-Security Hardening Project started but not completed 12015330 Fire -Fire Stations 236626 FIRE FACILITIES FUND Fire Facilities Bldg Rep/Imps Project started but not completed 12514407 Police Department Various OES UASI Urban Area Initiative Grant Project started but not completed 12514491 Police Department Various OES UASI Urban Area Initiative Grant Project started but not completed 12814407 Police Department Various LAW ENFORCEMENT GRANTS Frontline Law Enforcement Services Project started but not completed 13518783 Community Development 227534 COMMUNITY DEV BLOCK GRANT/ESG Active Transportation Improvement Grant Year 21; Notice of Completion pending 13518783 Community Development 227537 COMMUNITY DEV BLOCK GRANT/ESG Sidewalk Improvement Grant Year 21; Construction to begin in FY 23-24 13518783 Community Development 237538 COMMUNITY DEV BLOCK GRANT/ESG PAAL Restroom Improvement -Design Grant Year 20; Design began in FY 22-23 13518783 Community Development 237539 COMMUNITY DEV BLOCK GRANT/ESG Active Transp Safety Imp -Warner Grant Year 20; Active in Design phase 13518783 Community Development 237540 COMMUNITY DEV BLOCK GRANT/ESG Newhope Library ADA & Facility Imp Grant Year 18; Active in Design phase 13518783 Community Development 237540 COMMUNITY DEV BLOCK GRANT/ESG Newhope Library ADA & Facility Imp Grant Year 19; Active in Design phase 13518783 Community Development 237540 COMMUNITY DEV BLOCK GRANT/ESG Newhope Library ADA & Facility Imp Grant Year 20; Active in Design phase 13518783 Community Development 237543 COMMUNITY DEV BLOCK GRANT/ESG Street Improvement- Heninger Grant Year 20; Construction to begin in FY 23-24 13518783 Community Development 237543 COMMUNITY DEV BLOCK GRANT/ESG Street Improvement - Heninger Grant Year 21; Construction to begin in FY 23-24 13518783 Community Development 237543 COMMUNITY DEV BLOCK GRANT/ESG Street Improvement- Heninger Grant Year 22; Construction to begin in FY 23-24 14717611 Public Works 176894 FEDERAL AID SAFETY PROGRAM Euclid St & Hazard Ave Sigl Mo Construction Phase, 100%complete. Working on close out with Caltrans. Construction 99%complete. Working on final punch list items, invoicing 14717611 Public Works 186918 FEDERAL AID SAFETY PROGRAM Main St & 15th St Traffic Sign and closed out with Caltrans. 14717611 Public Works 186919 FEDERAL AID SAFETY PROGRAM 1St/Jackson & Sth/Euclid Signl 85%complete. Carry forward. 14717611 Public Works 226994 FEDERAL AID SAFETY PROGRAM Safe Mobility SA Update 85%complete. Carry forward. 14717612 Public Works 226995 FEDERAL AID SAFETY PROGRAM Bristol St & Santa Cl Sign Mod Construction Phase, 10% Complete 14817613 Public Works 176801 TRAFFIC SYSTEM MGMT GRANT Civic Center Drive Bike Blvd Project Completed; pending reconciliation 14817613 Public Works 176802 TRAFFIC SYSTEM MGMT GRANT Lincoln Pedestrian Trail Project Completed; pending reconciliation 14817613 Public Works 176880 TRAFFIC SYSTEM MGMT GRANT Santa Ana Blvd & 5th Bike Lane Construction Phase, 95%Complete 14817613 Public Works 176885 TRAFFIC SYSTEM MGMT GRANT Edinger Protected Bike Lanes Project Completed; pending reconciliation 14817613 Public Works 236998 TRAFFIC SYSTEM MGMT GRANT Raitt St Protected And Buffered Bikeway Project under design. Need to carryover 14817614 Public Works 196944 TRAFFIC SYSTEM MGMT GRANT 1st Fed Improv: Flower-Standar Construction Phase, 0%Complete 14817614 Public Works 196951 TRAFFIC SYSTEM MGMT GRANT Davis Elementary SRTS Construction Phase, 5%Complete, keep balance for future reconciliation 14817614 Public Works 206962 TRAFFIC SYSTEM MGMT GRANT Mcfadden Prot Bilk Ln Har-Grand Design Phase, 90%Complete 14817614 Public Works 206963 TRAFFIC SYSTEM MGMT GRANT Kennedy & Villa SRTS Construction Phase, 5%Complete 14817614 Public Works 206964 TRAFFIC SYSTEM MGMT GRANT Fremont & Spurgeon Srts Construction Phase, 0%Complete 14817614 Public Works 206965 TRAFFIC SYSTEM MGMT GRANT Standard Ave Prot Bk Ln: 3-War Design Phase, 95%Complete 14817615 Public Works 196944 TRAFFIC SYSTEM MGMT GRANT 1st Ped Improv: Flower-Standar Construction Phase, 0%Complete 14817615 Public Works 196951 TRAFFIC SYSTEM MGMT GRANT Davis Elementary SRTS Construction Phase, 5%Complete 14817615 Public Works 196948 TRAFFIC SYSTEM MGMT GRANT W Willits Protected Bike Lanes Construction Phase, 60%Complete 16113262 Parks & Recreation 232601 PRCSA CAPITAL GRANTS Santa Ana Zoo Educational Hub In Design 16113263 Parks & Recreation 202731 PRCSA CAPITAL GRANTS Santiago Main St Entrance Desi In Design 16113263 Parks & Recreation 212741 PRCSA CAPITAL GRANTS 17th St Triangle Park Restorat In Design 16113264 Parks & Recreation 202729 PRCSA CAPITAL GRANTS Standard-Mcfadden New Park In Design 16113264 Parks & Recreation 202730 PRCSA CAPITAL GRANTS Raitt & Myrtle New Park Under Construction 16417640 Public Works 236625 PWA ENTERPRISE CAPITAL GRANTS King Street Urban Greening Prj Active, Construction starting Nov 2023 16417640 Public Works 236627 PWA ENTERPRISE CAPITAL GRANTS Rouselle St Flood Protection Active, Design, 5%complete 16417640 Public Works 236628 PWA ENTERPRISE CAPITAL GRANTS Warner Ave Flood Protection Active, Construction starting Jan 2024 16417641 Public Works 136433 PWA ENTERPRISE CAPITAL GRANTS Well 32 Rehab Active, Construction to begin Sept 2023 16417641 -1-,.,- yGG. m.,. ..a ----- ....,..... �_a._...-.......-.. ._.:.,,..-,.__...._.:,._ - Carry Forward Up To Amount 1,387,800 1,107,600 650,000 230,900 1,000,000 21,000 419,900 33,700 1,300,000 285,300 47,700 65,700 90,700 387,500 801,000 4,297,100 183,900 1,128,200 64,600 407,300 276,200 506,300 31,300 375,700 124,400 661,200 88,000 747,800 10,900 23,000 511,300 54,900 287,600 61,400 26,500 526,000 10,600 885,900 53,200 200 6,064,600 1,291,000 4,874,200 5,494,800 4,030,700 4,768,400 2,470,900 2,000,000 54,800 480,700 3,323,700 243,700 1,442,900 4,675,000 1,080,000 732,300 1,148,600 City Council 9 -11 9/19/2023 List of Requests to Carryover Unspent Appropriations FY22-23 Balances to FY23-24 As of August 4, 2023 Accounting Unit Department Project Activity # Fund Description Project Description Project Status Increase from Change in Purpose Original Funding from Original Amount Funding Source Carry Forward Up To Amount 16417641 Public Works 196423 PWA ENTERPRISE CAPITAL GRANTS Washington Well Site Improveme Active, Construction to begin Fall 2023 740,000 16417641 Public Works 216462 PWA ENTERPRISE CAPITAL GRANTS SA-1 Hydrogenerator Upgrade Active, Design, 75%complete 299,000 16417641 Public Works 226470 PWA ENTERPRISE CAPITAL GRANTS Well 38 PFAS Facility Active, Construction to begin Fall 2023 2,000,000 16417642 Public Works 166460 PWA ENTERPRISE CAPITAL GRANTS Advanced Meter Infrastructure Active, Construction, 20%complete 115,800 16417643 Public Works 226621 PWA ENTERPRISE CAPITAL GRANTS Raitt & Myrtle Park Project Active, Construction, 90%complete 583,800 16417644 Public Works 226622 PWA ENTERPRISE CAPITAL GRANTS DTSA Flood Red & Storwtr Infil Active, Construction starting Aug 2023 4,771,900 22317660 Public Works 236907 LOCAL DRAINAGE AREA III Loc St Prevent Maint FY 22/23 Construction Phase, 5%Complete 287,000 22417660 Public Works 206618 LOCAL DRAINAGE AREA IV Warner Storm Drain Imp: Phl Construction Phase, 60% Complete 4,900 22417660 Public Works 146802 LOCAL DRAINAGE AREA IV Warner Ave Wdng:Main-Oak Ph I Construction Phase, 50%Complete 21,400 22417660 Public Works 116741 LOCAL DRAINAGE AREA IV Bristol Wdng-Wrnr/St Andrw IV Design Phase, 99%Complete 373,000 22617660 Public Works 236458 LOCAL DRAINAGE AREA A Misc Strmdrn Repairs FY 22/23 Construction Phase, Ongoing 150,000 31113260 Parks & Recreation 197527 RESIDENTIAL DEVELOP DISTRICT 1 Santa Anita Soccer Field Under Construction 385,300 31213260 Parks & Recreation 152645 RESIDENTIAL DEVELOP DISTRICT 2 Santiago Gas House Area Improv Under Construction; est. compl. 9/1/23; 96%complete 203,400 31213260 Parks & Recreation 202731 RESIDENTIAL DEVELOP DISTRICT 2 Santiago Main St Entrance Desi In Design 133,800 31213260 Parks & Recreation 222753 RESIDENTIAL DEVELOP DISTRICT 2 Stadium Scoreboard Pending Final Invoice for Contingency Item 123,400 31213260 Parks & Recreation 222752 RESIDENTIAL DEVELOP DISTRICT 2 Stadium Synthetic Turf Pending payment of final invoice 27,200 31213261 Parks & Recreation 152645 RESIDENTIAL DEVELOP DISTRICT 2 Santiago Gas House Area Improv Under Construction; est. compl. 9/1/23; 96%complete 9,100 31313260 Parks & Recreation 162658 RESIDENTIAL DEVELOP DISTRICT 3 SA Zoo Giant River Otter Habit Under Construction; est. compl. 9/30/23; 91%complete 1,767,100 31313260 Parks & Recreation 202729 RESIDENTIAL DEVELOP DISTRICT 3 Standard-Mcfadden New Park In Design; Council award scheduled for 9/19 304,200 31313260 Parks & Recreation 212726 RESIDENTIAL DEVELOP DISTRICT 3 Pe Bike Trail Phase II In Design 453,400 31313260 Parks & Recreation 212728 RESIDENTIAL DEVELOP DISTRICT 3 Sandpointe Secur Ltng In Design 275,400 31313260 Parks & Recreation 212740 RESIDENTIAL DEVELOP DISTRICT 3 Flower St Bike Trail Renovatio Under Construction; est. compl. 9/30/23; 85%complete 574,200 31313260 Parks & Recreation 222769 RESIDENTIAL DEVELOP DISTRICT 3 Memorial Park Lights Awaiting Installation 54,700 31313260 Parks & Recreation 232601 RESIDENTIAL DEVELOP DISTRICT 3 Santa Ana Zoo Educational Hub In Design 230,300 31313261 Parks & Recreation 162658 RESIDENTIAL DEVELOP DISTRICT 3 SA Zoo Giant River Otter Habit Under Construction; est. compl. 9/30/23; 91%complete 81,700 31413260 Parks & Recreation 182681 RESIDENTIAL DEVELOP DISTRICT Centennial Lake Renovation Under Construction; Began Potholing 26,400 31413260 Parks & Recreation 197527 RESIDENTIAL DEVELOP DISTRICT Santa Anita Soccer Field Under Construction 42,400 31513260 Parks & Recreation 197527 RESIDENTIAL DEV HARBOR SPECIFIC Santa Anita Soccer Field Under Construction 1,567,600 41718820 Community Development 167751 CDA INCLUSIONARY HOUSING FEE Inclusionary Housing Funds Ongoing project 775,100 41718820 Community Development 227750 CDA INCLUSIONARY HOUSING FEE Carnegie Shelter -Various Ongoing project 227,800 41718820 Community Development 227758 CDA INCLUSIONARY HOUSING FEE Westview House Ongoing project 1,533,300 41718820 Community Development 237754 CDA INCLUSIONARY HOUSING FEE Vance Lacy Loan Ongoing project 565,300 41718820 237755 CDA INCLUSIONARY HOUSING FEE (508,800) Community Development Homebuyer Down Payment Asst Loan Prg Reducing budget to match project budgets 41718820 Community Development 237768 CDA INCLUSIONARY HOUSING FEE Carnegie Real Proprty Purchase Ongoing project 3,753,600 41718820 Community Development 237769 CDA INCLUSIONARY HOUSING FEE Homebuyer Down Payment Asst Loan Prg Ongoing project 80,000 41818830 Community Development 179001 CDA CAPITAL PROJECTS Feebler (South Main Improvements) Ongoing; est. compl. 9/15/23; 95%complete 54,100 41818832 Community Development 229001 CDA CAPITAL PROJECTS Affordable Housing & Sustainable Comm Ongoing project 1,805,700 41818833 Community Development N/A CDA CAPITAL PROJECTS Modernization Of SA Civic Center Ongoing project 9,000,000 99217950 Public Works 146802 TRAN SYS IMP ALIT AREA B Warner Ave Wdng:Main-Oak Ph I Construction Phase, 60%Complete 2,212,200 99217950 186901 TRAN SYS IMP ALIT AREA B 485,700 Public Works Warner Ave Impry Ph2-Oak-Grand Design Phase, 90%Complete 03217662 Public Works 216914 MEASURE M-STREET CONSTRUCTION 16 Ch. Traffic Signal Monitor Goods not received or services not performed 20,758 03217663 Public Works 226999 MEASURE M-STREET CONSTRUCTION Shelters-Benches-Trsh Receptacle Goods not received or services not performed 776,527 03217662 Public Works 226994 MEASURE M-STREET CONSTRUCTION Safe Mobility Sa Update Goods not received or services not performed 12,323 05113263 Parks & Recreation 222754 CAPITAL OUTLAY FUND Dan Young Soccer Sports Lighting Goods not received or services not performed 382,792 05113263 Parks & Recreation 232604 CAPITAL OUTLAY FUND Stadium Sports Lighting Goods not received or services not performed 176,515 05113263 Parks & Recreation 232604 CAPITAL OUTLAY FUND Installation Services Goods not received or services not performed 103,764 05113263 Parks & Recreation 232604 CAPITAL OUTLAY FUND Bonding Goods not received or services not performed 1,892 05113263 Parks & Recreation 222766 CAPITAL OUTLAY FUND Synthetic Fieldturf Goods not received or services not performed 300,000 05113263 Parks & Recreation 232600 CAPITAL OUTLAY FUND Cell Tower Consultant Sery Goods not received or services not performed 24,597 05617640 Public Works N/A SANITARY SEWER SERVICE Dri-Prime Sd 150M Diesel Pump Goods not received or services not performed 55,589 05617640 Public Works N/A SANITARY SEWER SERVICE 2024 Ford F-650 Cement Truck Goods not received or services not performed 149,989 05717640 Public Works N/A FED CLEAN WATER PROTECTION ENT Chevrolet Colorado Goods not received or services not performed 33,666 05717640 Public Works N/A FED CLEAN WATER PROTECTION ENT Commercial / Industrial Inspections Goods not received or services not performed 408,448 16113262 Parks & Recreation 232602 PARKS CAPITAL GRANTS Barrier Free Park Installation Goods not received or services not performed 2,000,000 31313260 Parks & Recreation 222769 RESIDENTIAL DEVELOP DISTRICT 3 Memorial Park Sports Lighting Goods not received or services not performed 580,400 31313260 Parks & Recreation 222769 RESIDENTIAL DEVELOP DISTRICT 3 Installation And Services Goods not received or services not performed 385,826 311,233,413 City Council 9 - 12 9/19/2023-- List of Requests to Carryover Unspent Appropriations FY22-23 Balances to FY23-24 As of August 4, 2023 Increase from Change in Purpose Accounting Project Carry Forward Department Fund Description Project Description Project Status Original Funding from Original Unit Activity # Up To Amount Amount Fundine Source All Other Funds Increase from Change in Purpose Accounting Project Carry Forward Dept Unit Activity # Fund Description Project Description Project Status Original Funding from Original Amount Funding Source Up To Amount 01211020 Library 221801 CANNABIS PUBLIC BENEFIT FUND Library Ops Cannabis Fnd 21-22 Active and Ongoing Library Program 196,442 01211020 Library 231802 CANNABIS PUBLIC BENEFIT FUND Library- New Books Active and Ongoing Library Program 26,100 Ford F-59 Chassis Book Mobile (Change 01211020 Library 221801 CANNABIS PUBLIC BENEFIT FUND Goods not received or services not performed 16,929 Order) 01213020 Parks & Recreation 232400 CANNABIS PUBLIC BENEFIT FUND Cannabis Fund 22/23 Program in Progress 1,106,800 01213020 Parks & Recreation 212501 CANNABIS PUBLIC BENEFIT FUND Ford Transit T-350 Crew Van Goods not received or services not performed 102,961 01213020 Parks & Recreation 222512 CANNABIS PUBLIC BENEFIT FUND Ford Transit T350 Van Goods not received or services not performed 68,664 01213020 Parks & Recreation 212745 CANNABIS PUBLIC BENEFIT FUND Synthetic Fieldturf Goods not received or services not performed 568,598 01213020 Parks & Recreation 222756 CANNABIS PUBLIC BENEFIT FUND Thornton Park Sports Lighting Goods not received or services not performed 237,986 01213020 Parks & Recreation 222754 CANNABIS PUBLIC BENEFIT FUND Dan Young Soccer Sports Lighting Goods not received or services not performed 337,108 01213020 Parks & Recreation 222754 CANNABIS PUBLIC BENEFIT FUND Installation And Services Goods not received or services not performed 131,709 01213020 Parks & Recreation 222766 CANNABIS PUBLIC BENEFIT FUND Synthetic Fieldturf Goods not received or services not performed 2,312,067 01213020 Parks & Recreation 232602 CANNABIS PUBLIC BENEFIT FUND Barrier Free Park Installation Goods not received or services not performed 79,770 RFP will be issued priorto June 30, 2024. Delays due to PD-IT project 01214010 Police Department 234604 CANNABIS PUBLIC BENEFIT FUND PD Mobile Data Computers 1,000,000 workload. 01214010 Police Department 234600 CANNABIS PUBLIC BENEFIT FUND Ford F550 Altec AT37G Boom Truck Goods not received or services not performed 98,636 Code Enforcement Cannabis/Bus. Regulatory PBA is in the second phase of remodeling existing offices and conference 01216010 Planning &Building N/A CANNABIS PUBLIC BENEFIT FUND Office rooms -second phase expected completion is May 2024. 9,000 Code Enforcement Cannabis/Bus. Regulatory PBA is in the second phase of remodeling existing offices and conference 01216010 Planning & Building N/A CANNABIS PUBLIC BENEFIT FUND Office rooms - second phase expected completion is May 2024. 38,000 Code Enforcement's Overtime will be used to address City Council ✓ 01216010 Planning &Building N/A CANNABIS PUBLIC BENEFIT FUND Code Enforcement Overtime priorities for aone-year special project. 150,000 02213200 Parks & Recreation 222502 PRCSA FEES & DONATION Movies In The Park Program in Progress 42,500 02213200 Parks & Recreation 222503 PRCSA FEES & DONATION After School Adventur Program in Progress 25,400 02213200 Parks & Recreation 222769 PRCSA FEES & DONATION Memorial Park Sports Lighting Goods not received or services not performed 10,000 02213200 Parks & Recreation 232603 PRCSA FEES & DONATION Renovate Lawn Bowling Clubhouse Goods not received or services not performed 2,410 02917620 Public Works N/A SPECIAL GAS TAX Econolite Invoice# 518101 Delivery of street light poles expected December 2023. 39,461 03109050 Human Resources N/A AIR QUALITY IMPR. (AB 2766) Halden Lunch And Cutlery Set Goods not received or services not performed 844 03109050 Human Resources N/A AIR QUALITY IMPR. (AB 2766) 112GO Ranger Vacuum Bottle Goods not received or services not performed 2,714 03109050 Human Resources N/A AIR QUALITY IMPR. (AB 2766) Round Magnet Clip Goods not received or services not performed 566 03109050 Human Resources N/A AIR QUALITY IMPR. (AB 2766) Baltimore Lunch Bag Goods not received or services not performed 1,532 03109050 Human Resources N/A AIR QUALITY IMPR. (AB 2766) Retract Badge Holder (White) Goods not received or services not performed 838 03117102 Public Works N/A AIR QUALITY IMPR. (AB 2766) Ford F-150 Lightning Truck Goods not received or services not performed 229,088 05105015 Public Works N/A CAPITAL OUTLAY FUND ADA Transition Plan Vendor has been selected and study will be complete by June 30, 2024 68,980 06017640 Public Works N/A WATER Ford F550 Altec AT37G Boom Truck Goods not received or services not performed 73,304 06017640 Public Works N/A WATER Ford F550 Altec AT40G Boom Truck Goods not received or services not performed 16,534 06017640 Public Works N/A WATER 2023 Chevrolet Colorado Truck Goods not received or services not performed 57,115 06017640 Public Works N/A WATER Roof Repairs Goods not received or services not performed 23,300 06017640 Public Works N/A WATER John Deere 410 P-Tier Backhoe Goods not received or services not performed 185,026 06017640 Public Works N/A WATER Fleet/Purchasing delays. New requisitions will be entered for FY23-24. 663,660 Heavy Duty Mechanic Truck & Vacuum Trailer 06017641 Public Works N/A WATER Cng Water Tank Truck Goods not received or services not performed 280,258 06017641 Public Works N/A WATER Custom Saw Trailer Goods not received or services not performed 46,680 06017641 Public Works N/A WATER 2024 Ford F550XI Full -Size Truck Goods not received or services not performed 673,275 06017644 Public Works N/A WATER Vehicles For Water Quality Staff Vehicles were no longer available at fiscal year end due to vendor delays. ✓ 80,000 06017645 Public Works N/A WATER Pool Vehicle For Water Admin & Engineering Vehicles were no longer available at fiscal year end due to vendor delays. ✓ 270,000 06017645 Public Works N/A WATER Remove Existing Door And Hardware Goods not received or services not performed 191,217 Supply shortage of materials caused delays; project now expected to be 06017646 Public Works N/A WATER Meter Box & Vault Replacements complete by December 31. 2023. 2,000,000 City Council 9 - 13 9/19/2023 List of Requests to Carryover Unspent Appropriations FY22-23 Balances to FY23-24 As of August 4, 2023 Increase from Change in Purpose Accounting Department Project Fund Description Project Description Project Status Original Funding from Original Carry Forward Unit Activity ti Amount Funding Source Up To Amount 06017646 Public Works N/A WATER Crane Truck Fleet/Purchasing delays. New requisitions will be entered for FY23-24. ✓ 117,000 06017646 Public Works N/A WATER 2024 Chevrolet Silverado Truck Goods not received or services not performed 100,522 06017646 Public Works N/A WATER 2023 Chevrolet Silverado 1500 Goods not received or services not performed 61,388 06817640 Public Works N/A SANITATION FUND Ford F-550 Stakebed Truck Goods not received or services not performed 105,639 06817640 Public Works N/A SANITATION FUND Ford F-250 Truck Goods not received or services not performed 104,741 06817640 Public Works N/A SANITATION FUND Chevrolet Colorado Goods not received or services not performed 27,115 06817640 Public Works N/A SANITATION FUND Portable Restroom Trailers Goods not received or services not performed 27,774 06817641 Public Works 236481 SANITATION FUND New Office(S)/Workspace(S) Furniture September 2023- Expected date of completion. 134,200 06817641 Public Works N/A SANITATION FUND Fitness Room Improvements Goods not received or services not performed 170,819 06917640 Public Works N/A REFUSE COLLECTION SERVICE Ford F-150 Truck Goods not received or services not performed 78,872 07017100 Public Works N/A EQUIPMENT REPLACEMENT Ford Police Interceptors Goods not received or services not performed 83,914 07017100 Public Works N/A EQUIPMENT REPLACEMENT Toro GTX Electric Cart Goods not received or services not performed 76,339 07017100 Public Works N/A EQUIPMENT REPLACEMENT Ford Interceptor Utility Suv Goods not received or services not performed 857,540 07017100 Public Works N/A EQUIPMENT REPLACEMENT Ford Interceptor Utlity Suv Goods not received or services not performed 172,442 07017100 Public Works N/A EQUIPMENT REPLACEMENT Hydraulic Tilt Trailer Goods not received or services not performed 19,647 07017100 Public Works N/A EQUIPMENT REPLACEMENT 2023 BMW RT-P Motorcycle Goods not received or services not performed 180,640 07017100 Public Works N/A EQUIPMENT REPLACEMENT Chevrolet Colorado Goods not received or services not performed 187,322 07017100 Public Works N/A EQUIPMENT REPLACEMENT Chevrolet Colorado Goods not received or services not performed 90,081 07017100 Public Works N/A EQUIPMENT REPLACEMENT 2023 Chevrolet Equinox Goods not received or services not performed 31,437 07017100 Public Works N/A EQUIPMENT REPLACEMENT 2023 Chevrolet Traverse Goods not received or services not performed 38,156 07017100 Public Works N/A EQUIPMENT REPLACEMENT Portable Restroom Trailers Goods not received or services not performed 41,661 08009052 Human Resources N/A LIABILITYAND PROPERTY INS FND Lobby Chair Lift To Be Ada Compliant Installation expected to be complete October, 2023. ✓ 12,500 08009052 Human Resources N/A LIABILITY AND PROPERTY INS FND Meridian Knowledge Systems Learning Project fully funded in FY22-23; Carry Forward is to record expenditures 61,486 Management Software in fiscal year being serviced 08009053 Human Resources 220505 LIABILITY AND PROPERTY INS FND New Reception Desk Installation Goods not received or services not performed 36,158 Meridian Knowledge Systems Learning Project fully funded in FY22-23; Carry Forward is to satisfy GASB software 08209052 Human Resources N/A WORKERS COMPENSATION FUND 30,743 Management Software requirement. 08209052 Human Resources N/A WORKERS COMPENSATION FUND Lobby Chair Lift To Be Ada Compliant Installation expected to be complete October, 2023. 12,500 08809050 Human Resources N/A QUALITY SERVICE TRAINING Meridian Knowledge Systems Learning Project fully funded in FY22-23; Carry Forward is to satisfy GASB software 60,724 Management Software requirement. 08809050 Human Resources N/A QUALITY SERVICE TRAINING 4th Floor Training Project started but not completed. ✓ 40,200 Expected completion date is December 30, 2023; Furniture still has to be 10920149 Information Technology 221201 INFORMATION TECHNOLOGY IT 2nd Floor Remodel 1,500,000 purchased. 10920149 Information Technology N/A INFORMATION TECHNOLOGY ERP System Replacement RFP expected to be finalized in FY23-24 700,000 10920149 Information Technology N/A INFORMATION TECHNOLOGY Replace Business Tax Licensing System The Business License Tax Software RFP is scheduled to be released the 400,000 first week of October 2023. 10920149 Information Technology N/A INFORMATION TECHNOLOGY PC Refresh Program Ongoing program to annually replace a portion of computer equipment. 150,000 PO has been issued, but delivery is delayed due to supply chain issues. 10920149 Information Technology N/A INFORMATION TECHNOLOGY Data Center AC & Ups Batteries 206,000 Installation is expected to be complete in Fall 2023. 10920149 Information Technology N/A INFORMATION TECHNOLOGY City Facilities Wireless Upgrade Upgrade would give another 7-years of life to current system. Project is 250,000 in planning phase. IT working with vendor and PBA to finalize Building Safety, Planning and 10920149 Information Technology N/A INFORMATION TECHNOLOGY LMS System Replacement 1,000,000 Code Enforcement platforms. Expected completion date is June 30, 2024. 10920149 Information Technology N/A INFORMATION TECHNOLOGY Timekeeping System Currently in planning phase; next step is development/issuing of RFP. 100,000 10920149 Information Technology N/A INFORMATION TECHNOLOGY Selectron/LMS For Telephone Payments And Project currently in planning/evaluation phase. 20,000 10920149 Information Technology N/A INFORMATION TECHNOLOGY Cybersecurity Protection Program Series of incremental additions to Cybersecurity program. ✓ 250,000 10920149 Information Technology N/A INFORMATION TECHNOLOGY Replace 15 Tn & 10 Tn Crac Units Goods not received or services not performed 206,257 11118800 Community Development N/A OPIOID REMEDIATION Property Purchase 1815 E. Carnegie Ave. City Council recently approved the Purchase and Sale Agreement at the 1,100,000 June 20, 2023 meeting. Escrow will close in FY23-24. 12218715 Community Development N/A OPIOID REMEDIATION Property Purchase 1815 E. Carnegie Ave. City Council recently approved the Purchase and Sale Agreement at the 100,000 City Council 9 - 14 9/19/2023 List of Requests to Carryover Unspent Appropriations FY22-23 Balances to FY23-24 As of August 4, 2023 Accounting Unit Department 12015330 Fire -Fire Stations 12015330 Fire -Fire Stations 12015330 Fire -Fire Stations 12015330 Fire -Fire Stations 12015330 Fire -Fire Stations 12218715 Community Development Project Fund Description Activity # 236626 FIRE FACILITIES FUND 236626 FIRE FACILITIES FUND 236626 FIRE FACILITIES FUND N/A FIRE FACILITIES FUND N/A FIRE FACILITIES FUND N/A EMERGENCY AND HEALTH GRANTS 12218715 Community Development Various 12218716 Community Development 227752 12218717 Community Development Various 12218717 Community Development 227757 12218717 Community Development 237753 12514491 Police Department 224250 12814407 Police Department 214506 12814409 Police Department 224507 12814417 Police Department 214601 13018780 Community Development Various 13018780 Community Development Various 13018780 Community Development Various 13018780 Community Development Various 13018780 Community Development Various 13518780 Community Development Various 13518780 Community Development 237500 13518782 Community Development Various 13518782 Community Development Various 13518782 Community Development Various 13518782 Community Development 237530 13518783 Community Development Various 13518783 Community Development Various 13518783 Community Development Various 13518783 Community Development Various 13518783 Community Development 237517 13518785 Community Development Various 13518785 Community Development 237602 13518785 Community Development 237603 13518785 Community Development 237600 13518785 Community Development 237606 13518785 Community Development 237605 13518788 Community Development Various 13518788 Community Development 219500 13518788 Community Development 219511 EMERGENCY AND HEALTH GRANTS EMERGENCY AND HEALTH GRANTS EMERGENCY AND HEALTH GRANTS EMERGENCY AND HEALTH GRANTS EMERGENCY AND HEALTH GRANTS DES UASI LAW ENFORCEMENT GRANTS LAW ENFORCEMENT GRANTS LAW ENFORCEMENT GRANTS HOME PROGRAM FEDERAL GRANT HOME PROGRAM FEDERAL GRANT HOME PROGRAM FEDERAL GRANT HOME PROGRAM FEDERAL GRANT HOME PROGRAM FEDERAL GRANT COMMUNITY DEV BLOCK GRANT/ESG COMMUNITY DEV BLOCK GRANT/ESG COMMUNITY DEV BLOCK GRANT/ESG COMMUNITY DEV BLOCK GRANT/ESG COMMUNITY DEV BLOCK GRANT/ESG COMMUNITY DEV BLOCK GRANT/ESG COMMUNITY DEV BLOCK GRANT/ESG COMMUNITY DEV BLOCK GRANT/ESG COMMUNITY DEV BLOCK GRANT/ESG COMMUNITY DEV BLOCK GRANT/ESG COMMUNITY DEV BLOCK GRANT/ESG COMMUNITY DEV BLOCK GRANT/ESG COMMUNITY DEV BLOCK GRANT/ESG COMMUNITY DEV BLOCK GRANT/ESG COMMUNITY DEV BLOCK GRANT/ESG COMMUNITY DEV BLOCK GRANT/ESG COMMUNITY DEV BLOCK GRANT/ESG COMMUNITY DEV BLOCK GRANT/ESG COMMUNITY DEV BLOCK GRANT/ESG COMMUNITY DEV BLOCK GRANT/ESG Project Description Roof Replacement At Fire Station 73 Roof Replacement Install Security Gate Fencing Flooring Replacement Move Existing Furniture Precommitment Loan - Illumination Foundation HHAP Grant Homeless Services Outreach Program HHAP-3 Grant Homeless Services Outreach Program Homeless Navigation Shelter Services Grant Project & Fiscal Coordinator Services Swat Team Uniforms / Gear Gang Prevention And Enforcement Sexual Assault Evidence Submission Grant Home Grant Program Home Grant Program Home Grant Program Home Grant Program Home Grant Program Community Development Block Grant Administration Grant Monitoring & Tech Support Sew Community Development Block Grant - Housing Community Development Block Grant - Housing Community Development Block Grant - Housing Residential Rehabilitation Program Sew Community Development Block Grant Programs Community Development Block Grant Programs Community Development Block Grant Programs Community Development Block Grant Programs Victim Intervention Program Emergency Solutions Grant Homeless Management System Services Shelter Services Grant Monitoring & Tech Support Sew Homeless Prevention Rapid Re -Housing Homeless Prevention Rapid Re -Housing Community Development Block Grant - Cv (Covid 19) Grant Monitoring & Tech Support Sew Case Management Sa Youth Exp Homelessness Project status Goods not received or services not performed Goods not received or services not performed Goods not received or services not performed Goods not received or services not performed Goods not received or services not performed City Council approved a pre -commitment letter on July 18, 2023 supporting the development of transitional age youth housing. Funds will be expended once the developer verifies that 100% of secured funding has been obtained. Ongoing project Goods not received or services not performed Ongoing project Goods not received or services not performed Goods not received or services not performed Goods not received or services not performed Goods not received or services not performed Grant ends 09/30/2024-Pending gang prevention and enforcement exercises 36% of grant remaining Grant Year 2018; period of performance ends 8/2026 Grant Year 2019; period of performance ends 8/2027 Grant Year 2020; period of performance ends 8/2028 Grant Year 2021; period of performance ends 8/2029 Grant Year 2022; period of performance ends 8/2030 Grant Year 2022; period of performance ends 8/2029 Goods not received or services not performed Grant Year 2019; period of performance ends 8/2026 Grant Year 2020; period of performance ends 8/2027 Grant Year 2022; period of performance ends 8/2029 Goods not received or services not performed Grant Year 2017; period of performance ends 8/2024 Grant Year 2018; period of performance ends 8/2025 Grant Year 2021; period of performance ends 8/2028 Grant Year 2022; period of performance ends 8/2029 Goods not received or services not performed Grant Year 2022; Period of performance ends 10/2024 Goods not received or services not performed Goods not received or services not performed Goods not received or services not performed Goods not received or services not performed Goods not received or services not performed Grant Year 2020; Period of performance ends 7/2026 Goods not received or services not performed Goods not received or services not performed Increase from Change in Purpose Original Funding from Original Carry Forward Amount Funding Source Up To Amount 116,502 39,653 31,290 51,722 9,283 673,774 450,000 198,059 1,519,800 1,428,741 718,150 34,880 203,789 118,200 18,800 186,000 501,300 1,754,000 1,726,700 2,291,200 196,600 12,291 4,700 168,800 20,000 212,155 9,300 6,000 133,000 577,000 15,588 10,600 63,035 19,949 2,358 41,124 788 276,200 2,000 80,861 City Council 9 - 15 9/19/2023 List of Requests to Carryover Unspent Appropriations FY22-23 Balances to FY23-24 As of August 4, 2023 Accounting Project Department Fund Description Unit Activity # 13518789 Community Development Various COMMUNITY DEV BLOCK GRANT/ESG 13518789 Community Development 217610 COMMUNITY DEV BLOCK GRANT/ESG 13918780 Community Development Various HOUSING AUTHORITY -NEW CONSTR 14018760 Community Development Various HOUSING AUTHORITY -VOUCHER ADM 14518760 Community Development 227700 RENTAL REHABILITATION GRANT 15211150 Library 231601 PUBLIC LIBRARY GRANT FUND 15211154 Library 221380 PUBLIC LIBRARY GRANT FUND 15816500 Planning & Building 215004 PLANNING GRANTS PROGRAM 15816501 Planning & Building 225000 PLANNING GRANTS PROGRAM 15818700 Community Development 217763 PLANNING GRANTS PROGRAM 15818701 Community Development 237750 PLANNING GRANTS PROGRAM 16514414 Police Department 234610 OFFICE OF SAFETY GRANT 16517611 Public Works 236984 OFFICE OF SAFETY GRANT 16517611 Public Works 236984 OFFICE OF SAFETY GRANT 16614450 Police Department N/A US DOJ ASSET FORFEITURE FUND 17718700 Community Development 217759 EMERGENCY RENTAL ASSISTANCE PG 17718701 Community Development 227753 EMERGENCY RENTAL ASSISTANCE PG 17718701 Community Development 227753 EMERGENCY RENTAL ASSISTANCE PG 17718701 Community Development 227753 EMERGENCY RENTAL ASSISTANCE PG 17718702 Community Development 227756 EMERGENCY RENTAL ASSISTANCE PG 17718702 Community Development 227756 EMERGENCY RENTAL ASSISTANCE PG 17718702 Community Development 227756 EMERGENCY RENTAL ASSISTANCE PG 17718702 Community Development 227756 EMERGENCY RENTAL ASSISTANCE PG 17803011 City Manager N/A COVID-19 RESPONSE 18018760 Community Development 227751 ARPA EHV ADMIN FEES 18018760 Community Development 227753 ARPA EHV ADMIN FEES 18318763 Community Development 237051 ARPA- CA FOR ALL YOUTH WDP 18318763 Community Development 237051 ARPA- CA FOR ALL YOUTH WDP 18318763 Community Development 237051 ARPA- CA FOR ALL YOUTH WDP 12318748-63 Community Development Various WORKFORCE INNOV AND OPP ACT 14218760-2 Community Development Various NSP FEDERAL GRANT 158187OX Community Development N/A HOUSING & COMMUNITY DEV GRANTS 16913265 Parks & Recreation N/A RECREATION GRANTS FUND Summary by Department Project Description Project Status Increase from Change in Purpose Original Funding from Original Amount Funding Source Carry Forward Up To Amount Emergency Solutions Grant - Cv (Covid 19) Grant Year 2020; Period of performance ends 9/2023 1,484,100 Grant Monitoring & Tech Support Sery Goods not received or services not performed 1,000 MS5 Rental Voucher Admin Fees Ongoing project 15,500 Sec 8 Admin Fee Ongoing project 517,500 Westview House Lip -Affordable Housing 10%of loan proceeds held back until completion of construction (90% Project Loan disbursed in May 2022) 38,700 Zip Books Grant Started but not completed 3,200 Building Forward -Admin Costs Active CIP Project, Design, 75%Complete 9,312,300 SB2 Grant ongoing; 12/31/2023 11,500 Leap Grant ongoing; 06/30/2024 5,300 Permanent Local Housing Allocation 2 ongoing; 06/30/2030 58,300 Permanent Local Housing Allocation 2 ongoing; 06/30/2030 149,000 Office Of Traffic Safety (OTS) CFs are for FY 22-23 grant agreement and will be spent by 9/30/2023. 130,500 OTS Bicycle & Ped Safety Edu 75% completed; grant ends on 9/30/2023 56,000 Bicycle & Pedestrian Safety Goods not received or services not performed 24,357 US Dept Of Justice-Aff-Asset Forfeiture 75%completed; grant ends on 9/30/2023 403,800 Emergency Rental Assistance Program Close out phase 4,100 Emergency Rental Assistance Program 2 Ongoing; 09/30/2025 495,700 Families Together Of OC Goods not received or services not performed 41,413 Lutheran Social Services Of Southern Ca Goods not received or services not performed 75,456 Emergency Rental Assistance Program 2 Ongoing project 81,600 Community Action Partnership Goods not received or services not performed 32,663 Families Forward Inc Goods not received or services not performed 92,687 United Way Of Orange County Goods not received or services not performed 2,325,510 Health And Equity Literacy Carryforwards are for FY21-22 grant agreement and will be spent by 2,154,900 12/31/23. ARPA- EHV Admin Fees Ongoing project 63,900 Mercy House Living Centers Goods not received or services not performed 56,846 CA For All Youth Grant project ends May 1, 2024 1,731,200 OC Conservation - Operate Youth Program Goods not received or services not performed 1,282,476 Working Wardrobes Goods not received or services not performed 169,675 WIOA Grant Proj Ongoing project 922,700 Neighborhood Stabilize Program Process of close-out, pending completion of Cross Roads at Washington 6,600 Property Purchase 1815 E. Carnegie Ave. City Council recently approved the Purchase and Sale Agreement at the 6,796,430 June 20, 2023 meeting. Escrow will close in FY23-24. Purchase of Refrigerator for Nutrition Grant to be closed out once refrigerator is purchased and received 4,087 Program Subtotal for All Other Funds 62,882,480 Summary by Category Grand Total for Carry Forward 514,197,534 Department Carry Forward Up To Amount Category Sum of Carry Forward City Attorney 579,900 Construction in Progress 292,905,214 City Manager 6,162,433 Contract Services 6,083,070 Community Development 54,554,241 Equipment 18,244,353 Finance 11,177,235 Furniture 1,351,983 Fire -Fire Stations 3,133,450 Interfund Transfers for Capital Projects 47,601,200 Human Resources 781,204 One -Time Employee Compensation 2,873,839 Information Technology 6,578,557 Property Purchase 12,750,030 Library 43,884,132 Software 2,904,911 Non -Departmental 4,308,839 Supplies 403,048 Parks & Recreation 39,675,515 Various Grant Programs 129,079,886 Planning & Building 3,431,113 Grand Total 524,197,534 Police Department 11,197,102 Public Works 328,733,815 City Council 9 — 16 9/19/2023 EXHIBIT 2 List of Requests to Carryover Unspent Appropriations by Fund FY22-23 Balances to FY23-24 As of August 4, 2023 FY22-23 Available Balance as of Fund Fund Name Budget Expenditures Carry Forward August 04, 2023 011 General Fund - City Manager 3,229,040 2,757,048 471,992 345,000 011 General Fund - General Non -Departmental 48,170,160 40,359,513 7,810,647 4,308,839 011 General Fund - City Attorney 3,609,860 2,977,127 632,733 105,000 011 General Fund - Finance 13,138,413 11,609,503 1,528,910 456,262 011 General Fund - Library Services 11,551,873 6,346,885 5,204,988 5,085,628 011 General Fund - Recreation & Community Services 16,575,621 12,689,582 3,886,039 3,886,039 011 General Fund - Police Department 145,063,990 139,547,167 5,516,823 2,362,725 011 General Fund - Fire Department 55,006,950 52,156,190 2,850,760 2,084,000 011 General Fund - Planning & Building 20,070,704 16,090,800 3,979,904 2,885,713 011 General Fund - PWA 67,327,421 38,988,199 28,339,222 27,558,512 011 General Fund - Community Development 10,920,090 6,527,437 4,392,653 3,401,310 012 Cannabis Set -Aside - Library 4,616,100 1,074,328 3,541,772 3,541,771 012 Cannabis Set -Aside - Parks, Rec, & Comm Sery 22,689,220 5,782,686 16,906,534 16,402,692 012 Cannabis Set -Aside - Police 4,586,610 3,095,619 1,490,991 1,098,636 012 Cannabis Set -Aside - Planning & Building 1,460,011 996,806 463,205 197,000 022 PRCSA FEES & DONATION 975,735 30,800 944,935 920,510 029 SPECIAL GAS TAX 41,159,706 10,170,543 30,989,163 28,882,261 031 AIR QUALITY IMPR. (AB 2766) 2,301,373 1,381,681 919,692 585,781 032 MEASURE M-STREET CONSTRUCTION 52,117,896 11,339,920 40,777,976 40,556,807 034 NEW TRANSPO SYS IMPR AREA E 1,291,236 6,900 1,284,336 1,284,500 035 NEW TRANSPO SYS IMPR AREA F 1,733,154 158,468 1,574,686 1,541,100 051 CAPITAL OUTLAY FUND 5,200,189 1,527,783 3,672,406 3,569,940 054 SANITARY SEWER CAPITAL 16,373,531 6,230,818 10,142,713 10,076,800 055 SEWER CONNECTION FEE 8,770,613 4,315,485 4,455,128 4,455,400 056 SANITARY SEWER SERVICE 9323,415 7,328,844 1,994,571 205,577 057 FED CLEAN WATER PROTECTION ENT 8:168,190 4,561,941 3,606,249 2,087,013 059 SELECT STREET CONSTRUCTION 52,231,415 12,488,715 39,742,700 40,637,300 060 WATER 116,049,944 82,663,332 33,386,612 25,265,879 066 ACQUISITION & CONSTRUCTION 60,248,882 27,671,205 32,577,677 45,914,500 068 SANITATION FUND 9,338,336 7,246,608 2,091,728 855,587 069 REFUSE COLLECTION SERVICE 19,584,746 18,990,628 594,118 78,872 070 EQUIPMENT REPLACEMENT 2,980,560 1,090,768 1,889,792 1,779,181 080 LIABILITY AND PROPERTY INS FND 17,960,012 17,144,891 815,121 701,744 082 WORKERS COMPENSATION FUND 10,061,652 8,453,459 1,608,193 43,243 088 QUALITY SERVICE TRAINING 295,927 190,011 105,916 100,924 109 INFORMATION TECHNOLOGY 17,504,990 9,099,682 8,405,308 4,782,257 111 OPIOID REMEDIATION 1,100,000 - 1,100,000 1,100,000 120 FIRE FACILITIES FUND 2,728,100 1,678,677 1,049,423 1,049,450 122 EMERGENCYAND HEALTH GRANTS 12,331,400 1,727,579 10,603,822 5,088,524 123 WORKFORCE INNOV AND OPP ACT 3,677,043 2,754,422 922,621 922,700 125 OES UASI 9,157,201 4,048,665 5,108,536 4,515,880 128 LAW ENFORCEMENT GRANTS 1,870,401 387,681 1,482,720 1,468,989 130 HOME PROGRAM FEDERAL GRANT 9,566,459 3,107,330 6,459,129 6,459,200 135 COMMUNITY DEV BLOCK GRANT 16,877,242 10,119,010 6,758,232 6,620,249 139 HOUSING AUTHORITY -NEW CONSTR 360,230 157,178 203,052 15,500 140 HOUSING AUTHORITY -VOUCHER ADM 4,544,326 3,916,165 628,161 517,500 142 NSP FEDERAL GRANT 1,644,000 1,637,420 6,580 6,600 145 RENTAL REHABILITATION GRANT 38,653 - 38,653 38,700 147 FEDERAL AID SAFETY PROGRAM 1,961,640 754,870 1,206,770 887,700 148 TRAFFIC SYSTEM MGMT GRANT 31,717,146 1,136,314 30,580,832 30,558,400 152 PUBLIC LIBRARY GRANT FUND 9,339,901 24,822 9,315,079 9,315,500 158 PLANNING GRANTS PROGRAM 10,199,699 2,323,359 7,876,340 7,020,530 161 PRCSA CAPITAL GRANTS 10,528,785 2,426,104 8,102,681 8,102,900 164 PUB WKS-WTR QUALITY & CONTROL 19,380,522 1,769,010 17,611,512 17,589,300 165 OFFICE OF SAFETY GRANT 900,306 575,154 325,152 210,857 (A) (B) City Council 9 - 17 9/19/2023 List of Requests to Carryover Unspent Appropriations by Fund FY22-23 Balances to FY23-24 As of August 4, 2023 FY22-23 Available Balance as of Fund Fund Name Budget Expenditures Carry Forward August 04, 2023 166 US DOJ ASSET FORFEITURE FUND 1,000,670 96,922 903,748 403,800 169 RECREATION GRANTS FUND 304,727 139,123 165,604 4,087 177 EMERGENCY RENTAL ASSISTANCE PG 8,135,746 4,986,618 3,149,128 3,149,129 178 COVID-19 RESPONSE 3,997,089 1,667,361 2,329,728 2,154,900 180 ARPA EHV ADMIN FEES 452,031 331,334 120,697 120,746 181 AMERICAN RESCUE PLAN ACT(ARPA) 115,979,235 18,359,006 97,620,229 87,602,613 183 ARPA-CA FOR ALL YOUTH WDP 4,497,520 1,122,512 3,375,008 3,183,351 223 LOCAL DRAINAGE AREA III 412,000 - 412,000 287,000 224 LOCAL DRAINAGE AREA IV 401,396 2,291 399,105 399,300 311 RESIDENTIAL DEVELOP DISTRICT 1 2,793,399 2,389,982 403,417 385,300 312 RESIDENTIAL DEVELOP DISTRICT 2 3,159,914 2,536,140 623,774 496,900 313 RESIDENTIAL DEVELOP DISTRICT 3 8,881,429 4,174,471 4,706,958 4,707,226 314 RESIDENTIAL DEVELOP DISTRICT 4 619,081 550,359 68,722 68,800 417 CDA INCLUSIONARY HOUSING FEE 4,829,417 2,122,423 2,706,994 6,426,300 (C) 418 CDA CAPITAL PROJECTS 1,336,719 1,308,625 28,094 10,859,800 (D) 992 TRAN SYS IMP AUT AREA B 3,167,999 470,181 2,697,818 2,697,900 226 LOCAL DRAINAGE AREA VI 150,000 - 150,000 150,000 315 RESIDENTIAL DEV HARBOR SPECFIC 2,912,013 1,344,472 1,567,541 1,567,600 Total 1,192,641,004 653,236,956 539,404,048 514,197,534 Notes: (A) Adjustment made to reduce expenditures subsequent to 8/4/23. Enough balance available for carryover. (B) Projects are funded by Water Revenue Fund. Water Revenue Fund has enough balance available for carryover. (C) Adjustments made to increase expenditures budget subsequent to 8/4/23. Enough balance available for carryover. (D) Adjustments made to increase expenditures budget subsequent to 8/4/23. Enough balance available for carryover. City Council 9 - 18 9/19/2023 Police Department www.santa-ana.org/pol ice Item # 10 or City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report September 19, 2023 TOPIC: Board of State and Community Corrections Officer Wellness and Mental Health Grant Program AGENDA TITLE Approve an Appropriation Adjustment Accepting the Board of State and Community Corrections Officer Wellness and Mental Health Grant Program RECOMMENDED ACTION Approve an appropriation adjustment recognizing $246,431.01 in the Law Enforcement Grants revenue account and appropriate same to the Board of State and Community Corrections Police Grants expenditure accounts. (Requires five affirmative votes) DISCUSSION The California Board of State and Community Corrections (BSCC) Officer Wellness and Mental Health Grant Program was established in the Budget Act of 2022 (Assembly Bill 178, Chapter 345, Statutes of 2022) and provides $50 million in one-time funding for city and county law enforcement agencies for the purpose of improving officer wellness and expanding mental health resources. Funding allocation was automatically granted to eligible agencies based on number of sworn peace officers in the agency. Funds can only be used to create or enhance officer wellness and mental health services for sworn peace officers as defined in Section 830.1 of the Penal Code. On February 10, 2023, the Board of State and Community Corrections (BSCC) issued the Santa Ana Police Department a check in the amount of $246,431.01 to be used, in accordance with grant requirements, for officer wellness and mental health. The BSCC Grant Program will facilitate the expansion of the Police Department's current wellness program and Peer Support Team to better support and promote officer wellness and mental health. Per statute, grant funds may be used for any of the following purposes: Establishing or expanding officer wellness units; Establishing or expanding peer support units; City Council 10-1 9/19/2023 Board of State and Community Corrections Officer Wellness and Mental Health Grant Program September 19, 2023 Page 2 • Services provided by a licensed mental health professional, counselor, or other professional that works with law enforcement; • Expanding multiagency mutual aid programs focused on officer wellness and mental health; • Other programs and services that are evidence -based or have a successful track record of enhancing officer wellness. The Santa Ana Police Department plans to expend the grant funds for the following activities: Peer Support Team Training $ 36,431.01 Peer Support Team Mutual Aid Fund $ 10,000.00 Physical Wellness and Fitness Program $ 80,000.00 Mental Health Services $120,000.00 ESTIMATED TOTAL $246,431.01 The BSCC Officer Wellness and Mental Health Grant Program will allow the Santa Ana Police Department to expand the availability of wellness resources to sworn peace officers, ultimately improving the quality of service our officers provide to the residents of Santa Ana. The grant performance period is January 1, 2023 through December 1, 2025. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Approval of the appropriation adjustment will recognize $246,431.01 in the Law Enforcement Grants, State Grant -Direct revenue account (no. 12814002-52025) and appropriate same to the BSCC Police Grants expenditure account (nos. 12814413- various) for expenditure in the current fiscal year. Any funds unspent at the end of FY 2023-24 will be presented to City Council for approval of carryovers to FY 2024-25. EXHIBIT(S) 1. Award Notification and Amount Submitted By: David Valentin, Police Chief Approved By: Kristine Ridge, City Manager City Council 10 — 2 9/19/2023 �B.SCC EXHIBIT 1ID kLC `?IRNIA! BOARD OF STATE AND COMMUNITY CORRECTIONS DATE: December 21, 2022 TO: Police Chiefs and Sheriffs FROM: Linda Penner, Chair SUBJECT: OFFICER WELLNESS AND MENTAL HEALTH GRANT AWARD I am pleased to let you know that the BSCC has begun processing the Officer Wellness and Mental Health grants, which were included in the Budget Act of 2022. All eligible law enforcement agencies will receive their payment by February 15, 2023. This memorandum provides further information about the purposes of the grant, and requests your assistance in identifying the person in your agency who will be responsible for required data reporting. This disbursement is being made in accordance with Assembly Bill 178, Chapter 45, Statutes of 2022, Item 5227-121-0001. This funding is available to all city and county law enforcement agencies employing officers described in Section 830.1 of the Penal Code. The Officer Wellness grant is for the purpose of improving officer wellness and expanding mental health sources as follows: 1. Establishing officer wellness units or expanding existing officer wellness units. 2. Establishing peer support units or expanding peer support units. 3. Services provided by a licensed mental health professional, counselor, or other professional that works with law enforcement. 4. Expanding multiagency mutual aid programs focused on officer wellness and mental health. 5. Other programs or services that are evidence based or have a successful track record of enhancing officer wellness. For further information about this funding and to identify the amount of funding allocated to your agency, please visit the Board of State and Community Corrections' webpage for the Officer Wellness and Mental Health Grant available at https://www.bscc.ca.gov/officer-wellness-and-mental-health-grant-program/. Provision 2 of the Budget Act requires each grant recipient to submit an expenditure report and a final impact report no later than December 1, 2025. Additionally, grant recipients will submit a brief annual expenditure report. Reports will be provided to the Commission on Peace Officer Standards and Training (POST). Detailed information regarding reporting requirements and reporting requirement webinars will be sent out in early 2023. Linda M. Penner, &i ' CouncilWWW.BSCC.dQ.G6V 9/19/2023 Gavin Newsom Kathleen T. Howard, xecutive Director California Governor Officer Wellness & Mental Health Grant Recipients Page 2 Please send the name and email address of the individual(s) within your agency who will be responsible for the implementation and reporting requirements for this grant to OfficerWellnessGrant(a�.bscc.ca.gov by February 28, 2023 so they may receive additional information regarding detailed reporting requirements, webinars, and deadlines. If you have any questions regarding this funding distribution, please email OfficerWellnessGrant(a-)_bscc.ca.gov and a BSCC staff member will respond. Sincerely, LINDA PENNER Chair Board of State & Community Corrections City Council 10 — 4 9/19/2023 Officer Wellness and Mental Health Grant Program Funding Distribution Schedule ,COUNTYAWARD ALAMEDA COUNTY ALAMEDA CO SD/CORONER AMOUNT $ 709,103.49 ALAMEDA COUNTY ALAMEDA PD $ 47,741.62 ALAMEDA COUNTY ALBANY PD $ 20,000.00 ALAMEDA COUNTY BAY AREA RAPID TRANSIT PD $ 145,331.11 ALAMEDA COUNTY BERKELEY PD $ 106,014.48 ALAMEDA COUNTY EAST BAY REG PARK DPS $ 37,912.46 ALAMEDA COUNTY EMERYVILLE PD $ 28,000.00 ALAMEDA COUNTY FREMONT PD $ 117,949.89 ALAMEDA COUNTY HAYWARD PD $ 113,737.39 ALAMEDA COUNTY LIVERMORE PD $ 63,187.44 ALAMEDA COUNTY NEWARK PD $ 34,402.05 ALAMEDA COUNTY OAKLAND PD $ 483,032.87 ALAMEDA COUNTY PIEDMONT PD $ 15,000.00 ALAMEDA COUNTY PLEASANTON PD $ 54,762.45 ALAMEDA COUNTY SAN LEANDRO PD $ 49,847.87 ALAMEDA COUNTY UNION CITY PD $ 47,039.54 ALPINE COUNTY ALPINE CO SO $ 15,000.00 AMADOR COUNTY AMADOR CO SO/CORONER $ 32,997.89 AMADOR COUNTY IONE PD $ 15,000.00 AMADOR COUNTY JACKSON PD $ 15,000.00 AMADOR COUNTY SUTTER CREEK PD $ 15,000.00 BUTTE COUNTY BUTTE CO SO/CORONER $ 122,162.38 BUTTE COUNTY CHICO PD $ 65,293.69 BUTTE COUNTY GRIDLEY PD $ 15,000.00 BUTTE COUNTY OROVILLE PD $ 15,000.00 BUTTE COUNTY PARADISE PD $ 15,000.00 CALAVERAS COUNTY ANGELS CAMP PD $ 15,000.00 CALAVERAS COUNTY CALAVERAS CO SD $ 40,018.71 COLUSA COUNTY COLUSA COUNTY SD $ 25,000.00 COLUSA COUNTY COLUSA PD $ 15,000.00 COLUSA COUNTY WILLIAMS PD $ 15,000.00 CONTRA COSTA COUNTY ANTIOCH PD $ 77,229.09 CONTRA COSTA COUNTY BRENTWOOD PD $ 46,337.46 CONTRA COSTA COUNTY CLAYTON PD $ 15,000.00 CONTRA COSTA COUNTY CONCORD PD $ 93,376.99 CONTRA COSTA COUNTY CONTRA COSTA CO SO/CORONER $ 435,993.33 CONTRA COSTA COUNTY EL CERRITO PD $ 25,000.00 CONTRA COSTA COUNTY HERCULES PD $ 20,000.00 CONTRA COSTA COUNTY KENSINGTON PD $ 15,000.00 CONTRA COSTA COUNTY MARTINEZ PD $ 28,000.00 CONTRA COSTA COUNTY MORAGA PD $ 15,000.00 CONTRA COSTA COUNTY OAKLEY PD $ 28,000.00 CONTRA COSTA COUNTY PINOLE PD $ 20,000.00 CONTRA COSTA COUNTY PITTSBURG PD $ 62,485.36 CONTRA COSTA COUNTY PLEASANT HILL PD $ 30,891.64 CONTRA COSTA COUNTY RICHMOND PD $ 83,547.84 CONTRA COSTA COUNTY SAN PABLO PD $ 37,912.46 CONTRA COSTA COUNTY SAN RAMON PD $ 46,337.46 CONTRA COSTA COUNTY WALNUT CREEK PD $ 51,252.03 December bitj(68uncil 10 - 5 9/19/2023 ,COUNTY-D DEL NORTE COUNTY CRESCENT CITY PD AMOUNT $ 15,000.00 DEL NORTE COUNTY DEL NORTE COUNTY SO $ 15,000.00 EL DORADO COUNTY EL DORADO CO SO $ 117,247.80 EL DORADO COUNTY PLACERVILLE PD $ 15,000.00 EL DORADO COUNTY SOUTH LAKE TAHOE PD $ 28,000.00 FRESNO COUNTY CLOVIS PD $ 73,718.68 FRESNO COUNTY COALINGA PD $ 15,000.00 FRESNO COUNTY FIREBAUGH PD $ 15,000.00 FRESNO COUNTY FOWLER PD $ 15,000.00 FRESNO COUNTY FRESNO CO SO $ 288,555.97 FRESNO COUNTY FRESNO PD $ 557,453.63 FRESNO COUNTY HURON PD $ 15,000.00 FRESNO COUNTY KERMAN PD $ 25,000.00 FRESNO COUNTY KINGSBURG PD $ 20,000.00 FRESNO COUNTY MENDOTA PD $ 15,000.00 FRESNO COUNTY ORANGE COVE PD $ 15,000.00 FRESNO COUNTY PARLIER PD $ 15,000.00 FRESNO COUNTY REEDLEY PD $ 25,000.00 FRESNO COUNTY SANGER PD $ 28,000.00 FRESNO COUNTY SELMA PD $ 28,000.00 GLENN COUNTY GLENN CO SO/CORONER $ 30,891.64 GLENN COUNTY ORLAND PD $ 15,000.00 HUMBOLDT COUNTY ARCATA PD $ 20,000.00 HUMBOLDT COUNTY EUREKA PD $ 28,000.00 HUMBOLDT COUNTY FERNDALE PD $ 15,000.00 HUMBOLDT COUNTY FORTUNA PD $ 15,000.00 HUMBOLDT COUNTY HUMBOLDT CO SO $ 128,481.13 HUMBOLDT COUNTY RIO DELL PD $ 15,000.00 IMPERIAL COUNTY BRAWLEY PD $ 20,000.00 IMPERIAL COUNTY CALEXICO PD $ 20,000.00 IMPERIAL COUNTY CALIPATRIA PD $ 15,000.00 IMPERIAL COUNTY EL CENTRO PD $ 28,083.31 IMPERIAL COUNTY IMPERIAL CO SO $ 63,187.44 IMPERIAL COUNTY IMPERIAL PD $ 15,000.00 IMPERIAL COUNTY WESTMORLAND PD $ 15,000.00 INYO COUNTY BISHOP PD $ 15,000.00 INYO COUNTY INYO COUNTY SO $ 28,000.00 KERN COUNTY ARVIN PD $ 15,000.00 KERN COUNTY BAKERSFIELD PD $ 305,405.96 KERN COUNTY BEAR VALLEY PD $ 15,000.00 KERN COUNTY CALIFORNIA CITY PD $ 15,000.00 KERN COUNTY DELANO PD $ 33,699.97 KERN COUNTY KERN COUNTY SO $ 501,989.10 KERN COUNTY MCFARLAND PD $ 15,000.00 KERN COUNTY RIDGECREST PD $ 25,000.00 KERN COUNTY SHAFTER PD $ 25,000.00 KERN COUNTY STALLION SPRINGS PD $ 15,000.00 KERN COUNTY TAFT PD $ 15,000.00 KERN COUNTY TEHACHAPI PD $ 15,000.00 KINGS COUNTY AVENAL PD $ 15,000.00 KINGS COUNTY CORCORAN PD $ 15,000.00 KINGS COUNTY I HANFORD PD $ 42,827.04 December biti(Nuncil 10 - 6 9/19/2023 ,COUNTY-D KINGS COUNTY KINGS CO SHERIFF'S OFFICE AMOUNT $ 136,204.04 KINGS COUNTY LEMOORE PD $ 28,000.00 LAKE COUNTY CLEARLAKE PD $ 20,000.00 LAKE COUNTY LAKE CO SO $ 64,591.60 LAKE COUNTY LAKEPORT PD $ 15,000.00 LASSEN COUNTY LASSEN CO SO $ 38,614.55 LASSEN COUNTY SUSANVILLE PD $ 15,000.00 LOS ANGELES COUNTY ALHAMBRA PD $ 56,868.70 LOS ANGELES COUNTY ARCADIA PD $ 45,635.37 LOS ANGELES COUNTY AZUSA PD $ 36,508.30 LOS ANGELES COUNTY BALDWIN PARK PD $ 40,720.79 LOS ANGELES COUNTY BELL GARDENS PD $ 32,295.80 LOS ANGELES COUNTY BELL PD $ 25,000.00 LOS ANGELES COUNTY BEVERLY HILLS PD $ 94,781.16 LOS ANGELES COUNTY BURBANK PD $ 103,908.23 LOS ANGELES COUNTY CLAREMONT PD $ 28,000.00 LOS ANGELES COUNTY COVINA PD $ 40,720.79 LOS ANGELES COUNTY CULVER CITY PD $ 70,910.35 LOS ANGELES COUNTY DOWNEY PD $ 80,037.42 LOS ANGELES COUNTY EL MONTE PD $ 75,824.93 LOS ANGELES COUNTY EL SEGUNDO PD $ 37,912.46 LOS ANGELES COUNTY GARDENA PD $ 60,379.11 LOS ANGELES COUNTY GLENDALE PD $ 162,883.18 LOS ANGELES COUNTY GLENDORA PD $ 34,402.05 LOS ANGELES COUNTY HAWTHORNE PD $ 64,591.60 LOS ANGELES COUNTY HERMOSA BEACH PD $ 28,000.00 LOS ANGELES COUNTY HUNTINGTON PARK PD $ 37,210.38 LOS ANGELES COUNTY INGLEWOOD PD $ 120,056.14 LOS ANGELES COUNTY IRWINDALE PD $ 25,000.00 LOS ANGELES COUNTY LA VERNE PD $ 28,000.00 LOS ANGELES COUNTY LONG BEACH PD $ 520,243.25 LOS ANGELES COUNTY LOS ANGELES CO SD $ 6,548,325.00 LOS ANGELES COUNTY LOS ANGELES PD $ 6,499,179.21 LOS ANGELES COUNTY MANHATTAN BEACH PD $ 40,720.79 LOS ANGELES COUNTY MONROVIA PD $ 32,295.80 LOS ANGELES COUNTY MONTEBELLO PD $ 47,741.62 LOS ANGELES COUNTY MONTEREY PARK PD $ 49,847.87 LOS ANGELES COUNTY PALOS VERDES ESTATES PD $ 15,000.00 LOS ANGELES COUNTY PASADENA PD $ 152,351.94 LOS ANGELES COUNTY POMONA PD $ 105,312.40 LOS ANGELES COUNTY REDONDO BEACH PD $ 63,187.44 LOS ANGELES COUNTY SAN FERNANDO PD $ 25,000.00 LOS ANGELES COUNTY SAN GABRIEL PD $ 32,997.89 LOS ANGELES COUNTY SAN MARINO PD $ 25,000.00 LOS ANGELES COUNTY SANTA MONICA PD $ 141,118.62 LOS ANGELES COUNTY SIERRA MADRE PD $ 15,000.00 LOS ANGELES COUNTY SIGNAL HILL PD $ 28,000.00 LOS ANGELES COUNTY SOUTH GATE PD $ 51,954.12 LOS ANGELES COUNTY SOUTH PASADENA PD $ 28,000.00 LOS ANGELES COUNTY TORRANCE PD $ 141,820.70 LOS ANGELES COUNTY VERNON PD $ 30,189.55 LOS ANGELES COUNTY IWEST COVINA PD $ 65,293.69 December biti(Nuncil 10 - 7 9/19/2023 ,COUNTY-D LOS ANGELES COUNTY WHI I I IER PD AMOUNT $ 87,058.25 MADERA COUNTY CHOWCHILLA PD $ 20,000.00 MADERA COUNTY MADERA CO SO $ 75,122.84 MADERA COUNTY MADERA PD $ 40,720.79 MARIN COUNTY BELVEDERE PD $ 15,000.00 MARIN COUNTY CENTRAL MARIN POLICE AUTHORIT $ 28,000.00 MARIN COUNTY FAIRFAX PD $ 15,000.00 MARIN COUNTY MARIN CO SO $ 132,693.62 MARIN COUNTY MILL VALLEY PD $ 20,000.00 MARIN COUNTY NOVATO PD $ 39,316.63 MARIN COUNTY ROSS PD $ 15,000.00 MARIN COUNTY SAN RAFAEL PD $ 44,933.29 MARIN COUNTY SAUSALITO PD $ 15,000.00 MARIN COUNTY TIBURON PD $ 15,000.00 MARIPOSA COUNTY MARIPOSA CO SO $ 44,231.21 MENDOCINO COUNTY FORT BRAGG PD $ 15,000.00 MENDOCINO COUNTY MENDOCINO CO SO $ 75,824.93 MENDOCINO COUNTY UKIAH PD $ 20,000.00 MENDOCINO COUNTY WILLITS PD $ 15,000.00 MERCED COUNTY ATWATER PD $ 20,000.00 MERCED COUNTY DOS PALOS PD $ 15,000.00 MERCED COUNTY GUSTINE PD $ 15,000.00 MERCED COUNTY LIVINGSTON PD $ 15,000.00 MERCED COUNTY LOS BANOS PD $ 30,189.55 MERCED COUNTY MERCED CO SO $ 84,249.92 MERCED COUNTY MERCED PD $ 65,995.77 MODOC COUNTY ALTURAS PD $ 15,000.00 MODOC COUNTY MODOC CO SO $ 15,000.00 MONO COUNTY MAMMOTH LAKES PD $ 15,000.00 MONO COUNTY MONO CO SD $ 20,000.00 MONTEREY COUNTY CARMEL PD $ 15,000.00 MONTEREY COUNTY DEL REY OAKS PD $ 15,000.00 MONTEREY COUNTY GONZALES PD $ 15,000.00 MONTEREY COUNTY GREENFIELD PD $ 20,000.00 MONTEREY COUNTY KING CITY PD $ 15,000.00 MONTEREY COUNTY MARINA PD $ 25,000.00 MONTEREY COUNTY MONTEREY CO SHERIFF'S OFFICE $ 196,583.15 MONTEREY COUNTY MONTEREY PD $ 32,997.89 MONTEREY COUNTY PACIFIC GROVE PD $ 20,000.00 MONTEREY COUNTY SALINAS PD $ 96,887.41 MONTEREY COUNTY SAND CITY PD $ 15,000.00 MONTEREY COUNTY SEASIDE PD $ 25,000.00 MONTEREY COUNTY SOLEDAD PD $ 15,000.00 NAPA COUNTY CALISTOGA PD $ 15,000.00 NAPA COUNTY NAPA CO SO $ 72,314.51 NAPA COUNTY NAPA PD $ 44,933.29 NAPA COUNTY SAINT HELENA PD $ 15,000.00 NEVADA COUNTY GRASS VALLEY PD $ 25,000.00 NEVADA COUNTY NEVADA CITY PD $ 15,000.00 NEVADA COUNTY NEVADA CO SO $ 42,827.04 NEVADA COUNTY TRUCKEE PD $ 20,000.00 ORANGE COUNTY JANAHEIM PD $ 260,472.67 December biti(Nuncil 10 - 8 9/19/2023 ,COUNTY-D ORANGE COUNTY BREA PD AMOUNT $ 41,422.88 ORANGE COUNTY BUENA PARK PD $ 58,272.86 ORANGE COUNTY COSTA MESA PD $ 93,376.99 ORANGE COUNTY CYPRESS PD $ 37,210.38 ORANGE COUNTY FOUNTAIN VALLEY PD $ 42,827.04 ORANGE COUNTY FULLERTON PD $ 79,335.34 ORANGE COUNTY GARDEN GROVE PD $ 122,162.38 ORANGE COUNTY HUNTINGTON BEACH PD $ 148,841.52 ORANGE COUNTY IRVINE PD $ 160,776.93 ORANGE COUNTY LA HABRA PD $ 50,549.95 ORANGE COUNTY LA PALMA PD $ 20,000.00 ORANGE COUNTY LAGUNA BEACH PD $ 34,402.05 ORANGE COUNTY LOS ALAMITOS PD $ 15,000.00 ORANGE COUNTY NEWPORT BEACH PD $ 94,079.08 ORANGE COUNTY ORANGE CO SD/CORONER $ 1,285,513.36 ORANGE COUNTY ORANGE PD $ 102,504.07 ORANGE COUNTY PLACENTIA PD $ 32,295.80 ORANGE COUNTY SANTA ANA PD $ 246,431.01 ORANGE COUNTY SEAL BEACH PD $ 28,000.00 ORANGE COUNTY TUSTIN PD $ 65,293.69 ORANGE COUNTY WESTMINSTER PD $ 57,570.78 PLACER COUNTY AUBURN PD $ 15,000.00 PLACER COUNTY LINCOLN PD $ 25,000.00 PLACER COUNTY PLACER COUNTY SO $ 176,222.75 PLACER COUNTY ROCKLIN PD $ 41,422.88 PLACER COUNTY ROSEVILLE PD $ 89,866.58 PLUMAS COUNTY PLUMAS CO SO $ 25,000.00 RIVERSIDE COUNTY BANNING PD $ 28,000.00 RIVERSIDE COUNTY BEAUMONT PD $ 35,104.13 RIVERSIDE COUNTY BLYTHE PD $ 20,000.00 RIVERSIDE COUNTY CATHEDRAL CITY PD $ 34,402.05 RIVERSIDE COUNTY CORONA PD $ 104,610.32 RIVERSIDE COUNTY DESERT HOT SPRINGS PD $ 25,000.00 RIVERSIDE COUNTY HEMET PD $ 48,443.70 RIVERSIDE COUNTY INDIO PD $ 44,933.29 RIVERSIDE COUNTY MENIFEE PD $ 53,358.28 RIVERSIDE COUNTY MURRIETA PD $ 70,910.35 RIVERSIDE COUNTY PALM SPRINGS PD $ 68,804.10 RIVERSIDE COUNTY RIVERSIDE CO SD $ 1,951,087.72 RIVERSIDE COUNTY RIVERSIDE PD $ 245,026.85 SACRAMENTO COUNTY AMTRAK PD $ 25,000.00 SACRAMENTO COUNTY CITRUS HEIGHTS PD $ 54,762.45 SACRAMENTO COUNTY ELK GROVE PD $ 89,866.58 SACRAMENTO COUNTY FOLSOM PD $ 51,252.03 SACRAMENTO COUNTY GALT PD $ 28,000.00 SACRAMENTO COUNTY SACRAMENTO CO SD $ 902,176.22 SACRAMENTO COUNTY SACRAMENTO PD $ 480,926.62 SAN BENITO COUNTY HOLLISTER PD $ 28,000.00 SAN BENITO COUNTY SAN BENITO CO SO $ 37,912.46 SAN BERNARDINO COUNTY BARSTOW PD $ 28,000.00 SAN BERNARDINO COUNTY CHINO PD $ 77,931.18 SAN BERNARDINO COUNTY ICOLTON PD $ 37,210.38 December biti(Nuncil 10 - 9 9/19/2023 ,COUNTY-D SAN BERNARDINO COUNTY FUN I ANA PD AMOUNT $ 136,204.04 SAN BERNARDINO COUNTY MONTCLAIR PD $ 32,295.80 SAN BERNARDINO COUNTY ONTARIO PD $ 193,072.73 SAN BERNARDINO COUNTY REDLANDS PD $ 55,464.53 SAN BERNARDINO COUNTY RIALTO PD $ 78,633.26 SAN BERNARDINO COUNTY SAN BERNARDINO CO SD $ 1,347,296.63 SAN BERNARDINO COUNTY SAN BERNARDINO PD $ 172,010.25 SAN BERNARDINO COUNTY UPLAND PD $ 45,635.37 SAN DIEGO COUNTY CARLSBAD PD $ 84,952.00 SAN DIEGO COUNTY CHULA VISTA PD $ 163,585.26 SAN DIEGO COUNTY CORONADO PD $ 30,891.64 SAN DIEGO COUNTY EL CAJON PD $ 82,845.75 SAN DIEGO COUNTY ESCONDIDO PD $ 94,781.16 SAN DIEGO COUNTY LA MESA PD $ 42,124.96 SAN DIEGO COUNTY NATIONAL CITY PD $ 58,272.86 SAN DIEGO COUNTY OCEANSIDE PD $ 142,522.78 SAN DIEGO COUNTY SAN DIEGO CO SD $ 1,809,969.10 SAN DIEGO COUNTY SAN DIEGO PD $ 1,263,046.71 SAN FRANCISCO COUNTY SAN FRANCISCO CO SO $ 536,391.15 SAN FRANCISCO COUNTY SAN FRANCISCO PD $ 1,407,675.74 SAN JOAQUIN COUNTY ESCALON PD $ 15,000.00 SAN JOAQUIN COUNTY LODI PD $ 47,741.62 SAN JOAQUIN COUNTY MANTECA PD $ 51,252.03 SAN JOAQUIN COUNTY RIPON PD $ 20,000.00 SAN JOAQUIN COUNTY SAN JOAQUIN CO SO $ 223,262.29 SAN JOAQUIN COUNTY STOCKTON PD $ 275,918.49 SAN JOAQUIN COUNTY TRACY PD $ 73,718.68 SAN LUIS OBISPO COUNTY ARROYO GRANDE PD $ 20,000.00 SAN LUIS OBISPO COUNTY ATASCADERO PD $ 25,000.00 SAN LUIS OBISPO COUNTY GROVER BEACH PD $ 20,000.00 SAN LUIS OBISPO COUNTY MORRO BAY PD $ 15,000.00 SAN LUIS OBISPO COUNTY PASO ROBLES PD $ 28,000.00 SAN LUIS OBISPO COUNTY PISMO BEACH PD $ 20,000.00 SAN LUIS OBISPO COUNTY SAN LUIS OBISPO CO SO $ 216,943.54 SAN LUIS OBISPO COUNTY SAN LUIS OBISPO PD $ 42,124.96 SAN MATEO COUNTY ATHERTON PD $ 20,000.00 SAN MATEO COUNTY BELMONT PD $ 25,000.00 SAN MATEO COUNTY BRISBANE PD $ 15,000.00 SAN MATEO COUNTY BROADMOOR PD $ 15,000.00 SAN MATEO COUNTY BURLINGAME PD $ 28,000.00 SAN MATEO COUNTY COLMA PD $ 15,000.00 SAN MATEO COUNTY DALY CITY PD $ 63,889.52 SAN MATEO COUNTY EAST PALO ALTO PD $ 25,000.00 SAN MATEO COUNTY FOSTER CITY PD $ 28,000.00 SAN MATEO COUNTY HILLSBOROUGH PD $ 25,000.00 SAN MATEO COUNTY MENLO PARK PD $ 28,785.39 SAN MATEO COUNTY PACIFICA PD $ 25,000.00 SAN MATEO COUNTY REDWOOD CITY PD $ 56,166.61 SAN MATEO COUNTY SAN BRUNO PD $ 31,593.72 SAN MATEO COUNTY SAN MATEO CO SHERIFF'S OFFICE $ 202,199.81 SAN MATEO COUNTY SAN MATEO PD $ 75,122.84 SAN MATEO COUNTY SOUTH SAN FRANCISCO PD $ 53,358.28 December biti(Nuncil 10 - 10 9/19/2023 ,COUNTY-D SANTA BARBARA COUNTY GUADALUPE PD AMOUNT $ 15,000.00 SANTA BARBARA COUNTY LOMPOC PD $ 28,785.39 SANTA BARBARA COUNTY SANTA BARBARA CO SO $ 348,233.00 SANTA BARBARA COUNTY SANTA BARBARA PD $ 82,143.67 SANTA BARBARA COUNTY SANTA MARIA PD $ 83,547.84 SANTA CLARA COUNTY CAMPBELL PD $ 30,189.55 SANTA CLARA COUNTY GILROY PD $ 43,529.13 SANTA CLARA COUNTY LOS ALTOS PD $ 28,000.00 SANTA CLARA COUNTY LOS GATOS PD $ 28,000.00 SANTA CLARA COUNTY MILPITAS PD $ 60,379.11 SANTA CLARA COUNTY MORGAN HILL PD $ 28,000.00 SANTA CLARA COUNTY MOUNTAIN VIEW PD $ 57,570.78 SANTA CLARA COUNTY PALO ALTO PD $ 47,741.62 SANTA CLARA COUNTY SAN JOSE PD $ 758,951.36 SANTA CLARA COUNTY SANTA CLARA CO SO $ 841,095.03 SANTA CLARA COUNTY SANTA CLARA PD $ 98,291.57 SANTA CLARA COUNTY SUNNYVALE DPS $ 139,012.37 SANTA CRUZ COUNTY CAPITOLA PD $ 20,000.00 SANTA CRUZ COUNTY SANTA CRUZ CO SO $ 101,801.99 SANTA CRUZ COUNTY SANTA CRUZ PD $ 50,549.95 SANTA CRUZ COUNTY SCOTTS VALLEY PD $ 15,000.00 SANTA CRUZ COUNTY WATSONVILLE PD $ 47,039.54 SHASTA COUNTY ANDERSON PD $ 15,000.00 SHASTA COUNTY REDDING PD $ 72,314.51 SHASTA COUNTY SHASTA CO SO $ 82,845.75 SIERRA COUNTY SIERRA CO SHERIFF'S OFFICE $ 15,000.00 SISKIYOU COUNTY ETNA PD $ 15,000.00 SISKIYOU COUNTY LAKE SHASTINA DISTRICT PD $ 15,000.00 SISKIYOU COUNTY MOUNT SHASTA PD $ 15,000.00 SISKIYOU COUNTY SISKIYOU CO SD $ 45,635.37 SISKIYOU COUNTY TULELAKE PD $ 15,000.00 SISKIYOU COUNTY WEED PD $ 15,000.00 SISKIYOU COUNTY YREKA PD $ 15,000.00 SOLANO COUNTY BENICIA PD $ 28,000.00 SOLANO COUNTY DIXON PD $ 20,000.00 SOLANO COUNTY FAIRFIELD PD $ 82,143.67 SOLANO COUNTY SOLANO CO SO $ 120,056.14 SOLANO COUNTY SUISUN CITY PD $ 20,000.00 SOLANO COUNTY VACAVILLE PD $ 70,208.27 SOLANO COUNTY VALLEJO PD $ 61,783.27 SONOMA COUNTY CLOVERDALE PD $ 15,000.00 SONOMA COUNTY COTATI PD $ 15,000.00 SONOMA COUNTY HEALDSBURG PD $ 15,000.00 SONOMA COUNTY PETALUMA PD $ 46,337.46 SONOMA COUNTY ROHNERT PARK DPS $ 51,252.03 SONOMA COUNTY SANTA ROSA PD $ 117,247.80 SONOMA COUNTY SEBASTOPOL PD $ 15,000.00 SONOMA COUNTY SONOMA CO SHERIFF'S OFFICE $ 287,151.81 STANISLAUS COUNTY CERES DPS $ 32,997.89 STANISLAUS COUNTY MODESTO PD $ 127,779.04 STANISLAUS COUNTY NEWMAN PD $ 15,000.00 STANISLAUS COUNTY OAKDALE PD $ 20,000.00 December biti(Nuncil 10 -11 9/19/2023 ,COUNTY-D STANISLAUS COUNTY STANISLAUS CO SD AMOUNT $ 369,997.56 STANISLAUS COUNTY TURLOCK PD $ 57,570.78 SUTTER COUNTY SUTTER CO SO $ 70,910.35 SUTTER COUNTY YUBA CITY PD $ 41,422.88 TEHEMA COUNTY CORNING PD $ 15,000.00 TEHEMA COUNTY RED BLUFF PD $ 20,000.00 TEHEMA COUNTY TEHAMA CO SO $ 47,039.54 TRINITY COUNTY TRINITY COUNTY SO $ 28,000.00 TULARE COUNTY DINUBA PD $ 28,000.00 TULARE COUNTY EXETER PD $ 15,000.00 TULARE COUNTY FARMERSVILLE PD $ 15,000.00 TULARE COUNTY LINDSAY DIPS $ 15,000.00 TULARE COUNTY PORTERVILLE PD $ 46,337.46 TULARE COUNTY TULARE CO SO $ 358,062.16 TULARE COUNTY TULARE PD $ 46,337.46 TULARE COUNTY VISALIA PD $ 102,504.07 TULARE COUNTY WOODLAKE PD $ 15,000.00 TUOLUMNE COUNTY SONORA PD $ 15,000.00 TUOLUMNE COUNTY TUOLUMNE CO SO $ 65,293.69 VENTURA COUNTY OXNARD PD $ 152,351.94 VENTURA COUNTY PORT HUENEME PD $ 20,000.00 VENTURA COUNTY SANTA PAULA PD $ 25,000.00 VENTURA COUNTY SIMI VALLEY PD $ 77,229.09 VENTURA COUNTY VENTURA CO SO $ 503,393.27 VENTURA COUNTY VENTURA PD $ 95,483.24 YOLO COUNTY DAVIS PD $ 39,316.63 YOLO COUNTY WEST SACRAMENTO PD $ 47,741.62 YOLO COUNTY WINTERS PD $ 15,000.00 YOLO COUNTY WOODLAND PD $ 47,039.54 YOLO COUNTY YOLO CO SHERIFF'S OFFICE $ 54,060.37 YUBA COUNTY MARYSVILLE PD $ 15,000.00 YUBA COUNTY WHEATLAND PD $ 15,000.00 YUBA COUNTY YUBA CO SD $ 73,016.60 December biti(Nuncil 10 - 12 9/19/2023 Public Works Agency www.santa-ana.org/public-works Item # 11 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report September 19, 2023 TOPIC: Fairview Street (171" Street to Trask Avenue) Improvement Project AGENDA TITLE Approve an Appropriation Adjustment to Recognize Measure M2 Grant Funding and Amend the Fiscal Year 2023-24 Capital Improvement Program for the Fairview Street Improvement Project (Project No. 23-6701) RECOMMENDED ACTION Approve an appropriation adjustment recognizing Measure M2 grant funding in the amount of $825,000 into the Public Works Measure M2 Competitive revenue account and appropriate the same amount into the Measure M2 Competitive Street, Improvements Other Than Building expenditure account for future year expenditures. (Requires five affirmative votes) 2. Approve an amendment to the Fiscal Year 2023-24 Capital Improvement Program to include Measure M2 grant funding in the amount of $825,000 for the Fairview Street Improvements (17t" Street to Trask Avenue) Project (Project No. 23-6701). DISCUSSION On November 16, 2021, the City Council authorized City Staff to submit the Fiscal Year 2022-2023 Measure M2 Comprehensive Transportation Funding Program (CTFP) application for Arterial Capacity Enhancements (ACE) funding to the Orange County Transportation Authority (OCTA). The recommended project list included Fairview Street Improvements from Monte Carlo Drive to Trask Avenue (Exhibit 1). On May 9, 2022, the OCTA Board of Directors awarded the City of Santa Ana $825,000 for the Fairview Street Improvements from Monte Carlo Drive to Trask Street project, with the requirement that the City provide matching funds for the project in the amount of $275,000 (Exhibit 2). Staff recommends adding the awarded grant funds to the Fairview Street Improvements from Monte Carlo Drive to Trask Street project for the Design Engineering Phase and amending the Fiscal Year 2023-24 Capital Improvement Program to include the awarded grant funds (Exhibit 3). City Council 11 — 1 9/19/2023 Recognize Measure M2 Grant Funds and Amend the FY 23-24 CIP September 19, 2023 Page 2 FISCAL IMPACT Approval of the requested appropriation adjustment will recognize $825,000 Fiscal Year 2023-24 Measure M2 grant funds into the Public Works Measure M-Street Construction, M2 Competitive revenue account (No. 03217002-52332) and appropriate the same amount into the Public Works Measure M2 Competitive Street, Improvements Other Than Building expenditure account (No. 03217663-66220). The following table summarizes the funds budgeted and available in current FY 2023-24 for design engineering expenditures after the appropriation adjustment. Any unspent budget in FY 2023-24 will be included in future -year carry -forward requests for City Council consideration. Fiscal Accounting Unit Fund Accounting Unit - Y Year - Account No. Description Account No. Amount (Project No.) Description Existing Project Budget 2023-24 05917663-66220 Select Street HUTA 2103 Gas Tax, (23-6701) Construction Improvements Other $275,000 Than Buildings Appropriation Adjustment 2023-24 03217663-66220 Measure M- Measure M2 (23-6701) Street Competitive Street, $825,000 Construction Improvements Other Than Building TOTAL $1,100,000 EXHIBIT(S) 1. Resolution 2021-068 2. OCTA Board Approval 3. Fiscal Year 2023-24 CIP Sheet Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager City Council 11 —2 9/19/2023 EXHIBIT 1 RESOLUTION NO.2021-068 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE SUBMITTAL OF IMPROVEMENT PROJECTS TO THE ORANGE COUNTY TRANSPORTATION AUTHORITY FOR FUNDING UNDER THE COMPREHENSIVE TRANSPORTATION PROGRAM BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City of Santa Ana desires to implement the transportation improvements listed below. B. The City of Santa Ana has been declared by the Orange County Transportation Authority to meet the eligibility requirements to receive Measure M2 "Fair Share" funds. C. The City's Circulation Element is consistent with the County of Orange Master Plan of Arterial Highways. D. The City of Santa Ana will not use Measure M2 funds to supplant Developer Fees or other commitments. E. The City of Santa Ana will include all projects funded by M2 Net Revenues in its seven-year Capital Improvement Program, as part of the Measure M2 Ordinance eligibility requirements. F. The City of Santa Ana will provide matching funds for each project as required by the Orange County Comprehensive Transportation Funding Programs Guidelines. G. The Orange County Transportation Authority intends to allocate funds for transportation improvement projects within the incorporated cities and the County. H. The City of Santa Ana authorizes a formal amendment to the seven-year Capital Improvement to add projects approved for Measure M2 funding upon approval from Orange County Transportation Authority Board of Directors if necessary. Resolution No. 2021-068 Page 1 of 3 City Council 11 — 3 9/19/2023 Section 2. The City Council of the City of Santa Ana hereby approves the formal submissions of the projects described below to the Orange County Transportation Authority for funding under the OCTA's Comprehensive Transportation Funding Program and requests that the OCTA allocate funds in the amounts specified in the City's submissions. Said funds shall be matched by funds from Santa Ana as required and shall be used as supplemental funding to aid the City in the improvement of the following street(s). "ACE" shall mean Arterial Capacity Enhancement. PROJECT PROGRAM FY Fairview St. Improvements from Monte Carlo Dr. to Trask Ave. ACE 22/23 Section 3. The City Council appoints the City Manager, or his or her designee, as agent for the City of Santa Ana to conduct all negotiations, and execute and submit all documents, including but not limited to applications, agreements, amendments, payment requests and so on, which may be necessary for allocation of the requested funds to Santa Ana. 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 16th day of November, 2021. Vicente Sarmiento Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: z VKV",- k John M. Funk Sr. Assistant City Attorney Resolution No. 2021-068 Page 2 of 3 City Council 11 — 4 9/19/2023 AYES: Councilmembers: Bacerra Hernandez Lopez, Mendoza Phan, Penaloza, Sarmiento (7) NOES: Councilmembers: None (0) ABSTAIN: Councilmembers: None 0 NOT PRESENT: Councilmembers: None-(0) CERTIFICATE OF ATTESTATION AND ORIGINALITY 1, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2021-068 to be the original resolution adopted by the City Council of the City of Santa Ana on November 16-; 2021. Date: 11 /23/2021 Daisy Gomez Clerk of the Council City of Santa Ana Resolution No. 2021-068 Page 3 of 3 City Council 11 — 5 9/19/2023 EXHIBIT 2 Meeting of May 9, 2022 OCTA Awards $26.4 Million to Improve Orange County Streets The Orange County Transportation Authority board awarded $26.4 million to Orange County cities to help ease traffic congestion by making improvements to streets and timing of traffic signals. Nine projects that will improve and widen busy streets and intersections will receive $10.2 million and five additional projects will receive $16.2 million to synchronize traffic signals to ensure drivers hit the most green lights during peak traffic hours. The funds are available through Measure M, Orange County's half -cent sales tax for transportation improvements, also known as OC Go. Regional capacity projects include: • Improving the intersection of Lincoln Avenue and Harbor Boulevard in Anaheim • Widening Lincoln Avenue between East and Evergreen streets in Anaheim • Improving the southbound SR-57 onramp at SR-90 in Brea • Completing the engineering phase of improvements at the intersection of Harbor and Garden Grove boulevards in Garden Grove • Improving the intersection of Culver Drive and Alton Parkway in Irvine • Improving the intersection of Harvard Avenue and Michelson Drive in Irvine • Widening the intersection at Cannon Street and Serrano Avenue in Orange • Improving Fairview Street between Monte Carlo Drive and Trask Street in Santa Ana • Widening Savi Ranch Parkway in Yorba Linda. Signal synchronization projects include: • Bake Parkway and Rockfield Boulevard in Irvine and Lake Forest • Euclid Street Corridor in La Habra, Fullerton, Anaheim, Garden Grove, Santa Ana and Fountain Valley • Crown Valley Parkway in Laguna Niguel, Mission Viejo, Dana Point and the County of Orange • Moulton Parkway/Golden Lantern regional project in Laguna Niguel, Laguna Hills and Dana Point • Yorba Linda Boulevard/Weir Canyon Road corridor in Yorba Linda, Fullerton, Placentia and Anaheim. Board Receives CEO Initiatives and Action Plan Progress Report The OCTA board received a report highlighting the agency's progress on its 2022 Board and CEO Initiatives and Action Plan for the first three months of the year. The 2022 Board and CEO Initiatives and Action Plan, approved by the board in January, consist of three board initiatives and nine CEO initiatives monitored through 96 milestones throughout the year. From January through March, 16 of the 96 milestones outlined in the action plan have been completed. Highlights include: City Council 11 — 6 9/19/2023 • Continued progress on the 1-405 Project including the completion and opening of the first half of the Brookhurst Street bridge • Negotiated and reached new agreements with coach operators as well as parts clerks and facilities technicians to ensure the continuation of safe and reliable OC Bus service that is essential to the people of Orange County • Added the Youth Ride Free Program to OCTA's fare policy, making OCTA the first large transit agency in the region to permanently offer free bus rides to all youth ages six to 18 • Expanded the College Pass Program to include students at Coastline College • Graduated the fourth cohort of OCTA's internal Management Development Academy • Submitted the 2023 Federal Transportation Improvement Program project list and financial plan • Launched an online version of unconscious bias training for all new administrative employees Workshop Held to Discuss Proposed FY 2022-23 Budget The OCTA board held a workshop to discuss the agency's proposed $1.65 billion balanced budget for fiscal year 2022-23. Overall, 52% of the proposed budget is dedicated toward funding transit programs. A quarter of the proposed budget is allocated toward freeway improvements and 11% toward streets. Additional highlights from the proposed budget include: • Sales tax receipts are anticipated to be significantly higher than the current year's budget • Establishes funding to protect against a potential economic downturn • Bus operations budget includes the capacity to add fixed -route service and accommodate increases in OC ACCESS trips • Metrolink budget includes the capacity to reach pre -pandemic trip levels • Measure M continues to provide funding for freeways, streets and transit modes consistent with the Next 10 Delivery Plan • Strong trip growth is anticipated for the 91 Express Lanes. The proposed budget is scheduled to return to the board for consideration after a public hearing on Monday, June 13. City Council 11 — 7 9/19/2023 EXHIBIT 3 PROJECT TITLE: Fairview Street Improvements from 17th to Trask PROJECT CATEGORY: Street Improvements Street/Bridge Improvements & Widening LOCATION MAP A N AGENCY: Public Works CITY OF SANTA ANA FY 23/24CIP CAPITAL IMPROVEMENT PROJECT WORKSHEET PROJECT DESCRIPTION: This project will widen Fairview between 17th Street and Trask Street from 2 to 3 lanes in each direction. The project also includes sidewalk, wheel chair ramps, raised medians, and Traffic Signal modifications along Fairview Street between 17th Street and Trask Street. FMPAH ECT NEED: H (Master Plan of Arterial Highways) Strategic Plan Technical entified the need for Fairview Street to be widened to a six - or arterial to meet MPAH requirements. The existing Average ffic (ADT) is in excess of 40,370 vehicles per day. The improvements will allow the segment to accommodate future lumes at a Level of Service C and increase operational y. PROJECT COSTS FY 23/24 FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 Engineering 825,000 - - - - - - Other - TOTAL 825,000 - - - - - SOURCE OF FUNDS FY 23/24 FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 GAS TAX - - - - - - - MEASURE M2 COMPETITIVE 825,000 TOTAL 825,000 - - - - - DIVISION: CIP Engineering CONTACT: Gilbert Castillo, Senior Engineer DATE: 19-Sep-2023 City Council 11 — 8 9/19/2023 Public Works Agency www.santa-ana.org/public-works Item # 12 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report September 19, 2023 TOPIC: Award Construction Contract for the Westminster Avenue Rehabilitation Project and Approve Appropriation Adjustment AGENDA TITLE Approve an Appropriation Adjustment, Cooperative Cost Reimbursement Agreement with the City of Garden Grove, and Award a Construction Contract to R.J. Noble Company in the Amount of $1,643,676 for the Westminster Avenue Rehabilitation Project from Newhope Street to Harbor Boulevard with an Estimated Project Delivery Cost of $2,112,595 (Project No. 22-6989) (Non -General Fund) RECOMMENDED ACTION Approve an appropriation adjustment recognizing $542,000 in cost reimbursements from the City of Garden Grove into the Selected Street Construction revenue account, and appropriating the same amount to the Selected Street Construction expenditure account for the Westminster Avenue Improvement Project. (Requires five affirmative votes.) 2. Authorize the City Manager to execute a Cooperative Cost Reimbursement Agreement with the City of Garden Grove for improvements on Westminster Avenue within the Garden Grove jurisdiction from Newhope Street to Harbor Boulevard, subject to non -substantive changes approved by the City Manager and the City Attorney. 3. Authorize budget reallocation of $185,405 in unspent Roadway Maintenance and Rehabilitation Account (SB-1) from the Fairview Rehabilitation from South City Limits to Segerstrom Avenue Improvement (No. 21-6978) Project and $47,595 in unspent Roadway Maintenance and Rehabilitation Account (SB-1) from the Euclid Rehabilitation from First Street to Hazard Avenue Improvements (No. 20-6955) Project to construction funds for the Westminster Avenue Rehabilitation from Newhope Street to Harbor Boulevard Project (No. 22-6989) to complete the project funding requirement 4. Award a construction contract to R.J. Noble Company, the lowest responsible bidder, in accordance with the base bid in the amount of $1,643,676, subject to change orders (not to exceed 25% of the base bid amount) in accordance with the Greenbook: Standard Specifications for Public Works Construction, for construction City Council 12 — 1 9/19/2023 Construction Contract for the Westminster Avenue Rehabilitation Project from Newhope Street to Harbor Boulevard and Appropriation Adjustment September 19, 2023 Page 2 of the Westminster Avenue Rehabilitation, for the term beginning September 19, 2023 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. 5. Approve the Project Cost Analysis for a total estimated construction delivery cost of $2,112,595, which includes $1,643,676 for the construction contract; $246,551 for contract administration, inspection, and testing; $58,000 for design engineering; and a $164,368 project contingency for unanticipated or unforeseen work. 6. Determine that the recommended actions are exempt from further review in accordance with the California Environmental Quality Act as Categorical Exemption Environmental Review No. ER-2023-77 was filed for the project. DISCUSSION Staff has identified Westminster Avenue from Newhope Street to Harbor Boulevard Project (Exhibit 1) as a priority in the City's pavement management program. The pavement is deteriorating due to weather, age, and heavy usage. The scope of work includes excavation, grading, removal and replacement of asphalt concrete pavement and Portland cement concrete, landscaping, irrigation, and signing and striping. Once completed, the improvements will enhance the streets drivability, visual appearance, accessibility, and drainage issues. The City of Garden Grove shares the right-of-way within the project area; therefore, a Cooperative Cost Reimbursement Agreement is required for the City of Garden Grove to fund their portion of the improvements (Exhibit 2). The Cooperative Cost Reimbursement Agreement between the City of Santa Ana and the City of Garden Grove identifies the roles and responsibilities of each party and has estimated each City's share of the project costs. The City of Garden Grove's cost reimbursement of up to $542,000 includes $58,000 for their share of the Design Engineering costs. Additionally, the City of Garden Grove's total cost reimbursement will be funded by their California Highway Users Tax Account (Gas Tax) allocation. Public Outreach and Contractor Participation To provide an opportunity for local vendors to submit bids, the City notified a total of 900 regional vendors via PlanetBids, many of which are Santa Ana based. Thirty-eight vendors requested bidding documents and a total of five bids were received. Bids were not received from any Santa Ana contractors. As legally required, a Notice Inviting Bids was advertised in the Orange County Register newspaper on June 2, 2023 and June 9, 2023. The project was also advertised in PlanetBids from June 2, 2023 through June 29, 2023. Bids were received electronically via PlanetBids on June 29, 2023. City Council 12 — 2 9/19/2023 Construction Contract for the Westminster Avenue Rehabilitation Project from Newhope Street to Harbor Boulevard and Appropriation Adjustment September 19, 2023 Page 3 Bid Results Summary Rank Bidder's Name Location Base Bid 1 R.J. Noble Company Orange, CA $1,643,676 2 Onyx Paving Company, Inc. Anaheim, CA $1,693,000 3 All American Asphalt Corona, CA $1,744,103 4 Excel Paving Co Long Beach, CA $1,758,414 5 Hardy & Harper, Inc. Lake Forest, CA $1,830,000 A total of five bids were received, and all were deemed responsive. R.J. Noble Company submitted the lowest responsive base bid in the amount of $1,643,676 (Exhibit 3). 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 R.J. Noble Company, in the amount of the base bid totaling $1,643,676 (Exhibit 4). R.J. Noble Company has worked satisfactorily on various projects for the City of Santa Ana throughout the last several years. The most recent project was Alton Rehabilitation from Raitt Street to Bristol Street Fiscal Year 2019-2020. 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 construction management; inspection of the Contractor's work to ensure contract compliance, workmanship, and quality; and materials testing. As indicated in the Cost Analysis (Exhibit 5) and as summarized in the table below, the estimated total construction delivery cost of the project is $2,112,595. Project Item Total Construction Contract Bid Amount $1,643,676 Construction Administration, Inspection, Testing $246,551 Contract Contingencies $164,368 Design Engineering $58,000 TOTAL ESTIMATED CONSTRUCTION DELIVERY COST $2,112,595 In order to account for the widespread price increases in construction material, Staff recommends reallocating $233,000 in unspent Road Maintenance and Rehabilitation Account (SB-1) funds to supplement the existing construction funding. Funding was City Council 12 — 3 9/19/2023 Construction Contract for the Westminster Avenue Rehabilitation Project from Newhope Street to Harbor Boulevard and Appropriation Adjustment September 19, 2023 Page 4 originally allocated to the Fairview Rehabilitation from South City Limits to Segerstrom Avenue Improvement (No. 21-6978) Project and Euclid Rehabilitation from First Street to Hazard Avenue Improvements (No. 20-6955) Project. The Fairview Rehab Project and Euclid Rehab Project will be fully funded with a new budget in the upcoming Fiscal Year 2023-2024 Capital Improvement Program (CIP). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER- 2023-77 was filed for the project. FISCAL IMPACT As indicated in the Cost Analysis, the total construction delivery cost of the project is $2,112,595 which includes construction, contract administration, inspection, testing, and an authorized contingency. Approval of the Appropriation Adjustment will recognize the City of Garden Grove's contribution of $542,000 for project costs into the Select Street Construction, Expense Reimbursement revenue account (No. 05917002-57000) and appropriate the same amount into the Select Street Construction, Improvements Other Than Building expenditure account (No. 05917660-66220). During construction, if necessary, funds may be reallocated between Construction Administration, Inspection, Testing and/or Contingencies. The total construction delivery cost will not be exceeded without Council Authorization. Budget will be reallocated from Project No. 21-6978 and No. 20-6955 to fund this agreement. Project No. 22-6989 is the number assigned to the funding for tracking of all expenditures to deliver the construction of this project. The proposed contract enables Staff to authorize a construction cost increase of up to 25% if necessary for contingencies. Staff expect to utilize other available Public Works appropriations if a contingency becomes necessary to complete the project. If there are no other available appropriations, then Staff will return to City Council with a project update and recommendations. The following table summarizes the funds budgeted and available in current FY 2023-24 (Exhibit 6) for expenditure to deliver construction of this project. Any remaining balances not expended at the end of the fiscal year will be presented to City Council for approval of carryovers to Fiscal Year 2024-2025. Accounting Unit - Accounting Unit - Year Descri Year Account No. Account No. Amount r Fund (Project No.) ption Description EXISTING PROJECT BUDGET 2023-24 05917665-66220 Select Street HUTA Gas Tax — $1,389,000 (22-6989) Construction RMRA, Improvements Other Than Buildings City Council 12 — 4 9/19/2023 Construction Contract for the Westminster Avenue Rehabilitation Project from Newhope Street to Harbor Boulevard and Appropriation Adjustment September 19, 2023 Page 5 BUDGET REALLOCATION 2023-24 05917665-66220 Select Street H UTA Gas Tax — (From 21-6978 to Construction RMRA, Improvements $185,405 22-6989) Other Than Buildings 2023-24 05917665-66220 Select Street H UTA Gas Tax — (From 20-6955 to Construction RMRA, Improvements $47,595 22-6989) Other Than Buildings APPROPRIATION ADJUSTMENT 2023-24 05917660-66220 Select Street Select Street 22-6989 Construction Construction, $490,595 Improvements Other Than Buildings Total $2,112,595 EXHIBIT(S) 1. Location Map 2. Cooperative Cost Reimbursement Agreement with City of Garden Grove 3. Bid Proposal 4. Construction Contract 5. Cost Analysis 6. CIP Project Sheet Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager City Council 12 — 5 9/19/2023 EXHIBIT 1 SANTA ANA i Project No. 22-6989: uaJ Westminster Ave Rehabilitation PUBLIC WORKS AGENCY City Council 12 — 6 9/19/2023 COOPERATIVE COST REIMBURSEMENT AGREEMENT WESTMINSTER BOULEVARD (NEWHOPE ST. TO HARBOR BLVD.) STREET REHABILITATION PROJECT COOPERATIVE COST REIMBURSEMENT AGREEMENT ("Agreement") is made and entered into this ` %day &XV- U , 2023, by and between the CITY OF SANTA ANA, a California charter city ("Santa Ana"), and the CITY OF GARDEN GROVE, a California municipal corporation ("Garden Grove"). In this Agreement, Santa Ana and Garden Grove may each be individually referred to as a "Party" and collectively referred to as the "Parties." RECITALS: WHEREAS, Santa Ana has initiated a street rehabilitation project (the "Project") to improve the street condition of Westminster Blvd. from Newhope St. to Harbor Blvd; and WHEREAS, Westminster Boulevard within the Project limits contain a portion of property within Santa Ana and a portion of the street within the boundary of Garden Grove; and WHEREAS, In an effort to efficiently utilize Garden Grove resources, Garden Grove wishes to improve the portion of Westminster Boulevard within its boundary at the same time the Santa Ana Westminster Boulevard Project is conducted; and WHEREAS, the Parties desire to improve Westminster Boulevard, within their respective boundaries, as part of the "Project". NOW, THEREFORE, based upon the foregoing Recitals, and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by all Parties, the Parties agree as follows: 1. The City of Santa Ana will advertise for bids, hire a contractor, approve the work and administer the contract for street rehabilitation. 2. Garden Grove is responsible for: (a) Garden Grove shall pay Santa Ana for the actual cost of the work within the Garden Grove portion based upon unit prices bid of the Successful Contractor and quantities actually used on the Garden Grove portion as set forth in the Project Location Map (Exhibit A) and the City Cost Sharing (Exhibit B), attached hereto and incorporated by this reference. Garden Grove will remit payment to Santa Ana within thirty (30) days of receipt of invoice evidencing Project work performed within Garden Grove city boundary. (b) Garden Grove shall pay Santa Ana for the actual cost of design engineering and construction engineering services provided for the work within the Garden Grove portion based upon the time spent by Santa Ana staff. Garden Grove will remit payment to Santa Ana within thirty (30) days of receipt of invoice evidencing Project work performed within Garden Grove city boundary. 3. Garden Grove will coordinate the relocation of all affected utility company facilities within the City limits of Garden Grove in a timely manner. City Council 12 — 7 9/19/2023 4. Santa Ana and Garden Grove shall extend cooperation to each other and proceed under this Agreement in good faith to facilitate timely completion of the Project. The Parties agree that when any component of this Project is subject to the approval of Garden Grove, such approval shall not be unreasonably withheld. 6. Garden Grove will be notified as to the official advertising dates, bid opening date, construction start date, and overall construction schedule. Also, a representative from Garden Grove will be invited to attend pre -construction, Project status, and final walk through meetings. 6. Change orders for work within Garden Grove must receive the written approval of the Public Works Department Engineering Manager of Garden Grove or his/her designee prior to implementation. Garden Grove is responsible for change order cost within Garden Grove respective boundaries. 7. The following staff members, or as otherwise designated in writing by the Executive Director of Public Works of Santa Ana or the Public Works Department Engineering Manager of Garden Grove, shall be the selected representatives of each City to act on each respective City's behalf with respect to this agreement. Any notices, requests, approvals, plan submittals or communications shall be provided to each representative noted below: City of Santa Ana: ATTN: Rodolfo Rosas, P.E. City Engineer Public Works Agency Santa Ana, CA 92701 20 Civic Center Plaza, M-21 Phone: (714) 647-3379 E-Mail: rrosas@santa-ana.org City of Garden Grove: ATTN: Dan Candelaria, P.E.,TE City Engineer Public Works Department 11222 Acacia Parkway Garden Grove, CA 92840 Phone: (714) 741-5185 E-Mail: danc@ci.garden-grove.ca.us 8. Santa Ana shall cause its contractor for the Project to guarantee the Garden Grove improvements against defects in workmanship and materials for a period of one (1) year from the date of acceptance by Santa Ana. It is further agreed that Santa Ana shall assume the responsibility for causing the Garden Grove improvements to be brought or restored to full compliance with the requirements of the Plans and Specifications for any portion of the Project which during said one (1) year period are found not to be in conformance with the provisions of the Plans and Specifications. 9. The City of Santa Ana shall have its contractor provide insurance as follows: 9.1 INSURANCE AMOUNTS. Contractorshall maintain the following insurance forthe duration of this Agreement: (a) Commercial general liability in the amount of $1,000,000 per occurrence; (claims ►Wade and modified occurrence policies are not acceptable); Insurance companies must be acceptable to City and have an AM Best's Guide Rating of A- Class VII or better, as approved by the City. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City shall be entitled to the broader coverage and/or 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. City Council 12 — 8 9/19/2023 An Additional Insured Endorsement, ongoing and completed operations, for the policy shall designate the City of Santa Ana, the City of Garden Grove, their officers, officials, employees, agents, and volunteers as additional insureds for liability arising out of work or operations performed by or on behalf of the Contractor. Contractor shall provide to City proof of insurance and endorsement forms that conform to City's requirements, as approved by the City. (b) Automobile liability in the amount of $1,000,000 combined single limit, including mobile equipment if applicable; (claims made and modified occurrence policies are not acceptable); Insurance companies must be acceptable to City and have an AM Sest's Guide Rating of A-, Class VII or better, as approved by the City. An Additional Insured Endorsement for the policy shall designate the City of Garden Grove, the City of Santa Ana, their officers, officials, employees, agents, and volunteers as additional insureds for automobiles owned, leased, hired, or borrowed by the Contractor. Contractor shall provide to City proof of insurance and endorsement forms that conform to City's requirements, as approved by the City. (c) For any claims related to this Agreement, Contractor's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall be in excess of the Contractor's insurance and shall not contribute with it. 9.2 WORKERS COMPENSATION INSURANCE. For the duration of this Agreement, Contractor and all subcontractors shall maintain Workers Compensation Insurance in the amount and type required by law, if applicable. The insurer shall waive its rights of subrogation against the City of Garden Grove, the City of Santa Ana, their officers, officials, agents, employees, and volunteers. 9.3. CONTRACTOR shall not commence work until all certificates and endorsements have been received and approved by Santa Ana. All insurance required shall contain a Statement of Obligation on the part of the carrier to notify City of any material change, cancellation, or termination at least thirty (30) days in advance, 10. This Agreement contains all of the agreements of the Parties regarding the Project and all previous understandings, negotiations and agreements regarding the Project are integrated into and superseded by this Agreement. 11. This Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing signed by both Parties. 12. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder, 13. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by so executing this Agreement the Parties hereto are formally bound to the provisions of this Agreement. City Council 12 — 9 9/19/2023 14. This Agreement shall be binding upon and shall endure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors, and assigns. 15. This Agreement may be executed by the Parties and counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. 16. This Agreement is to be governed by the laws of the State of California, in Orange County California. 17. Each party agrees to defend, hold harmless, and indemnify the other as to any and all claims, judgments, liabilities or damages for injuries and damages directly arising out of each party's own performance under this Agreement, except to the extent such damage or expense is caused in whole or in part by the other party's negligence or willful misconduct. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the day and year first written above. CITY OF SANTA ANA CITY OF GARDEN GROVE Kristine Ridge Lisa Kim City Manager City Manager ATTEST: 3170a: Jennifer L. Hall TERESA POMEROY Clerk of the Council City Clerk City Clerk APPROVED AS TO FORM: ZVAKt&(�bM ROVED A TOLFO.: SONIA R. CARVALHO City AttorneyVAL City Attorney BY; qw. T ._ JOHN M. FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba, P.E. Executive Director Public Works Agency City Council 12 — 10 9/19/2023 Exhibit A Location Map Westminster Boulevard (Newhope St. to Harbor Blvd.) Street Rehabilitation Project City Council 12 —11 9/19/2023 Legend ONO - Project Location Exhibit A SANTA ANA , PWA P'1 Project No. 22-6989: Westminster Ave Rehabilitation PUBLIC WORMAGENGY From Newhope St to Harbor Blvd Citv Council 12 — 12 9/1 EXHIBIT B City Cost Sharing Westminster Boulevard (Newhope St. to Harbor Blvd.) Street Rehabilitation Project City of Santa Ana Cost Table 1 City of Garden Grove Cost Table 2 City Council 12 — 13 9/19/2023 CITY OF SANTA ANA Prieparer: AV Reviewer: GC Project No,: 22-6989 Date Revised: 05/30/23 Date Reviewed; EXHIBIT B - TABLE I COST ESTIMATE-SANTA ANA 22-6989 - Westminster Avenue Rehabilitation Newhope St to Harbor Blvd M Mm "0. K -.'-k� R Rlfi3.''�95 Eq C, N @RER- �Ka Qq MTTUIYVI_I��- 'N I Unclassified Excavation CY 870 a W$ 243,600.00 2 Asphalt Concrete TN 1,240 $ 248,000,00 3 Cold Mill (2") SF 178,000 r $ 178,000.00 4 Asphalt Rubber Hot Mix (ARHM) TN 2,500 $ 650,000.00 5 PCC Sidewalk (T=4") SF 5,800 81,200.00 6 PCC DrivewM Approach (T�8") SF 1,100 $ 27,500.00 7 PCC Curb Ramp SF '800 $ 14,400.00 8 PCC Curb and Gutter (Type A-2-8) LF 500 $ 25,000.00 9 PCC (13-1) Curb (Including Steel Rebar Dowels) LF 100 $ 2,500.00 10 Root Shave* EA 5 $ 3,300.00 I I Adjust Water Valve Frame and Cover Per CSA STD, EA 22 9 $ 24,200,00 12 Adjust Water Vault Frame and Cover Per CSA STD, EA 1 $ 1,600,00 13 Adjust Water Meter Frame and Cover Per CSA STD. EA 6 $ 4,800,00 14 1 Adjust Manhole Frame and Cover Per CSA STD, EA 23 $ 27,600,00 15 Adjust Manhole Frame and Cover Per OCFCD STD, EA 3 $ 6,000,00 10 Parkway Culver Type B EA 2 $ 800,00 17 Furnish and Install New #6 Pullbox EA 4 $ 4,400.00 18 Adjust Survey Monument Frame and Cover EA 2 a $ 4,000.00 19 Furnish and Install Traffic Loops Ty" D t EA 28 $ 14,000.00, 20 Furnish and Install Traffic Loops Type, E t EA 56 E $ 28,000.00 21 Furnish and Install Traffic Loops Type Q 'I' EA 2 & $ 1,000.00 22 Project Advertisement Sign EA 1 $ 1,000.00 23 Signing and Striping LS I $ 39,200.00 24 As -Built Plans LS I $ 3,500,00 23 Construction Permits EA I . . . . . . . . . ..... 7,000.00 "M - ' ..y AS _�U_ Contingency 10% $ 164,000.00 Construction Engineering Wnk fit t q "X 8., 15% $ 246,000.00 5 7 7 City Council 12-14 9/19/2023 CITY OF SANTA ANA Preparers AV Reviewer: GC - Nick Hsieh Project No.: 22-6989 Date Revised: 05 30/23 Date Reviewed: EXHIBIT B - TABLE 2 COST ESTIMATE- GARDEN GROVE 22-6989 - Westminster Avenue Rehabilitation Newhope St to Harbor Blvd 1 Wo� air Unclassified Excavation CY 170 $ 47,600.00 2 Asphalt Concrete TN 210 $ 42,000.00 3 Cold Mill (2") SF 35,000 $ 35,000.00 4 Asphalt Rubber Hot Mix (ARHM) TN 500 $ 130,000.00 5 PCC Sidewalk (T= 4") SF 1,400 _ - $ 19,600,00 6 PCC Curb Ramp SF 1,000 ;r $ 18,000.00 7 Truncated Domes EA 3 S 4,500.00 8 PCC Curb and Gutter (Type A-2-8) LF 300 - $ 15,000.00 9 Furnish and Install Water Valve Lid and Slip Can Per GG STD EA 26 e $ 31,200.00 10 Adjust Manhole Frame and Cover Per GG STD. EA 2 $ 4,000,00 11 Adjust Manhole Frame and Cover Per OCSD STD, EA 2 $ 4,000,00 12 Furnish and Install Manhole Per GG STD, EA 1 ". , $ 2,500.00 13 Install FABCO CPS Unit EA 5 3 ; �. $ 8,000.00 14 Catch Basin Top Slab Reconstruction LS 1 SIR`. $ 10,000,00 15 Project Advertisement Sign EA 1 $ 1,000.00 16 Signing and Striping LS 1 Q $ 13,000.00 17 As-BuiltPlans LS ] $ 1,500.00 „s ..:t:Si^:iS e y.a .. _ «.-"e i�'A)(,W, _-.,LtTGTL01:G.:. :W`P - .d f H.>>�;-beds: .., ...:4 .., .°,$...8;906 {1: Design Engineering 15% $ 58,000.00 Contin envy 10% $ 39,000.00 7777—.:3i�f.°f'SvYMr f3.,..m_.,m Construction Engineering T e li , City Council 12 — 15 9/19/2023 EXHIBIT 3 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-6989 WESTMINSTER AVENUE REHABILITATION FROM NEWHOPE Sr TO HARBOR BLVD BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: R.J. NOBLE COMPANY 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 Qtyi Unit Unit Price Amount I Unclassified Excavation • 1,040 CY $ S 191.00 198,640.00 2 Asphalt Concrete • 1,450 n J 165.00 $ 239,250.00 3 Cold Mill (2") • 213.000 SF $ $ 0.70 149,100.00 4 Asphalt Rubber Hot Mix (ARHM) 3,000 IN $ S 164.00 492,000.00 S PCC Sidewalk (T=4") 7,2W SF S S 11.00 79,200.00 6 PCC Driveway Approach (T=8") 1,100 SF $ S 17.50 19,250.00 7 PCC Curb Ramp 1,800 SF $ $ 31.00 55,800.00 8 Truncated Domes 3 EA S 1 S 1,100.00 3,300.00 9 PCC Curb and Gutter (Type A-2-8) 800 LF S S 80.50 64,400.00 10 PCC (B-1 I Curb (Including Steel 100 LF $ $ Rebar Dowels) 49.50 4,950.00 11 Root Shave- 5 EA $ $ 550.00 2,750.00 12 Adjust Water Valve Frame and 22 EA S 5 Cover Per CSA STD. 1,550.00 34)100.00 13 Furnish and Install Water Valve Lid 26 EA $ $ and Slip Can Per GG STD. 304.00 7,904.00 P-1 ofP-17 City Council 12 — 16 9/19/2023 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-6989 WESTMINSTER AVENUE REHABILITATION FROM NEWHOPE ST TO HARBOR BLVD Item Description Qt Unit Unit Price Amount 14 Adjust Water Vault Frame and I EA $ $ Cover Per CSA STD. 8,800.00 8,800.00 15 Adjust Water Meter Frame and 6 EA $ $ Cover Per C S A STD. 1,100.00 6,600.00 16 Parkway Culvert Type B 2 EA $ $ 8,050.00 16,100.00 17 Adjust Manhole Frame and Cover 23 FA $ $ Per C S A STD. 1,460.00 33,580.00 18 Adjust Manhole Frame and Cover 2 EA $ $ PerGG STD. 1,460.00 2,920.00 19 Adjust Manhole Frame and Cover 2 EA $ $ Per OCSD STD. 2,120.00 4,240.00 20 Adjust Manhole Frame and Cover 3 EA $ $ Per OCFCD STD. 2,120.00 6,360.00 21 Furnish and Install New Manhole 1 EA $ $ PerGG STD. 2,200.00 2,200.00 22 Furnish and Install New #16 Pullbox 4 EA $ $ 1,320.00 5,280.00 23 Adjust Survey Monument Frame 2 EA $ $ and Cover 1,450.00 2,900.00 24 Install FABCO CPS Unit 5 EA S $ 4,659.60 23,298.00 25 Catch Basin Top Slab 1 EA $ $ Reconstruction 19,250.00 19,250.00 26 Furnish and Install Traffic Loops 28 EA $ $ Type D t 358.00 10,024.00 27 Furnish and Install Traffic Loops 56 EA $ $ ThxEt 330.00 18,480.00 28 Furnish and Install Traffic Loops 2 EA $ $ Type Q t • 360.00 720.00 29 Project Advertisement Sign I EA $ $ 1,100.000 1,100.00 30 Signing and Striping 1 LS $ S 121,500.00 121,500.00 31 As -Built Plans I LS $5,000 $5,000 P-2 of P-17 City Council 12 — 17 9/19/2023 ADDENDUM NO ONE CITY OF SANTA ANA PROJECT NO 22-6989 PROPOSAL PROJECT NO.: 22-6989 WESTMINSTER AVENUE REHABILITATION FROM NEWHOPE ST TO HARBOR BLVD Item Description Qty Unit Unit Price Amount 32 Construction Permits I LS $4,680 $4,680 TOTAL BASE BID 1,643,676.00 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. t This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications. TIME FOR COMPLETION CF IMPROVEMENTS AND LIOU IDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within sixty (60) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $2,700 per calendar day. Name of Firm R.J. NOBLE COMPANY Signature of BIDDER X 11/Y_ 1___ __________________ Title JACOB BREEDLOVF/SLWyARY (I f an individual, so state. I f a fiml o- rco-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.) P-3nfP-17 City Council 12 — 18 9/19/2023 EXHIBIT 4 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT 22-6989 WESTMINSTER AVENUE REHABILITATION FROM NEWHOPE ST TO HARBOR BLVD This CONSTRUCTION CONTRACT is made and entered into this 0 day of September, 2023 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 R.J. Noble Company (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 WESTMINSTER AVENUE REHABILITATION (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. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the WORK OF IMPROVEMENT the sum total amount not to exceed One Million Six Hundred Forty -Three Thousand Six Hundred Seventy -Six Dollars and No Cents ($1,643,676.00), as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A," and in accordance with Section 2-7.1 of the Greenbook: Standard Specifications for Public Works Construction. 4. The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. rev. 09/0M Council 12 — 19 Iff9/ h 5. 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. 6. 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. 7. 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: httl://www.santa-ana.ora/pwa/documents/CWA.pdf 8. 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. 9. 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. 10. 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. 11. 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 12 — 20 79ft 2'3 (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: JENNIFER L. HALL City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney I0 �� n;J;j� JOSE MONTOYA Assistant City Attorney RECOMMENDED FOR APPROVAL: NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONTRACTOR: R.J. NOBLE COMPANY il NAMtSTIN M. CARVER TITL ident City Council 12 — 21 3 CALIFORNIA ACKNOWLEDGMENT 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, accuracy, orvalidity of that document. State of California County of ORANGE 08/29l2023 On Dote before me, personally appeared JACOB BREEDLOVE J. DEIONGH, NOTARY PUBLIC Here Insert Nome and Title of the Officer Nome(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/afe subscribed to the within instrument and acknowledged to me that he/&heA4ey executed the same in his e;; authorized capacity(ies), and that by his/berhhair signatures) on the instrument the person(s), or the entity upon behalf of which the persons) acted, executed the instrument. \ J.OEIONGH { ` Notary Public California z Orange county z Commissian>72307aa1 �Mr Comm Expires Oct 28, 2023 Place Notary Seal ond/or Stomp Above 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 r I / nature of Notary Public Vi I wvvm+ Completing this information con deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: t�eee 02018 National Notary Association City Council 12 — 22 9/19/2023 MAYOR Valerie Amezcua MAYOR PRO TEM Jessie Lopez COUNCILMEMBERS Phil Bacerra Johnathan Ryan Hernandez David Penaloza Thai Viet Phan Benjamin Vazquez June 22, 2023 ADDENDUM No. 1 CITY OF SANTA ANA PUBLIC WORKS AGENCY 20 Civic Center Plaza • P.O. Box 1988 Santa Ana, California 92702 www.santa-ana.oro ADDENDUM NO. ONE PROJECT NO 22-6989 CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalhc CITY CLERK Jennifer L. Hall SUBJECT: Project No. 22-6989 - WESTMINSTER AVENUE REHABILITATION FROM NEWHOPE ST TO HARBOR BLVD The following changes/revisions/clarifications have been made to the plans and/or specifications for subject project: Specifications NOTICE INVITING BIDS: Replace page iv with new page iv, (Bid due date extended) BID PROPOSAL: Replace page P-3 of P-17 with new page P-3 of P-17. (Unit price for item 32 has been revised) SPECIFICATIONS: Replace page 26, 27, 28 and 44 with new pages 26, 27, 28 and 44. DEFINITION OF BID ITEMS: Replace pages 1, 2, 3, 4, 5, 6 and 7 with new pages 1, 2, 3, 4, 5, 6and 7. Plans 1. SHEET 01 OF 06 and SHEET 03 of 06: (Construction note 9G has been modified) All other terms and conditions remain the same. FOR THE CITY OF SANTA �4o olfo R as, P. Deputy Public Works Director/City Engineer SANTA ANA CITY COUNCIL valene Amezcw .,essa Lopez 'ra: Viet Phan Benito— azauez Phi Baca- Jannatnan Ryan ^+emanaez David Penaloza t,13y01 t:,ayor Pic, Ten, _' `4-1 Vlard -1J✓ara 4 Aard ` .'; afa f. vdmeZ:�d.,l5dntd-dnd V10 ESS,e IOCGZ,1 Sanid-an3 Gro ID^dnQS)n�d•dnd or ¢vd20Je.Aednld•dnd a'0 alp a:e"a;o;5anld-an3.or�/dnneM a! oe2'n5anla•ina �rC COenal0il4�3nia-dnd -f^ City Council 12 — 23 9/19/2023 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-6989 WESTMINSTER AVENUE REHABILITATION FROM NEWHOPE ST TO HARBOR BLVD BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: R.J. NOBLE COMPANY 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 an)) 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 l Unclassified Excavation • 1.040 CY S S 191.00 19a,640 00 2 Asphalt Concrete • 1.450 TN S S 165.00 239,250.00 3 Cold Mill (2") 213.000 SF S S 0.70 149,100.00 4 Asphalt Rubber Hot Mix (ARH.M)' 3,000 Tv S S 164.00 492,000.00 5 PCC Sidewalk IT_4") 7,200 SF S S 11.00 79,200.00 6 PCC driveway Approach (T-8") 1.100 SF S $ 17.50 19,250.00 7 PCC Curb Ramp 1,800 SF S S 31.00 55,800.00 S Truncated tomes 3 £A S S 1,100.00 3,300.00 9 PCC Curb and Gutter (Type A-2-8) goo LF S S 80.50 64,400.00 10 PCC (IB-1 ) Curb I Including Steel 100 LF S S Rebar Dowels) 49.50 4,950.00 11 Root Shave* 5 EA S S 550.00 2,750.00 12 Adjust water Valve Frame and 22 EA S S Cover Per CSA STD, 1,550.00 34,100.00 13 Furnish and Install Water VaNe Lid 26 EA S S and Slip Can Per GG STD. 304.00 7,904.00 P-I of P-17 City Council 12 — 24 9/19/2023 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-6989 WESTMINSTER AVENUE REHABILITATION FROM NEWHOPE ST TO HARBOR BLVD Item Description Qty Unit Unit Price Amount 14 Adjust Water Vault Frame and 1 EA S S Cover Per CSA STD. 8,800.00 8,800.00 15 Adjust Water Meter Frame and 6 EA S $ Cover Per CSA STD. 1,100.00 6,600.00 16 Parkway Culvert Type B 2 EA S $ 8,050.00 16,100.00 17 Adjust Manhole Frame and Cover 23 EA S $ Per CSA STD. 1,460.00 33,580.00 18 Adjust Manhole Frame and Cover 2 EA S S Per GG STD. 1,460.00 2,920.00 19 Adjust Manhole Frame and Cover 2 EA S S Per OCSD STD. 2,120.00 4,240.00 20 Adjust Manhole Fume and Cover 3 EA S $ Per OCFCD STD. 2,120.00 6,360.00 21 Furnish and Install New Manhole 1 EA $ $ Per GG STD. 2,200.00 2,200.00 22 Furnish and Install New #6 Pullbox 4 EA S $ 1,320.00 5,280.00 23 Adjust Survey Monument Frame 2 EA S $ and Cover 1,450.00 2,900.00 24 Install FABCO CPS Unit 5 EA 4 S 659.60 23,298.00 25 Catch Basin Top Slab 1 EA S $ Reconstruction 19,250.00 19,250.00 26 Furnish and Install Traffic Loops 28 EA S S Type D t 358.00 10,024.00 27 Furnish and Install Traffic Loops 56 EA $ $ Type E t 330.00 18,480.00 28 Furnish and Install Traffic Loops 2 EA S S Type Q t • 360.00 720.00 29 Project Advertisement Sign I EA S S 1,100.000 1,100.00 30 Signing and Striping 1 LS S 121, 500.00 $ 121, 500.00 31 As -Built Plans I LS $5,000 $5,000 P-2 of P-17 City Council 12 — 25 9/19/2023 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-6989 WESTMINSTER AVENUE REHABILITATION FROM NEWHOPE ST TO HARBOR BLVD ADDENDUM NO DNE PROJECT NO 22-6989 Item Description Qty Unit Unit Price Amount 32 Construction Permits I LS $4,680 $4.680 TOTAL BASE BID 1 S 1,643,676.00 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. t This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications. TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within sixty 60) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be S2300 per calendar day. Name of Firm R.J. NOBLE COMPANY Signature of BIDDER k Title JACOB BREEDLOVF;/SLL40�AR)" (If an individual, so state. If a' f rn 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.) P-3 of P-17 City Council 12 — 26 9/19/2023 EXHIBIT 4 COST ANALYSIS CONSTRUCTION OF PROJECT NO. 22-6989: Westminster Ave Rehabilitation from Newhope St to Harbor Blvd Construction Contract $ 1,643,676.00 Contract Administration, Inspection and Testing $ 246,551.00 Contingencies $ 164,368.00 Design Engineering (Garden Grove) $ 58,000.00 TOTAL ESTIMATED CONSTRUCTION COSTS $ 2,112,595.00 City Council 12 — 27 9/19/2023 EXHIBIT 6 PROJECT TITLE: WestminsterA venue Rehabilitation: Newhope St to Harbor Blvd PROJECT CATEGORY: Street Improvements Arterial Street Rehabilitation LOCATION MAP 1 AGENCY: Public Works CITY OF SANTA ANA FY 21/22CIP CAPITAL IMPROVEMENT PROJECT WORKSHEET PROJECT DESCRIPTION: Roadway reconstruction along with miscellaneous concrete repairs to address accessibility and drainage issues along this segment of roadway. PROJECT NEED: This segment of WestminsterA venue has been identified as a priority by the City's Pavement Management System. The pavement is deteriorating due to weather, age, and heavy usage. PROJECT COSTS FY 21/22! FY 22/23 FY 23/24 FY 24/25 FY 25/26 FY 26/27 FY 27/28 Construction 1. 3 8 9 .o o o - - - - - - Engineering 111,000 - - - TOTAL 1,500,000 - - - - - - SOURCE OF FUNDS FY 21/22 FY 22/23 FY 23/24 FY 24/25 FY 25/26 FY 26/27 FY 27/28 RMRASB1 1.s� � .000 - - - - - - TOTAL 1,500,000 - - - - - - DIVISION: Design Engineering CONTACT: Mike Ortiz, Senior Civil Engineer DATE: 11-May-2021 City Council 12 — 28 9/19/2023 Public Works Agency www.santa-ana.org/public-works Item # 13 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report September 19, 2023 TOPIC: Standard — McFadden Park Project AGENDA TITLE Approve an Appropriation Adjustment and Award a Construction Contract to Legion Contractors, Inc. in the Amount of $3,366,625 for the Standard — McFadden Park Project, with an Estimated Project Delivery Cost of $4,208,281 (Project No. 20-2729) (Non -General Fund) RECOMMENDED ACTION 1. Approve an appropriation adjustment to recognize $669,060 in revenue received from prior years into the Residential Development District 3, Park Acquisition & Development Fees revenue account and appropriate the same amount into the Residential Development District 3, Improvements Other Than Building expenditure account. (Requires five affirmative votes) 2. Approve an amendment to the FY 2023-24 Capital Improvement Program to include $669,060 in construction funds for the Standard — McFadden Park Project (Project No. 20-2729). 3. Award a construction contract to Legion Contractors, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $3,366,625, subject to change orders (not to exceed 25 percent of the base bid amount) in accordance with the Greenbook: Standard Specifications for Public Works Construction, for construction of the Standard — McFadden Park Project, for a term beginning September 19, 2023 and ending upon project completion, and authorize the City Manager to execute the contract subject to non -substantive changes approved by the City Manager and the City Attorney. 4. Approve the project cost analysis for a total estimated construction delivery cost of $4,208,281, which includes $3,366,625 for the construction contract; $504,994 for contract administration, inspection, and testing; and a $336,662 project contingency for unanticipated or unforeseen work. 5. Determine the recommended actions are exempt from further review in accordance with the California Environmental Quality Act as Categorical Exemption Environmental Review No. ER-2021-97 was filed for the project. City Council 13 — 1 9/19/2023 Award Construction Contract with Legion Contractors, Inc. September 19, 2023 Page 2 DISCUSSION The Standard —McFadden Park Project will transform the existing underutilized and poorly furnished City park located at the northeast corner of Standard and McFadden Avenue (Exhibit 1) into a park with an abundance of amenities catered to serve the surrounding community. The scope of work for this project (Exhibit 2) includes the removal of the existing asphalt alley, synthetic soccer field, chain link fencing, planter boxes, landscaping, and the construction of a new concrete alley, skate park, multi- purpose basketball court, playground and fitness equipment, site furnishings, lighting, wrought iron fencing and concrete masonry walls, decorative signage, landscaping, irrigation, and a security system. Standard — McFadden Park will contribute to the health and wellness of the surrounding community by providing valuable green space and active recreational opportunities. Public Outreach and Contractor Participation To provide an opportunity for local vendors to submit bids, the City notified a total of 2,385 regional vendors via PlanetBids, many of which are Santa Ana based. Five vendors requested bidding documents and a total of five bids were received. No bids were received from any Santa Ana contractors. As legally required, a Notice Inviting Bids was advertised in the Orange County Register newspaper on June 12, 2023 and June 19, 2023. The project was also advertised in PlanetBids from June 2, 2023 through July 20, 2023. Bids were received electronically via PlanetBids on July 20, 2023. Bid Results Summary Rank Bidder's Name Location Base Bid 1 Legion Contractors Inc. San Francisco, CA $3,366,625 2 Urban Habitat La Quinta, CA $3,705,794 3 California Landscape & Design Inc. Upland, CA $3,835,313 4 Lucas Builders, Inc. La Habra, CA $3,966,162 5 KASA Construction, Inc. Chino, CA $4,599,871 A total of five bids were received, and all were deemed responsive. Legion Contractors, Inc. submitted the lowest responsive base bid in the amount of $3,366,625 (Exhibit 3). 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 Legion Contractors, Inc., in the amount of the base bid totaling $3,366,625 (Exhibit 4). City Council 13 — 2 9/19/2023 Award Construction Contract with Legion Contractors, Inc. September 19, 2023 Page 3 Legion Contractors, Inc. has not performed as a prime contractor in the City of Santa Ana within the past five years. A reference check was made and received good reviews from other public agencies regarding quality of work performed by Legion Contractors, Inc. Proiect Delive To deliver a complete project, in addition to the construction contract bid amount, 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 construction management, workmanship, and quality; and materials testing. As indicated in the Cost Analysis (Exhibit 5) and as summarized in the table below, the estimated total construction delivery cost of the project is $4,208,281. Project Item Total Construction Contract Bid Amount $3,366,625 Construction Administration, Inspection, Testing $504,994 Contract Contingencies $336,662 TOTAL ESTIMATED CONSTRUCTION DELIVERY COST $4,208,281 ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER- 2021-97 was filed for the project. FISCAL IMPACT Project No. 20-2729 is the number assigned to the funding for tracking of all expenditures to deliver the construction of this project. As indicated in the Cost Analysis, the total construction delivery cost of the project is $4,208,281 which includes construction, contract administration, inspection, testing, and contingency. The proposed contract enables Staff to authorize a construction cost increase of up to 25% if necessary for contingencies. Staff expects to utilize other available Public Works appropriations if a contingency becomes necessary to complete the project. If there are no other available appropriations, then Staff will return to City Council with a project update and recommendations. The following table summarizes the funds budgeted and available in current FY 2023-24 (Exhibit 6) for expenditure to deliver construction of this project. Any remaining balances not expended at the end of the fiscal year will be presented to City Council for approval of carryovers to FY 2024-25. City Council 13 — 3 9/19/2023 Award Construction Contract with Legion Contractors, Inc. September 19, 2023 Page 4 Fiscal Accounting Unit Fund Accounting Unit, Year _ Account No. Description Account No. Amount Project No. Description EXISTING BUDGET 16113264-66220 PRCSA 2018 Parks Bond Act 2023-24 (20-2729) Capital Grants Program, Improvements $3,248,403 Other Than Buildings Residential Acquisition & 2023-24 31313260-66220 Development Development, $290,818 (20-2729) District 3 Improvements Other Than Buildings APPROPRIATION ADJUSTMENT Residential Acquisition & 2023-24 31313260-66220 Development Development, $669,060 (20-2729) District 3 Improvements Other Than Buildings Additional Budget/Budget Reallocation Total $669,060 Complete Total $4,208,281 EXHIBIT(S) 1. Location Map 2. Site Plan 3. Bid Proposal 4. Construction Contract 5. Cost Analysis 6. CIP Project Sheet Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager City Council 13 — 4 9/19/2023 EXHIBIT 1 SANTA ANA Project No. 20-2729 U=J Standard - McFadden Park PUBLIC WORKS AGENCY City Council 13 — 5 9/19/2023 o i rAiv Lrvivu anu ivil.,r riLLL;iv r rux-n- EXHIBIT 2 ITE PATH _LEY 'AVING :EA ATE ILE (PROTECT U ATE iLE (PROTECT 'SIBLE SPORTS NET IXTURE ND FENCING mm DAVID EVANS ranASSOCIATES'Nc- nsax nth &., smm 150 r�m�, cairc��a az�e0 Pho�w: 714.N5.4538 NNE 2023 CITY OF SANTA ANA EXHIBIT 3 PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Bid Proposal TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: Legion Contractors, Inc. REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans (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 Mobilization (no more than 5% 1 LS $ 160,000 $ 160,000 of total bid) 2 Clear and Grub 1 LS $ 86,000 $ 86,000 3 Construction Signage 1 LS S 5,000 $ 5,000 4 Unclassified Excavation 885 CY $ $ 125 110,625 5 Remove and Dispose of 9,350 SF $ $ Artificial Turf Soccer Field 3.50 32,725 6 Remove and Dispose of Existing 102 LF $ $ Chain Link Fence 130 13,260 7 Remove and Dispose of Existing 50 EA $ $ Bollards 100 5,000 8 Remove and Dispose of Existing 1 EA $ $ Trees and Tree Roots 4,500 4,500 9 Remove and Dispose of Existing 2 EA $ 5,000 $ 10,000 Water Service and Box to existing Co Stop & Ca 10 Remove and Dispose of Existing 1 EA $ $ Backflow Preventer and Lateral 10,000 10,000 & Cap at Main 11 6" PCC Curb 250 LF $ 75 $ 18,750 12 Rolling Gate 2 EA $ $ 12,500 25,000 13 Rubber Surfacing 2,725 SF $ 27 $ 73,575 City Council 13 — 7 9/19/2023 P-1 of P-22 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Item Description Qty Unit Unit Price Amount 14 6" Wide 0" Concrete Curb 1,036 LF $ 65 $ 67,340 15 Concrete Block Wall 780 SF $ 50 $ 39,000 16 CMU Block Wall w/ W.I. Fence 189 LF $ $ 489 92,421 17 8" Thick PCC Pavement 7,920 SF $ 24 $ 190,080 18 8" Thick PCC Basketball Court 3,520 SF $ 25 $ 88,000 19 4" Thick PCC Sidewalk 2,940 SF $ 20 $ 58,800 20 Stabilized Decomposed Granite 1,963 SF $ 10 $ 19,630 Material 21 Site Fence and Pedestrian Swing 401 LF $ 310 $ 124,310 Gate and Arch 22 Park Sign at Site Fence 1 EA $ 11,000 $ 11,000 23 Concrete Bridge within Park 3 EA $ 15,000 $ 45,000 24 Concrete Bridge at Bus Stop 1 EA $ 18,000 $ 18,000 25 Regulatory Signage - Park 3 EA $ $ 4,000 12,000 26 Rock Cobble Swale 12 TN $ $ 1,800 21,600 27 Shade Sail Structure 1 LS $ $ 205,000 205,000 28 Basketball Court Pole, 1 LS $ $ Backboard, Net 29,000 29,000 29 Basketball Court Marking and 1 LS $ $ Striping 19,000 19,000 30 Play Equipment 1 LS $ 125,000 $ 125,000 31 Fitness Equipment 1 LS $ 52,000 $ 52,000 32 Skate Park 1 LS $ $ 390,000 390,000 33 Park Lights and Lighting System 1 LS $ 405,000 $ 405,000 34 Modular Wetland System 1 EA $ $ (MWS-L-4-5'-11"-V) 65,000 65,000 City Council 13 - 8 9/19/2023 P-2 of P-22 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Item Description Qty Unit Unit Price Amount 35 Modular Wetland System 1 EA $ 65,000 $ 65,000 (MWS-L-4-5'-8"-V) 36 12"xl2" Grated Inlet with 2 EA $ 3,000 $ 6,000 Geotextile Fabric 37 12"x12" Grated Inlet with 8 EA $ $ Flogard Insert Filter 4,000 32,000 38 18"x18" Grated Inlet with 1 EA $ 5,000 $ 5,000 Flogard Insert Filter 39 3" SDR-35 PVC Storm Drain 28 LF $ $ 1,680 60 40 6" SDR-35 PVC Storm Drain 530 LF $ 85 $ 45,050 41 12" SDR-35 PVC Storm Drain 63 LF $ 105 $ with catch basin tie-in 6,615 42 3/4" SCH 40 Water Line 165 LF $ 60 $ 9,900 43 3/4" Ball Valve 2 EA $ $ 2,000 4,000 44 Planting - Trees (24" Box) 39 EA $ $ 750 29,250 45 Planting Area - Shrubs and 9,786 SF $ 5 $ 48,930 Ground Cover 46 Soil Preparation and Amendment 13,766 SF $ 1.19 $ 16,381.54 47 3" Thick Wood Mulch 91 CY $ 100 $ 9,100 48 Marathon Turf 3,980 SF $ 3 $ 11,940 49 Irrigation System 13,766 SF $ 10.50 $ 144,543 50 90 Calendar Days Landscape and 1 EA $ $ Irrigation Maintenance 5,000 5,000 51 6' Bench 5 EA $ 3,500 $ 17,500 52 Bike Rack 4 EA $ 450 $ 1,800 53 Trash Receptacle 4 EA $ $ 700 2,800 54 Dining Table and Chairs Set 3 EA $ $ 4,500 13,500 55 Drinking Fountain 2 EA $ 8,000 $ 16,000 City Council 13 - 9 9/19/2023 P-3 of P-22 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Item Description Qty Unit Unit Price Amount 56 Construction Permit 1 LS $10,000 $ 10,000 57 Landscape Boulder 17 EA $ 1,400 $ 23,800 58 Project Advertisement Sign 1 LS $ $ 4,500 4,500 59 3D Learning Elements 3 EA $ 3,000 $ 9,000 60 6" Wide Concrete Mow Curb at 179 LF $ 150 $ 26,850 Rubber Surfacing 61 PCC Alley Driveway and Apron 1 EA $ 25,000 $ 25,000 62 Goalpher Soccer Goal 1 EA $ $ 20,000 20,000 63 36" Diameter Detention Basin 118 LF $ 150 $ Pipe 17,700 64 1" Domestic Water Service 1 EA $ 3,500 $ 3,500 65 2" Irrigation Water Service 1 EA $ 3,500 $ 3,500 66 2" Reduced Pressure Backflow 1 EA $ 5,500 $ 5,500 Devices (RPBD) 67 8" PCC Curb and Gutter 15 LF $ 250 $ 3,750 68 12" Atrium Grate 4 EA $ 2,500 $ 10,000 69 4" Rolled Curb 22 LF $ 160 $ 3,520 70 24" Wide AC Pavement Trench 42 LF $ 200 $ 8,400 Pavement 71 Security Camera System 1 LS $ 68,000 $ 68,000 City Council 13 — 10 9/19/2023 P-4 of P-22 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Item Description Qty Unit Unit Price Amount TOTAL BASE BID $ 3,366,625.54 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). City Council 13 —11 9/19/2023 P-5 of P-22 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within 120 working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $4,400.00 per calendar day. Name of Firm Legion Contractors, Inc. - Corporation Signature of BIDDER Title President, Secretary, Treasurer and Manager (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-6 of IPA 12 9/19/2023 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Bidder's Statement BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his/her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned certifies under penalty of perjury that the foregoing is true and correct. Name of Firm Legion Contractors, Inc. - Signature of BIDDER Amir Movafegh Title _President, Secretary, Treasurer and Manager (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-7 off32213 9/19/2023 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Contractor's Licensing and Registration Statement The undersigned contractor, or corporate officer, declares under penalty of perjury that he/she and all his/her subcontractors are registered with the State of California Department of Industrial Relations (DIR), and that the following is true and correct. Contractor's Name: Legion Contractors, Inc. - Corporation Business Address: 16008 Sky Park Cir., Suite 290, Irvine, CA 92614 Business E-Mail Address: I rfo@LegionContractors.com Telephone: 415-655-3535 State Contractor's License No, and Class: 1061257, Classes: A, B, C15. C36, C61/D12, C61/D34 License Expiration Date: 12/31 /2023 State Dept. of Industrial Relations (DIR) Registration No.: PW-LR-1000543172 State Dept. of Industrial Relations (DIR) Registration Ex it ion • at 6/30/2024 Signed: VYV Title: President City Council P-8 of IP322 14 9/19/2023 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Prevailine Wage Comoliance and Monitoring Statement Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct. Name of Firm Legion Contractors, Inc. Signature of BIDDER Title President (if an individual, so state) City Council P-9 of IM2 15 9/19/2023 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Ownership Affidavit STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS: CITY OF SANTA ANA ) Amir Movafegh , being duly sworn, deposes and says: ❑ INDIVIDUAL That he/she is the party making the foregoing proposal: ❑ PARTNERSHIP That he/she is a member of the co -partnership firm designated as: and who has been and is duly vested with the authority to make and execute instruments for the co -partnership by: who constitute the other members of the co -partnership. ❑x CORPORATION That he is of a corporation which is making the foregoing proposal: ❑ JOINT VENTURE That he is of - one of the parties making the foregoing proposal as a joint venture, and the he/she has been and is duly vested with the authority to execute instruments for an on behalf of the parties making said bid who are: that such a bid is genuine and not collusive or sham, and has not in any manner sought by collusion to secure any advantage against the City of Santa Ana or any person interested in the proposed contract, for himself or any other person. City Council P-10 ofPID2— 16 9/19/2023 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Signature of Bidder Subscribed and sworn to before me this day of 20 Signature of officer Administering Oath (Notary Public) SEE ATTACHED City Council P-11 ofPIM— 17 9/19/2023 JU RAT 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 [))Can 1-e- Subscribed and sworn to (or affirmed) before me on this () � 14- day of J4g by —ALA n 1 r ly o\ja+-cen �— 2023 , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Signatur JENNIFER PHCVW ACHARiNH s comm,al'im # ra..... 3 = Notary Public - Caidomis ORANGE County My Comm Expires FES 16, 2026 E (Seal) City Council 13 — 18 9/19/2023 Bond No.: LEGCO-166 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK KNOW ALL PRESENT that, Legion Contractors, Inc. as BIDDER, and Great Midwest Insurance Company as SURETY, are held and firmly bound unto the CITY OF SANTA ANA, as AGENCY, in the penal sum of Ten Percent Of The Total Amount Bid Dollars ($ 10% Of Bid ), which is ten percent (10%) of the total amount bid by BIDDER to AGENCY for the above -stated project, for the payment of which sum, BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above -stated project, if said bid is rejected, or if said bid is accepted and a contract is awarded and entered into by BIDDER in the manner and time specified, then this obligation shall be null and void, otherwise it shall remain in full force and effect in favor of AGENCY. IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seal this 17th day of July , 20 23 . BIDDER* M By: Inc. - Address: 18008 Sky Park Cir„ Suite 290, Irvine, CA 92614 - Phone: 415-655-3535 Amir Movafegh, President - Address: 18008 Sky Park Cir., Suite 290, Irvine, CA 92614 - Phone: 415-655-3535 x102 SURETY* Great Midwest Insurance Company, 800 Gessner Road, Suite 600, Houston TX 77024, Telephone: (720) 912-0640 Matthew R. Doh ns Attorney- i r-F act, 1633 E. Fourth Street, Suite 228, Santa Ana, CA 92701, Telephone: (714) 541-4700 Subscribed and sworn to before me this day of , 20 Signature: Notary Public in and for the County of , State of Provide BIDDER/ SURETY name, address, and telephone number and the name, title, address, and telephone number of authorized representative. see_ u u CIn'U� J'6 CA'(WteWt f�v- �IrP1 PC5 cicll�c� � City Council - -- __ -1-T- 19 9/19/2023 POWER OF ATTORNEY Great Midwest Insurance Company KNOW ALL MEN BY THESE PRESENTS, that GREAT MIDWEST INSURANCE COMPANY, a Texas Corporation, with its principal office in Houston, TX, does hereby constitute and appoint: Randy Spohn, Matthew R. Dobyns, Hamilton Kenney, Ashley M. Spohn its true and lawful Attorney(s)-In-Fact to make, execute, seal and deliver for, and on its behalf as surety, any and all bonds, undertakings or other writings obligatory in nature of a bond This authority is made under and by the authority of a resolution which was passed by the Board of Directors of GREAT MIDWEST INSURANCE COMPANY, on the 11� day of October, 2018 as follows: Resolved, that the President, or any officer, be and hereby is, authorized to appoint and empower any representative of the Company or other person or persons as Attorney -In -Fact to execute on behalf of the Company any bonds, undertakings, policies, contracts of indemnity or other writings obligatory in nature of a bond not to exceed Ten Million dollars ($10,000,000 00), which the Company might execute through its duly elected officers, and affix the seal of the Company thereto. Any said execution of such documents by an Attorney -In -Fact shall be as binding upon the Company as if they had been duly executed and acknowledged by the regularly elected officers of the Company. Any Attorney -In -Fact, so appointed, may be removed in the Company's sole discretion and the authority so granted may be revoked as specified in the Power of Attorney Resolved, that the signature of the President and the seal of the Company may be affixed by facsimile on any power of attorney granted, nd the signature of the Secretary, and the seal of the Company may be affixed by facsimile to any certificate of any such power and any such ower or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. Any such power so executed and sealed nd certificate so executed and sealed shall, with respect to any bond of undertaking to which it is attached, continue to be valid and binding on the ompany. IN WITNESS THEREOF, GREAT MIDWEST INSURANCE COMPANY, has caused this instrument to be signed by its President, and its a Seal to be affixed this 11th day of February, 2021 OORF ORATE SEAL ACKNOWLEDGEMENT GREAT MIDWEST INSURANCE COMPANY BY Mark W. Haushill President On this 11th day of February, 2021, before me, personally came Mark W. Haushill to me known, who being duly sworn, did depose and Fy that he is the President of GREAT MIDWEST INSURANCE COMPANY, the corporation described in and which executed the above instrument; at he executed said instrument on behalf of the corporation by authority of his office under the By-laws of said corporation. tit'"vrr'� CHRISTINA BISHOP Not" Public, State of Texas r Comm. Expires 04•14-2026 "•eft J, ��'' Notary ID 1310904e8 CERTIFICATE BY Christina Bishop Notary Public I, the undersigned, Secretary of GREAT MIDWEST INSURANCE COMPANY, A Texas Insurance Company, DO HEREBY CERTIFY that original Power of Attorney of which the foregoing is a true and correct copy, is in full force and effect and has not been revoked and the resolutions set forth are now in force. Signed and Sealed at Houston, TX this 17th ^_ry Day of July 2023 BY — dqAj �)V\\, Leslie K. Shaunty Secretary "WARNING: Any person who knowingly and with intent to defraud Any insurance company or other person, files and application for insurance of clai containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties. City Council 13 — 20 9/19/2023 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 County of r ORANGE �r On AD26% before me, ERIKA G. MORGAN, NOTARY PUBLIC, personally appeared MATTHEW R. DOBYN El who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/heF/their authorized capacity fies), and that by his/her/their signaturef) on the instrument the personal, or the entity upon behalf of which the person(s) acted, executed the instrument. ERIKA G. MORGAN COMM. #23WIS NOTARY PUBLIC • CAUFOW ORANGE Couem Comm. E ken 5 2M RMWMA 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. lioj - " n' tt a of N ry OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER ❑ PARTNER(S) ❑ LIMITED ® ATTORNEY -IN -FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) DESCRIPTION OF ATTACHED DOCUMENT CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE § 8202 E-�Se-e Attached Document (Notary to cross out lines 1-6 below) ❑ See Statement Below (Lines 1-6 to be completed only by document signer[s], not Notary) Signature of Document Signer No. 1 Signature of Document Signer No. 2 (if any) A notary public or other officer completing this certificate verifies only the identity ofthe 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 JEFFREY QUOC NGUYEN Notary Public • California g z ' - Orange County K Commission 0 242 i 104 My Comm. Ex]ires Oct ia, 2026 Place Notary Seal and/or Stamp Above Subscribed and sworn to (or affirmed) before me � �2 on this � 1day of J" 20�, by Date onth Year (1) hmlr Y►'la\rGt -Pe _C�n (a n'04 ), NoM of Signer ) proved to me on the basis of satisfactory evidence to be the person(s) who Appeared before me. Signatu q�,' 1#7tgnature of Notary Public 1111T1- A I Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: ead &YL�J Document Date: m Number of Pages: Signers) Other Than Named Above: 02017 National Notary Association City Council 13 — 22 9/19/2023 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK List of Sub -Contractors Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: o Streets, highways including bridge projects: ''/z% of the bid or $10,000, whichever is greater o Buildings, parks, or other projects: ''/2% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name D21- Construction, Inc. License #/Exp. 1065415 / Expires 04/30/2024 DIR Reg. #/Exp. 1000604650 / Expires 06/30/2024 Location 543 Palisades Dr., Pacific Palisades, CA Phone (310) 422-3584 Type Of Work Electrical Amount $ 150,000 Name Raygoza Landscaping License #/Exp. 1017008 / Expires 08/31/2024 DIR Reg. #/Exp. 1000046245 / Expires 06/30/2024 License # 1017008 Class: C27 , C61/D49 Location 2373 Los Flores Street, Pomona, CA 91767 Phone (909) 917-4478 Type Of Work Landscaping & Irrigation Amount $ 144,000 Name Zuma Construction Group, Inc. License #/Exp. 1071624 / Expires 01/31/2024 DIR Reg. #/Exp. 1000888324 / Expires 06/30/2024 Location 3649 Birdsong Ave., Thousand Oaks, CA 91360 Phone (310) 486-8201 Type Of Work Fencing Amount $ 165,000 Name Robertson Industries, Inc. License #/Exp. 667261 / Expires 03/31/2025 DIR Reg. #/Exp. 1000002700 / Expires 06/30/2024 License # 667261 Class: C61/D12 Location 2140 East Cedar Street, Tempe, AZ 85281 Phone (800) 858-0519 Type Of Work Turf Amount $ $65,400 Name Siemens Industry, Inc. Name Truel-ine Construction & Surfacing Inc. License #/Exp. 758796 / Expires 02/28/2025 License #/Exp. 662625 / Expires 02/29/2024 DIR Reg. #/Exp. 1000002447 / Expires 06/30/2024 DIR Reg. #/Exp. 1000006579 / Expires 06/30/2026 License # 758796 Class: C10, C16, C20, B License # 662625 Class: C32, A Location Branch: 6141 Katella Avenue, Cypress, CA 90630 Location 12397 Doherty Street, Riverside, CA 92503 Phone (657) 413-8648 Phone (951) 817-0770 Type Of Work Video Systems Type Of Work Basketball Court Surfacing Amount $ $62,697.23 Amount $ $13,380 Signature of Bidder Amir Mov f gh, President City Council P-13 off32223 9/19/2023 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK List of Sub -Contractors Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: o Streets, highways including bridge projects: '/2% of the bid or $10,000, whichever is greater o Buildings, parks, or other projects: '/a% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name California Skateparks License #/Exp. 962150 / Expires 06/30/2025 DIR Reg. #/Exp. 1000016308 / Expires 06/30/2025 Location 273 N Benson Ave, Upland, CA 91786 Phone (909) 949-1601 Type Of Work Skate Park Amount $ $353,000 Name License #/Exp. DIR Reg. #/Exp. License # _ Location Phone Type Of Work Amount $ Name License #/Exp. DIR Reg. #/Exp. License # _ Location _ Phone Type Of Work Amount $ Name License #/Exp. DIR Reg. #/Exp. Location Phone Type Of Work Amount $ Name License #/Exp. DIR Reg. #/Exp. License # _ Location _ Phone Type Of Work Amount $ Name License #/Exp. DIR Reg. #/Exp. License # _ Location _ Phone Type Of Work Amount $ Signature of Bidder Amir Mov f gh, President City Council P-13 off�2.224 9/19/2023 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK References The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three years. l , City of Huntington Beach - 2000 Main Street, Huntington beach, CA 92648 Name and Address of Owner. Brian Polivka - (714) 536-5525 Name and Telephone Number of person familiar with project. $2,800,000 Park Renovation 12/30/2022 Contract Amount Type of Work Date Completed 2. San Jose Unified School District - 855 Lenzen Ave., San Jose, CA 95126 Name and Address of owner. Mohammad Mhanna - (650) 440-8861 Name and Telephone Number of person familiar with project. $3,400,000 School & Playground Modernization 11/30/2021 Contract Amount Type of Work Date Completed 3. Camp Fire Angeles (City of Long Beach) - 7070 E. Carson St., Long Beach, CA 90808 Name and Address of owner. Danny Kaye - (818) 986-9870 Name and Telephone Number of person familiar with project. $1,750,000 Park Renovation 01/20/2023 Contract Amount Type of Work Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. Insurance: Federated Mutual Insurance Company - P.O. Box 486, Owatonna, MN 55060-0486 Contact: Austin Bond - (913) 980-8790 Surety: Great Midwest Insurance Company - 800 Gessner Rd., Suite 600, Houston, TX 77024 Agent: R S Bonding & Insurance Agency, Inc. - 1633 E. 4th St., Suite 228, Santa Ana, CA 92701 Contact: Randy Spohn - (714) 541-4700 City Council 13 — 25 9/19/2023 P-14 of P-22 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Additional References The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed similar work in the past five years. l . Glendale Community College District - 1500 N Verdugo Rd, Glendale, CA 91208 Name and Address of Owner. Silva Sorkazian - (818) 551-5221 Name and Telephone Number of person familiar with project. $2,070,000 Campus Renovation - DSA #03-120226 12/31/2020 Contract Amount Type of Work Date Completed 2. Buena Park School District - 6885 Orangethorpe Ave., Buena Park, CA 90620 Name and Address of owner. Jeff Thomas - (714) 315-2299 Name and Telephone Number of person familiar with project. $750,000 Shade Structure & Playground Renovation 06/ 30/2023 Contract Amount Type of Work Date Completed 3. City of Palo Alto - 250 Hamilton Ave., Palo Alto, CA 94301 Name and Address of owner. Peter Jensen - (650) 617-3183 Name and Telephone Number of person familiar with project. $1,400,000 Tennis Court & Park Renovation 11/18/2022 Contract Amount Type of Work Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. Insurance: Federated Mutual Insurance Company - P.O. Box 486, Owatonna, MN 55060-0486 Contact: Austin Bond - (913) 980-8790 Surety: Great Midwest Insurance Company - 800 Gessner Rd., Suite 600, Houston, TX 77024 Agent: R S Bonding & Insurance Agency, Inc. - 1633 E. 4th St., Suite 228, Santa Ana, CA 92701 Contact: Randy Spohn - (714) 541-4700 City Council 13 — 26 9/19/2023 P-15 of P-22 CITY OF SANTA ANA PROPOSAL s PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK 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 cautioned thar� false certification may subject the certifier to criminal prosecution. Signed President State of California County of Subscribed and sworn 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 SEE ATTACHED Notary Public Signature Notary Public Seal City Council P-16 of P t$ — 27 9/19/2023 JUFAT 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 Califor,gqia County of Subscribed and sworn to (or affirmed) before me on this ❑ (o day of �'T20 2J by Mc>valee"q proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. JENMIFER PHC.. A%0HARRVH Commi"W O Y3 IQ Signature L* NOWY P+hkc • California ORANGE Canty My COM UP* FES 16. 2026 (Seal) City Council 13 — 28 9/19/2023 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Non -Discrimination Certificate The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows: 1. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. City Council 13 — 29 9/19/2023 P-17 of P-22 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK 7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed:IV / Title: President Firm: Legion Contractors, Inc. Date: July 20.2023 City Council P-18 ofj�2230 9/19/2023 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Statement Regarding Apprenticeship Requirements The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: 1. Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. 3. Contribute to the fund or funds in each craft or trade in which he/she employs journeymen or apprentices on the public work, in the same amount or upon the same basis and in the same manner as the other contractors, except contractors not signatory to the trust agreement shall pay a like amount to the California Apprenticeship Council. Signed: Title: President Firm: Legion Contractors, Inc. Date: July 20, 2023 City Council P-19 offs "31 9/19/2023 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Statement Regarding "Anti -Kickback" Requirements The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti -Kickback" Act (18 USC 74) as supplemented in the Department of Labor regulations (29 CFR, Part 3). This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the construction or repair of public work, to give up any part of the compensation to which he/she is otherwise entitled. Signed: r Title: President Firm: Legion Contractors, Inc. Date: July 20, 2023 City Council P-20 ofj�2232 9/19/2023 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Public Contract Code Section 10162 Ouestionnaire In conformance with Public Contract Code Section 10162, the BIDDER shall complete, under penalty of perjury, the following questionnaire: Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes, explain the circumstances in the following space. City Council 13 — 33 9/19/2023 P-21 of P-22 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK City Council 13 — 34 9/19/2023 P-22 of P-22 1111111111111111111111 SEp°FTs. STATE OF CALIFORNIA Office of the Secretary of State e i A•. v ;w m` STATEMENT OF INFORMATION o; CORPORATION ' California Secretary of State 1500 11th Street Sacramento, California 95814 (916) 653-3516 Entity Details Corporation Name LEGION CONTRACTORS, INC Entity No. 4282259 Formed In CALIFORNIA Street Address of Principal Office of Corporation Principal Address 18008 SKY PARK CIR 290 IRVINE, CA 92614 Mailing Address of Corporation Mailing Address 18008 SKY PARK CIR 290 IRVINE, CA 92614 Attention Street Address of California Office of Corporation Street Address of California Office 18008 SKY PARK CIR 290 IRVINE, CA 92614 Officers Officer Name Officer Address Position(s) 0 AMIR MOVAFEGH 18008 SKY PARK CIR Chief Executive Officer, Secretary, Chief Financial Officer 290 IRVINE, CA 92614 Additional Officers Officer Name Officer Address Position Stated Position None Entered Directors Director Name Director Address 0 Amir Movafegh 18008 SKY PARK CIR 290 IRVINE, CA 92614 The number of vacancies on Board of Directors is: 0 Agent for Service of Process Agent Name AMIR MOVAFEGH Agent Address 18008 SKY PARK CIR 290 IRVINE, CA 92614 Type of Business Type of Business CONSTRUCTION Email Notifications Opt -in Email Notifications Yes. I opt -in to receive entity notifications via email. W 0 7J 0 cD N- c rD t5' w N- h 0 n N- w w 0 0 n fD Ft sy n 0 h w Ft w rt fD Labor Judgmentlty O nui I .i — Jo / I /ZUZ.i Page 1 of 2 No Officer or Director of this Corporation has an outstanding final judgment issued by the Division of Labor Standards Enforcement or a court of law, for which no appeal therefrom is pending, for the violation of any wage order or provision of the Labor Code. Electronic Signature ® By signing, I affirm that the information herein is true and correct and that I am authorized by California law to sign. Amir Mova fegh 0311712023 Signature Date City Council 13 — 36 9/19/2023 EXHIBIT 4 CITY OF SANTA ANA CONSTRUCTION CONTRACT AGREEMENT PROJECT NO.: 20-2729 STANDARD — MCFADDEN PARK This CONSTRUCTION CONTRACT is made and entered into this 19th day of September, 2023 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 Legion Contractor's, Inc. (hereinafter "CONTRACTOR"). WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: 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 Standard — McFadden Park Project (hereinafter referred to as the "WORK OF IMPROVEMENT") identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract 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. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the WORK OF IMPROVEMENT the sum total amount not to exceed Three Million Three Hundred Sixty -Six Thousand Six Hundred Twenty -Five Dollars and Fifty -Four Cents ($3,366,625.54), as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A," and in accordance with Section 2-7.1 of the Greenbook: Standard Specifications for Public Works Construction. 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 13 — 37 9/19/2023 Page 1 of 4 CITY OF SANTA ANA CONSTRUCTION CONTRACT AGREEMENT PROJECT NO.: 20-2729 STANDARD — MCFADDEN PARK 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.ora//pwa/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; City Council 13 — 38 9/19/2023 Page 2 of 4 CITY OF SANTA ANA CONSTRUCTION CONTRACT AGREEMENT PROJECT NO.: 20-2729 STANDARD — MCFADDEN PARK (ii) Performance or nonperformance by CONTRACTOR or its Subcontractors of any lower tier, of any of the obligations under the Contract Documents; (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. Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in this Construction Contract. With respect to any conflict between such federal requirements and the terms of this Construction Contract and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control. [signature page to follow] [This space intentionally left blank] City Council 13 — 39 9/19/2023 Page 3 of 4 CITY OF SANTA ANA CONSTRUCTION CONTRACT AGREEMENT PROJECT NO.: 20-2729 STANDARD — MCFADDEN PARK IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written. ATTEST: JENNIFER L. HALL City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney JOSE MONTOYA Assistant City Attorney RECOMMENDED FOR APPROVAL: NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONTRACTOR: Legion Contractor's, Inc. NAME: AMIR M O V AFEGH TITLE: President City Council 13-40 9/19/2023 Page 4 of 4 CITY OF SANTA ANA Exhibit A PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Bid Proposal TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: Legion Contractors, Inc. REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans (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 Mobilization (no more than 5% 1 LS $ 160,000 $ 160,000 of total bid) 2 Clear and Grub 1 LS $ 86,000 $ 86,000 3 Construction Signage 1 LS S 5,000 $ 5,000 4 Unclassified Excavation 885 CY $ $ 125 110,625 5 Remove and Dispose of 9,350 SF $ $ Artificial Turf Soccer Field 3.50 32,725 6 Remove and Dispose of Existing 102 LF $ $ Chain Link Fence 130 13,260 7 Remove and Dispose of Existing 50 EA $ $ Bollards 100 5,000 8 Remove and Dispose of Existing 1 EA $ $ Trees and Tree Roots 4,500 4,500 9 Remove and Dispose of Existing 2 EA $ 5,000 $ 10,000 Water Service and Box to existing Co Stop & Ca 10 Remove and Dispose of Existing 1 EA $ $ Backflow Preventer and Lateral 10,000 10,000 & Cap at Main 11 6" PCC Curb 250 LF $ 75 $ 18,750 12 Rolling Gate 2 EA $ $ 12,500 25,000 13 Rubber Surfacing 2,725 SF $ 27 $ 73,575 City Council 13 — 41 9/19/2023 P-1 of P-22 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Item Description Qty Unit Unit Price Amount 14 6" Wide 0" Concrete Curb 1,036 LF $ 65 $ 67,340 15 Concrete Block Wall 780 SF $ 50 $ 39,000 16 CMU Block Wall w/ W.I. Fence 189 LF $ $ 489 92,421 17 8" Thick PCC Pavement 7,920 SF $ 24 $ 190,080 18 8" Thick PCC Basketball Court 3,520 SF $ 25 $ 88,000 19 4" Thick PCC Sidewalk 2,940 SF $ 20 $ 58,800 20 Stabilized Decomposed Granite 1,963 SF $ 10 $ 19,630 Material 21 Site Fence and Pedestrian Swing 401 LF $ 310 $ 124,310 Gate and Arch 22 Park Sign at Site Fence 1 EA $ 11,000 $ 11,000 23 Concrete Bridge within Park 3 EA $ 15,000 $ 45,000 24 Concrete Bridge at Bus Stop 1 EA $ 18,000 $ 18,000 25 Regulatory Signage - Park 3 EA $ $ 4,000 12,000 26 Rock Cobble Swale 12 TN $ $ 1,800 21,600 27 Shade Sail Structure 1 LS $ $ 205,000 205,000 28 Basketball Court Pole, 1 LS $ $ Backboard, Net 29,000 29,000 29 Basketball Court Marking and 1 LS $ $ Striping 19,000 19,000 30 Play Equipment 1 LS $ 125,000 $ 125,000 31 Fitness Equipment 1 LS $ 52,000 $ 52,000 32 Skate Park 1 LS $ $ 390,000 390,000 33 Park Lights and Lighting System 1 LS $ 405,000 $ 405,000 34 Modular Wetland System 1 EA $ $ (MWS-L-4-5'-11"-V) 65,000 65,000 City Council 13 - 42 9/19/2023 P-2 of P-22 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Item Description Qty Unit Unit Price Amount 35 Modular Wetland System 1 EA $ 65,000 $ 65,000 (MWS-L-4-5'-8"-V) 36 12"xl2" Grated Inlet with 2 EA $ 3,000 $ 6,000 Geotextile Fabric 37 12"x12" Grated Inlet with 8 EA $ $ Flogard Insert Filter 4,000 32,000 38 18"x18" Grated Inlet with 1 EA $ 5,000 $ 5,000 Flogard Insert Filter 39 3" SDR-35 PVC Storm Drain 28 LF $ $ 1,680 60 40 6" SDR-35 PVC Storm Drain 530 LF $ 85 $ 45,050 41 12" SDR-35 PVC Storm Drain 63 LF $ 105 $ with catch basin tie-in 6,615 42 3/4" SCH 40 Water Line 165 LF $ 60 $ 9,900 43 3/4" Ball Valve 2 EA $ $ 2,000 4,000 44 Planting - Trees (24" Box) 39 EA $ $ 750 29,250 45 Planting Area - Shrubs and 9,786 SF $ 5 $ 48,930 Ground Cover 46 Soil Preparation and Amendment 13,766 SF $ 1.19 $ 16,381.54 47 3" Thick Wood Mulch 91 CY $ 100 $ 9,100 48 Marathon Turf 3,980 SF $ 3 $ 11,940 49 Irrigation System 13,766 SF $ 10.50 $ 144,543 50 90 Calendar Days Landscape and 1 EA $ $ Irrigation Maintenance 5,000 5,000 51 6' Bench 5 EA $ 3,500 $ 17,500 52 Bike Rack 4 EA $ 450 $ 1,800 53 Trash Receptacle 4 EA $ $ 700 2,800 54 Dining Table and Chairs Set 3 EA $ $ 4,500 13,500 55 Drinking Fountain 2 EA $ 8,000 $ 16,000 City Council 13 - 43 9/19/2023 P-3 of P-22 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Item Description Qty Unit Unit Price Amount 56 Construction Permit 1 LS $10,000 $ 10,000 57 Landscape Boulder 17 EA $ 1,400 $ 23,800 58 Project Advertisement Sign 1 LS $ $ 4,500 4,500 59 3D Learning Elements 3 EA $ 3,000 $ 9,000 60 6" Wide Concrete Mow Curb at 179 LF $ 150 $ 26,850 Rubber Surfacing 61 PCC Alley Driveway and Apron 1 EA $ 25,000 $ 25,000 62 Goalpher Soccer Goal 1 EA $ $ 20,000 20,000 63 36" Diameter Detention Basin 118 LF $ 150 $ Pipe 17,700 64 1" Domestic Water Service 1 EA $ 3,500 $ 3,500 65 2" Irrigation Water Service 1 EA $ 3,500 $ 3,500 66 2" Reduced Pressure Backflow 1 EA $ 5,500 $ 5,500 Devices (RPBD) 67 8" PCC Curb and Gutter 15 LF $ 250 $ 3,750 68 12" Atrium Grate 4 EA $ 2,500 $ 10,000 69 4" Rolled Curb 22 LF $ 160 $ 3,520 70 24" Wide AC Pavement Trench 42 LF $ 200 $ 8,400 Pavement 71 Security Camera System 1 LS $ 68,000 $ 68,000 City Council 13 — 44 9/19/2023 P-4 of P-22 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK Item Description Qty Unit Unit Price Amount TOTAL BASE BID $ 3,366,625.54 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). City Council 13 — 45 9/19/2023 P-5 of P-22 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 20-2729 STANDARD AND MCFADDEN PARK TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within 120 working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $4,400.00 per calendar day. Name of Firm Legion Contractors, Inc. - Corporation Signature of BIDDER Title President, Secretary, Treasurer and Manager (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-6 of 1P322 46 9/19/2023 EXHIBIT 5 COST ANALYSIS CONSTRUCTION OF PROJECT NO. 20-2729: Standard - McFadden Park Project Construction Contract $ 3,366,625.54 Contract Administration, Inspection and Testing $ 504,993.83 Contin encies $ 336,662.55 TOTAL ESTIMATED CONSTRUCTION COSTS 1 $ 4,208,281.93 City Council 13 — 47 9/19/2023 PROJECT TITLE: Standard -McFadden Park PROJECT CATEGORY: City & Park Facility Improvements Park Facility LOCATION MAP Harwood N AGENCY: Public Works cn u, W 7 Q fu a A to A EXHIBIT 6 CITY OF SANTA ANA FY 23/24CIP CAPITAL IMPROVEMENT PROJECT WORKSHEET PROJECT DESCRIPTION: The project develops the existing vacant, unused parcel of land into a new park, which would include a skate area, exercise area, playground area, walking loop, open space and basketball court. The project will also include drought tolerant landscaping, river -rock bio-swale, and a picnic area. For security and safety, a complete lighting system will be included as well as fencing to act as a barrier between the park and street. PROJECT NEED: The Standard - McFadden Park Project will transform the existing underutilized and poorly furnished City park located at the northeast corner of Standard and McFadden Avenue into a park with an abundance of amenities catered to serve the surrounding community. PROJECT COSTS FY 23/24 FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 Construction 3,366,625 - - - - - - Contingency 336,662 Engineering 614,176 Other 351,597 TOTAL 4,669,060 SOURCE OF FUNDS FY 23124 FY 24125 FY 25126 FY 26127 FY 27128 FY 28129 FY 29130 2018 Parks Bond Act 3,600,000 - - - - - - A & D District 3 1,069,060 TOTAL 4,669,060 - - DIVISION: CONTACT: DATE: CIP Engineering Gabriel Guerrero-Gabany, Civil Engineer 19-Sep-2023 City Council 13 — 48 9/19/2023 Public Works Agency www.santa-ana.org/public-works Item # 14 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report September 19, 2023 TOPIC: Traffic Calming Improvements Phase 1 AGENDA TITLE Approve an Amendment to the Fiscal Year 2023-24 Capital Improvement Program for $53,000 and Award a Construction Contract to Hardy & Harper, Inc. in the Amount of $540,000 for the Traffic Calming Phase 1 in Five Separate Locations on Grovemont St., Civic Center Dr., Walnut St., Myrtle St., and Cypress Ave., with an Estimated Project Delivery Cost of $648,000 (Project No. 23-6034) (General Fund) RECOMMENDED ACTION 1. Approve an amendment to the FY 2023-24 Capital improvement Program to include $53,000 in construction funds for the Traffic Calming Phase 1 (Project No. 23- 6034). 2. Authorize the City Manager to reject the bid submitted by HZS Engineering and Construction as non -responsive and award a construction contract to Hardy & Harper, Inc. the lowest responsible bidder, in accordance with the base bid in the amount of $540,000 for construction of the Traffic Calming Phase 1, for a term beginning September 19, 2023 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. 3. Approve the Project Cost Analysis for a total estimated construction delivery cost of $648,000, which includes $540,000 for the construction contract; $54,000 for contract administration, inspection, and testing; and a $54,000 project contingency for unanticipated or unforeseen work. 4. Determine that the recommended actions are exempt from further review in accordance with the California Environmental Quality Act as Categorical Exemption Environmental Review No. ER-2023-35 was filed for the project. DISCUSSION The City has identified the need to undertake the installation of traffic calming and traffic safety devices at six different locations throughout the city (Exhibit 1). This project meets the intent of the funding source by constructing new wheelchair ramps, Rectangular Rapid Flashing Beacon (RRFB), angular parking, crosswalks, raised City Council 14 — 1 9/19/2023 Award Construction Contract for Traffic Calming Improvements Phase 1 September 19, 2023 Page 2 crosswalk, speed cushions, and enhancing pedestrian crossings through implementation of new signage and striping. Once these pedestrian and mobility improvements are completed, it will increase traffic safety for pedestrians and all road users. Public Outreach and Contractor Particiaation To provide an opportunity for local vendors to submit bids, the City notified a total of 900 regional vendors via PlanetBids, many of which are Santa Ana based. Thirty-three vendors requested bidding documents and a total of four bids were received. The lowest responsive bid was received from Hardy & Harper, Inc. As legally required, a Notice Inviting Bids was advertised in the Orange County Register newspaper on May 26, 2023 and June 2, 2023. The project was also advertised in PlanetBids from May 26, 2023 through June 15, 2023. Bids were received electronically via PlanetBids on June 15, 2023. Bid Results Summary Rank Bidder's Name Location Base Bid 1 Hardy & Harper, Inc. Lake Forest, CA $540,000 2 EBS General Engineering Inc. Corona, CA $646,181 3 Excel Paving Co Long Beach, CA $689,680 NR HZS Engineering and Construction Santa Ana, CA Non -Responsive A total of four bids were received, three bids were responsive, and one bid was deemed non -responsive. Hardy & Harper, Inc. submitted the lowest responsive base bid in the amount of $540,000 (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 Hardy & Harper, Inc., in the amount of the base bid totaling $540,000 (Exhibit 3). Hardy & Harper, Inc. is currently the contractor for the Santa Clara Avenue Bike Lane and Pedestrian Improvements, Project 22-6997. The construction inspector and project manager are satisfied with the quality of work performed for the City. 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 City Council 14 — 2 9/19/2023 Award Construction Contract for Traffic Calming Improvements Phase 1 September 19, 2023 Page 3 with an allowance for contingencies to account for unexpected or unforeseen conditions. Construction administration and inspection includes construction management, 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 $648,000. Project Item Total Construction Contract Bid Amount $540,000 Construction Administration, Inspection, Testing $54,000 Contract Contingencies $54,000 TOTAL ESTIMATED CONSTRUCTION DELIVERY COST $648,000 ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER- 2023-35 was filed for the project. FISCAL IMPACT Project No. 23-6034 is the number assigned to the funding for tracking of all expenditures to deliver the construction of this project. As indicated in the Cost Analysis, the total estimated construction delivery cost of the project is $648,000, which includes construction, contract administration, inspection, testing, and contingency. The proposed contract enables Staff to authorize a construction cost increase of up to 25% if necessary for contingencies. Staff expect to utilize other available Public Works appropriations if a contingency becomes necessary to complete the project. If there are no other available appropriations, then Staff will return to City Council with a project update and recommendations. The following table summarizes the funds budgeted and available in current FY 2023-24 (Exhibit 5) for expenditure to deliver construction of this project. Any remaining balances not expended at the end of the fiscal year will be presented to City Council for approval of carryovers to FY 2024-25. Fiscal Accounting Unit Fund Accounting Unit, Year - Account No. Description Account No. Amount (Project No.) Description Existing Budget PW-Traffic/Trans — 2023-24 01117620-66220 General Fund Service Enhancement, $595,000 (23-6034) Improvement Other Than Buildings City Council 14 — 3 9/19/2023 Award Construction Contract for Traffic Calming Improvements Phase 1 September 19, 2023 Page 4 Additional Budget PW-Traffic/Trans — 01117620-66220 Service 2023-24 (23-6034) General Fund Enhancement, $53,000 Improvement Other Than Buildings Total $648,000 EXHIBIT(S) 1. Location Map 2. Bid Proposal 3. Construction Contract 4. Cost Analysis 5. CIP Project Sheet Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager City Council 14 — 4 9/19/2023 EXHIBIT 1 ' SANTA ANA �N oa4H� 3=o Fcc F Project No. 22-6034: g a P� WA Traffic Calming Improvements Phase I PUBLIC WORKS AGENCY EXHIBIT 2 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 23-6034 TRAFFIC CALMING IMPROVEMENTS PHASE I BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: Hardy & Harper, Inc. REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans (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 I Remove and Construct PCC 630 SF $ $ Sidewalk (T=4") 2-5-00 151 -750 2 Construct PCC Curb Ramp 525 SF $ $ yid Qo 21,Gov 3 Remove Fire Hydrant Assembly 3 EA $ $ 12, 000 - 00 00o 4 Potholing (As -Needed)* 6 EA $ $ 9C 0 • o o 4, suo 5 Vertical Offset (As -Needed)* 3 EA $ $ 3, 5co . ob 10, S00 6 Construct New Fire Hydrant 3 EA $ $ Assembly 29, 00c)-oc' `75, 000 7 install Raised Crosswalk at Adams 1 LS $ $ St and Artesia St f 0' 000 00 0 $ Install Raised Crosswalk at Adams I LS $ $ St and Spruce St 10, cxx o0 10,000 9 Install Speed Cushions at 1 LS $ $ Grovemont St Between Tustin Ave 115, Ow GO I5, DOp and Deodar St 10 Install Speed Cushions at Cypress I LS $ $ Ave Between Edinger Ave and St 25 2-5, 000 Andrew PI I i Install Speed Cushions at Myrtle St 1 LS $ $ Between Raitt St and Bristol St 20'OCO- oG 20,000 12 Signing and Striping 1 LS $ $ 2-02,4Gv-pD 2_W,450. 13 Furnish & Install Complete i LS $ $ Functioning Carmanah RRFB System per Plan at the Intersection 20, 000, p{' 20, 000 of Civic Center Dr and French St City Council 4 - 6 9/19/2023 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 23-6034 TRAFFIC CALMING IMPROVEMENTS PHASE I Item Description Qty Unit Unit Price Amount 14 Project Advertisement Sign I EA $ 3; Doc). 00 $ 3, 000 15 As -Built Plans 1 LS $5,000 $ 5, w() 16 Constniction Permit(s) 1 LS $6,500 $ (0,600 TOTAL BASE BID — BID ITEMS I-16 $ 540, DoD 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. i This bid item is considered a Specialty Item per Section 3-2 of the Standard Specifications. 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 Eighty (80) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $3,600 per calendar day. Name of Firm Hardv & Hamer. Inc. Signature of BIDDER Title Michael Murray,Vice President' (if an individual, so state. If a firm or co -pa ip, state the firm name and give the names of all individual co-partners composing the firrK If a corporation, state legal name of corporation, and names of President, Secretary. Treasurer and Manager, thereof.) - ` City Council 4 — 7 9/19/2023 EXHIBIT 3 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT 23-6034 TRAFFIC CALMING IMPROVEMENTS PHASE I This CONSTRUCTION CONTRACT is made and entered into this 1911, day of September, 2023 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 Hardy & Harper, Inc. (hereinafter "CONTRACTOR"). W ITNES SETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: 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 Traffic Calming Improvements Phase 1 (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. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the WORK OF IMPROVEMENT the sure total amount not to exceed Five Hundred Forty Thousand Dollars and No Cents ($540,000.00), as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A," and in accordance with Section 2-7.1 of the Greenbook: Standard Specifications for Public Works Construction. The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. rev. 09/WCouncil 14 — 8 bm/12® 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_/pwa/documents/CWA.pd 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 hive 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 14 — 9 I*9?20FA (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: JENNIFER L. HALL City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney JOSE MONTOYA Assistant City Attorney RECOMMENDED FOR APPROVAL: NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONTRACTOR: Harpy & Harper, Inc. : Vice Y City Council 14 — 10 PgM� EXHIBIT A CITY OF SANTA ANA PROPOSAL PROJECT NO.: 23-6034 TRAFFIC CALMING IMPROVEMENTS PHASE I BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: Hardy & Harper, Inc. _ REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans (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 l Remove and Construct PCC 630 SF $ Z5• a0 S 150,750 Sidewalk (T-r) 2 Construct PCC Curb Ramp 525 SF S +,•�, o0 $ 21,coo 3 Remove Fire Hydrant Assembly 3 EA $ $ 12,oco • co 3to,OM 4 Potholing (As -Needed)* 6 EA $ S 800 • 00 4. 800 5 Vertical Offset (As -Needed)* 3 EA S S 3, 5co • od 10,500 6 Construct New Fire Hydrant 3 EA S S Assembly 2-5, 000. c+G ?5, 000 7 Install Raised Crosswalk at Adams I LS $ S St and Artesia St 101000. 00 10,000 8 Install Raised Crosswalk at Adams 1 LS S S St and Spruce St 10, 000• oo lot coo 9 Install Speed Cushions at 1 LS S S Grovemont St Between Tustin Ave 15 J 0O0 , 00 I5, Coo and Deodar St 10 Install Speed Cushions at Cypress I LS S S Ave Between Edinger Ave and St 25, 000 00 2-5100O Andrew PI 1 1 Install Speed Cushions at Myrtle St I LS $ $ Between Raitt St and Bristol St 20,C00 • e o 20, 000 12 Signing and Striping I LS $ $ 2-W) 46D • coo 9,02,460. 13 Furnish & Install Complete 1 LS S $ Functioning Carmanah RRF8 D ODa. 0t?D System per Plan at the Intersection 00 of Civic Center Dr and French St P- l of P-16 City Council 14 -11 9/19/2023 EXHIBIT A CITY OF SANTA ANA PROPOSAL PROJECT NO.: 23-6034 TRAFFIC CALMING IMPROVEMENTS PHASE Item Description Qty Unit Unit Price Amount 14 Project Advertisement Sign I EA S 3, 000 S 3, aao 15 As -Built Plans I Ls S5.000 S 5,Wv 16 Construction Permit(s) 1 1.1% $6.500 5 � TOTAL BASE BID -- BID ITEMS 1-16 S '340, oop 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. t This bid item is considered a Specialty Item per Section 3-2 of the Standard Specifications. TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within Eight), (80) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $3,600 per calendar day. Name of Firm Hardv & Hamer. Inc. Signature of BIDDER Title Michael Murray. V (If an individual, so state. 11'a firm or co -pa ip, state the firm name and give the names of all individual co-partners composing the firrV If a corporation, state legal name of corporation. and names of President. Secretary. Treasurer and Manager, thereof.) P-2 of P-16 City Council 14 — 12 9/19/2023 EXHIBIT 4 COST ANALYSIS CONSTRUCTION OF PROJECT NO. 23-6034: Traffic Calming Improvements Phase 1 Construction Contract $ 540,000.00 Contract Administration, Inspection and Testing $ 54,000.00 Contingencies $ 54,000.00 TOTAL ESTIMATED CONSTRUCTION COSTS $ 648,000.00 City Council 14 — 13 9/19/2023 EXHIBIT 5 PROJECT TITLE: Traffic Calming Improvements - Phase 1 PROJECT CATEGORY: Traffic Improvements Traffic Improvements LOCATION MAP N CITY OF SANTA ANA FY 23/24CIP CAPITAL IMPROVEMENT PROJECT WORKSHEET do PROJECT DESCRIPTION: Installation of traffic calming or traffic safety devices at various locations. Raised Crosswalk: Adams St & Spruce St, Adams St & Artesia St. Speed Humps: Deodar St. from Avalon Ave to 17th St; Grovemont from Ponderosa St. to Deodar St; Cypress from St. Andrew to Edinger Ave; Myrtle from Raitt St. to Bristol St. Parking Improvements: Angled Parking on Walnut St. Flashing Beacon Crosswalk: Civic Center and French St. IPROJECT NEED: Project is designed to increase pedestrian and bicyclist traffic safety. PROJECT COSTS FY 23/24 FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 Construction 53,000 - - - - - - TOTAL 53,000 - - CITYWIDE SOURCE OF FUNDS FY 23/24 FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 GENERAL FUND 53,000 - - - - - - TOTAL 53,000 - - - - AGENCY: DIVISION: CONTACT: DATE: Public Works Traffic Engineering Ruben Castaneda, Senior Engineer 19-Sep-2023 City Council 14 - 14 9/19/2023 Public Works Agency www.santa-ana.org/public-works Item # 15 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report September 19, 2023 TOPIC: Agreements for On -Call Right -of -Way Coordination Services AGENDA TITLE Approve Agreements with Interwest Consulting Group, Inc. and Epic Land Solutions, Inc. for On -Call Right -of -Way Coordination Services in an Aggregate Amount Not to Exceed $250,000 for up to a Five -Year Term (Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute agreements with Interwest Consulting Group, Inc. and Epic Land Solutions, Inc. to provide on -call right-of-way coordination services for a shared aggregate amount not to exceed $250,000, for a three-year term beginning September 19, 2023 and expiring on September 18, 2026, with the provision for one, two-year extension, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On June 13, 2023, the Public Works Agency (PWA) released Request for Proposal (RFP) No. 22-150 to select professional firms that provide on -call right-of-way coordination services on an as -needed or on -call basis for the PWA Engineering division (Exhibit 1). These services are required to augment City staff efforts during the following: real property, furniture, fixtures, and equipment appraisals; acquisition, relocation, and property management; and right of way program management. The RFP was advertised on the City's online procurement management and publication system, PlanetBids, with electronic proposals due on June 6, 2023. Two responsive proposals were received and evaluated by a selection committee composed of PWA staff and based on criteria outlined in the RFP, both firms were selected for this on -call agreement. The following table summarizes the responding firms: Firm City Interwest Consulting Group, Inc. Irvine, CA Epic Land Solutions, Inc. Torrance, CA Based upon the scope of work and selection criteria outlined in RFP 22-150, Staff recommends awarding on -call agreements with both responding professional consultants, which will allow the consultants to bid on future engineering task orders City Council 15 — 1 9/19/2023 Agreements for On -Call September 19, 2023 Page 2 Right -of -Way Coordination Services (Exhibits 2-3). The selected proposals demonstrate that these firms have the necessary capacity and expertise to complete the required services. The consultant's rates are reasonable and within industry standard, the teams' qualifications are appropriate, and the selected proposals were determined to provide the best value for the City. Both Interwest Consulting Group, Inc. and Epic Land Solutions have established an efficient history of work on different City projects under various On -Call Agreements for their respective services. FISCAL IMPACT There is no fiscal impact at this time. The Public Works Agency will follow the established on -call services process during the FY 2024-2027 contractual term for requesting necessary fiscal review and authorization. Prior to utilizing the on -call services for any of these future task orders, PWA staff must receive Finance and Management Services Agency approval of funding and project activities to be used to ensure funds are available under the authorization limit of $250,000. 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. Funds will be budgeted and available for expenditure for the remaining FY 2023-24, and carried forward for consideration in future fiscal years within the Agreement terms in the following, and various other, Public Works Contract Services -Professional Accounts: Division Account City Facilities License Agreement 01117605-62300 Traffic and Transportation Engineering 01117620-62300 Traffic Signal Maintenance 02917620-62300 Sanitary Sewer Enterprise 05417647-62300 Sanitary Sewer Enterprise 05517660-62300 Sanitary Sewer Enterprise 05617640-62300 Fed Clean Water Protection 05717640-62300 Residential Street Improvement 05817660-62300 Water Enterprise 06017645-62300 Water Enterprise 06617647-62300 Construction Engineering 08617611-62300 Design Engineering 08617612-62300 Traffic Engineering 08617620-62300 Administrative Services 10117601-62300 Development Engineering 10117605-62300 CIP Project Funding Various Street Lights Maintenance 01117630-62300 Roadway Marking/Signs 01117625-62300 Graffiti Abatement Program 01117642-62300 City Council 15 — 2 9/19/2023 Agreements for On -Call September 19, 2023 Page 3 Right -of -Way Coordination Services Street Trees 01117643-62300 Sidewalks 01117626-62300 Environment/Sanitation 06817640-62300 Roadway Cleaning 06817641-62300 Median Landscaping 02917635-62300 Roadway Maintenance 02917660-62300 PWA Right of Way 01117622-62300 EXHIBIT(S) 1. RFP #22-150 On -Call Right -of -Way Coordinator 2. Agreement with Interwest Consulting Group, Inc. 3. Agreement with Epic Land Solutions, Inc. Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager City Council 15 — 3 9/19/2023 EXHIBIT 1 REQUEST FOR PROPOSALS (RFP) FOR ON -CALL RIGHT OF WAY COORDINATOR RFP NO.: 22-150 CITY OF SANTA ANA Public Works Agency 20 Civic Center Plaza, M-36 Santa Ana, CA 92701 Hayley Gilbert Project Manager (714) 647-5059 Office HGilbert(i�santa-ana.or$! Aooroved for Release: `�abil Saba, P.E. FOR': Executive Director Public Works Agency KEY RFP DATES (Subject to change at discretion of City): Issue Date: June 13, 2023 Deadline for Requests for Information: June 29, 2023 Proposal Due Date: July 6, 2023 at 2:00 p.m. PST Projected Award Date: August 15, 2023 City Council 15 — 4 9/19/2023 NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms for on -call Right of Way Coordinator. Responses to this Request for Proposals (RFP) must be submitted electronically to the PlanetBids system no later than July 6, 2023 at 2:00 p.m. Proposals received after this date/ time will not be considered. It is the responsibility of the proposer to ensure that any proposals submitted have sufficient time to be received by the City of Santa Ana prior to this proposal due date and time. Additionally, it is a requirement that hard copy proposals be delivered to the Public Works Agency drop box located on the first floor of Ross Annex across from the Development Permit counter in an enclosed sealed envelope and marked clearlv with the to "SEALED PROPOSAL FOR ON -CALL RIGHT OF WAY COORDINATOR RFP NO.22-150 IN THE CITY OF SANTA ANA DO NOT OPEN WITH REGULAR MAIL." City of Santa Ana Attn.: Hayley Gilbert Public Works Agency; M-36 20 Civic Center Plaza; Ross Annex Santa Ana, CA 92701 Gentle note: staff will not timestamp or sign any hard copy deliveries as the electronic submittal by the deadline is suffice. For further instructions regarding hard copy submission of proposals, refer to PlanetBids. All notifications, requests for information, updates and addenda will be posted online on PlanetBids at hllps://www.planetbids.com/portal/portal.cfm?CompanyID=20137. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive qualification. City of Santa Ana RFP 22-150 City Council age 15 — 5 9/19/2023 TABLE OF CONTENTS I. INTRODUCTION / PROJECT DESCRIPTION 4 II. INSTRUCTIONS TO PROPOSERS 6 A. CITY RESPONSIBILITIES B. PROPOSER RESPONSIBILITIES C. REQUEST FOR INFORMATION OR CLARIFICATION D. ADDENDA E. LICENSES & PERMITS F. INSURANCE G. INFORMATION PACKET H. CITY RIGHT TO REJECT I. BID PROTESTS III. SUBMITTAL REQUIREMENTS 8 A. GENERAL B. PROPOSAL CONTENTS 1. STATEMENT OF QUALIFICATIONS 2. SCOPE OF SERVICES AND SCHEDULE 3. FEE PROPOSAL 4. CERTIFICATIONS IV. PROPOSAL REVIEW (CONSULTANT SELECTION) 10 A. EVALUATION AND RATING B. SELECTION V. CONTRACT AWARD 10 A. REQUEST FOR COUNCIL ACTION B. EXECUTION OF AGREEMENT VI. IMPLEMENTATION 10 A. KICK-OFF MEETING B. NOTICE TO PROCEED VII. PUBLIC RECORDS 11 VIII. APPENDIX ATTACHMENT 1: SCOPE OF WORK ATTACHMENT 2: AGREEMENT ATTACHMENT 3: CERTIFICATION City of Santa Ana RFP 22-150 City Council age 15 — 6 9/19/2023 0 A I. INTRODUCTION / PROJECT DESCRIPTION Nature of Work: The City of Santa Ana is seeking a qualified On -Call Right of Way Coordinating firm for the City of Santa Ana Public Works Agency on an as -needed basis. Number of Proposals and Sing ature: Five (5) hard copies are required to accompany an electronic submittal of the complete proposal package on PlanetBids. One of the hard copies shall be marked as "ORIGINAL" and be signed by a company official with the power to bind the company, and submitted to the City of Santa Ana. Please be explicit in identifying the appropriate person with legal authority to bind the company. The Statement of Qualifications shall be limited to a maximum of (10) double -sided pages (excluding front and back covers, section dividers and attachments such as resumes, forms). Font size shall be minimum 11-point Arial. Proposal exhibits shall be maximum 11" x 17". Proposal Evaluation and Rating; The criteria for evaluating the RFP submitted will take the following items into consideration: • Firm/Team Experience 25% • Understanding of Need 30% • Relevant Project Experience 30% • Schedule of Delivery 10% • References 5% The City has established a proposal review committee to evaluate proposers based on the response to this RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth above. A final score will be calculated for each submitted proposal and used to rank the proposers. Project Funding_ Funding sources for each project may vary and shall comply with the funding agency's requirements. Special conditions may apply. Refer to Attachment 1 (Scope of Work) in the Appendix of this RFP. City of Santa Ana RFP 22-150 City Council age 15 — 7 9/19/2023 0. SA yP4 4i y U c 1P 9L♦p ogP Term of Contract Agreement: The term of these contracts shall be for three years with a City option for one (1) two (2) year extension period. This term is outlined in the Standard Consultant Agreement, as contained in the Appendix of this REP as Attachment 2. City of Santa Ana RFP 22-150 City Council age 15 — 8 9/19/2023 II. INSTRUCTIONS TO PROPOSERS A. CITY RESPONSIBILITIES The City will provide information in its possession relevant to preparation of required information in this RFP. The City will provide only the staff assistance and documentation specifically referred to herein. B. PROPOSER RESPONSIBILITIES Point of Contact: The selected proposer will assume responsibilities for all services in its proposal. The selected proposer shall identify a sole point of contact with the greatest knowledge concerning the required service operations and contractual matters, including payment of all charges resulting from the Agreement. Contact information such as email and phone number must be included into the proposal. Evidence of Financial Capacity: Proposer may be requested to submit its most recent audited financial statement, evidencing proposer's financial capacity to fully perform the required services, including provision of equipment and personnel expenses over a ninety (90) day period. If said financial statement does not reflect full ninety (90) day operational capacity, proposer may include a letter of credit as evidence of supplemental capacity. C. REQUEST FOR INFORMATION OR CLARIFICATION All questions or requested clarifications shall be made only in writing to the Q&A section located in PlanetBids no fewer than five (5) calendar days prior to the date and time set for opening of proposals. No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP. D. ADDENDA Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on PlanetBids at https://www.planetbids.com/portal/portal.cfm?CoMPMID=20137 as set forth in the Notice Inviting Proposals. Addenda shall become part of the agreement documents. E. LICENSES & PERMITS The selected proposer shall be required to obtain a City of Santa Ana Business license within ten (10) business days of selection and must provide a copy to the City's project manager or designee prior to commencing any work in Santa Ana. Additionally, Proposer will be responsible for obtaining any licenses/permits required by the Scope of Work. City of Santa Ana RFP 22-150 City Council age 15 — 9 9/19/2023 F. INSURANCE The Selected Proposer shall provide the required evidence of insurance coverage as set forth in the Scope of Work within ten (10) business days after receipt of notice that the contract has been awarded. Failure to provide the required insurance certificates shall be cause for the annulment of the award and the forfeiture of the proposal guaranty. The City will provide the Selected Proposer with a "New Vendor Checklist", which outlines insurance requirements. G. PAYMENT INFORMATION PACKET The selected proposer shall return a completed payment information packet within ten (10) business days after the successful proposer has received notice that the contract has been awarded. H. PRE -PROPOSAL MEETING Should a pre -proposal meeting be scheduled, the date, time, and location is identified on the cover page of this RFP. The meeting will include discussion of the project scope and a question -and -answer session. It is highly recommended that the Proposer's key team members attend this meeting. Significant interpretations or clarifications will be addressed via addenda to this RFP, as described above in "Section D: Addenda." I. CITY RIGHT TO REJECT The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal. The City reserves the right to reject, replace, and approve any and all subcontractors. All subcontractor(s) shall be identified in response to this RFP. Subcontractors shall be the responsibility of the successful proposer and the City shall assume no liability of such subcontractors. J. BID PROTESTS Proposers with concerns or rebuttal of any staff determination of non -responsiveness or non- responsibility may submit, in writing within five (5) business days, to the Project Manager, any concerns regarding the RFP process or staff determination. Such writing shall be considered by the City Manager or her designated representative, and may be acted upon within five (5) business days. If no action is taken within such time, there shall be no change to the staff determination. The exercise by the Proposer of its right to submit written concerns shall be a condition precedent to seeking judicial review of any award of a contract hereunder. City of Santa Ana RFP 22-150 City Council age 15 — 10 9/19/2023 III. SUBMITTAL REQUIREMENTS A. GENERAL 1. The number of Proposal Copies and signature is specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION 2. Deadline: Proposals are due to the City of Santa Ana at the date, time, and location specified in the Notice Inviting Proposals. B. PROPOSAL CONTENTS The proposal format and page limitation, if any, is specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION 1. STATEMENT OF QUALIFICATIONS a. Cover Letter: Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. b. Contract Agreement Statement: Proposal shall include a statement outlining your concurrence or concerns with any and all provisions contained in the Agreement attached herein as Attachment 2 in the Appendix. Firm and Team Experience: Proposal shall include a profile of the firm's experience. Include resumes of project team/sub-consultants that will be providing services which outline their technical and design experience. At a minimum, this should include the project manager/principal agent, associates in charge when project manager/principal agent is unavailable, key personnel, firm size, and an organization chart identifying only those who will perform work for the proposed project and the percentage of each individual's time devoted to this project. The project manager/principal agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited for an interview. City of Santa Ana RFP 22-150 City Council age 15 —11 9/19/2023 d. Understanding of Need: Proposal shall include an outline which demonstrates the firm's understanding of the work. This outline should include anticipated approach, tasks necessary for successful completion, deliverables, and suggestions or special concerns that the City should be made aware of. Identify any assumptions and/or exclusions used in preparation of the scope of work and associated fee estimate. Relevant Project Experience: Proposal shall include a list of relevant projects, which your firm or personnel have completed within the last 5 years, including significant work with public agencies. Project information should include project description, project location, year completed, client name and contact information, and name of consultant project manager. City of Santa Ana staff may conduct site visits at select projects. f. Schedule of Delivery: Proposal shall detail the work phases to be completed, the tasks to be accomplished and the deliverables to be provided in order to satisfy the Scope of Work, including the time required to complete each task. g. References: Proposals shall include a listing of relevant projects with references for three public entities with valid current emails for which Proposer has performed similar work within the past five (5) years. 2. SCOPE OF SERVICES AND SCHEDULE: Proposal shall include a Scope of Services and Schedule which details the work phases to be completed, the tasks to be accomplished, the deliverables to be provided, and the schedule / timeline to complete the project, based upon the requested Scope of Work detailed in Attachment I of this RFP. 3. FEE PROPOSAL: The fee proposal shall be submitted separate and concurrently with the technical proposal, both submitted electronically in PlanetBids and as a hard copy in a separately sealed envelope, clearly labeled as "Fee Proposal." This shall include the firm's Standard Hourly Fee Schedule, a table outlining the tasks and team hourly effort for each of the major tasks, and a Project Fee Schedule as outlined in the Scope of Work. The fee proposal will not be opened until the proposals have been evaluated by the proposal selection committee. The City will select the consultant based on qualifications, and then negotiate a contract price based on available funding. City of Santa Ana RFP 22-150 City Council age 15 — 12 9/19/2023 4. CERTIFICATIONS: The following forms shall be signed and included as part of the proposal submittal package: • Attachment 3-1: Non -Collusion Affidavit • Attachment 3-2: Non -Lobbying Certification • Attachment 3-3: Non -Discrimination Certification IV. PROPOSAL REVIEW (CONSULTANT SELECTION) A. EVALUATION AND RATING The criteria for evaluating the proposals are specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION. B. SELECTION The selection committee will be comprised of at least (3) City staff from multiple departments. The committee may interview the top ranking proposers. The City will recommend award of contracts to the proposers who will provide the best value to the City. The City reserves the right to begin negotiations and enter into a contract without interview or further discussions. V. CONTRACT AWARD A. REQUEST FOR COUNCIL ACTION Following evaluation and rating by the proposal review committee and acceptance from Funding agency following financial audit, the Project Manager will recommend award contracts to the three top-ranking proposers that will provide the best value to the City. B. EXECUTION OF AGREEMENT The Scope of Services, Schedule, and Fees submitted in the proposal will be the basis of any negotiation of final terms, which will lead to a completed agreement ready for execution based on the standard Agreement attached herein as Attachment 2 in the Appendix. VI. IMPLEMENTATION A. KICK-OFF MEETING A kick-off meeting will be held after award of contracts. Consultants and their team will meet with City of Santa Ana staff to conduct introductions, discuss scope of services, and implementation processes. City of Santa Ana RFP 22-150 City Council age 15 — 13 9/19/2023 B. NOTICE TO PROCEED Prior to issuance of a formal Notice to Proceed (NTP), Consultants shall provide all required bonds, insurance documents, and contents of the Information Packet for review and approval by the City. For "On -Call" contracts, individual City Project Managers will request project/task specific proposals from Consultants on an as -needed basis. Proposals will then be evaluated by City staff and written NTPs will be issued accordingly per each task order. VIL PUBLIC RECORDS All data, documents and other products used, developed, or produced during response preparation of this RFP will become property of the City. All responses to this RFP shall become property of the City. Proposer information identified as proprietary information be maintained confidential, to the extent allowed under the California Public Records Act. Proposals will become public record after award of contract. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. City of Santa Ana RFP 22-150 City Council age 15 — 14 9/19/2023 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL RIGHT OF WAY COORDINATOR RFP NO.22-150 INTRODUCTION The City of Santa Ana is issuing this Request for Proposals (RFP) to seek a qualified Right -of - Way Consultant to provide right-of-way coordinating services for the City of Santa Ana Public Works Agency on an as -needed basis. From the proposals received, it is the City's goal to select one firm to enter into agreement for a not to exceed amount of $XXX,XXX. Minimum Qualifications: Consultant qualifications 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. Description of Work: Consultant under contract with the City of Santa Ana will provide support and services to City of Santa Ana staff or their designee on an as -needed basis. The Consultant 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 not be limited to, the following: onsite review of the project area; review of existing records; conducting research and performing analysis; information gathering; negotiations; development of strategies. • 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 City of Santa Ana RFP 22-150 City Council age -15 — 15 9/19/2023 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. • The Consultant shall have a Quality Assurance/Quality Control (QA/QC) plan in effect during the entire time work is performed under the Agreement. The QA/QC plan is intended to ensure that the appraisals, maps, reports, plans, studies, estimates, agreements and other documents submitted under assigned Scope of Work are complete, accurate, checked, and proofread to meet professional standard practice requirements, and to monitor work for conformance with the appropriate standards and policies. 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. • Project files including copies of all correspondences, reports, documents, and electronic files shall be managed online to be shared among the City and various Consultants and update weekly. The schedule and/or status report shall be updated frequently. • 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 on such notification, the Consultant will proceed with the services required by the Agreement. SCOPE OF SERVICES Assist City staff overseeing all the right of way and real estate services. Ensuring all work will be performed in accordance with the public agency's policies and procedures and federal, state and local regulations. Consultant shall assign one staff as Project Coordinator managing and overseeing the following tasks including, but not limited to: • Administration of all right-of-way related consultant contracts including but not limited to: 1) Property appraisal; 2) Furniture, fixture and equipment appraisal; 3) Business goodwill appraisal; 4) Acquisition/relocation and property management services; and 5) City real estate properties. City of Santa Ana RFP 22-150 City Council age - 5 — 16 9/19/2023 • Prepare Weekly Project Summary Reports for review by City Legal Staff • Review consultant invoices and recommend payment to City • Review consultants schedule for acquisition/relocation and monitor progress. • Review relocation claim and monitor status of relocation and eviction efforts in accordance with the Uniform Relocation and Real Property Acquisition Act of 1970 (Uniform Act); the California Relocation Assistance and Real Property Acquisition Guidelines; CITY's Real Property Policies and Procedures and any other applicable regulations. • Review Title reports and identify pertinent information • Review and comment on real estate appraisals • Review and comment on improvements pertaining to realty, furniture, fixtures and equipment appraisals • Review and comment on loss of business goodwill appraisals • Review and comment on acquisition tasks such as offer packages • Monitor negotiations done by other consultants • Prepare documentation for administrative settlements • Provide Condemnation support • Monitor Demolition activities • Recommend amount of just compensation. The CITY shall make the final determination of just compensation. • Review title and escrow services necessary for the acquisition of real property, which include, but are not limited to, preliminary title reports, litigation guarantees, policies of title, title searches, document searches, document preparation, estimates of closing costs, escrow instructions, and other documents. • Review all documents for submission and delivery to escrow companies; review title and escrow documents; ensure that CITY is acquiring good title and/or the property rights needed for the completion of the PROJECT, free and clear of any and all encumbrances that may affect or hinder the development of future consideration; coordinate escrow closings and file all applicable forms and documents with the County Assessor's Office. • Coordinate and provide support to CITY legal staff to clear title, if necessary. • Advise CITY of any Preliminary Title Reports/Litigation Guaranties, determine title deficiencies, develop a plan to resolve and cure title deficiencies and clear liens and encumbrances. • Upon completion of Project, advise CITY of any Policy of Title insurance, American Land Title Association (ALTA) or California Land Title Association (CLTA) extended - coverage owner's policy based on the value of the property provided by CITY. • Review design plans, construction plans, appraisal, appraisal maps, legal descriptions, and if necessary, environmental site assessments. • Review and maintain a parcel negotiator's log (parcel diary) for each parcel. • Review the acquisition file for each property owner or property interest acquired, and maintain a file checklist pursuant to City's policies and procedures • Secure Agreements for Possession and Use, Right of Entries, and licenses or permits City of Santa Ana RFP 22-150 City Council age - 5 — 17 9/19/2023 from property owners for purposes of performing hazardous waste, archeological and other inspections. If needed, provide support to CITY legal staff. • Perform any other normal procedures and processes to implement the acquisition assignment and shall provide any other supporting information and/or correspondence required by CITY • Assist CITY in achieving California Department of Transportation (Caltrans) Right Of Way Certification. • Review existing leases, licenses, franchises, easements, permits and other agreements for the subject properties. • Establishment of right of way requirements for road widening projects • Review accuracy of Right of way mapping and legal descriptions • Review and comment on environmental studies to meet all applicable local, federal, and state laws, regulations, rules, and other requirements. • Review and comment on relocation plan, arrange for periodic circulation support in accordance with the Uniform Act, the California Relocation Assistance and Real Property Acquisition Guidelines, CITY's Real Property Policies and Procedures and any other applicable regulations. • Prepare documentation for Right of way disposition • Attend neighborhood and Council meetings, make public presentations to individuals and organizations and represent CITY in presentations and public hearing on all matters pertaining to the right of way process. • The overseeing Right of Way Coordinator shall be currently and validly licensed to practice the business of Real Estate in the State of California. The Proposal shall include the Right of Way Coordinator's Broker License Number as issued by the California Department of Consumer affairs Bureau of Real Estate. All right of way activities shall be in accordance with CITY's Real Property Policies and Procedures Manual, and Federal, State and local regulations • The Coordinator shall also have full time experience conducting same work as those required by this RFP for at least the past 5 years. • Prepare all necessary documents to the title and escrow companies for approval by CITY. CONSULTANT will be responsible for managing and monitoring the title and escrow companies to ensure timely delivery. • Market for sale properties via traditional and non-traditional methods • Coordinate Phase I Environmental Soil Assessment Reports and, if required, provide Phase II assessments, Hazardous Materials Disclosure Documents (HMDD) and Request to Acquire Contaminated Property (RACP) if required. • Advise for the submittal of any approval, certification or other similar document that any jurisdictional agency may require, and obtain approval/acceptance from said jurisdictional agency. • Advise in the preparation of the Informational Letter and Offer Letter • Maintain a Record of Negotiations documenting that all elements of the acquisition process and transactions were performed in accordance with applicable Federal, State, City of Santa Ana RFP 22-150 City Council age 15 — 18 9/19/2023 and local laws and regulations. • Provide bilingual acquisition agents as needed. • Assist CITY in Eminent Domain Support. If requested, CONSULTANT shall provide expert testimony in any court or administrative proceedings, and assist as required in legal matters as directed by CITY legal staff, especially in the litigation of cases for or against CITY, including but not limited to gathering of documents and information. • Responsible for coordinating the identification, relocation, protection, and abandonment of all utilities required by the PROJECT. • Set-up procedure to sell surplus property City of Santa Ana RFP 22-150 City Council age - 5 — 19 9/19/2023 Appendix ATTACHMENT 2 SAMPLE AGREEMENT THIS AGREEMENT is made and entered into on this day of , 20_ by and between ("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. The City desires to retain a Consultant having special skill and knowledge in the field of - On -Call Right of Way Coordinating Services. 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 Scope of Services - Exhibit A, attached hereto and incorporated by reference. 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 Compensation - Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $XXX,XXX. b. Payment by City shall be made within forty-five (45) days following receipt of proper Page 1 of 9 #19 ity Council 15 — 20 9/19/2023 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 [enter a Start Date or "the date first written above"] for a number (#) year term with the option for the City to grant up to a number (#)-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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 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 (Subject to revision per RMD requirements) Contractor 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 Contractor, his agents, representatives, employees or subcontractors. Page 2 of 9 #19 ity Council 15 — 21 9/19/2023 MINIMUM SCOPE 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 05 09 or 25 04 05 09) 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, covering 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. 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 Contractor's profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. 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 higher limits maintained by the contractor. 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 Contractor 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 Contractor'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 20 37 forms if later revisions used). Primary Coverage For any claims related to this contract, the Contractor's insurance coverage shall be primary insurance 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 Contractor'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. Page 3 of 9 #19 ity Council 15 — 22 9/19/2023 Waiver of Subrogation Contractor hereby grants to City a waiver of any right to subrogation which 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 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 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. 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: 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 Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. Verification of Coverage Contractor shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. 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. 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. Page 4 of 9 #19 ity Council 15 — 23 9/19/2023 7. 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 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 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 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. 8. 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. 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 Page 5 of 9 #19 ity Council 15 — 24 9/19/2023 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. 11. 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. 12. 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. 13. 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 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. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Page 6 of 9 #19 ity Council 15 — 25 9/19/2023 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 Contractors retained by City. 15. 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. 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. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. 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. Page 7 of 9 #19 ity Council 15 — 26 9/19/2023 19. 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: To Contractor: First & Last Name Title Consultant Firm Name Address City, State, Zip Fax: A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the Page 8 of 9 #19 ity Council 15 — 27 9/19/2023 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: Jennifer L. Hall Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: (name) (title) Page 9 of 9 #19 ity Council 15 — 28 9/19/2023 EXHIBIT A SCOPE OF SERVICES City Council 15 — 29 9/19/2023 EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable City Council 15 — 30 9/19/2023 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 that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and sworn to (or affirmed) before me on this day of , 20, by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal City Council City of Santa A16 P_F31 9/19/2023 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 Signed and Printed Name: Title Date City Council City of Santa A16I_F$2 9/19/2023 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 City Council City of Santa A16 RF33 9/19/2023 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. 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: Firm: Date: City Council City of Santa A16 RF34 9/19/2023 Page A3-4 EXHIBIT 2 CONSULTANT AGREEMENT BETWEEN INTERWEST CONSULTING GROUP, INC. AND THE CITY OF SANTA FOR ON -CALL RIGHT-OF-WAY SERVICES THIS AGREEMENT is made and entered into on this 191h day of September, 2023 by and between Interwest Consulting Group, 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. The City desires to retain a Consultant having special skill and knowledge in the field of on -call right-of-way services. B. Consultant represents that it 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 On an as -needed 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. 22-150 and attached as Exhibit A, and as further 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 services performed under the Agreement at the rates and charges identified in Exhibit C, which is attached hereto and incorporated in full. Consultant is one of two consultants selected to provide on -call right-of-way services. The total aggregate amount, among the two consultants, shall not exceed the shared aggregate amount of $250,000 annually during the term of this agreement, including any extension periods. 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. City Council 15 — 35 9/19/2023 3. TERM This Agreement shall commence on the date first written above for a (3) year term with the option for the City to grant up to a one (1) two (2)-year renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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 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. For the avoidance of doubt, nothing in this Agreement shall be understood to grant City rights to pre-existing intellectual property of Consultant, including Consultant software and licensed software, or to any improvements thereto. 6. INSURANCE Except with respect to Workers' Compensation coverage, Consultant 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 Consultant, his agents, representatives, employees or subcontractors. City Council 15 — 36 9/19/2023 MINIMUM SCOPE 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 $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 StatutoryLimits, 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 appropriates to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim. 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 1185 or bothCG 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 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 state that coverage shall not be canceled, except with notice to the City. City Council 15 — 37 9/19/2023 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 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. 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. 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 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, 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, to the extent that they 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 City Council 15 — 38 9/19/2023 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 to the extent that they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. 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. Consultant shall have no liability arising from the use of any Work Product for any purpose or on any project other than that for which it was produced. 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 15 — 39 9/19/2023 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 interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. 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. 13. 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. 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, which shall not be unreasonably delayed or withheld, 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. City Council 15 — 40 9/19/2023 15. 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. 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. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. 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. 19. 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: City Council 15 — 41 9/19/2023 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, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-36) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Interwest Consulting Group, Inc. Marcie Jorgensen, Director of Real Estate 1 Jenner, Suite 160 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. 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 shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement. City Council 15 — 42 9/19/2023 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: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Jose Montoya Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba, P.E. Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: Paul Meschino President City Council 15 — 43 9/19/2023 EXHIBIT A City Council 15 — 44 9/19/2023 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL RIGHT OF WAY COORDINATOR RFP NO.22-150 INTRODUCTION The City of Santa Ana is issuing this Request for Proposals (RFP) to seek a qualified Right -of - Way Consultant to provide right-of-way coordinating services for the City of Santa Ana Public Works Agency on an as -needed basis. From the proposals received, it is the City's goal to select one firm to enter into agreement for a not to exceed amount of $XXX,XXX. Minimum Qualifications: Consultant qualifications 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. Description of Work: Consultant under contract with the City of Santa Ana will provide support and services to City of Santa Ana staff or their designee on an as -needed basis. The Consultant 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 not be limited to, the following: onsite review of the project area; review of existing records; conducting research and performing analysis; information gathering; negotiations; development of strategies. • 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 City of Santa Ana RFP 22-150 City Council age -15 — 45 9/19/2023 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. • The Consultant shall have a Quality Assurance/Quality Control (QA/QC) plan in effect during the entire time work is performed under the Agreement. The QA/QC plan is intended to ensure that the appraisals, maps, reports, plans, studies, estimates, agreements and other documents submitted under assigned Scope of Work are complete, accurate, checked, and proofread to meet professional standard practice requirements, and to monitor work for conformance with the appropriate standards and policies. 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. • Project files including copies of all correspondences, reports, documents, and electronic files shall be managed online to be shared among the City and various Consultants and update weekly. The schedule and/or status report shall be updated frequently. • 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 on such notification, the Consultant will proceed with the services required by the Agreement. SCOPE OF SERVICES Assist City staff overseeing all the right of way and real estate services. Ensuring all work will be performed in accordance with the public agency's policies and procedures and federal, state and local regulations. Consultant shall assign one staff as Project Coordinator managing and overseeing the following tasks including, but not limited to: • Administration of all right-of-way related consultant contracts including but not limited to: 1) Property appraisal; 2) Furniture, fixture and equipment appraisal; 3) Business goodwill appraisal; 4) Acquisition/relocation and property management services; and 5) City real estate properties. City of Santa Ana RFP 22-150 City Council age - 5 — 46 9/19/2023 • Prepare Weekly Project Summary Reports for review by City Legal Staff • Review consultant invoices and recommend payment to City • Review consultants schedule for acquisition/relocation and monitor progress. • Review relocation claim and monitor status of relocation and eviction efforts in accordance with the Uniform Relocation and Real Property Acquisition Act of 1970 (Uniform Act); the California Relocation Assistance and Real Property Acquisition Guidelines; CITY's Real Property Policies and Procedures and any other applicable regulations. • Review Title reports and identify pertinent information • Review and comment on real estate appraisals • Review and comment on improvements pertaining to realty, furniture, fixtures and equipment appraisals • Review and comment on loss of business goodwill appraisals • Review and comment on acquisition tasks such as offer packages • Monitor negotiations done by other consultants • Prepare documentation for administrative settlements • Provide Condemnation support • Monitor Demolition activities • Recommend amount of just compensation. The CITY shall make the final determination of just compensation. • Review title and escrow services necessary for the acquisition of real property, which include, but are not limited to, preliminary title reports, litigation guarantees, policies of title, title searches, document searches, document preparation, estimates of closing costs, escrow instructions, and other documents. • Review all documents for submission and delivery to escrow companies; review title and escrow documents; ensure that CITY is acquiring good title and/or the property rights needed for the completion of the PROJECT, free and clear of any and all encumbrances that may affect or hinder the development of future consideration; coordinate escrow closings and file all applicable forms and documents with the County Assessor's Office. • Coordinate and provide support to CITY legal staff to clear title, if necessary. • Advise CITY of any Preliminary Title Reports/Litigation Guaranties, determine title deficiencies, develop a plan to resolve and cure title deficiencies and clear liens and encumbrances. • Upon completion of Project, advise CITY of any Policy of Title insurance, American Land Title Association (ALTA) or California Land Title Association (CLTA) extended - coverage owner's policy based on the value of the property provided by CITY. • Review design plans, construction plans, appraisal, appraisal maps, legal descriptions, and if necessary, environmental site assessments. • Review and maintain a parcel negotiator's log (parcel diary) for each parcel. • Review the acquisition file for each property owner or property interest acquired, and maintain a file checklist pursuant to City's policies and procedures • Secure Agreements for Possession and Use, Right of Entries, and licenses or permits City of Santa Ana RFP 22-150 City Council age - 5 — 47 9/19/2023 from property owners for purposes of performing hazardous waste, archeological and other inspections. If needed, provide support to CITY legal staff. • Perform any other normal procedures and processes to implement the acquisition assignment and shall provide any other supporting information and/or correspondence required by CITY • Assist CITY in achieving California Department of Transportation (Caltrans) Right Of Way Certification. • Review existing leases, licenses, franchises, easements, permits and other agreements for the subject properties. • Establishment of right of way requirements for road widening projects • Review accuracy of Right of way mapping and legal descriptions • Review and comment on environmental studies to meet all applicable local, federal, and state laws, regulations, rules, and other requirements. • Review and comment on relocation plan, arrange for periodic circulation support in accordance with the Uniform Act, the California Relocation Assistance and Real Property Acquisition Guidelines, CITY's Real Property Policies and Procedures and any other applicable regulations. • Prepare documentation for Right of way disposition • Attend neighborhood and Council meetings, make public presentations to individuals and organizations and represent CITY in presentations and public hearing on all matters pertaining to the right of way process. • The overseeing Right of Way Coordinator shall be currently and validly licensed to practice the business of Real Estate in the State of California. The Proposal shall include the Right of Way Coordinator's Broker License Number as issued by the California Department of Consumer affairs Bureau of Real Estate. All right of way activities shall be in accordance with CITY's Real Property Policies and Procedures Manual, and Federal, State and local regulations • The Coordinator shall also have full time experience conducting same work as those required by this RFP for at least the past 5 years. • Prepare all necessary documents to the title and escrow companies for approval by CITY. CONSULTANT will be responsible for managing and monitoring the title and escrow companies to ensure timely delivery. • Market for sale properties via traditional and non-traditional methods • Coordinate Phase I Environmental Soil Assessment Reports and, if required, provide Phase II assessments, Hazardous Materials Disclosure Documents (HMDD) and Request to Acquire Contaminated Property (RACP) if required. • Advise for the submittal of any approval, certification or other similar document that any jurisdictional agency may require, and obtain approval/acceptance from said jurisdictional agency. • Advise in the preparation of the Informational Letter and Offer Letter • Maintain a Record of Negotiations documenting that all elements of the acquisition process and transactions were performed in accordance with applicable Federal, State, City of Santa Ana RFP 22-150 City Council age 15 — 48 9/19/2023 and local laws and regulations. • Provide bilingual acquisition agents as needed. • Assist CITY in Eminent Domain Support. If requested, CONSULTANT shall provide expert testimony in any court or administrative proceedings, and assist as required in legal matters as directed by CITY legal staff, especially in the litigation of cases for or against CITY, including but not limited to gathering of documents and information. • Responsible for coordinating the identification, relocation, protection, and abandonment of all utilities required by the PROJECT. • Set-up procedure to sell surplus property City of Santa Ana RFP 22-150 City Council age - 5 — 49 9/19/2023 EXHIBIT B City Council 15 — 50 9/19/2023 CITY OF SANTA ANA PROPOSAL FOR ON -CALL RIGHT ^u WAY COORDINATOR RFP NO. 22-150 MAY 29, 2023 0 1w INTERWEST A SAFEIDuRr t4MPANY 01 COVER LETTER 02 EXECUTIVE SUMMARY 03 FIRM AND TEAM EXPERIENCE 05 UNDERSTANDING OF NEED 07 RELEVANT PROJECT EXPERIENCE F-1 10 REFERENCES 10 REFERENCE TO FEE PROPOSAL 11 SCOPE OF SERVICES / SCHEDULE 18 RESUME 20 EXCEPTIONS/CERTIFICATIONS L City Council 15 — 51 9/19/2023 SCOPE OF SERVICES AND SCHEDULE SCOPE OF SERVICES AND SCHEDULE SCOPE OF WORK Interwest provides exceptional project coordination services to ensure the successful implementation and completion of public agency projects. Jeremy Miller will provide a thorough and calculated effort as right of way coordinator. These services include: directing, monitoring and overseeing the delivery of services performed by City consultants; reviewing and approving consultant invoices and supporting documentation to ensure all work was performed as prescribed; representing the public agency at public meetings, hearings and litigation matters, as requested; preparing tracking reports to monitor the completion of project milestones and individual case progress; and implementing and maintaining a quality control program to ensure that work performed meets the requirements established by the City. Our approach to any City assignment is to serve as more than just your consultant. Throughout our working relationship, we consider ourselves to be a part of your team, equally invested in your goals and objectives and working collaboratively with your staff and stakeholders on a daily basis. Specifically, Jeremy will: Offer a level of expertise to address the existing project delays and provide effective solutions that lead to positive results. Direct the acceleration of the acquisition and relocation processes by implementing mutually agreed upon strategies to avoid clearance delays. Provide expert risk assessment on problem parcels to provide cost-effective solutions in order to close escrow or provide clearance for construction. Prepare a detailed scope of work for complex appraisal assignments to ensure that the appraiser receives the appropriate direction. Below is an overview of our typical scope of work for the requested services; this scope will be refined with each assigned project and is provided only to demonstrate our understanding of the City's requirements. Droject Coordination and Management Meetings. Attend meetings with the City and consultants. Meeting minutes, agendas and reports are provided and distributed as directed by City. Status Reports. Provide and maintain title, appraisal, acquisition, relocation and property management status reports for all project personnel to access. Consultant Management. Provide management and coordination of services for all consultants. Monitor and Control Budget Expenditures. Prepare, monitor and track project budget expenditures and assist the City with funding reimbursements. Escrow Coordination. Provide coordination services with the selected escrow company, including ordering preliminary title reports, litigation guarantees (if required), opening escrows and facilitating escrows for acquisition of the subject property and the replacement property. Schedules. Prepare and provide the City with project schedules, as needed. Quality Control Management. Provide quality control management for all assignments, including coordinating efforts with the City and consultants to ensure successful and compliant projects. Project Close -Out. Provide the services required to finalize and close out projects according to City directives. City Council 15 — 52 9/19/2023 PAGE 11 1 ON -CALL RIGHT OF WAY COORDINATOF SCOPE OF SERVICES AND SCHEDULE Title SPrvir.P- Preliminary Title Reports. Order and monitor the completion of preliminary title reports and receipt of supporting documents. At a minimum, title reports produced for each parcel establish legal owners and all valid liens, encumbrances and easements of record. In addition, we complete a title report summary and distribute a copy of it to the City and City attorney's office. Litigation Guarantees. As directed by the City attorney's office, we order litigation guarantees identifying the legal owners and all interests affected in the proposed litigation. Copies of the report are placed in the City file with a copy distributed to the City attorney's office. Phase I and II ESA and Demolition Asbestos Survey Phase I Environmental Site Assessment Survey. Coordinate a Phase I study to be performed in compliance with the standard practices of the American Society for Testing and Materials (ASTM) Phase I ESA Process (Standard: E 1527-00). Monitor to ensure: attempts are made to interview the existing and former owners of the properties; a visual survey of the site and adjacent sites is completed; efforts are undertaken to contact local government officials about conditions in connection with the property; a review of site and area land use history is completed; and a review of the site area for geology and subsurface/surface potential for pollutant transport from public sources is done. Review the complete report to ensure that it contains the appropriate content. Copies are distributed to the City, City attorney and property management consultant, as required. Phase II Environmental Site Assessment Survey. With City staff, review the Phase I ESA to determine a need for a Phase II ESA survey. If necessary, coordinate the completion of a Phase II ESA. Upon receipt of the Phase II report, prepare a recommendation for additional environmental analysis, if required. Distribute the Environmental Site Report and any written recommendations to the City. Demolition Asbestos and Follow -Up Surveys. Coordinate with the property management consultant on the completion of asbestos and lead surveys. Assist with the distribution of these reports to applicable consultants and perform any follow-up inspections before the beginning the demolition process. Public Meetings Public Information Hearing. Facilitate and or conduct public meetings, as required by the City, to address acquisition, relocation and related right of way issues. Annraisal Facilitate. Coordinate the distribution of appraisal assignments using City -approved appraisers. Prepare request for proposals to obtain bids for assignments. Coordinate. Meet with selected appraisers to review and discuss the Uniform Standards of Professional Appraisal Practice (USPAP), the Uniform Act and Title 25 California Code of Regulations. Determine with the City what types of reports are required and the required written notice of inspection to the owner. In all cases a complete appraisal is required. The format and level of documentation for an appraisal report depend on the complexity of the appraisal problem. Complex property assignments are to be reported in a self-contained, narrative format. A summary report, in conformance with USPAP Standards Rule 2-2(b) is permitted in cases, which, by virtue of their low value or simplicity, do not require the in-depth analysis and presentation necessary in a self-contained appraisal report. Complete Appraisal Summary Statement. Obtain appraisals prepared in accordance with California law and USPAP. Reports are then date stamped, recorded and properly dispersed. Review appraisal reports and appraisal summary statement to be sure they comply with applicable regulations. City Council 15 — 53 9/19/2023 PAGE 12 1 ON -CALL RIGHT OF WAY COORDINATOF SCOPE OF SERVICES AND SCHEDULE Tenant -Owned Improvements. Coordinate and review the completeness and accuracy of furniture, fixtures and equipment (FF&E) appraisals. During the initial appraisal process, coordinate with fee appraiser, FF&E appraiser, fee owner and tenant identification and ownership of tenant -owned improvements. If necessary, specialty appraisals are ordered and a copy is submitted to the appraiser for inclusion in the appraisal and appraisal review analyses. Hppraisai RuviumabLdwishment of Just Compensatioi Appraisal Review. If federal funding is involved, coordinate and obtain reviews of the appraisals referenced above in accordance with the Uniform Appraisal Standards for Federal Land Acquisitions, other applicable federal, state and local laws, and USPAP. Just Compensation Coordination. Upon completion of the appraisal and, if applicable, the appraisal review, the completed reports are submitted to the City for review and establishment of Just Compensation. . -tl-. u.,. Uf Offer. .....uya,.� Parcel Files. Establish and maintain an accurate and complete working file for each parcel in a format approved by the City. Subsequent Review of Title Reports. Before the offer package is prepared, complete a second review of County Assessor information and title reports, paying particular attention to ownership, easement liens and encumbrances. Review Right of Way Drawings. Review project plans, becoming familiar with the project and its impact on the various properties. Verify information on the project plans, ensuring it corresponds with the legal descriptions, plans and appraisal reports. Offer Package. Prepare and/or review an offer package ensuring compliance with the City -approved format. At a minimum, the offer package will include a receipt form, offer letter, appraisal summary statement, acquisition brochure, Title VI information, tenant information statement and language translation (as applicable). Before final distribution to the acquisition agent, the complete offer package is submitted to the City attorney's office for approval. Acquisition/Negotiation on Full Acquisition Residential Parcels. Coordinate and track communications, negotiations, and consultant success via an approved tracking report. Offers to out -of -area owners are mailed Certified Return Receipt Requested. Acquisition/Negotiation on Full Acquisition Commercial Parcels. Monitor the acquisition function, including performing the necessary field assignments to acquire these parcels. Coordinate and track communications, negotiations, and consultant success via an approved tracking report. Offers to out -of -area owners are mailed Certified Return Receipt Requested. Administrative Settlement Proposal Recommendations. For unresolved cases, review and provide a written recommendation together with supporting documentation on all counter proposals submitted by the property owners to the City for review and approval or disapproval. City/Owner Liaison. Provide liaison duties between the City, consultants and property owners. Contact Documentation. Thoroughly document all contact among the acquisition consultant, property owner and/or their representative, indicating attendees, time and place of meetings. Documentation includes thorough diaries and copies of all correspondence and emails. Diaries are updated immediately after each contact, if possible, and retained in the permanent acquisition file. City Council 15 — 54 9/19/2023 PAGE 13 1 ON -CALL RIGHT OF WAY COORDINATOF SCOPE OF SERVICES AND SCHEDULE Relocation Assistanc( Prepare Relocation Plan. Complete and/or review relocation plans in accordance with applicable state guidelines, including, but not limited to: individual interview of potential displacements; identification of relocation needs and obstacles; and mitigation measures to support a successfully relocation assistance program. All California procedures for obtaining City Council adoptions of relocation plans are followed. Any deviation from this procedure must be approved by the City. Residential Relocation Packages. Prepare and/or review relocation packages in the City -approved format. At a minimum, the relocation package includes a receipt form, General Information Notice, relocation brochure, Title VI information, Certificate of Occupancy Statement and language translation statement. Before distribution to the relocation agent, the complete relocation package will be submitted to the City for approval. Relocation Oversight on Residential Displacements. Distribute relocation packages in accordance with City directives. Coordinate and track communications and progress through an approved tracking report. Purchase Price Differential or Rental Assistance Payment Entitlement. Review entitlement packages submitted to the City for approval. Packages should contain, but are not limited to: market data, selection of the most comparable properties, completion of necessary data forms and calculation of entitlements. Coordinate the approval of the relocation assistance entitlements and document the file accordingly. Moving Options. Review requested moving entitlements based on room count or, if necessary, moving bid estimates. Determine moving options, prepare moving agreements, obtain signatures, if required, and monitor moves. Prepare and Deliver Notices. Prepare or review residential entitlement letters, 90-Day Notices to Vacate and, if applicable, 60-day and 30-day letters. Relocation Advisory Assistance. Review advisory services being provided by consultants consisting of providing housing referrals, determining relocation needs, explaining benefits, performing housing inspections, providing transportation to displacees searching for replacement housing, providing counseling or advising of other sources of assistance that may be available. First -Level Appeals. Coordinate and handle first -level appeals, as necessary. Displacee Contact Documentation. Thoroughly document all contact with the displacee. Documentation includes thorough diaries and copies of all correspondence and emails. Relocation Payment Packages. Review claim packages and process and submit to the City for approval. File documentation is maintained to ensure compliance, audit and payment verifications. DUbIllUss MU1UUaL1U1i ASSISId11L;U Relocation Payment Eligibility. Determine or review the consultant's determination of eligibility for relocation payments by reviewing eligibility criteria and case data. Document whether the displacee is entitled to business relocation payments, including moving and related expenses, re-establishment payment and a site -search payment or in -lieu payment. Business Relocation Packages. Prepare or review relocation packages in the City -approved format. Relocation packages include a receipt form, General Information Notice, Notice of Eligibility, relocation brochure, Title VI information, Certificate of Occupancy Statement, language translation statement, and Loss of Goodwill Statement. Before distribution to the relocation agent, the complete package is submitted to the City for approval. Identify Displacee Needs. Review documentation in regards to displacee needs and issues. Be sure the consultant presents the relocation package and provides advisory assistance by explaining in detail the options for payment of reasonable moving expenses, re-establishment and site search reimbursements. City Council 15 — 55 9/19/2023 PAGE 14 1 ON -CALL RIGHT OF WAY COORDINATOF SCOPE OF SERVICES AND SCHEDULE Personal Property Inventory. Review the certified personal property inventory after the consultant finishes a site inspection and reviews the fee and FF&E appraisal. Review, verify and approve the compilation of a certified personal property inventory. This inventory should be signed by the business owner and relocation agent. Upon City concurrence, this information is used to obtain commercial moving bids. Replacement Site and Moving Assistance. Review the consultant's referral of replacement sites, moving bid estimates, moving options, selection of mover and planning of moves. Ensure that all items in the inventory are addressed in the move. If items are not moved or not included in moving bid (items which require mitigation or cannot be moved to replacement site due to zoning, housing codes or other restrictions, etc.), be sure that the consultant prepares Abandonment Certification and deducts reasonable moving costs, if necessary. Review Eligible Re -Establishment Expenses. Review expenses (e.g., improvements to the property, advertisements, unused license fees, increased operating costs, etc.) necessary and eligible as re-establishment expenses (not to exceed $25,000). Inspect the replacement property, cost estimates, verify the previous two years' expenses and income and project the next two years to assess whether increased operating costs will exist. Based on the decisions of the displacee and program guidelines, determine or verify eligibility for reimbursement. Ensure all items in the estimate are actually re-established. Abandoned Property. If the displacee decides not to relocate some personal property, verify that a bona fide attempt has been made to sell the items. Review the determination of eligibility for direct loss payment and compute the amount of payment. Notify of any items to be abandoned and ensure those items are not included in the moving cost estimate. Be sure Abandonment Certification is properly prepared with the displacee's signature along with a waiver to all rights in abandoned property. Site -Search Expenses. Ensure reasonable site -search expenses do not to exceed $1,000 under Title 25 compliance or $2,500 for federally funded projects. City/Business Owner Liaison. Provide liaison duties between the City and business owners. Contact Documentation. Thoroughly document all contact with the business owner and/or their representative, indicating attendees, time and place of meetings. Documentation includes thorough diaries and copies of all correspondence and emails. Diaries are updated immediately after each contact, if possible, and retained in the permanent acquisition file. tscrow L;ooraination Monitor Escrows. Coordinate with title companies and open escrows on all purchases. Monitor escrows, review all escrow documents, request funds from the City and ensure that the City receives title insurance policies in the amount of the purchase cost of the land and improvements and clear title to all properties acquired. Interwest will also provide multilingual (Spanish) services, as needed, for an efficient closing. Partial Acquisitions. Special attention will be paid to partial acquisitions due to the difficultly in obtaining partial release documents in a timely manner. At the City's request, Interwest will complete the entire escrow and work directly with the title company to obtain the necessary title policy. condemnation SiinDort Condemnation Assistance. Prepare necessary condemnation reports or paperwork for unsuccessful negotiations and provide pre -condemnation assistance and testimony for the City legal counsel. This includes: obtaining and reviewing litigation guarantees; listing the names and mailing addresses of the appropriate fee, leasehold and tenant owners; completing a summary sheet with recommendations for title issues; and making copies of the parcel file. Interwest also provides expert testimony services for appraisal, acquisition and relocation issues. City Council 15 — 56 9/19/2023 PAGE 15 1 ON -CALL RIGHT OF WAY COORDINATOR SCOPE OF SERVICES AND SCHEDULE D-nnPrty MannnPmPnt nvPrsinht Status Reports. Provide or coordinate bi-monthly status reports demonstrating critical milestones. Consultant Management. Provide management and coordination of property management services with the City and other consultants. Monitor and Control Budget Expenditures. Prepare, monitor and track project budget expenditures and assist the City with funding reimbursements. Demolition Oversigi - Demolition Project Management and Coordination. Assist with advertising for procurement and administration of demolition contracts in accordance with the City's policies and procedures for competitive bidding. Demolition Specification Bid Preparation. As directed by the City, assist in preparing separate specification bid packages that abatement and demolition contractors can use to provide a detailed cost estimate. This work will include site meetings with the contractors for the bid process, job walk and the preparation of an addendum for clarification of any questions about specification changes, if required. Asbestos Abatement Monitoring and Visual Clearances. Monitor the project during the abatement process. Collect all documentation obtained during the process and file in the City's post acquisition file. Demolition Supervision and Coordination. Provide adequate field supervision of demolition activities to ensure compliance with all City policies and procedures as well as all terms of the demolition contract. Project Reporting and Close -Out. Review and approve the demolition consultant's work and submit completion reports to the City recommending payment. rmmnlinnrP and nuality rnntrnl Project Responsibilities. As Right of Way Coordinator, Jeremy will be responsible for proper compliance and quality control on all right of way activities. This includes interpretation and implementation of applicable laws, regulations and policies, and assistance with resolving conflicts among administrative policies, departments and consultants. File Close -Out. Jeremy will audit all acquisition, relocation and post acquisition files to ensure compliance with applicable regulations. Corrective actions will be coordinated with the City and consultants. A tracking report will be generated showing the receipt of the consultant file, the consolidation and review date, comments regarding non-compliance, corrective action taken and the close-out date. City Council 15 — 57 9/19/2023 PAGE 16 1 ON -CALL RIGHT OF WAY COORDINATOF § / � U) f ± : _ Cl)E % _o k ° \ ) 5 }/ E 2 / § \ / \ f / 2 2 E O e e ƒ/ _ 5 0 E 0 - %= E/ 0 e / k \ \ : \ Co -� o E_ 0 m c E ) kƒ O O E ƒ/ a- \ E = m § / A / ƒ k % / \ \ _§ a ° 0 / \ -0 2 \ = \ \ § 2 0 m % 0 e E o = > c 0- _0 2 ( a)\ / 0 ƒ 2 « E •- 02 2 = 2 0 f 7 cƒ/ f R E 3 E o E > / =\ s n / / » ®= E / % E y = / _ 0 0 " @ o \ / Q \ \ \ \ / E 0- / 0 / \ 0) 5 R \ E / / « 2 _ % o m% _§ 2 \= 7 2 c= E-0 5\ / E \ k _0 o e : 2 e ° ° / + 2= ) o \ t_ \ o 0 e c.g % k E' 7 o \ 7 0 2 e o f e 0 E m e e\/ t= 9» F) 2 d o a° 2 7 = c o 0 0 0/ o o= I o o CO o= of O R F(D § k � % § m 2 ® \ U)E® I ? \ E \ E = 0 $ c 5= / E \ o / = / m E % .E _ E \ o / \£ / L 0- n \ 2 m 2 2 \ o 7 0° o( .§ 2 .2 £ 7 g\ _= 7 5= \ \ o E \ E o ) ° m S o 2 = 2 cn & § I 0 k E k § \ k\> k o / / 0\ o 0 o \ W e< U �\ I Z a oƒ o m/ E R � A A A A A A A A A A 0 .\ 0 < _ R 2 E f y / % f \ / m 7 2/ $ \ E \ *2 ) \ \ \ 2 m 0- ¢ k \ e § _0 2 ± g \ U) \ a)y 0\ 5 ¢ s a) f E o a)cm 9 7 / §« 7 \ o _/ n » ® \ / / k k E 7-F± O 2 2 0§ƒ) I o 3 O 2 2 n %.It'Council 15 -' 919 2023 EXHIBIT C City Council 15 — 59 9/19/2023 0 rw INTERWEST A SAFEIDuiff WMPAMY Interwest Consulting Group, Inc. 1 Jenner, Suite 160 Irvine, CA 92618 FEE PROPOSAL RATE SHEET RFP NO. 22-150 PROGRAM MANAGER/ ROW COORDINATOR JEREMY MILLER $150 / HOUR RIGHT OF WAY AGENT LOIS RODRIGUEZ $120 / HOUR LA I\ City Council 15 — 60 9/19/2023 EXHIBIT 3 CONSULTANT AGREEMENT BETWEEN EPIC LAND SOLUTIONS, INC. AND THE CITY OF SANTA FOR ON -CALL RIGHT-OF-WAY SERVICES THIS AGREEMENT is made and entered into on this 19th day of September, 2023 by and between Epic Land Solutions, 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. The City desires to retain a Consultant having special skill and knowledge in the field of on -call right-of-way services. B. Consultant represents that it 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 On an as -needed 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. 22-150 and attached as Exhibit A, and as further 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 services performed under the Agreement at the rates and charges identified in Exhibit C, which is attached hereto and incorporated in full. Consultant is one of two consultants selected to provide on -call right-of-way services. The total aggregate amount, among the two consultants, shall not exceed the shared aggregate amount of $250,000 annually during the term of this agreement, including any extension periods. 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. City Council 15 — 61 9/19/2023 3. TERM This Agreement shall commence on the date first written above for a (3) year term with the option for the City to grant up to a one (1) two (2)-year renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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 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. For the avoidance of doubt, nothing in this Agreement shall be understood to grant City rights to pre-existing intellectual property of Consultant, including Consultant software and licensed software, or to any improvements thereto. 6. INSURANCE Except with respect to Workers' Compensation coverage, Consultant 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 Consultant, his agents, representatives, employees or subcontractors. City Council 15 — 62 9/19/2023 MINIMUM SCOPE 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 $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 StatutoryLimits, 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 appropriates to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim. 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 1185 or bothCG 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 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 state that coverage shall not be canceled, except with notice to the City. City Council 15 — 63 9/19/2023 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 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. 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. 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 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, 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, to the extent that they 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 City Council 15 — 64 9/19/2023 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 to the extent that they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. 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. Consultant shall have no liability arising from the use of any Work Product for any purpose or on any project other than that for which it was produced. 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 15 — 65 9/19/2023 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 interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. 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. 13. 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. 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, which shall not be unreasonably delayed or withheld, 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. City Council 15 — 66 9/19/2023 15. 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. 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. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. 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. 19. 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: City Council 15 — 67 9/19/2023 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, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-36) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Epic Land Solutions, Inc. Eddie Quintero, Project Manager 1971 W 190th Street, Suite 200 Torrance, CA 90504 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this 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. City Council 15 — 68 9/19/2023 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: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney ,lose Montoya Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba, P.E. Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: FCa�eK Starr xare�smr.la�s rs, zoz3 u� Pon " Karen Starr Senior Vice President 9 City Council 15 — 69 9/19/2023 EXHIBIT A City Council 15 — 70 9/19/2023 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL RIGHT OF WAY COORDINATOR RFP NO. 22-150 INTRODUCTION The City of Santa Ana is issuing this Request for Proposals (RFP) to seek a qualified Right -of - Way Consultant to provide right-of-way coordinating services for the City of Santa Ana Public Works Agency on an as -needed basis. From the proposals received, it is the City's goal to select one firm to enter into agreement for a not to exceed amount of $XXX,XXX. Minimum Qualifications: Consultant qualifications 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. Description of Work: Consultant under contract with the City of Santa Ana will provide support and services to City of Santa Ana staff or their designee on an as -needed basis. The Consultant 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 not be limited to, the following: onsite review of the project area; review of existing records; conducting research and performing analysis; information gathering; negotiations; development of strategies. • 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 City of Santa Ana RFP 22-150 City Council age -15 — 71 9/19/2023 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. • The Consultant shall have a Quality Assurance/Quality Control (QA/QC) plan in effect during the entire time work is performed under the Agreement. The QA/QC plan is intended to ensure that the appraisals, maps, reports, plans, studies, estimates, agreements and other documents submitted under assigned Scope of Work are complete, accurate, checked, and proofread to meet professional standard practice requirements, and to monitor work for conformance with the appropriate standards and policies. 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. • Project files including copies of all correspondences, reports, documents, and electronic files shall be managed online to be shared among the City and various Consultants and update weekly. The schedule and/or status report shall be updated frequently. • 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 on such notification, the Consultant will proceed with the services required by the Agreement. SCOPE OF SERVICES Assist City staff overseeing all the right of way and real estate services. Ensuring all work will be performed in accordance with the public agency's policies and procedures and federal, state and local regulations. Consultant shall assign one staff as Project Coordinator managing and overseeing the following tasks including, but not limited to: • Administration of all right-of-way related consultant contracts including but not limited to: 1) Property appraisal; 2) Furniture, fixture and equipment appraisal; 3) Business goodwill appraisal; 4) Acquisition/relocation and property management services; and 5) City real estate properties. City of Santa Ana RFP 22-150 City Council age - 5 — 72 9/19/2023 • Prepare Weekly Project Summary Reports for review by City Legal Staff • Review consultant invoices and recommend payment to City • Review consultants schedule for acquisition/relocation and monitor progress. • Review relocation claim and monitor status of relocation and eviction efforts in accordance with the Uniform Relocation and Real Property Acquisition Act of 1970 (Uniform Act); the California Relocation Assistance and Real Property Acquisition Guidelines; CITY's Real Property Policies and Procedures and any other applicable regulations. • Review Title reports and identify pertinent information • Review and comment on real estate appraisals • Review and comment on improvements pertaining to realty, furniture, fixtures and equipment appraisals • Review and comment on loss of business goodwill appraisals • Review and comment on acquisition tasks such as offer packages • Monitor negotiations done by other consultants • Prepare documentation for administrative settlements • Provide Condemnation support • Monitor Demolition activities • Recommend amount of just compensation. The CITY shall make the final determination of just compensation. • Review title and escrow services necessary for the acquisition of real property, which include, but are not limited to, preliminary title reports, litigation guarantees, policies of title, title searches, document searches, document preparation, estimates of closing costs, escrow instructions, and other documents. • Review all documents for submission and delivery to escrow companies; review title and escrow documents; ensure that CITY is acquiring good title and/or the property rights needed for the completion of the PROJECT, free and clear of any and all encumbrances that may affect or hinder the development of future consideration; coordinate escrow closings and file all applicable forms and documents with the County Assessor's Office. • Coordinate and provide support to CITY legal staff to clear title, if necessary. • Advise CITY of any Preliminary Title Reports/Litigation Guaranties, determine title deficiencies, develop a plan to resolve and cure title deficiencies and clear liens and encumbrances. • Upon completion of Project, advise CITY of any Policy of Title insurance, American Land Title Association (ALTA) or California Land Title Association (CLTA) extended - coverage owner's policy based on the value of the property provided by CITY. • Review design plans, construction plans, appraisal, appraisal maps, legal descriptions, and if necessary, environmental site assessments. • Review and maintain a parcel negotiator's log (parcel diary) for each parcel. • Review the acquisition file for each property owner or property interest acquired, and maintain a file checklist pursuant to City's policies and procedures • Secure Agreements for Possession and Use, Right of Entries, and licenses or permits City of Santa Ana RFP 22-150 City Council age - 5 — 73 9/19/2023 from property owners for purposes of performing hazardous waste, archeological and other inspections. If needed, provide support to CITY legal staff. • Perform any other normal procedures and processes to implement the acquisition assignment and shall provide any other supporting information and/or correspondence required by CITY • Assist CITY in achieving California Department of Transportation (Caltrans) Right Of Way Certification. • Review existing leases, licenses, franchises, easements, permits and other agreements for the subject properties. • Establishment of right of way requirements for road widening projects • Review accuracy of Right of way mapping and legal descriptions • Review and comment on environmental studies to meet all applicable local, federal, and state laws, regulations, rules, and other requirements. • Review and comment on relocation plan, arrange for periodic circulation support in accordance with the Uniform Act, the California Relocation Assistance and Real Property Acquisition Guidelines, CITY's Real Property Policies and Procedures and any other applicable regulations. • Prepare documentation for Right of way disposition • Attend neighborhood and Council meetings, make public presentations to individuals and organizations and represent CITY in presentations and public hearing on all matters pertaining to the right of way process. • The overseeing Right of Way Coordinator shall be currently and validly licensed to practice the business of Real Estate in the State of California. The Proposal shall include the Right of Way Coordinator's Broker License Number as issued by the California Department of Consumer affairs Bureau of Real Estate. All right of way activities shall be in accordance with CITY's Real Property Policies and Procedures Manual, and Federal, State and local regulations • The Coordinator shall also have full time experience conducting same work as those required by this RFP for at least the past 5 years. • Prepare all necessary documents to the title and escrow companies for approval by CITY. CONSULTANT will be responsible for managing and monitoring the title and escrow companies to ensure timely delivery. • Market for sale properties via traditional and non-traditional methods • Coordinate Phase I Environmental Soil Assessment Reports and, if required, provide Phase II assessments, Hazardous Materials Disclosure Documents (HMDD) and Request to Acquire Contaminated Property (RACP) if required. • Advise for the submittal of any approval, certification or other similar document that any jurisdictional agency may require, and obtain approval/acceptance from said jurisdictional agency. • Advise in the preparation of the Informational Letter and Offer Letter • Maintain a Record of Negotiations documenting that all elements of the acquisition process and transactions were performed in accordance with applicable Federal, State, City of Santa Ana RFP 22-150 City Council age 15 — 74 9/19/2023 and local laws and regulations. • Provide bilingual acquisition agents as needed. • Assist CITY in Eminent Domain Support. If requested, CONSULTANT shall provide expert testimony in any court or administrative proceedings, and assist as required in legal matters as directed by CITY legal staff, especially in the litigation of cases for or against CITY, including but not limited to gathering of documents and information. • Responsible for coordinating the identification, relocation, protection, and abandonment of all utilities required by the PROJECT. • Set-up procedure to sell surplus property City of Santa Ana RFP 22-150 City Council age - 5 — 75 9/19/2023 EXHIBIT B City Council 15 — 76 9/19/2023 R� 1 Fr } 6 !AF! EPIC Land Solutions, Inc. Epic Land Solutions, Inc. - 1971 W 190th Street - Suite 200 - Torrance, CA 90504 - epicland.com City Council 15 — 77 9/19/2023 Epic Land Solutions, Inc. Proposal for City of Santa Ana — On -Call Right of Way Coordinator Understanding of Need, Scope of Work & Schedule The City of Santa Ana is seeking a qualified On -Call Right of Way Coordinating firm for the City's Public Works Agency projects on an as -needed basis. The Coordinating firm shall oversee all the right of way and real estate services for the City. Work may include real property appraisal, FF&E and Goodwill appraisal, acquisition, relocation, property management, surplus property sales, and Caltrans Right of Way Certification. The City is seeking a consultant to provide high -quality, professional services that comply with all applicable regulations, policies, procedures and standards for State and Federal Aid projects. The Coordinating firm is expected to carry out and complete assigned task orders in a responsible manner while collaborating with the City and other stakeholders. EPIC understands the term of this contract is determined to be three years with the City's option to extend the contract for an additional one (1) or two (2) years. Approach to Scope of Work Regardless of project funding, EPIC's approach always adheres to the Uniform Act and Caltrans Right of Way Manual and Local Assistance Procedures Manual (LAPM) guidelines. EPIC will perform all right of way coordination, relocation, and property management services in close coordination with the City and in accordance with county, state, and federal policies and procedures wherever applicable including Title VI of the Civil Rights Act of 1964, the Federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and the URA regulations that became effective in February 2005. Right of Way Acquisition Services This section outlines EPIC's description of the on -call right of way coordination services being proposed for this contract. It is EPIC's privilege to offer the following services to the City: Project Management Under the direction of Right of Way Coordinator/Project Manager, Eddie Quintero, will work closely with the City and its consultants to review project assignments and establish lines of communication, procedures and protocols, and will work to keep the team on track to reach goals. To track and manage ongoing right of way project tasks and budget, Eddie will: • Oversee all activities performed under the right of way contract. • Coordinate with any federal and state oversight agencies as directed by the City. • Ensure that all consultants have appropriate licenses for the scope of work. • Coordinate team, subconsultant, and client meetings. • Prepare and maintain a detailed project schedule and provide progress reports. • Coordinate with all stakeholders. • Maintain project files. • Develop and maintain a quality assurance/quality control plan. Title Examination Services Securing preliminary title reports quickly is very critical. At the time of Notice to Proceed, EPIC will obtain a Preliminary Title Report for the impacted parcels. These reports will provide information required by the appraiser when preparing the Just Compensation analysis. Title Services involve obtaining and reviewing title reports to verify ownership and identify any easements or encumbrances. One report will be obtained for contiguous parcels with the same owner. Updated preliminary title reports will be obtained as needed. Epic Land Solutions, Inc. I Creating Land Solutions for the Public Good City Council age 7 of T5 — 78 9/19/2023 Epic Land Solutions, Inc. Proposal for City of Santa Ana — On -Call Right of Way Coordinator Acquisition/Negotiation Services EPIC is responsible for the entire acquisition process. Property acquisition requires that EPIC negotiate with property owners or appointed representatives for the purchase of property rights in good faith. The property acquisition process is performed in close coordination with the City and in accordance with the Uniform Act whenever necessary. We expect to provide the following services and high degree of care for every acquisition negotiation: ► Offer Package Preparation: First, an Offer Package template is submitted to the City for quality review and approval. EPIC then prepares the Offer Package for each parcel based on the City - approved Just Compensation. Offer Packages may include an Offer Letter, Summary Statement of Just Compensation (appraisal summary), Acknowledgment Receipt, legal descriptions, plat maps, grant deeds and easements, Purchase Agreement and Title VI brochure. Caltrans projects require that a copy of the formal summary appraisal report be provided to the owner with the first written offer. ► Immediate Engagement with Owners: EPIC assigns one agent to be the primary point of contact for each property owner. As soon as possible, the agent present the written Offer Package to the impacted property owner or their authorized representative. Early interaction with the property owner saves time in negotiations after the offer is made. Agents will take the necessary time to advise property owners with detailed explanation of the property interest being acquired, the proposed construction detail as it affects the property, as well as the entire acquisition process. Agents will answer any questions or concerns the owners may have. P. Good Faith Negotiation: EPIC is aware of the sensitive nature of unwanted acquisitions from the point of view of affected property owners. For the remainder of the negotiation schedule will maintain close communication with property owners to establish a positive rapport and working relationship with the property owner to build trust and create an atmosphere in which successful negotiations can occur. Agents will make as many contacts with each owner as the City believes necessary to acquire the property or secure an easement. ► Reasonable Offer Timeline: Property owners are given reasonable time to consider the City's offer and present material relevant to value determination (generally a minimum of 30 days or three contacts). ► Tenant Consideration: Early in the process, EPIC will ascertain if property owners have tenants leasing their property. EPIC understands the relationship between a property owner and a tenant and the need to address all tenant concerns. At the owner's or tenant's request, EPIC will meet with the tenant to discuss the project and ways that the impact to the tenant can be mitigated. P. Diary Entries: Each contact with property owners and tenants is documented (including the date, place and names) and maintained in the parcel file throughout the negotiation process. ► Purchase Agreement Amendments: To minimize the impact of project on affected persons and help address and alleviate some of the owner and tenant concerns, EPIC can suggest amendments or special provisions to agreement language. EPIC will work closely with the City and the impacted property owner/tenants to determine which concessions can be made without adversely impacting the project construction and project costs. P. Recommendations and Counter -Offers: Review and consider counter-offers, make recommendations and obtain City approval before accepting the owner's counter offer or making a second counter offer. P. Innovative Final -Stage Negotiation: EPIC developed Summit Meetings as a highly successful approach to resolve issues and assist in avoiding eminent domain/ condemnation proceedings. EPIC sets up a meeting with all individuals who have project information and decision -making authority. Although the meeting can last several hours, we are usually able to reach agreement on all issues. ► Fair Settlement: It is one of EPIC's highest priorities to negotiate a fair, mutually agreeable Epic Land Solutions, Inc. I Creating Land Solutions for the Public Good City Council age 8 of T5 — 79 9/19/2023 Epic Land Solutions, Inc. Proposal for City of Santa Ana — On -Call Right of Way Coordinator settlement between the City and the property owner, resulting in escrow. Once an agreement has been reached, EPIC obtains the owner's signature, notarized when necessary. EPIC promptly transmits all executed documents on successfully negotiated parcels to City for acceptance and signature. We will then deliver purchase agreements to the title and escrow subconsultants and perform all title clearance. P. Legal Recourse: EPIC will continue negotiations with the property owners until every effort has been exhausted and it appears that the only remaining method of acquisition is through legal proceedings (i.e. a Recommendation for Condemnation). Rights of Entry and Encroachment Permits EPIC will guide the City to obtain any necessary Encroachment Permits or Rights of Entry permits from local public agencies if it is necessary to cross any property owned by the public agencies. These agreements will inform the property owner of the purpose and impact of each permit. Escrow/Closing Services Once EPIC has obtained the property owner and City's signature on acquisition agreement(s) we will open escrow and coordinate escrow requirements with property owner. We provide draft escrow instructions to the City for approval. EPIC will work with a third -party title company to perform title clearance. EPIC will review the Title Reports and work to ensure that the property can be conveyed to the City without any unacceptable liens, Covenants, Conditions, and Restrictions (CC&Rs) and other encumbrances. We coordinate payment between the Grantor, City and the Escrow Company. EPIC will obtain the City's signature on Certificates of Acceptance and all other necessary documentation such as recorded grant deeds and temporary construction easement deeds to convey title. At the close of the transaction, we obtain the final title policy, review closing statements and submit to City for approval and close escrow. Condemnation/Eminent Domain Support When negotiating for acquisitions, EPIC works to avoid eminent domain whenever possible. When a Recommendation for Condemnation becomes necessary, EPIC will prepare summary memos outlining efforts made and the reason(s) for impasse and work closely with the City's eminent domain counsel to begin eminent domain tasks. Caltrans Right of Way Certification All state and federally funded projects require Caltrans right of way certification. If needed, EPIC will work to obtain right of way certification which documents that real property interests have been secured, that the site will be vacated prior to construction, and that all right of way activities were conducted in accordance with applicable Caltrans policies and procedures. Relocation Assistance Services EPIC's project team prides itself on its ability to administer a relocation program that recognizes the delicate nature required when moving people from their homes or places of business. Being sensitive to displaced persons' concerns is not only beneficial to the project, but also goes a long way toward alleviating the very human, sometimes traumatic, reaction faced by property owners who are unexpectedly displaced. Our Relocation Advisory Assistance process follows: Relocation Occupant NOE and Acquisition File Close - Plan -+ Relocation -+ (FF E and � Plan Notices Process Goodwill) Out Epic Land Solutions, Inc. I Creating Land Solutions for the Public Good City Council age 9 of T5 - 80 9/19/2023 Epic Land Solutions, Inc. Proposal for City of Santa Ana — On -Call Right of Way Coordinator Draft Relocation Plan In accordance with URA and California Code of Regulations Title 25, § 6038, EPIC can prepare a Relocation Plan to analyze relocation options, anticipate all costs, outline the needs of residents, and outline plan for claim disbursements. The plan will verify the feasibility of anticipated relocations and forms an itemized project budget, including lodging, meal, transportation, and moving expenses. Occupant Interview & Notices Prepare the following notices and conduct an intake interview with each of the residential and non- residential occupants impacted in this project: ► General Information Notice (GIN) ► Business Interview Form (where applicable) ► Informational Brochure ► Certificate of Lawful Presence ► Notice of Eligibility (NOE)—Business Occupant ► 90-Day Notice to Vacate [required by federal law] ► 60/30-Day Notice to Vacate [per City's preference] The Relocation Specialist will meet personally with an authorized representative and explain the relocation assistance program and eligibility requirements for relocation payments to impacted property owners, business owners, and tenants. Agent will maintain a diary of relocation details and communications, capturing all salient conversations, discussions, emails, and other pertinent information with owners/representatives. Notice of Eligibility (NOE) and Relocation Process P. Relocation Advisory Assistance ► Identify replacement sites and provide referrals [minimum of two (2) written referrals] ► Move coordination [obtain minimum of two (2) quotes, including walk-throughs with occupant and contractor] ► Process claims for reimbursement to business occupants ► Vacancy inspection (Certificate of Abandonment) Acquisition (F&E and Loss of Business Goodwill appraisals) For any property improvements constructed by the Lessee and/or Business Occupants or Loss of Business Goodwill, EPIC will coordinate with qualified specialty appraisers. File Close -Out & Documentation Prepare final relocation package for submittal to the City to commence the process for document review and requesting of Relocation funds. Such package shall include all signed documents and original signatures of owners, diary, and other relevant relocation information. Such documentation shall be on the City's forms unless otherwise permitted. Epic Land Solutions, Inc. I Creating Land Solutions for the Public Good City Council age 10 of — 81 9/19/2023 Epic Land Solutions, Inc. Proposal for City of Santa Ana — On -Call Right of Way Coordinator Property Management & Maintenance Services EPIC is one of the only a few right of way consulting firms to offer full -service property management solutions specifically suited for property owned by public agencies. Our objectives are to maximize revenue, maintain safety and security, reduce maintenance costs, and minimize liability for our clients. Services include: Interim Property Management Services EPIC is prepared to handle interim property management activities as needed to manage properties acquired by the City. Tasks may include collection of lease payments, managing and maintaining licenses, leases, and rental agreements for acquired properties, pursuing collection of Focus on Revenue Capture Hazmat, Maintenance Demolition and & Clearance Inspections Full -Service Property Management 24/7 Point of Reporting Contact & Insights Long -Term Planning & Risk Management delinquent rents when necessary, setting up a client bank account and reconcile with the income and expense reports, prepare monthly income and expense reports, performing site visits periodically to monitor for encroachments, safety issues, and property maintenance tasks. Property Maintenance & Site Inspections EPIC has developed proactive programs to periodically inspect client property for code enforcement and easement compliance issues, environmental concerns, and unauthorized uses by third parties. EPIC will identify unpermitted encroachments and unlawful activities, notify trespassers of the need to vacate, engage code enforcement authorities on corrective action noticing, take timely action on any violations, and log all findings and actions in a database. EPIC can also work with the encroaching entity to install a permit, lease, or license if the use is deemed acceptable by the City, and will work with qualified maintenance professionals, general contractors, and construction managers to handle large or small emergency repairs. Additional Value -Added Services for Santa Ana Surplus Land Sales — Your Subject Matter Expert for Public Land Disposal EPIC is the City of Santa Ana's local expert in the proper disposal of remnant parcels owned by public agencies and the public auction process. EPIC's team of experienced real estate agents will use proven processes for auctioning remnant parcels, using existing Request for Offer and marketing templates and processes that have been used successfully to sell over $15 million dollars in excess land sales over the last 10 years. EPIC will leverage our Esri ArcMap technology to perform GIS analysis for every parcel sale to identify property owners within 500 feet radius that may have an interest in buying. Understanding of the Surplus Land Act • The California Surplus Land Act of 2019 requires that when cities, counties, a 13 �„ • transit agencies, and other local agencies sell or lease their land, they must • �1 "5 prioritize it for affordable housing development. In short, the Surplus Land Act . of 2019 deals with a requirement to use the land for affordable housing when applicable. EPIC staff are required to stay current and educated on the latest guidelines and updates to the law, such as changes that started January 1, Epic Land Solutions, Inc. I Creating Land Solutions for the Public Good City Council age 11 of — 82 9/19/2023 Epic Land Solutions, Inc. Proposal for City of Santa Ana — On -Call Right of Way Coordinator 2021, which stipulates that local agencies are required to send, and the California Department of Housing and Community Development (HCD) is required to review, negotiation summaries for each surplus land transaction in the state. HCD is also required to notify local agencies of violations and may notify the Attorney General and assess fines, as necessary. Utility Research, Plans & Relocation EPIC has a dedicated Utility Services Department to research Utility Conflicts, perform Utility Design QA/QC, Determine Liability of utility relocation, and Certify the Utility Relocations with Caltrans District 12. All of EPIC's utility services are performed following the Caltrans LAPM process. EPIC's Utility Manager coordinates with the City, utility companies and applicable stakeholders for all work involved in identifying, protecting, removal and/or relocation of utility facilities necessary for the project. We identify all utility owners in the project area, conduct site verifications and confirm who has prior rights and determine if any of their utility facilities conflict with the project design. A utility matrix will be prepared identifying utility owners, descriptions of facilities, dispositions (i.e. protect, relocate, abandon) and initial liability determinations. If conflicts exist, we review project plans with the engineering design team to determine utility alternatives and meet early with utility owners to determine liability and identify which utilities will be moved to accommodate the proposed project. This is critical as determination of liability is becoming more of an issue in today's projects and can cause major delays or increase expense due the involvement of legal counsel. EPIC then provides coordination for the successful relocation of utility facilities identified as conflicts and Caltrans Certification. Scope of Work Responsibilities Stakeholder coordination; Coordinate Kickoff and project meetings; Risk Assessment at Kickoff; Obtain the City's templates and Project Eddie procedures; Status Report Templates; Regular Progress Reports; Management Quintero Schedule Updates; Quality Assurance/Quality Control Plan; Quality review of offer packages; Update Relocation Plan; Detailed Procedures; File Checklists; Agreements Title & Yasmeen Ordering and reviewing Preliminary Title Reports; Coordination with Escrow Flores the City's Title consultant, Title Exception Form internal quality Services checklist; Litigation Guarantees (as needed) Appraisal Eddie Appraisal Review Report or Coordination of completion thereof; Coordination Quintero Review Appraisal Certificate; Submit amount of Just Compensation to City for approval & FTA Concurrence Prepare Offer Package to property owners; QA/QC and present Acquisition/ Addiel offer packages; Perform negotiations to acquire property rights; Negotiation Flores Detailed Negotiator Diaries; Purchase and Sale Agreements; Administrative Settlements; Possession and Use Agreements; As - Needed Resolution of Necessity Support Epic Land Solutions, Inc. I Creating Land Solutions for the Public Good City Council age 12 of — 83 9/19/2023 Epic Land Solutions, Inc. Proposal for City of Santa Ana — On -Call Right of Way Coordinator Owner/Tenant Interviews; General Information Notice (GIN); Relocation Addiel Comparable/Search; Housing Study; Notice of Eligibility; Relocation Assistance Flores Brochures; Replacement Site search and referrals; 30/60/90-Day Notices to Vacate; Advisory services; Movers and storage vendor quotes; Claims forms; Certificate of Vacancy; Claims processing Facility Map Request Letters; As -Built Plans; Utility Information Utility Mike Sheet; potholing coordination; Utility Verification Letters; Relocation Coordination Mays Claim Letters; Notices To Owners (NTOs) to relocate; utility agreements; cert package Condemn- Impasse Letter; Prepare Draft Resolution of Necessity and Notice of ation Eddie Hearing; Board Reports; Negotiator and Relocation Logs; Referrals; Support Quintero Responses to Discovery; Coordinate Supplemental Deposits; Deposit Refund Property Interim rent/lease collections; Property Inspection Notices, Reports; Management Darcy Certificates of Insurance; weed abatement; excavations; paint & & Mendoza anti -graffiti; security fencing & board -ups; Metrolink/SCRRA safety Maintenance permits; homeless abatement; plumbing & electrical; Notices of Demolition; Proof of services rendered; Certificates of Completion Data Sheet; Utility Information Sheet; Necessary Certification, as Caltrans Eddie required by Chapter 14 of the Caltrans Right of Way Manual and Certification Quintero Chapter 13, section 13.10 of the Local Assistance Procedures Manual Eddie Temporary Construction Easement (TCE) management; Coordinate Construction Quintero with local landowners and agencies to provide detailed project Support & Mike information and answer questions; utility coordination; contractor Mays compliance Notice to Caltrans of Intent to Declare Property as Surplus; Board Surplus Darcy Materials to Declare Property Surplus; Appraisal; Title Report; Land Mendoza Notices to local agencies and priority purchasers; Marketing Disposal materials; Auction materials to the public; Status updates of the disposition; Advertising; Sales Package; Executed Agreements Closeout Eddie File Close Out Checklist; Flash Drive Containing Important File Quintero Documents; Hard Copies Epic Land Solutions, Inc. I Creating Land Solutions for the Public Good City Council age 13 of — 84 9/19/2023 Epic Land Solutions, Inc. Proposal for City of Santa Ana — On -Call Right of Way Coordinator Project Management Project Manager, Eddie Quintero, will deliver the City's task assignments by managing right of way valuations and the acquisition process from start -to -finish. Eddie's tasks will include preparation and maintenance of a detailed project schedule, maintenance and quality control of acquisition files, periodic progress reporting, and facilitation of regular internal meetings and client status meetings. In summary, EPIC's project management services control quality, budget, and delivery schedule. EPIC believes in providing the client with on -call availability and dedication throughout the life of the project. Our team will deploy the following procedural innovations and technological efficiencies to deliver outstanding services to the City: VX1Subconsultant Management We create contractual agreements and Task Orders with third -party vendors and subconsultants that highlight the exact expectation of the assignment. Throughout the project, we continue to stay in close contact with the subs to ensure they are on -schedule and have the correct project information for their deliverables. Schedule Controls Communication is key to staying on - schedule. Project Manager, Eddie, will lead regular, consistent internal meetings with the right of way agent team, and project meetings with the City, to discuss project status and schedule concerns. The PM will consistently monitor project schedules with tools like real-time diaries, Status Reports, and consistent check -ins with agents and the City project manager. Quality Control Plan Our QA/QC Plan integrates a three -tiered approach to quality management that involves all levels of staff relying on tested procedures and proven tools--inculduing file structures, QA/QC checklists, and manager spot-checks and audit procedures --to ensure quality control at every phase of the right of way acquisitionand relocation process. Q O "Guess -Free" Cost Containment EPIC uses BST Global software for time -and -materials budget tracking. We currently uses the system to invoice 250 active projects per month.. All EPIC staff are required to maintain weekly timesheets to track all time dedicated to a project, which provides both budget and schedule control to stay on track with project goals. At any point, management can view the time being spent on any project. Weekly review of budgets makes the task seamless and allows our teams to stay in front of any budget issues. We take pride in "pricing it right the first time," creating a Not -To -Exceed project budget that mitigates the need for change orders. Document Management The foundation of effective project management in real 1 estate is document management. EPIC maintains and backs up all project files in Microsoft SharePoint and has developed project sites and workflows in the tool to accommodate and collaboarate on the acquisition and relocation processes. The tool also provides document control in a secure, redundant cloud environment that participants —including City staff —can access any -time, from anywhere. Epic Land Solutions, Inc. I Creating Land Solutions for the Public Good City Council age 14 oiS f — 85 9/19/2023 Epic Land Solutions, Inc. Proposal for City of Santa Ana — On -Call Right of Way Coordinator Standard 9-Month Schedule for Right of Way Acquisition EPIC secures property rights in the timeliest manner available under the law. As a forward -thinking right of way firm, we utilize an aggressive, nine -month schedule (EXAMPLE ONLY pictured below) as our baseline for project planning that already includes built-in buffers for common delays encountered during projects. For most right of way projects, with under 50 parcels implicated, EPIC can close escrow on property rights acquisitions 9 months from kickoff. For projects including utility coordination, Phase I and II Environmental Site Assessments, relocation advisory assistance, hazardous materials abatement coordination, and/or condemnation proceedings may require 12-18 months, start -to -finish. EPIC will customize the project schedule for each task order and according to the City's project goals. ID Task Name Duration Start Finish Predecessors 019 Qtr 1, 02Qtr 1219 1 Qt Au Se oekn Jun Jrl AugSe Dec JaA r Ma F11 1 Right of Way Schedule 346 days Wed 1/1/20 Wed 4/28/21 2 Kick-off and Project Planning Meeting Title Services Order Preliminary Title Reports Review Preliminary Title Reports Complete Title Exception Review Forms Real Estate Appraisal and Appraisal Review Prepare and Send Notice of Decision to 1 day 30 days 25 days 5 days 5 days 90 days 15 days Wed 1/1/20 Thu 1/2/20 Thu 1/2/20 Thu 2/6/20 Thu 2/6/20 Thu 2113/20 Thu 2/13/20 Wed 1/1/20 Wed 2/12/20 Wed 2/5/20 2 Wed 2/12/20 4 Wed 2/12/20 4 Wed 6/17/20 Wed 3/4/20 5 111111111111117 3 4 5 6 7 8 _ Appraise and Inspect 9 Prepare Appraisals Appraisal Review Approval of Just Compensation Right of Way Acquisition Prepare Files and Preliminary Offer 30 days 30 days 30 days 315days 90 days Thu 3/5/20 Thu 3/26/20 Thu 5/7/20 Thu2/13/20 Thu 2/13/20 Wed 4/15/20 8 Wed 5/6/20 9FS-15 days Wed 6/17/20 10 Wed 4/28/21 Wed 6/17/20 6 10 11 12 13 Packages QA/QC and Present Offer Packages 20 days Thu 6/18/20 Wed 7/15/20 13 14 15 Perform Negotiations to Acquire Property 40 days Thu 6/18/20 Wed 8/12/20 13 oil Rights 16 Condemnation Support 30 days Thu 7/16/20 Wed 8/26/20 13FS+20 days 17 Escrow Services Property Disposal and Excess Land Sales Property Management Board up, Fencing Lead and Asbestos Testing Lead and Asbestos Abatement Demolition and Clearance Interim Property Management 30 days 120 days 175 days 20 days 25 days 30 days 100 days 160 days Thu 7/16/20 Thu 8/27/20 Thu 8/27/20 Thu 8/27/20 Thu 9/24/20 Thu 10/29/20 Thu 12/10/20 Thu 8/27/20 Wed 8/26/20 14 Wed 2/10/21 17 Wed 4/28/21 Wed 9/23/20 17 Wed 10/28/20 20 Wed 12/9/20 21 Wed 4/28/21 22 Wed 4/7/21 17 iiiiiiiiis 18 19 20 21 22 23 24 25 Relocation Services Perform Tenant Interviews 170 days 30 days Thu 7/30/20 Thu 7/30/20 Wed 3/24/21 Wed 9/9/20 14FS+10 days 26 27 FF&E Appraisals Prepare Relocation Assistance Packages 20 days 15 days Thu 9/24/20 Thu 8/6/20 Wed 10/21/20 26FS+10 days Wed 8/26/20 14FS+15 days 28 29 Provide Relocation Advisory Services and 120 days Thu 8/27/20 Wed 2/10/21 28 _ Claim Processing 30 Goodwill Appraisal 30 days Thu 2/11/21 Wed 3/24/21 29 31 Right of Way Certification (Level 1) Preparation 60 days 20 days Thu 8/27/20 Thu 8/27/20 Wed 11/18/20 Wed 9/23/20 17 32 33 Review and Approval byCaltrans 40 days Thu 9/24/20 Wed 11/18/20 32 "Working consistently with EPIC for the last decade, I am always impressed by their professionalism and quality of work in meeting our right of way needs. Their staff is knowledgeable, communicative, and responsive." - Richard A. Quirk, AIA, NCARB STV Group, Inc. City Council Epic Land Solution1l�s.ICre5aon2SOolutionsfor the Public Good 9/19/2023 EXHIBIT C City Council 15 — 87 9/19/2023 • � fir.. r •i11: ..Ab.M.a.V- I fFl I A t EPIC Land SOI U t i o n s, Inc. Epic Land Solutions, Inc. - 1971 W 190th Street r Suite 200, Torrance, CA 90504 - epicland.com - City Council 15 — 88 9/19/2023 EPICis May 29, 2023 Epic Land Solutions, Inc. Headquarters 1971 W 190`h Street, Suite 200 Torrance, CA 90504 (310) 626-4848 epicland.com Fee Proposal City of Santa Ana On -Call Contract for Right of Way Coordinator Services Title/Job Classifications 2023 Hourly Billing Rate Advisory Manager $203.00 Senior Project Manager $162.00 Project Manager $108.00 Senior Right of Way Agent $113.00 Right of Way Agent $90.00 Administrative Support $77.00 GIS Analyst $122.00 Utility Coordination Lead $153.00 Utility Coordinator $95.00 Budget & Financial Controls $140.00 Other Direct Costs Rate Mileage At IRS Allowable Postage/Overnight Delivery At Cost Online Data Services At Cost Outside Services (Vendors & Subconsultants At Cost Note about rates: Staff billing rates provided do not include the Federal Acquisition Regulations (FAR) approved overhead rate for Epic Land Solutions, Inc. and are not suitable for state and federally funded projects. EPIC will increase these hourly rates 5% annually at the beginning of each calendar year or in accordance with the contract terms. If the NTP is received after 120 days from this proposal, fees and billing rates may require revision Epic Land Solutions, Inc. I Creating Land Solutions for the Public Good P.— 9 nr? City Council 15 — 89 9/19/2023 Thank you for reviewing our proposal! Please contact us at: Eddie Quintero Right of Way Coordinator/Project Manager (310) 626-4843 proposalteam@epicland.com ■ Public Works Agency www.santa-ana.org/public-works Item # 16 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report September 19, 2023 TOPIC: Amend Agreement for Consignment Vehicle Parts and Accessories AGENDA TITLE Amend the Agreement with Elliott Auto Supply Co., Inc. dba Factory Motor Parts by Increasing the Existing Agreement by an Annual Amount Not to Exceed $500,000 for the Remainder of the Contract Term (Specification No. 19-085) (Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute the first amendment to the agreement with Elliott Auto Supply Co., Inc. dba Factory Motor Parts for consignment vehicle parts and accessories by increasing the annual amount by $160,000, for a revised annual amount not to exceed $500,000, for the remainder of the current one-year term expiring June 30, 2024, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency's Parks, Fleet, and Facilities Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. The Fleet Services section maintains a stock room of fast moving parts as well as special ordered Original Equipment Manufacturer (OEM) parts to provide the needed vehicle parts for maintenance, preventative maintenance, complex mechanical repairs, and tire replacements of over 700 City vehicles and equipment. On June 4, 2019, at the conclusion of a competitive bidding process, the City Council approved an agreement with Elliott Auto Supply Co., Inc. dba Factory Motor Parts for a three-year period beginning July 1, 2019 to June 30, 2022, with provisions for two one- year renewal options, not to exceed $340,000 annually. Due to the increasing cost of goods and services as a result of normal, as well as historical, inflation, Staff recommends increasing the agreement for consignment vehicle parts and accessories by an aggregate amount of $160,000, for a revised annual amount not to exceed $500,000 for the remainder of the agreement term expiring June 30, 2024. City Council 16 — 1 9/19/2023 Amend Agreement for Consignment Vehicle Parts and Accessories September 19, 2023 Page 2 FISCAL IMPACT The following table summarizes the funds budgeted and available in current FY 2023-24. Fiscal Year Accounting Unit -Account # Fund Description Accounting Unit, Account Description Amount Equip Maint-Garage FY 07517100-63202 Fleet Maintenance Operation, Operating $500,000 2023-24 Materials & Supplies Equipment TOTAL $500,000 EXHIBIT(S) 1. Amendment Agreement with Elliott Auto Supply Co., Inc. dba Factory Motor Parts Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager City Council 16 — 2 9/19/2023 FIRST AMENDMENT TO AGREEMENT WITH FACTORY MOTOR PARTS TO PROVIDE MISCELLANEOUS VEHICLE PARTS THIS FIRST AMENDMENT to the above -referenced agreement is entered into on September 19, 2023, by and between Elliott Auto Supply Co., Inc. dba Factory Motor Parts, a Minnesota 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 June 4, 2019, the City and the Contractor entered into Agreement No. A-2019-085 ("Agreement), to establish a vendor -owned inventory (consignment) based model to provide miscellaneous fleet vehicle parts and accessories to City. The term of the Agreement was initially set for a three (3) year period with an option to extend the term for two (2), one (1) year renewals. B. The parties opted to exercise both extensions allowed under the Agreement. The first extension for an additional one-year term on June 13, 2022. The second extension for the remaining one-year term on June 13, 2023 through June 30, 2024. The Agreement is current and in effect. C. Due to the increasing cost of goods and services expected over the remainder of the term of the Agreement, the parties wish to amend the Agreement to increase the overall annual compensation amount to cover expenses to be incurred during the final extension of the Agreement which runs through June 30, 2024. The Parties therefore agree: 1. Section 2.a., Compensation, is amended to increase the annual amount established for the final extension period to the Agreement by an additional $160,000.00. The annual amount for this term from July 1, 2023 through June 30, 2024 shall not exceed $500,000.00. The total amount to be expended during the term of this Agreement shall not exceed $1,860,000.00. 2. Except as modified by this Amendment, all terms and conditions of the Agreement, as amended, shall remain in full force and effect. [signatures contained on following page] City Council 16 — 3 9/19/2023 SIGNATURE PAGE FOR FIRST AMENDMENT TO AGREEMENT WITH FACTORY MOTOR PARTS TO PROVIDE MISCELLANEOUS VEHICLE PARTS IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. ATTEST Jennifer L. Hall City Clerk APPROVED AS TO FORM SONIA R. CARVALHO, City Attorney By: nathan T. Martinez Assistant City Attorney RECOMMENDED FOR APPROVAL Nabil Saba, PE Executive Director, Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager ELLIOTT AUTO SUPPLY CO., INC. DBA FACTORY MOTOR PARTS Digitally signed by Dana Carney Dana Carney Date ail= 08 rney@ .22 394 o.com, -US Parts, Dana Carney Fleet Sales and Operations Manager City Council 16 — 4 9/19/2023 Public Works Agency www.santa-ana.org/public-works Item # 17 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report September 19, 2023 TOPIC: SCADA Functional Specifications and Programming Services AGENDA TITLE Approve Agreements with Enterprise Automation, Northern Digital, Inc., and SOFFA Electric, Inc. to Provide Functional Specifications and SCADA Source Control and Change Control Services in an Aggregate Amount Not to Exceed $1,250,000 for up to a Five -Year Term (Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute agreements with Partners in Control, Inc. dba Enterprise Automation, Northern Digital, Inc., and SOFFA Electric, Inc. to provide on - call engineering services to prepare functional specifications and to provide supervisory control and data acquisition, source control, and change control services, for a shared aggregate amount not to exceed $1,250,000, for a three-year term beginning September 19, 2023 and expiring September 18, 2026, with provisions for one, two- year extension, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency's Water Resources Division (Water Resources) oversees and maintains the daily operations of the City's water and sanitary sewer systems. 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, four pressure regulating stations, and seven connection points to the Metropolitan Water District. The system has an average daily demand of 30 million gallons from its roughly 45,500 metered service connections. The City's water production facilities are controlled by supervisory control and data acquisition (SCADA) software which is used to monitor the processes involved in water production, storage, and delivery. Coordination between the SCADA system and its control components allows for automation of processes and procedures, reduces energy costs, and is crucial to providing Santa Ana residents with clean, affordable water. Due to the complex nature of the SCADA system and related devices, an experienced consultant is needed to provide detailed control panel drawings, functional specifications, programming and testing specifications, and SCADA systems source control and change control services for the City's water production facilities. City Council 17 — 1 9/19/2023 SCADA Functional Specifications and Programming Services September 19, 2023 Page 2 On February 14, 2023, the Public Works Agency released Request for Proposals (RFP) No. 23-026, by which it sought the services of qualified consulting firms to provide functional specifications development and SCADA programming services for the City's water production facilities. The RFP was advertised on the City's online bid management and publication system, PlanetBids, with proposals due on March 9, 2023. System records indicate a total of 921 vendors were notified via PlanetBids, with 38 vendors downloading bidding documents. Three 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 Enterprise Automation Irvine, CA 1 Northern Digital, Inc. Bakersfield, CA 2 SOFFA Electric, Inc. Commerce, CA 3 Staff recommends awarding agreements to Enterprise Automation, Northern Digital, Inc.. and SOFFA Electric, Inc. to provide the requested services on an as -needed basis (Exhibits 1-3). Their 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. FISCAL IMPACT Funding is available in the FY 2023-24 budget and funding for subsequent fiscal years, including renewal options if exercised, will be included in the proposed budgets for City Council consideration. Fiscal Accounting Fund Accounting Unit, Year Unit Description Account Description Amount - Account # Contract (Three -Year Term) Water Utility Production 2023-24 06017640- Water Fund & Supply, Contract $250,000 62300 Services - Professional Water Utility Production 2024-25 06017640- Water Fund & Supply, Contract $250,000 62300 Services -Professional Water Utility Production 2025-26 06017640- Water Fund & Supply, Contract $250,000 62300 Services -Professional City Council 17 — 2 9/19/2023 SCADA Functional Specifications and Programming Services September 19, 2023 Page 3 Fiscal Accounting Fund Accounting Unit, Year Unit Description Account Description Amount - Account # Optional Two -Year Extension Water Utility Production 06017640- Water Fund & Supply, Contract $250,000 2026-27 62300 Services - Professional Water Utility Production 2027-28 06017640- Water Fund & Supply, Contract $250,000 62300 Services -Professional TOTAL $1,250,000 EXHIBIT(S) 1. Agreement with Enterprise Automation 2. Agreement with Northern Digital, Inc. 3. Agreement with SOFFA Electric, Inc. Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager City Council 17 — 3 9/19/2023 EXHIBIT 1 CONSULTANT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND PARTNERS IN CONTROL DBA ENTERPRISE AUTOMATION TO PROVIDE ON -CALL ENGINEERING SERVICES THIS AGREEMENT is made and entered into on this 19th day of September, 2023 by and between Partners in Control, Inc. dba Enterprise Automation ("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 14, 2023 the City issued Request for Proposal ("RFP") No. 23-026 by which it desired to retain a consultant having special skill and knowledge in the field of: engineering services to prepare functional specifications and to provide SCADA source control and change control services on an on -call basis for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the city. Consultant represents that it is able and willing to provide such services described in the scope of work that was included in the RFP No. 23-026. 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 the services that were described in the scope of work included in the RFP No. 23-026, 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, and as further described in Consultant's Proposal, attached hereto an incorporated herein by this reference as "Consultant's Proposal - Exhibit B". 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 Consultant's Fee Proposal, which is attached hereto and fully incorporated herein by this reference as "Compensation - Exhibit C". Consultant is one of three (3) separate consultants selected to provide services on an on -call basis under RFP 23-026. The total compensation for services provided by all consultants selected under REP 23-026 shall not exceed the shared aggregate amount of $1,250,000.00 during the term of this 10 City Council 17 — 4 9/1 Agreement, including any extension periods, as set forth in Section 3, below. 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. c. Notwithstanding any contrary terms contained within Consultant's Fee Proposal, Consultant's fees shall not increase by more than 3% annually over the term of this Agreement, including any extension periods, unless directly affected by Prevailing Wage laws, if applicable. 3. TERM This Agreement shall commence on September 19, 2023 and end on September 18, 2026, with the option for the City to grant up to one (1), two-year extension, 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, 10 City Council 17 — 5 9/ 0 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. 7. INSURANCE Consultant 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 Consultant, its agents, representatives, employees or subcontractors. a. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has secured all insurance required under this Section. b. Insurance coverage shall be at least as broad as: (i) 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 $2,000,000.00 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. (ii) 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 $1,000,000.00 per accident for bodily injury and property damage. (iii) Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000.00 per accident for bodily injury or disease. 10 City Council 17 — 6 9/ 0 (iv) Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $1,000,000.00 per occurrence or claim, $2,000,000.00 aggregate. (v) 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. c. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions: (i) 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 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 both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). (ii) 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 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. (iii)Notice of Cancellation. Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. (iv)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. (v) 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 10 City Council 17 — 7 9/ 0 endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. (vi)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. (vii) Claims Made Policies. If any of the required policies provide coverage on a claims -made basis: • The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. • Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. • 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. (viii) 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. (ix)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. (x) 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 10 City Council 17 — 8 9/ 0 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. 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 10 City Council 17 — 9 9/ 0 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. 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 10 City Council 17 — 10 9/ 0 Agreement performed by City personnel or by other consultant and/or 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, 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 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 10 City Council 17 —11 9/ 0 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: Jennifer L. Hall City Clerk 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 P.O. Box 1988 Santa Ana, CA 92702 To Consultant: Scott Pickford Principal Enterprise Automation 9050 Irvine Center Dr. 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. 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 10 City Council 17 — 12 9/ 02 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: JENNIFER L. HALL City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: NATHAN T. MART Z Assistant City Attorney RECOMMENDED FOR APPROVAL: NABIL SABA Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT: SCOTT PICKFORD Principal 10 City Council 17 — 13 9 2 EXHIBIT A SCOPE OF SERVICES City Council 17 — 14 9/19/2023 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES Appendix ATTACHMENT 1: SCOPE OF WORK C atg of Santa Ana RFP 9'1-n9r) C%ai,RCaqfd0rces Functional Specifications DevelotVhP-nj;5id SCADA ProgramminOM�N23 Page 13 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES SCOPE OF WORK A. INTRODUCTION AND BACKGROUND 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's water system has an average day demand of about 30 million gallons (MG) with 45,000 service connections. It is comprised of approximately 478 miles of water main, 45 MG of storage at five (5) sites, seven (7) MWD connections, 21 groundwater wells, seven (7) pump stations, four (4) pressure regulating stations and utilizes two (2) pressure zones. B. CONSULTANT RESPONSIBILITIES The City desires to retain a qualified Consultant to prepare functional specifications, control panel drawings, programming and testing specifications and provide SCADA systems source control and change control services for the City's water production facilities. The selected vendor is intended to, among other items previously stated, provide and institute oversight mechanisms for the City's contracted controls programmers. The City's facilities are controlled by the Dynac ES SCADA software as provided by Kapsch TrafficCom USA, Inc. The City is also utilizing Wonderware by AVEVA. The Consultant shall provide all labor, materials, services, and equipment necessary for the services described herein. The Consultant shall possess all Federal, State and Local permits, licenses, and approvals necessary to provide good/services required in the Scope of Work. C. SCOPE OF SERVICES The City is seeking qualified Consultants to provide (1) control panel drawings, (2) functional specifications, (3) programming and testing specifications, (4) source control, and (5) change control described in the following sections: 1. CONTROL PANEL DRAWINGS The Consultant shall be capable of providing and reviewing control panel drawings as they relate to the City's instrumentation and electrical components. The City's water production sites utilize the following components: • Modicon Momentum Programmable Logic Computers (PLC) — (Modicon M340 and M580 and other various models) • Variable Frequency Drives (VFD) — (Various models such as ABB and Danfoss) • Limitorque and AUMA motor operated valves (MOV) • Mag meters (various brands) and other related appurtenances • Magelis human machine interfaces (HMI) or a Unitronics display The Consultant shall have experience working with the aforementioned instruments and shall recommend retrofits when applicable. It is the City's desire that all site control reside within C atg of Santa Ana RFP 9'1-n9r) CjVporces Functional Specifications DevelotVhP_nj@id SCADA ProgramminOM�N23 Page 14 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES the site PLC with the HMI acting primarily as a site control interface relaying operator commands to the site PLC. A. DELIVERABLES Upon request, the Consultant shall prepare detailed control panel drawings and specifications for City water production sites. Control panel drawings shall be complete and sufficiently detailed to provide to panel manufacturers and obtain bids for their construction. Control panel drawings shall be in conformance with the City's Control Panel Standards and Specifications and include at a minimum the following: 1. Front Panel Layout Drawing 2. Back Panel Layout Drawing 3. Power Distribution Drawing 4. Communication Network Drawing 5. Analog Inputs/Outputs Drawing 6. Digital Inputs/Outputs Drawing 7. Bill of Materials 8. 1/0 List with Tag Names 9. Specifications for: a. DC Power Components (standard provided by City) b. Ethernet and Networking Components (standard provided by City) c. Telemetry Components (standard provided by City) d. Control Panel Construction (standard provided by City) In addition, the consultant shall provide the following for each requested site: 1. 1/0 List 2. Complete set of Drawings 3. Complete set of associate specification 2. FUNCTIONAL SPECIFICATIONS The Consultant shall develop functional specifications based on the future/proposed operation/capabilities gained from updating instrumentation and control devices for the Water Production sites upon request from the City. The Functional Specifications are intended to reflect the ultimate desired operation of each site and not be limited to the operation as it exists currently. The Consultant shall be capable of performing the following tasks: 1. Conduct existing condition work sessions with the City Water Production Team to identify existing operational settings, hardware and controls equipment for the Sites. The Consultant shall catalogue all existing controls and equipment and provide recommendations for enhancement and conformance to City's standards. a. The Consultant shall create an 1/0 database to catalogue all system 1/0 and communications, which shall include summaries of the use and function of each. The format and fields shall be developed in collaboration with the City Water Production C atg of Santa Ana RFP 9'1-n9R C% orces Functional Specifications DevelotVhP-nj;7hd SCADA ProgramminOM�N23 Page 15 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES Team. The type of 1/0 captured in this database shall include, but not be limited to, PLCs, local and remote HMIs, remote 1/0 modules, radio transmitter modems, backup power, wiring and termination blocks. b. The Consultant shall provide recommendations for control hardware upgrades and standardization. c. The purpose of this task is to document existing 1/0, configurations and Site equipment for use in preparing the proposed/future 1/0 list, control panel drawings, functional specifications and related documents. 2. Conduct operations workshops with the City Water Production Team to develop and document operating procedures for the Sites. The Consultant shall provide recommendations for enhancement to operational practices based on currently available technologies and industry best practices. a. The Consultant is expected to develop a detailed understanding of each of the Site's operational function including all equipment, controls, instrumentation, and communication systems. Consultant shall research as necessary to fully understand the capabilities and limitation of the Sites. b. It is anticipated that one (1) workshop per pump station Site (8 hours each) will be needed to complete this task. In addition, the City may request the following additional trainings: i. Field testing and training for staff ii. Detailed workshops per functional specification 3. Create Functional Specifications for each Site that includes at minimum the following: a. Narrative overview of the function and operation of the Site; b. Identification of all component of the Site (i.e., equipment, instrumentation, etc.) c. Narrative description of the functionality of each component of the Site (e.g., pumps, tanks, VFDs, valves, meters, sensors/transmitters, monitors, etc.); d. Narrative description of all operational modes for the Site; e. Description of the process control strategies 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 (Dynac ES provided by Kapsch TrafficCom USA, Inc. and Wonderware provided by AVEVA) j. Narrative and detailed description of system alarms and other notification functionality. Prior to finalizing the functional specification, the Consultant shall host a functional specification review workshop to review the content of the documents and receive City's approval to finalize. Upon request, the Consultant shall also be able to provide field testing and training for staff. C atg of Santa Ana RFP 9'1-n9r) C% orces Functional Specifications DevelotVhP_njQnd SCADA ProgramminOM�N23 Page 16 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES 3. PROGRAMMING AND TESTING SPECIFICATIONS Upon request, the Consultant shall develop programming and testing specifications based on City standards for the new control panels. The Consultant shall perform the following tasks: 1. Consultant shall develop comprehensive Factory Acceptance Test (FAT) and Site Acceptance Test (SAT) protocols for the new control panels and related components. 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. 2. Act as the City's agent during factory and on -site functional and performance acceptance testing. Consultant shall document and identify all functional and performance discrepancies and coordinate corrective actions to resolve identified discrepancies prior to City acceptance. 3. On an as -needed basis, Consultant shall provide on -site support for commissioning (start-up) activities, in close coordination with the City's integrator. Consultant shall be present during system commissioning to verify all aspects of the control system and associated process equipment are exercised and to ensure deficiencies are corrected by the Contractor/Integrator as they are found. Commissioning will not be considered complete until the Consultant has determined that all of the system requirements have been met. A. DELIVERABLES The Consultant shall provide the following: 1. Control Panel FAT/SAT Protocols 2. Control Panel FAT/SAT Results Report 3. Commissioning/Start-up Report 4. SCADA SOURCE CONTROL The Consultant shall implement, manage and maintain a source control system and establish procedures to track all changes to the SCADA configurations, PLC programs, firewall configurations, smart field device configurations and related devices. The goal of the Source Control service is to track and store SCADA system configurations and history. The Consultant shall collect existing programs from field PLC devices to populate the existing source control database. The City has approximately 45 PLC devices located throughout the City. The Consultant shall maintain a master source control database and provide periodic backups to the City. As updates are required to the PLC programs, the Consultant shall provide a copy of the most up to date PLC programs to the City's contract PLC integrators via a documented check -in, check-out process. Consultant shall develop and document rules, standards and procedures for database structure and program check -in, check-out processes. C atg of Santa Ana RFP 9'1-n9R C% orces Functional Specifications DevelotVhP_njQnd SCADA ProgramminOM�N23 Page 17 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES 5. SCADA CHANGE CONTROL The Consultant shall implement, manage and maintain a robust change control system and establish procedures to provide governance and structure over proposed SCADA system and site local control programming changes and associated integrator activities. The goal of Change Control services is to prevent ad -hoc SCADA configuration changes, ad -hoc PLC programming changes, properly document new instrumentation additions and ensure proper documentation is kept regarding the nature and reason for the desired system changes. Consultant shall propose a change control platform and methodology. Change requests may be initiated by City, City's contract integrators or Consultant. The City will have final say as to what change requests are approved. D. CODE COMPLIANCE All materials and workmanship shall be in strict conformity with federal, state and local codes, requirements, standards of the latest editions, and guidelines including revisions of the following: • International Society of Automation (ISA) • California Building Code (CBC) • American National Standards Institute (ANSI) • American Society of Testing and Materials (ASTM) • Department of Transportation (DOT) • California State Water Resources Control Board • Department of Drinking Water • South Coast Air Quality Management District (SCAQMD) • Environmental Protection Agency (EPA) • Occupational Safety and Health Administration (OSHA) E. PROJECT MANAGEMENT AND COORDINATION When a request for service is issued to the City, the Consultant shall issue an estimate to the City's designated Project Manager. The Consultant shall not proceed with any work without the approval of the City's designated Project Manager in the form of a Notice to Proceed. Consultants shall invoice the City on a monthly basis for all work performed during the period or provide a one-time invoice at the completion of work issued. Each invoice shall be accompanied by a summary of tasks performed, contract agreement number, results and progress on long- term tasks if any. F. VALUE ADDED RELATED SERVICES The Consultant may propose additional related services that the City has not specifically identified in this RFP to accomplish the stated goals of this RFP. Value added related services will be considered by the City and may or may not be incorporated in the agreement. All parts and materials must be supplied new and factory approved. C atg of Santa Ana RFP 9'1-n9r) CjVporces Functional Specifications DevelotVhp-n2oid SCADA ProgramminOM�N23 Page 18 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES C►�i I_1:�:1i1 The following markup percentages shall be added to the Consultant's s costs and shall constitute the markup for all overhead and profits (to the sum of the costs and markups, one (1) percent shall be added as compensation for bonding): 1) Labor................................................................................................ 20 2) Materials...........................................................................................15 3) Equipment Rental.............................................................................15 4) Other Items and Expenditures..........................................................15 H. MINIMUM QUALIFICATIONS The City is searching for a highly experienced professional firm with specific experience in control system, HMI, and SCADA system development, test, integration, and commissioning. At a minimum, proposers shall demonstrate certification, accreditation and/or competence as follows: 1. California Registered Engineer as either: a. Control Systems Engineer, or b. Electrical Engineer, or 2. International Society of Automation, Certified Automation Professional certification required. 3. Provide license/certification holder information (i.e., name, license#, etc.). 4. Project Experience: a. Demonstrated experience with PLC, HMI, RTU and communication processors (e.g., Schneider/ Telemecanique Modicon PLCs, and Magelis HMI, etc.) in a variety of development environments (e.g., Concept v2.6, Advantys, UnityPro and Visilogic, etc.). b. Proven experience with SCADA communication protocols and concepts. c. Demonstrated experience in the area of control systems design, development, integration, acceptance testing and commissioning. d. Minimum of three projects of similar scale and scope in the municipal water production/distribution industry within the past five years. 5. Provide detailed project descriptions for representative projects; include contact information for client/customer personnel (project manager, engineer, etc.) involved with each representative project. 6. Sufficient resources to staff this project. Provide resumes for key personnel/sub- contractors and a resource table summarizing the availability of assigned individuals for the project. 7. All work is to be performed in compliance with all applicable codes, ordinances, laws, standards, due care, and Occupational Safety and Health Administration (OSHA) safety requirements. 8. The Contractor shall have a minimum of five (5) years of experience in providing the services described in ATTACHMENT 1: SCOPE OF SERVICES. 9. The Contractor shall possess state and local permits, licenses and certificates required by law to commence, carry, and complete the work. C atg of Santa Ana RFP 9'1-n9r) C%ai,RCaqfd0rces Functional Specifications DevelotVhP_n2Jnd SCADA ProgramminOM�N23 Page 19 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES 10. Provide all necessary equipment to competently perform and complete work as specified. I. SAFETY Proposer shall be solely and completely responsible for the condition of the project site, including safety of all persons and properties during the performance of the work. In addition, proper safety equipment must be worn at all times. These requirements shall apply continuously until the contract is terminated and shall not be limited to normal working hours. The Consultant shall assure that each employee or subcontractor under the contractor's supervision is trained in the work practices necessary to safely perform his or her job. The Consultant's drivers/delivery crews shall be HAZMAT trained and certified in safety measures to prevent accidents endangering personnel and property. Hazardous Materials shall be clearly marked with the proper shipping name and identification number as required by the Department of Transportation. The Consultant shall provide current, applicable and required Material Safety Data Sheets (MSDS) at any time during the contract as requested by the City of Santa Ana. J. INSURANCE REQUIREMENTS The successful bidders shall furnish the City with original copies of valid insurance policies herein required upon execution of the contract and shall maintain said policies in full force and effect at all times during the term of this contract. Said insurance policies shall comply with all requirements set forth in these specifications. Consultant(s) shall keep a current certificate of insurance at the City of Santa Ana at all times and shall immediately report any changes to the City. K. FEE SCHEDULE The Consultant shall submit a fee schedule and labor rates as described in Section III.B.3 of RFP. The Consultant shall refer to APPENDIX A and APPENDIX B for additional information regarding Crooke Station and Cambridge Station respectively. No separately stated freight or deliveries will be considered. Bidders shall include all costs in the unit price bid. The Consultant's delivered product pricing shall be inclusive of all freight/unloading/handling and delivery charged. The City intends to replace the control panels and related instrumentation and electrical components at the sites described below (work to be performed by a separate Contract): 1. Crooke Pump Station consisting of (detailed plansets provided in Appendix A): a. 3 Booster pumps b. 1 Reservoir c. 2 Groundwater wells C atg of Santa Ana RFP 9'1-n9r) C% orces Functional Specifications DevelotVhp-n2;2hd SCADA ProgramminOM�N23 Page 20 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES 2. Cambridge Pump Station consisting of (detailed plansets provided in Appendix B): a. 3 Booster pumps b. 1 Reservoir The fee proposal shall be outlined as follows for Crooke Station and for Cambridge Station: 1. Control Panel Drawings a. Fee per Site 2. Functional Specifications b. Fee per Site 3. Programming and Testing Specifications c. Fee per Site d. Assume 20 hours of witness testing/on-site services per site 4. Source Control a. Fee for initial PLC program collection b. Fee for establishing functioning Source Control database, standards and procedures c. Annual budget for processing check-in/check-out requests i. Assume 4 requests per month 5. Change Control a. Fee for establishing functioning Change Control forms, standards and procedures b. Annual budget for processing/documenting change control requests i. Assume 4 requests per month 6. Firm's standard hourly fee schedules Furthermore, the Consultant shall submit additional labor, material and rental equipment rates along with fee schedule. Consultant's labor and equipment rate sheet shall list rates for all labor designations, equipment, rentals, and materials. The bid items specified in the fee schedule are for reference purposes only. Labor increases shall be subject to mutually agreeable terms between the City and the Consultant. The City may request related services that will be paid at the vendor's standard labor and equipment rate submitted. Fee proposal shall be outlined as follows: ---End of SCOPE OF WORK Section--- C atg of Santa Ana RFP 9'1-n9r) C% orces Functional Specifications DevelotVhP_n2@id SCADA ProgramminOM�N23 Page 21 EXHIBIT B CONSULTANT'S PROPOSAL City Council 17 — 24 9/19/2023 11 ENTERPRISE " AUTOMATION A TETRA TECH COMPANY IOL# Proposal for: Water Resources Functional Specifications Development and SCADA Programming Services v.1.0.0 EA PROJECT NUMBER: EA23CSA090 AV=VA ENDORSED Sc hneiderrisystem Electc' Integrator 1 SANTA ANA I H 6 9 Address:.; i 0 Goddard, irvine, CA 92707 Phone: (9� �uu web: www.eainTegr5)Tor.com x ENTERPRISE AUTOMATION A TETRA TECH COMPANY Attention: City of Santa Ana RE: Water Resources Functional Specifications Development and SCADA Programming Services Thank you for this opportunity to our proposal for Functional Specifications Development and SCADA Programming Services for the City of Santa Ana (the City). As we understand it, the City is seeking the services of a qualified control systems integrator to develop functional specifications, control panel drawings, programming and testing specifications, and provide SCADA control and change control services for the City's water production facilities on as -needed basis. Enterprise Automation is the City's most recent Change Manager (CM) and has been delivering a similar scope of services to the City and its integrators and contractors through nearly 20 projects. During that time, we have acted as an extension of the City's staff to implement protocols, best practices, and standards that have ensured remote site implementation consistency, and significantly enhanced control over the City's water assets. We are excited to compete for your business once again and hope to continue providing best -in -class service with a meticulous commitment to fiscal responsibility and efficiency. Enterprise Automation fully understands the complexity and risk associated with this contract and remains one of the most highly certified, trained, and recognized firms in the region and the world. We are ideally positioned to meet the City's specific needs, ensuring that the City's water controls infrastructure will continue to adhere to the City's standards and continue operating at peak efficiency. 1. We specialize in automation consulting and the design, implementation, testing, and commissioning of local water and wastewater SCADA systems and their assets. 2. We surpass the City's requested qualifications both in professional licenses and project experience specific to the technologies the City utilizes. 3. We have a holistic understanding of the City's vision for their SCADA assets. We additionally developed the standardized designs being used to upgrade of the City's pump stations. 4. EA designed and implemented the City's highly effective Change and Source control systems. The following proposal provides a clear description of our standard methodologies and quality initiatives, which we use to deliver consistent, high -quality systems for our customers and would continue to use on City projects. As Enterprise Automation's Inside Sales Manager, I hereby submit our proposal which includes this cover letter, our vendor application form, required proposal sections, and fee proposal. This proposal is valid for a 120-day period from the date of submittal, 3/9/2023. Sincerely, Me Alex Stipe Inside Sales Manager 210 Goddard, Irvine, CA 92618 Tel 949.76tftp cabwor.com 17 — 26 Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION Table of Contents CoverLetter......................................................................... Table of Contents............................................................... 1. Agreement Statement ............................................... 2. Firm and Team Experience ...................................... 2.1 Firm Overview ..................................................... 2.2 Tetra Tech........................................................... 2.3 Project Team ...................................................... 2.4 Location............................................................... 2.5 Qualifications...................................................... 3. Understanding Scope of Services ........................... 3.1 Standards............................................................ 3.2 Detailed Pump Station Scopes of Work........ 4. Relevant Experience .................................................. 4.1 Project Profiles ................................................... 5. References.................................................................. Appendix A — Pump Station Detailed Scopes of Work Crooke Pump Station .................................................... Cambridge Pump Station ............................................. Appendix B - Resumes ...................................................... Appendix C — Certification Documents .......................... 17-27 Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION 1.Agreement Statement Enterprise Automation complies with the provisions as contained in the standard agreement in the Appendix of this RFP. Enterprise Automation also meets the insurance requirements detailed in this RFP. 17-28 Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION 2. Firm and Team Experience 2.1 Firm Overview Enterprise Automation (EA) is a full -service integration and automation consulting firm located in Irvine, California. We serve a variety of process -driven industries, but specialize in the treatment, distribution, We are Project Execution Specialists" and storage of water and wastewater. Our traditional systems integration services are complemented by a suite of consulting services ranging from SCADA and OT network audits, master planning, and budget management. EA's core focus is the development of modern SCADA platforms that are innovative yet highly reliable, easy to maintain, and secure; through comprehensive planning, a high attention to detail, strict adherence to standards and industry best practices, and a disciplined focus on minimizing long-term cost of ownership. We accomplish this through close partnerships with clients, industry peers, and technology manufacturers. 2.2 Tetra Tech As a direct result of our success and client -focused approach, in October of 2021, Tetra Tech, a global leading provider of consulting and engineering services, acquired Enterprise Automation to become a part of their Government Services business group called the Resilient and Sustainable Infrastructure Division (RSI). Our shared vision of the Digital Transformation of the water and wastewater industry, having several shared clients, and the ability to leverage our collective best in -class consulting, design, and systems integration capabilities made EA an ideal fit for Tetra Tech's growing presence. Since the acquisition, EA still operates as its own brand with independent management, and we maintain our focus on personal relationships and creating long term value for our clients. Tetra Tech brings a strong local technical resource base, backed by a world -class national organization. With over 55 years of experience focusing on water, environment, sustainable infrastructure, and renewable energy, they will provide EA with support as needed. 17-29 Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION + ATET-H COM-Y 2.3 Project Team EA's project methodology relies heavily on a structured and intentional staffing model. EA will assign an Account Manager, Project Technical Lead, and a Project Manager to this contract. Additionally, EA will assign additional resources on an as - needed basis depending on the current project or support need. Below is a table listing the personnel that would be assigned to the City's projects as required and their percentage availability for work associated with this contract. EA will contact the City for approval of any staff augmentations. The Project Manager will be the City's primary point of contact throughout the life of this contract. City of Santa Ana kAvilaM) ;ZackAGentry rchitect) Project Execution Team Detailed resumes are provided in Appendix A Resumes. 2.4 Location Our headquarters, where all engineering will be performed, is located in Irvine, CA. This is the primary office location for all 42 EA staff members, including 27 full-time degreed engineers cross trained on all of the core technologies that we specialize in. Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Proiect Number: EA23CSA090, 0.0.0 AUTOMATION + ATET-H COM-Y 2.5 Qualifications Below is a detailed description of how Enterprise Automation meets and exceeds the City's minimum requirements. Copies of certifications can be provided upon request. 2.5.1 California Registered Engineer Enterprise Automation has the following six California Registered Professional Engineers on staff: • Alex Coker- Control System Engineering PE, CS 7596 • Bryce Williamson- Control System Engineering PE, CS 7663 • Dave Lewis- Electrical Engineering PE, E 21297 • Kyle Pickrell- Control System Engineering PE, CS 7661 • Luke Stephenson- Control System Engineering PE, CS 7598 • Sara Steinhauser- Control System Engineering PE, CS 7644 2.5.2 International Society of Automation, Certified Automation Professional Through our parent company, Tetra Tech, Enterprise Automation has the following Certified Automation Professional is available to join our project team as -needed: ti SAN • Luis Cardenas Rodriguez 2.5.3 CSIA Certification Enterprise Automation is certified by the Controls Systems Integrator Association (CSIA), which is considered a more prestigious and highly sought after status for systems integrators. In order to qualify for CSIA certification, a Systems Integrator must pass an exhaustive multi -day audit that encompasses a broad range of disciplines stretching far beyond the obvious cornerstones of Engineering c sio a and Project Management. These topics include: Risk Management, Human Resources, Disaster Recovery Planning, IT infrastructure, Client CERTIFIED Service and Support, and dozens of other operational considerations. 2.5.4 Project Technology Experience 2.5.4.1 Schneider Electric PLCs, HMIs, and RTUs In the City's RFP, Enterprise Automation recognized the need for an integrator with significant experience with PLC, HMI, RTU, and communication processors, specifically with the Schneider Electric brand in a variety of Schneider Electric programming environments. Enterprise Automation is proud to be the first Schneider Electric Master Alliance Integration Partner in the USA and one of only 14 in the world. Alliance The Master Alliance Partner status is their highest level of certification. Master Additionally, we have more Control Expert and EcoStruxure Control Schneider System professionals than any firm in the country. These engineers are aElectriC recognized by Schneider electric as having mastered the complete EcoStruxure offer (Networking, PLC software, and SCADA software) and possess the capabilities and expertise to implement solutions for the most demanding and rigorous requirements. Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION + A-- COM-Y Our experience with EcoStruxure Control Expert (formerly Unity Pro) has continued to grow over the past twenty years with implementations on a variety of Modicon PLC platforms including Quantum (with scanning of Modicon Advantys Ethernet 1/0), Momentum, Premium, M340, and M580. Some of our municipal Modicon Control Expert projects include: Client INEWApplication Hardware City of Fresno Water treatment + distribution Quantum, Momentum, M340 City of Huntington Beach Water + Wastewater M340, M580 distribution City of Palm Springs Cogen plant M580 City of Santa Ana Water pump stations Momentum, M340 Encina Wastewater Authority Wastewater treatment M580 Golden State Water Water treatment + distribution Micro, Momentum, M340 Company Orange County Sanitation Water treatment + distribution Quantum, M580 District Rancho California Water Water distribution M340 District South Coast Water District Water distribution M340 Sweetwater Authority Water treatment + distribution Premium, Momentum, Quantum, M340 2.5.4.2 Dynac SCADA Although not requested through the City's RFP, EA is �� SC� '►, formally trained and capable of working on the City's p Kapsch Dynac SCADA system. Several of Enterprise Automation's engineers received formal training from Kapsch staff on the Dynac product and were trained by the City's personnel on the use and configuration of the City's Dynac ES SCADA system. The purpose of the training was to have EA's team understand how to configure the Dynac system and more importantly, to understand how the Dynac data structures and tagging systems worked. This training and deep understanding of the City's SCADA system is invaluable in assisting the City with their control system needs. Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Proiect Number: EA23CSA090, 0.0.0 AUTOMATION + ATET-H COM-Y 3. Understanding Scope of Services Enterprise Automation understands that the City, through this RFP, is seeking a highly qualified Industrial Automation Systems Integrator to provide the following: 1. Control panel drawings, functional specifications, programming specifications, and testing specifications for the City's water production and control facilities 2. SCADA systems source control and change control services 3. As -needed, the integrator will also act as the City's agent, providing oversight and training for the City's contracted controls programmers, who are responsible for implementing the designs developed 3.1 Standards A key goal of EA's role as the City's most recent Change Manager was to develop standardized approaches and documentation for site upgrade projects. EA successfully developed a suite of standardized documentation that has been utilized on several projects with multiple contractors and programmers. Through those experiences we've been able to significantly reduce the effort required to hand over the City's standards, increase the quality of contractor deliverables, and ensure that sites are implemented consistently. 3.2 Detailed Pump Station Scopes of Work See Appendix A for detailed scope of work documents for the Cambridge and Crooke pump station projects. Those projects include the following tasks. 3.2.1 Site Specific Deliverables: The following deliverables will be developed for each site, as needed to support capital upgrades: 1. Control Panel Drawing Package: a. Front and back panel layout drawings b. Power distribution drawing c. Inputs/outputs drawing d. Bill of Materials e. 1/0 list with tag names 2. Functional Specification 3. SCADA Design Specification 4. OIT Design Specification 5. Network Drawings 6. SCADA FAT Procedures and checklists 7. Panel FAT Procedures and checklists 8. SAT Procedures and checklists Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION + A-- COM-Y 3.2.2 SCADA Source Control EA has implemented and continues to utilize a source control system internally to track all changes to SCADA configurations, PLC programs, firewall configurations, smart field device configurations, and related devices. With the existing system in place, EA will maintain source control for the City, ensure all backups are up to date, and update/check-in/check-out source control documentation on an as needed basis. 3.2.3 SCADA Change Control Similar to source control, EA has implemented and continues to utilize a change control system internally to track all desired changes to the system, preventing ad -hoc changes to configurations that do not get documented. With the existing system in place, EA will maintain a change control system for the City, ensure all existing change requests are captured accurately in our system, and update change control documentation on an as needed basis. 3.2.4 Value Added Related Services There are several tasks that are necessary for the completion and success of each site capital project but were not included in the City's RFP. These tasks have proven critical in maintaining project budgets, schedules, and deliverable quality. We consider them non -optional scope. 3.2.4.1 Specification handovers Once the final functional specifications and test documents have been developed, EA will hand over them over to the City's contractor and integrator to develop configurations and construct the require control panel(s). 3.2.4.2 Testing contingency In previous projects with the City, EA has found that the SCADA FAT, panel FAT, and SAT testing procedures typically consume more time than the City has specified in their RFP. Due to this, EA has included additional testing budget to ensure EA has enough time budgeted to support these crucial testing procedures. 3.2.4.3 Training Following commissioning for each site capital project, EA will plan to train City operations staff on the operation and use of the updated controls system assets. This task has been a crucial part of previous change manager projects to ensure seamless operations for the City's staff and less oversight needed from EA once the site has been commissioned. 3.2.4.4 Post -commissioning as -built updates Also following commissioning, EA will update the developed specifications to as -built. The intent is to close the project out with documentation accurate to the field to aide with any future modifications and maintenance. Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Proiect Number: EA23CSA090, 0.0.0 AUTOMATION + ATET-H COM-Y 4. Relevant Experience For several clients EA is currently acting simultaneously as the integrator, consultant, and an extension of staff under either professional or master services agreements. These contracts are nearly identical in both scope and intent to the contract proposed by the City. We strongly believe that success in these contracts requires developing strong partnerships built on trust that both sides are equally dedicated to accomplish the common goal of a standardized, effective, and reliable SCADA system. The table below highlights some of our key municipal clients and the scope of services we provide, relevant to this RFP. Encina Wastewater Authority ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Sweetwater Authority ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ City of Santa Ana ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ City of Huntington Beach ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ City of Newport Beach ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ City of Fresno ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Vallecitos Water District ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ City of Long Beach ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ OC Sanitation District ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ South Coast Water District ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Golden State Water Company ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, v1.0.0 AUTOMATION + A-- COM-Y 4.1 Project Profiles Following are project profiles representative of EA's project experience and capabilities similar to those listed in this RFP. OM& Change Manager Servicesm"'.011pj"' �������m i Agreement 215 S. Center St. Santa Ana, CA 92704 11m,,,,,,1 y r' h ar +I ^_ CLIENT CONTACT� w �1i James Burk Civil Engineer, o 2 (714) 647-3315 ® 'burk santa-ana.or J @ 9 �- 11RMANAGER: Matt Avila 111ROJECT DETAILS CLIENT BACKGROUND: The City of Santa Ana is located in the heart of Orange County, California, and Key Insights is approximately 27 square miles. The City provides potable drinking water for -Source control the City's 334,000 residents and businesses. The City's water production -Change control system consists of 21 wells, 4 pressure control stations, 7 Metropolitan Water -SCADA Standards Development District connections, 7 pumping stations, and 5 reservoirs. The City also -Contractor Design Reviews operates and maintains 4 sewer lift stations. Control and monitoring of the -Functional Specification water system and sewer facilities are coordinated via the City SCADA system Development using a series of radios which transmit data from remote locations to the -Contractor and Programmer centralized City Home SCADA control room. oversight ► Key Technologies PROJECT DESCRIPTION -Modicon PLCs The City normally uses design -bid -build project delivery mechanisms, which -Modicon HMIs yields a variety of contractors implementing their water production facilities -Dynac SCADA but they desired more consistent designs to streamline operations and ► Project Metrics maintenance. In order to make standardization a priority and instigate a -EA's Services Value- $2M cultural shift, the City decided they needed a qualified automation consultant -Contract Period- 2018 - 2023 to prepare standardized functional specifications, HMI graphics standards, control panel drawings, automation program testing protocols, and change control mechanisms as a means to institute oversight for the City's contracted controls programmers. Through this contract, EA has hosted several process control and standardization workshops with City personnel and immediately used the decisions to develop standardized functional specifications, electrical designs, and test protocols for use at their water sites distribution sites. Concurrently, EA created change control policies, a source control system, and developed documented programming standards for all future City projects to ensure their water facilities were consistent. In addition to Change Manager Services, EA has assisted the City's SCADA programmer in configuring new screens in the Dynac SCADA system, developing new PLC and OIT programs, deploying configurations onsite and verifying proper operation of the site by leading startup and commissioning activities Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, v1.0.0 AUTOMATION + A-- COM-Y Master Services Agreement 100 Lakewood Ave. Chula Vista, CA 91910 Justin Brazil Director of Water Quality 2 (619) 409-6802 ® jbrazil@sweetwater.org PROJECT Jeff Benson Key Insights -Source control -Change control -Standards design -SCADA Evolution -Master/Annual Planning -Annual Support Contract -Full Distribution RTU replacement CLIENT BACKGROUND: Sweetwater Authority (SWA) provides water treatment and distribution to 200,000 people in a service area that covers 32 square miles near San Diego, California. It is a publicly owned water agency governed by an elected Board of Directors. ► Key Technologies PROJECT DESCRIPTION -AVEVA Plant SCADA In 2005 SWA executed an integrator interview process to select an integrator -AVEVA Historian -AVEVA Ampla partner. EA was selected as their sole integrator due to demonstrated SCADA -Modicon PLCs and water industry competence. EA's scope covers all SWA water production -Magelis OITs plants, ground water wells, and distribution controls. EA was engaged early as -MDS Radios a core team member of SWA's SCADA master planning committee, which -Cisco Networking Equipment continuously provides strategic direction and planning for SWA's SCADA -MOXA firewalls systems. Project Metrics Through consecutive professional service agreements beginning in 2005, this -EA Services Value: $11 M partnership has created one of the most standardized and robust automation -Contract Period: 2005- Present platforms in the industry. Sweetwater Authority is setting the standard for water control system design and management. EA was initially tasked with addressing several specific needs like SCADA alarming and data validation, but quickly progressed to comprehensive controls system design, long-term automation consulting, and development of a standards portfolio for the Authority. The current standards portfolio includes capital project system I&C design standards and review, control panel design, SCADA equipment and components, networking, IT policy, virtualization, PLC code, HMI graphics, process control methodology, data storage, MES, water quality reporting, and operator training standards. EA maintains all of these resources in the Authority's source control system and supports the Authority in enforcing their standards in new capital improvement projects and interim system changes. EA currently supports SWA as a sole sourced systems integrator to design and implement various improvement projects and an automation consultant to assist with annual planning, master plan budgeting, and working as an extension of staff and as a primary SCADA resource. Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, v1.0.0 AUTOMATION + A-- COM-Y Professional Services Agreement 19001 Huntington St. Huntington Beach, CA 92648 Bryan Arnado Utilities Technology Coordinator 2 (714) 536-5206 ® bryan.arnado@surfcity-hb.org Jeff Benson Key Insights -Source control -Change control -Standards design -SCADA Replacement -Master/Annual Planning -Annual Support Contract -Physical server to virtualized platform conversion and consolidation -Complete platform software upgrade -Department of Homeland Security Audit Key Technologies -VTScada -VMWare ESM virtualized platform -Modicon PLCs -Magelis OITs Project Metrics -EA Services Value: $4M -Contract Period: 2013- Present CLIENT BACKGROUND: The City of Huntington Beach, California is a full service, predominantly residential city with a population of about 200,000 located in northwestern Orange County. The City owns and operates both the water utility and wastewater collection system serving its 200,000 citizens. Their assets include 27 sewer lift stations, 10 wells, 5 reservoirs, 16 flood stations, and 9 turnouts where imported water from Metropolitan Water District (MWD) is resold to several local cities and agencies. PROJECT DESCRIPTION EA was awarded our first PSA with the City in 2013 and has been working closely with them since. During the time of the first PSA award, the City faced the challenge of locating and retaining a local systems integrator with the qualifications, references, resources, and dedication needed to meet the immediate and future needs of a public entity providing water and wastewater utilities to customers in a growing metropolitan area. Specifically, the City needed three forms of support: on -call support for their legacy system, planning and execution of projects, and assistance with planning their replacement SCADA system. EA's solution started with auditing existing assets, documenting pressing needs, and hardening the legacy system for improved reliability. The first priority and most significant improvement was virtualizing the City's 30 computer platform, stratifying the SCADA networks, and isolating the water and wastewater Wonderware projects. Upon completion, EA conducted preventative maintenance routines on a semi-annual basis, incorporating change requests for City operations as needed. Concurrently, EA conducted workshops with the City to define their vision, preferred automation standards, and plan upgrade projects accordingly. To better meet the operational needs of the City, EA transitioned the Wonderware SCADA systems to VTScada. Instead of the usual up -front approach of writing and getting approval for a long and involved project specification, the City proposed a more agile methodology for the project. In - person, bi-weekly meetings were scheduled, which gave the City direct involvement in the development and more control over the process by enabling just -in -time decision making. Today, EA continues to build on and rehabilitate the City's platform and SCADA assets. Projects include the modernization and rehabilitation of City sewer lift stations, PLC replacements at similar City assets, and continuous long-term planning for the City's SCADA assets. Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, v1.0.0 AUTOMATION + A-- COM-Y Master Services Agreement 6200 Avenida Encinas Carlsbad, CA 92011 Scott McClelland Assistant General Manager 2 (760) 268-8837 M smcclelland@encinajpa.com PROJECT MANAGER: Key Insights -Source control -Change control -Standards design -SCADA Master Planning -Complete facility controls overhaul -6,300 10 over 7 plant areas -50+ PLCs ► Key Technologies -Modicon PLCs -Schneider HDCS -AVEVA Historian -AVEVA Plant SCADA -Test Platform -Source Control -Change Control ► Project Metrics -EA Services Value: $15M -Contract Period: 2017-2022 CLIENT BACKGROUND: The Encina Wastewater Authority (EWA) is a public agency located in Carlsbad, California. EWA provides wastewater treatment services to more than 400,000 residents in northwestern San Diego County. EWA's facilities and services are essential for protecting the local ocean environment, preserving public health, and providing recycled water resources for the region. Enterprise Automation has provided sole sourced automation and integration services to EWA since 2017 as part of a five-year professional services agreement. PROJECT DESCRIPTION Since the current control system was originally implemented at Encina Water Pollution Control Facility (EWPCF), the system has been maintained and upgraded by EWA staff, low -bid integrators, and miscellaneous contractors. This approach lacked standardization and documentation, leading to network and reliability issues. In 2017 the Authority developed and released an RFP to find an automation consultant who could overhaul the entire facility and develop a platform built on industry best practices and a pervasive standardization. EA was awarded the five-year Master Services Agreement and immediately set to developing a master plan for the future of the EWPCF. Through this contract, EA was tasked with: • Implementing source and change control systems • Control panel designs • Network designs • Functional/operational specifications • Virtualized design and implementation • Test platform development • Programming and configuration • FAT, startup, and SAT documentation and execution • Change Management services EA is currently executing several concurrent projects according to the developed Master Plan to address the nearly 6,300 10 spread across seven plant areas. Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION + A-- COM-Y 5. References CITY OF SANTA ANA RFP NO_: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES APPENDIX ATTACHMENT 3: PROPOSER'S REFERENCES List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference Customer Name: Sweetwater Authority Address: 100 Lakewood Ave. Chula Vista, CA 91910 Contact Individual: Justin Brazil Phone Number: 619 409-6802 Email: lbrazil@sweetwater.org Contract Amount: 11 M Year; 2005-2026, 4x 5-year contracts + 1-year ext. Description of supplies, equipment, or services provided: 24x7 on -call support, bi-annual maintenance, software renewal support, as -needed integration services SCADA consultina. SCADA master olannino. test Diatform mamt. ext of staff, annual budaetinalnlann Reference Customer Name: City of Hunting -ton Beach Address. 19001 Huntington St. Huntington Beach, CA 92648 Contract Amount: $4M Contact Individual: Bryan Afnado Phone Numt>er: _(714) 536-5206 Emaii: �an.arnado@surfcity-hb.org Year- 2013-2023, 3x 3-year contracts + 1-year ext. Description of supplies, equipment, or services provided: Bi-annual maintenance, software support renewals, as -needed integration services, test platform mgmt Extension of staff, emeLQencV support, annual budgeting and planning, automation consulting, audits Reference Customer Name: Encina Wastewater Authority Address: 6200 Avenida Encinas Carlsbad, CA 92011 Contract Amount: $15M Contact Individual: Scott McClelland Phone Num6er (7601268-8837 Email: smcclelland@encinajpa.com Year: 2017-2025, 5-year contract + 2-year ext. Description of supplies, equipment, or services provided: 24x7 on -call support, bi-annual maintenance software renewal support, as -needed integration services SCADA consulting, SCADA master planning,test Platform m mt, ext of staff, annual budgetingiplanning City of Santa Ana RFP 23-026 Water Resources Functional Specifications Development and SCADA Programming Services Page 24 17-40 R. a Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION + A-- COM-Y CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCApA PROGRAMMING SERVICES Reference Customer Name: City of Newport Beach Address: 949 West 16th St. Newport Beach, CA 92660 Contract Amount: $1 M Contact individual: Brent Millard 9 Phone Number: 49 ) 718-3414 Email: bmillard@newportbeachca.gov Year: 2019-2024, 5-year contract Description of supplies, equipment, or services provided: 1Dx5 on -call support, bl-annual maintenance, as -needed integration services, SCADA consulting test plafErm mgm , ext of statt, annual u ge ing p anning THIS PORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP 23-026 Water Resources Functional Specifications Development and SCADA Programming Services Page 25 17-41 Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 + AUTOMATION A-- COM- Appendix A - Pump Station Detailed Scopes of Work 14 Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, v1.0.0 AUTOMATION + ATET-H COM-Y Crooke Pump Station ENTERPRISE AUTOMATION A TETRA TECH COMPANY Scope of Work Crooke Pump Station Func. Spec Dev & Programming V.100 PROJECT NUMBER: EA23CSA090 Prepared for: On: City of Santa Ana 3/9/2023 ouncil 17 — 44 9/19/2023 Crooke Pump Station Func. Spec Dev & Programming Scope of WorkENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH COMPANY History Table of Contents 1 Proposal Background...................................................... 2 Project Goals..................................................................... 3 Project Approach............................................................. 4 Assumptions..................................................................... 5 Scope of Work.................................................................. 5.1 Project Management .............................................. 5.2 Project initiation....................................................... Project initiation Deliverables ........................................ 5.3 Design Review.......................................................... Design Review Deliverables ........................................... 5.4 Control Panel Drawings .......................................... Control Panel Drawings Deliverables ........................... 5.5 Functional Specifications ....................................... Functional Specifications Deliverables ........................ 5.6 Programming & Testing Specifications .............. Programming & Testing Specifications Deliverables 5.7 SCADA Source Control ........................................... SCADA Source Control Deliverables ............................. 5.8 SCADA Change Control .......................................... SCADA Change Control Deliverables ........................... 6 Change Manager Tasks .................................................. SCADA Change Control Deliverables ........................... 7 Assumptions & Clarifications ........................................ 8 Schedule............................................................................ 9 Cost Estimate................................................................... 9.1 Travel......................................................................... 10 Conclusion.................................................................... 11 Terms & Conditions..................................................... Appendix A: Deliverables List ................................................. Client Deliverables................................................................ Internal Deliverables............................................................ ..4 ..5 ..5 ..5 ..6 ..6 ..7 ..8 ..8 ..8 ..8 ..9 ..9 11 11 12 12 12 12 12 13 13 14 14 15 15 15 16 17 17 17 Crooke Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH COMPANY Acronyms and Terms For the remainder of Term CR the document the following acronyms will be used. Description SCADA Change Request EA Enterprise Automation (Integrator) FAT Factory Acceptance Test HMI Human Machine Interface 0&M Operation and maintenance manuals OIT Operator Interface Terminal, stand-alone graphical interface typically found on standalone equipment or remote sites PLC Programmable Logic Controller PM Project Manager SAT Site Acceptance Test SCADA Supervisory Control and Data Acquisition (refers to the entire automation system) CSA, the City City of Santa Ana Crooke Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH COMPANY 1 Proposal Background Enterprise Automation has been providing SCADA integration services to the City of Santa Ana since 2014 through several projects including East Pump Station, SA-5, San Lorenzo Lift Station, Well 40, Well 38, Garthe Pump Station, Walnut Pump Station, and more. In March 2018, the City of Santa Ana awarded Enterprise Automation a three-year professional services agreement to provide SCADA and PLC "Change Management" services which was extended an additional two years. In this role, EA is responsible for promoting and implementing standardization and best practices throughout the City's water distribution SCADA system. Through the Change Manager Contract, EA has developed several SCADA standards for the City including: • IC&E Standards • Device Standards • Facility Naming and Tagging Standards • PLC Programming Standards • OIT Design Standards • HMI Standards This standardization has resulted in projects that are more consistent, less expensive to implement, easier to train operators on, and overall more successful. The documentation also facilitates an efficient transfer of knowledge between the City and their consultants. In pursuit of implementing these standards across all of their sites, the City has asked EA to develop designs for the City's water distribution assets which include wells, reservoirs/pump stations, PRVs, MWD connection sites, and lift stations. EA's role is to ensure that they are consistent, well documented, thorough, and leverage the City's validated standards. The scope of this project includes providing such design services for the City's Cambridge Pump Station. EA's specific deliverables and tasks for this project are 1. Perform a review of 100% designs (P&IDs, drawings, MCC design) and provide comments to the design consultant to ensure the IC&E standards are implemented 2. Develop the following design documentation for Crooke Pump Station a. Panel design (ready for fabrication drawing set and design calculations) b. Tag, 10, and equipment lists c. PLC Functional Specification d. SCADA Design Specification e. OIT Design Specification f. Network drawings 3. Hand over design specifications to the City's integrator 4. Generate SCADA FAT, Panel FAT, and SAT documentation 5. Assist with SCADA FAT, Panel FAT, and Commissioning (SAT) 6. Develop operator training manuals and deliver training sessions 7. Deliver post -commissioning as -built design documents Note: This is a design -only project. Programming, panel procurement, testing, and deployment will be executed by the City's other consultants for this project. Crooke Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH COMPANY 2 Project Goals The goals of this project are: 1. Provide quality control and procedural compliance oversight over the City's control system programming consultant (the integrator) and panel fabricator. 2. Develop designs according to the City's existing SCADA, PLC, OIT, network, 10, and panel standards. 3. Ensure that the control requirements for Crooke Pump Station are thoroughly documented. 4. Help the City achieve their long-term goal to standardize their entire water distribution SCADA system. 5. Reduce budget and operational risk from the implementation and commissioning phases of this project. 3 Project Approach Our project approach is designed to: 1. Promote consistency and reduce project risk by leveraging existing designs which have been thoroughly tested. 2. Maximize client engagement at all necessary levels (operations, maintenance, and management) to ensure that the project deliverables meet the City's needs. 3. Test everything where practical, prior to site deployment to reduce the probability of rework being necessary in the field. 4. Encourage transparency between EA, the City, and their contractors and consultants. 4 Assumptions Please see Section 7 for Assumptions and Clarifications. Note: many assumptions and clarifications listed must be considered in the context of the content in this scope, otherwise they may seem unclear or inconsistent. Crooke Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH COMPANY 5 Scope of Work This section details the scope of work for tasks included in the estimate in Appendix B, which are arranged to represent the expected order of execution. At the bottom of each section will be a summary of the deliverables to be produced. • Client deliverables: items EA will produce and submit to the client • Internal deliverables: items EA will produce for internal use (available by request) 5.1 Project Management EA will provide a dedicated project manager to be the main point of contact and steward all communication through EA. The PM has primary responsibility for this project's scope, budget, and schedule. The PM will prepare a project schedule, publish it, and periodically update it as the project unfolds. At the commencement of the project, the PM will submit the schedule to the City in electronic format. Throughout the life of the project, the PM will perform all commercial, budget, and project tracking related updates. The labor estimate for project management is comprised of the "Initiation" sheet in the cost estimate in Appendix B, plus a fixed percentage of all other engineering hours (as shown in the estimate). For each workshop or meeting involving key project decisions, EA's PM will draft and release meeting minutes with action items and dates assigned within one week. Key Project Management Roles and Activities- 1 . Primary point of contact, communications coordination 2. Project scheduling 3. Internal project team meeting coordination 4. Project status tracking (daily/weekly) 5. Project status communication with the City 6. Project invoices and tracking report (monthly) 7. Project coordination 8. Procurement oversight 5.1.1 PM communications plan 5.1.1.1 Project status updates The PM will contact the City's project manager a minimum of once every two weeks, via email, to provide status updates for all ongoing tasks. This standard practice helps to maintain an open line of communication when current project activities do not require direct contact between EA and the City. Crooke Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH COMPANY 5.2 Project initiation The "Initiation" sheet in the estimate includes activities associated with starting the project. This includes setting up the project in our accounting, project tracking, and resource planning systems. 5.2.1 Execution planning Execution planning is a standard engineering activity where the engineers document the systematic process required to generate each deliverable. These plans are continually updated as engineering work is completed such that the team can accurately predict their future budget performance. This is an elementary activity of EA's preparation and quality control process. EA engineers (typically the Lead Engineer) will set up the execution plan templates prior to the kickoff meeting. Their templates are based on this scope and estimate. Once the kickoff meetings are complete and mutual understanding of the scope is confirmed, EA will update and add more detail to the execution plans developed previously. 5.2.2 Internal kickoff Once a PM is assigned and an engineering team has been established, they will perform an internal team kickoff to review the following: 1. Customer history 2. Relevant parties involved 3. Relevant documentation (specs, designs, etc...) 4. Project scope, budget, schedule, and risk areas The risk register is an especially valuable tool that is developed during or shortly after the internal kickoff. Engineers use it to track any and all risks (commercial, technical, coordination, etc.) and develop mitigation strategies. The risk register is updated on a regular basis throughout the life of a project and is available for client review at any time. 5.2.3 Project kickoff meeting Following the internal kickoff meeting EA will prepare for a formal kickoff meeting. We will an agenda at least one week prior to the meeting. EA's project team, including project engineers and the project manager, will attend the formal kickoff meeting. Meeting minutes will be published containing action items with assigned responsibilities and due dates. 5.2.4 Team check -in meetings Internal project team meetings between the EA PM and EA engineering staff are conducted regularly during all projects. These meetings are used to discuss overall project status, budget, schedule, scope, and risk scenarios. The risk register is updated as known risks are averted or mitigated and new risk scenarios are identified. We consider these formal meetings a critical component to our success as they facilitate team coordination and collaboration in an organized and controlled manner. Crooke Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH COMPANY Project initiation Deliverables 5.3 Design Review At the onset of this project, EA will review design documentation that the City's contractor has developed for this project. The exact scope of this task will be determined by the City and EA's project team on an as -needed basis but will likely include a review of the 100% P&IDs, electrical drawings, and MCC design. Additionally, EA will review the MCC fabricator's ready for construction drawing set for alignment with the design documentation. EA will provide redlined comments to the designer following this review to be incorporated into the final design. Design Review Deliverables 1. 100% Design review notes 2. MCC construction drawing review notes None 5.4 Control Panel Drawings EA will be responsible for the development of control panel drawings for Crooke Pump Station. This pump station consists of 3 booster pumps,1 reservoir, and 2 groundwater wells. The Crooke Pump Station Control Panel Design will conform to existing control panel standards and will include the following at a minimum: • Front panel layout drawing • Back panel layout drawing • Power distribution drawing • Communication network drawing • Analog inputs/outputs drawing • Digital input/output drawing • Bill of Materials • 1/0 list with tag names • Additional specifications (standard provided by the City) Crooke Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH COMPANY o DC power components o Ethernet and networking components o Telemetry components o Control panel construction EA will submit the panel design package to the City for review following completion. Control Panel Drawings Deliverables Crooke Pump Station Control Panel Design package None 5.5 Functional Specifications For this project, EA will be responsible for developing the design specifications necessary to specify the controls operations for Crooke Pump Station. The specifications will represent how the City desires the site to operate and to be updated to adhere to, not the existing operations scheme. Utilizing EA templates, EA will develop new functional specification documents to detail the design and functionality of Crooke's control systems. 5.5.1 Site investigation At the beginning of this phase, EA will visit Crooke Pump Station to conduct a site investigation. The site visit will include the review as -built field conditions, review the existing panel, and to review the networking infrastructure. The intent of this site visit is to ensure the existing documentation aligns with the field before making specifications based on that documentation. 5.5.2 Design workshop Prior to the development of the specification documents, EA will host a design workshop with the City to determine functional requirements for Crooke Pump Station. This includes discussing 10 and equipment list changes, PLC Functional Specification requirements, SCADA Design Specification requirements, and OIT Design Specification requirements. 5.5.3 10 list EA will develop an 10 list for Crooke based on findings during the site investigation and changes to the site noted during the design workshop and from the design documentation. EA will submit the 10 list to the City for review. 5.5.4 Functional Specification EA will develop a Functional Specification for Crooke, which will detail PLC program details and how the PLC program is expected to operate. This specification will be based on specifications in which EA has developed for previous City projects and the City's standards. This specification will Crooke Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A A TETRA TECH COMPANY also leverage standard template documents that EA has already developed as part of other projects. The Functional Specification will define details such as: • Narrative overview of the function and operation • Identification of all physical site components • Control narrative description for each component • Process control strategy description • Identification of 10, setpoints, commands, permissive, etc. • Alarms • Totalizers • PLC standard device code modules to be used in programming The intent of this document is to provide a high amount of detail and clarity to all groups working on the controls systems at Crooke, especially the integrator responsible for programming. The integrator will use this document to ensure the PLC program is consistent with those at other remediated sites. EA will submit the Functional Specification to the City for review. 5.5.5 SCADA Design Specification Similar to the PLC Functional Specification, EA will develop a SCADA Design Specification to detail the SCADA configuration for Crooke. This specification will be based on specifications in which EA has developed for previous City projects and the City's standards and will leverage standard template specification documents from other projects. The SCADA Design Specification will define: SCADA screens and their functions, content, operations, and navigation Communication parameters Tag and alarm list This specification will ensure configuration by the integrator is thoroughly planned and consistent with existing Dynac SCADA screens. EA will submit the SCADA Design Specification to the City for review. 5.5.6 OIT Design Specification Leveraging the City's OIT design standards and previously developed OIT Design Specification, EA will develop an OIT Design Specification for Crooke. The specification will define Crooke's OIT screens and popups. The screens will be designed to use the graphic objects which EA has developed for previous site OITs. This specification will ensure configuration by the integrator is thoroughly planned and consistent with those existing OIT screens. EA will submit the OIT Design Specification to the City for review. Crooke Pump Station Func. Spec Dev & Programming Scope of Work EA Project Number: EA23CSA090, 0.0.0 ENTERPRISE AUTOMATION A TETRA TECH COMPANY 5.5.7 Network drawings To accompany the design documentation package, EA will develop a basic network diagram for Crooke Pump Station showing all equipment and their network connections. 5.5.8 Design Review Workshop EA will host a Design Review Workshop to review the developed design specifications. The City will review the submitted specifications and provide comments and feedback during this workshop. EA will update the specifications to final versions following this workshop. Functional Specifications Deliverables Client 1. Deliverables Design workshop meeting minutes 2. Draft and Final 10 and equipment lists 3. Draft and Final Functional Specification 4. Draft and Final SCADA Design Specification 5. Draft and Final OIT Design Specification 6. Draft and Final network drawings 7. Design Review Workshop meeting minutes Site investigation notes 5.6 Programming & Testing Specifications During the programming and testing phases of this project, EA will be responsible for: • Developing test documentation for PLC, SCADA, OIT, and panel testing • Oversee witnessed testing procedures • Provide onsite startup support for the City's contractor and integrator The test procedures and checklists EA develops will be intended to guide the SCADA FAT, panel FAT, and SAT. These three comprehensive, witnessed testing sessions will ensure the SCADA configuration, PLC program, OIT program, and fabricated panel are all tested before they are deployed onsite and once more upon startup. EA will submit these test procedures and checklists to the City for review and feedback. Once approved, EA will hand over the three test procedures and checklists to the City's contractor and integrator. In addition to the development of the test documentation, EA will oversee the SCADA FAT, panel FAT, and SAT onsite. For each test, EA will ensure that all non -conformances are logged and, if necessary, will use as needed support budget to attend re -testing. EA has included budget for as needed support for both the contractor and integrator during the programming and testing phase. Crooke Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH COMPANY Programming & Testing Specifications Deliverables 1. SCADA FAT procedures, checklists, and oversight 2. Panel FAT procedures, checklists, and oversight 3. SAT procedures, checklists, and oversight Test documentation handover notes 5.7 SCADA Source Control EA has implemented and continues to utilize a source control system internally to track all changes to SCADA configurations, PLC programs, firewall configurations, smart field device configurations, and related devices. With the existing system in place, EA will maintain source control for the City, ensure all backups are up to date, and update/check-in/check-out source control documentation on an as needed basis. SCADA Source Control Deliverables Host source control for the City None 5.8 SCADA Change Control Similar to source control, EA has implemented and continues to utilize a change control system internally to track all desired changes to the system, preventing ad -hoc changes to configurations that do not get documented. With the existing system in place, EA will maintain a change control system for the City, ensure all existing change requests are captured accurately in our system, and update change control documentation on an as needed basis. SCADA Change Control Deliverables Maintain change control for the City None Crooke Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH COMPANY 6 Change Manager Tasks There are several tasks that are necessary for the completion and success of each site capital project but were not included in the City's RFP. These tasks have proven critical in maintaining project budgets, schedules, and deliverable quality. We consider them non -optional scope. 6.1.1 Specification handovers Once the final functional specification documents have been developed, EA will hand over the specifications and supporting design documentation to the City's integrator. The integrator will use these specifications to complete programming in a standardized matter and will be used to test against following configuration. 6.1.2 Testing contingency In previous projects with the City, EA has found that the SCADA FAT, panel FAT, and SAT testing procedures typically consume more time than the City has specified in their RFP. Due to this, EA has included additional testing budget to ensure EA has enough time budgeted to support these crucial testing procedures. 6.1.3 Training Following commissioning, EA will plan to train City operations staff on the operation and use of the updated controls at Crooke. This task has been a crucial part of previous change manager projects to ensure seamless operations for the City's staff and less oversight needed from EA once the site has been commissioned. EA will develop a training manual to guide the training sessions. Once developed, EA will spend 2 days delivering the training onsite. 6.1.4 Post -commissioning as -built updates Also following commissioning, EA will update the developed specifications to as -built. The intent is to close the project out with documentation accurate to the field to aide with any future modifications and maintenance. SCADA Change Control Deliverables 1. Operator training 2. Post -commissioning as -built updates 3. Operator training Crooke Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH COMPANY 7 Assumptions & Clarifications The following assumptions and clarifications were used in preparing this proposal: 1. All developed design documentation will conform to the City's existing standards to ensure a consistent result at Crooke Pump Station to other stations EA has worked on previously. 2. The design contractor will be familiar with the City's IC&E standards and will not require a handover on those standards. A handover to accomplish this will require additional time to complete. 3. EA is only developing a panel design for the one PLC control panel at Crooke Pump Station. Additional panels are currently out of scope and will require additional budget if required by the City. 4. EA will need additional time for the initial site investigation if the overall project is not replacing the MCC and instrumentation. The additional time would be used to investigate what Crooke currently has in more detail. 5. Hardware and hardware procurement is not included in this project. 6. Programming PLC, HMI, and SCADA programs are not included in the scope of work for EA to execute. 7. Crooke is assumed to contain a Modicon or Momentum PLC, VFDs, Limitorque and AUMA motor operated valves, mag meters, and a Magelis HMI or Unitronics display. The RFP additionally mentions Crooke has 2 reservoir wells. 8. EA assumes the Witnessed SCADA FAT will be hosted virtually at EA's office or virtually. Additional travel time and budget will be needed if neither of these conditions are part of the SCADA FAT for this project. 9. SCADA Source Control and Change Control are implemented and maintained by EA currently. Budget included will simply be utilized for specific site updates at the onset of this contract. 10. Unless specifically indicated in this scope of work, design documentation developed through this project will not be stamped by a professional engineer. 11. All submittals will be transmitted in electronic format (no hard copies will be provided) 12. Written approval (email or letter) from the City is required for all submittals within 10 business days of release by EA. 13. Delays due to mechanical, electrical, or IT related issues, production scheduling constraints, or lack of system availability out of EA's control, which result in additional site time, will be charged at EA's standard hourly rates. 8 Schedule The PM will release an initial schedule upon project initiation. Crooke Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH COMPANY 9 Cost Estimate The tasks to be performed along with the estimated time to complete the tasks are detailed in Volume II of this RFP response. Work under this proposal is on a time and expenses basis, and the pricing in Appendix B is an estimate only made in good faith without consideration for delays and unknowns. Enterprise Automation will continually track task progress against this estimate and will inform the City of any anticipated projected overruns. Any additional hours required to perform the specified tasks will be submitted to the City as a change order request. The decision to continue the work or consider alternative options will therefore remain with the City. Any additions to the scope of work will also be submitted to the City as a change order request. Approval of any change order by the City will be required prior to Enterprise Automation commencing or continuing the work task in question. Billings will occur every month and will include man-hour break downs indicating hours expended, resources utilized, on a per task basis. Enterprise Automation will maintain an open line of communication with the City to discuss status of the work in progress, potential problems with scheduled work, changes in the estimated hours, and to coordinate up and coming tasks. 9.1 Travel All travel is billed at cost according to the U.S. General Services Administration (GSA) for hotel and per diem rates and the IRS standard mileage rate as of 3/9/2023. 10 Conclusion I welcome any further discussion that may facilitate the refinement of this scope of work. Please contact me at (949) 769-6000 or alternatively on my cell phone at (714) 878-9422 with any questions. Submitted by Josh Riley Principal Crooke Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, v1.0.0 AUTOMATION A TETRA TECH COMPANY 11 Terms & Conditions Terms and conditions are as per the following contract signed <TBD>: <TBD> Crooke Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH COMPANY Appendix A: Deliverables List Client Deliverables 1. Kickoff meeting minutes 2. Project Schedule in Gantt format 3. 100% Design review notes 4. MCC construction drawing review notes 5. Crooke Pump Station Control Panel Design package 6. Design workshop meeting minutes 7. Draft and Final 10 and equipment lists 8. Draft and Final Functional Specification 9. Draft and Final SCADA Design Specification 10. Draft and Final OIT Design Specification 11. Draft and Final network drawings 12. Design Review Workshop meeting minutes 13. SCADA FAT procedures, checklists, and oversight 14. Panel FAT procedures, checklists, and oversight 15. SAT procedures, checklists, and oversight 16. Host source control for the City 17. Maintain change control for the City 18. Operator training 19. Post -commissioning as -built updates 20. Operator training Internal Deliverables 1. Execution plans 2. Initial risk register 3. Site investigation notes 4. Test documentation handover notes 5. Specification handover notes 6. Operator training manuals 17-60 14 Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, v1.0.0 AUTOMATION + ATET-H COM-Y Cambridge Pump Station ENTERPRISE X x AUTOMATION A TETRA TECH COMPANY Scope of Work Cambridge Pump Station Func. Spec Dev & Programming V.1.0.0 PROJECT NUMBER: EA23CSA090 Prepared for: On: City of Santa Ana 3/9/2023 ouncil 17 — 62 9/19/2023 Cambridge Pump Station Func. Spec Dev & Programming Scope of Work EA Project Number: EA23CSA090, 0.0.0 History Table of Contents 1 Proposal Background...................................................... 2 Project Goals..................................................................... 3 Project Approach............................................................. 4 Assumptions..................................................................... 5 Scope of Work.................................................................. 5.1 Project Management .............................................. 5.2 Project initiation....................................................... Project initiation Deliverables ........................................ 5.3 Design Review.......................................................... Design Review Deliverables ........................................... 5.4 Control Panel Drawings .......................................... Control Panel Drawings Deliverables ........................... 5.5 Functional Specifications ....................................... Functional Specifications Deliverables ........................ 5.6 Programming & Testing Specifications .............. Programming & Testing Specifications Deliverables 5.7 SCADA Source Control ........................................... SCADA Source Control Deliverables ............................. 5.8 SCADA Change Control .......................................... SCADA Change Control Deliverables ........................... 6 Change Manager Tasks .................................................. SCADA Change Control Deliverables ........................... 7 Assumptions & Clarifications ........................................ 8 Schedule............................................................................ 9 Cost Estimate................................................................... 9.1 Travel......................................................................... 10 Conclusion.................................................................... 11 Terms & Conditions..................................................... Appendix A: Deliverables List ................................................. Client Deliverables................................................................ Internal Deliverables............................................................ ENTERPRISE AUTOMATION A TETRA TECH COM-Y ..4 ..5 ..5 ..5 ..6 ..6 ..7 ..8 ..8 ..8 ..8 ..9 ..9 11 11 12 12 12 12 12 13 13 14 14 15 15 15 16 17 17 17 Cambridge Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH CO-HY Acronyms and Terms For the remainder of Term CR the document the following acronyms will be used. Description SCADA Change Request EA Enterprise Automation (Integrator) FAT Factory Acceptance Test HMI Human Machine Interface 0&M Operation and maintenance manuals OIT Operator Interface Terminal, stand-alone graphical interface typically found on standalone equipment or remote sites PLC Programmable Logic Controller PM Project Manager SAT Site Acceptance Test SCADA Supervisory Control and Data Acquisition (refers to the entire automation system) CSA, the City City of Santa Ana Cambridge Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH CO-HY 1 Proposal Background Enterprise Automation has been providing SCADA integration services to the City of Santa Ana since 2014 through several projects including East Pump Station, SA-5, San Lorenzo Lift Station, Well 40, Well 38, Garthe Pump Station, Walnut Pump Station, and more. In March 2018, the City of Santa Ana awarded Enterprise Automation a three-year professional services agreement to provide SCADA and PLC "Change Management" services which was extended an additional two years. In this role, EA is responsible for promoting and implementing standardization and best practices throughout the City's water distribution SCADA system. Through the Change Manager Contract, EA has developed several SCADA standards for the City including: • IC&E Standards • Device Standards • Facility Naming and Tagging Standards • PLC Programming Standards • OIT Design Standards • HMI Standards This standardization has resulted in projects that are more consistent, less expensive to implement, easier to train operators on, and overall more successful. The documentation also facilitates an efficient transfer of knowledge between the City and their consultants. In pursuit of implementing these standards across all of their sites, the City has asked EA to develop designs for the City's water distribution assets which include wells, reservoirs/pump stations, PRVs, MWD connection sites, and lift stations. EA's role is to ensure that they are consistent, well documented, thorough, and leverage the City's validated standards. The scope of this project includes providing such design services for the City's Cambridge Pump Station. EA's specific deliverables and tasks for this project are 1. Perform a review of 100% designs (P&IDs, drawings, MCC design) and provide comments to the design consultant to ensure the IC&E standards are implemented 2. Develop the following design documentation for Cambridge Pump Station a. Panel design (ready for fabrication drawing set and design calculations) b. Tag, 10, and equipment lists c. PLC Functional Specification d. SCADA Design Specification e. OIT Design Specification f. Network drawings 3. Hand over design specifications to the City's integrator 4. Generate SCADA FAT, Panel FAT, and SAT documentation 5. Assist with SCADA FAT, Panel FAT, and Commissioning (SAT) 6. Develop operator training manuals and deliver training sessions 7. Deliver post -commissioning as -built design documents Note: This is a design -only project. Programming, panel procurement, testing, and deployment will be executed by the City's other consultants for this project. Cambridge Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH CO-HY 2 Project Goals The goals of this project are: 1. Provide quality control and procedural compliance oversight over the City's control system programming consultant (the integrator) and panel fabricator. 2. Develop designs according to the City's existing SCADA, PLC, OIT, network, 10, and panel standards. 3. Ensure that the control requirements for Cambridge Pump Station are thoroughly documented. 4. Help the City achieve their long-term goal to standardize their entire water distribution SCADA system. 5. Reduce budget and operational risk from the implementation and commissioning phases of this project. 3 Project Approach Our project approach is designed to: 1. Promote consistency and reduce project risk by leveraging existing designs which have been thoroughly tested. 2. Maximize client engagement at all necessary levels (operations, maintenance, and management) to ensure that the project deliverables meet the City's needs. 3. Test everything where practical, prior to site deployment to reduce the probability of rework being necessary in the field. 4. Encourage transparency between EA, the City, and their contractors and consultants. 4 Assumptions Please see Section 7 for Assumptions and Clarifications. Note: many assumptions and clarifications listed must be considered in the context of the content in this scope, otherwise they may seem unclear or inconsistent. Cambridge Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH COM-Y 5 Scope of Work This section details the scope of work for tasks included in the estimate in Appendix B, which are arranged to represent the expected order of execution. At the bottom of each section will be a summary of the deliverables to be produced. • Client deliverables: items EA will produce and submit to the client • Internal deliverables: items EA will produce for internal use (available by request) 5.1 Project Management EA will provide a dedicated project manager to be the main point of contact and steward all communication through EA. The PM has primary responsibility for this project's scope, budget, and schedule. The PM will prepare a project schedule, publish it, and periodically update it as the project unfolds. At the commencement of the project, the PM will submit the schedule to the City in electronic format. Throughout the life of the project, the PM will perform all commercial, budget, and project tracking related updates. The labor estimate for project management is comprised of the "Initiation" sheet in the cost estimate in Appendix B, plus a fixed percentage of all other engineering hours (as shown in the estimate). For each workshop or meeting involving key project decisions, EA's PM will draft and release meeting minutes with action items and dates assigned within one week. Key Project Management Roles and Activities- 1 . Primary point of contact, communications coordination 2. Project scheduling 3. Internal project team meeting coordination 4. Project status tracking (daily/weekly) 5. Project status communication with the City 6. Project invoices and tracking report (monthly) 7. Project coordination 8. Procurement oversight 5.1.1 PM communications plan 5.1.1.1 Project status updates The PM will contact the City's project manager a minimum of once every two weeks, via email, to provide status updates for all ongoing tasks. This standard practice helps to maintain an open line of communication when current project activities do not require direct contact between EA and the City. Cambridge Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH CO-HY 5.2 Project initiation The "Initiation" sheet in the estimate includes activities associated with starting the project. This includes setting up the project in our accounting, project tracking, and resource planning systems. 5.2.1 Execution planning Execution planning is a standard engineering activity where the engineers document the systematic process required to generate each deliverable. These plans are continually updated as engineering work is completed such that the team can accurately predict their future budget performance. This is an elementary activity of EA's preparation and quality control process. EA engineers (typically the Lead Engineer) will set up the execution plan templates prior to the kickoff meeting. Their templates are based on this scope and estimate. Once the kickoff meetings are complete and mutual understanding of the scope is confirmed, EA will update and add more detail to the execution plans developed previously. 5.2.2 Internal kickoff Once a PM is assigned and an engineering team has been established, they will perform an internal team kickoff to review the following: 1. Customer history 2. Relevant parties involved 3. Relevant documentation (specs, designs, etc...) 4. Project scope, budget, schedule, and risk areas The risk register is an especially valuable tool that is developed during or shortly after the internal kickoff. Engineers use it to track any and all risks (commercial, technical, coordination, etc.) and develop mitigation strategies. The risk register is updated on a regular basis throughout the life of a project and is available for client review at any time. 5.2.3 Project kickoff meeting Following the internal kickoff meeting EA will prepare for a formal kickoff meeting. We will an agenda at least one week prior to the meeting. EA's project team, including project engineers and the project manager, will attend the formal kickoff meeting. Meeting minutes will be published containing action items with assigned responsibilities and due dates. 5.2.4 Team check -in meetings Internal project team meetings between the EA PM and EA engineering staff are conducted regularly during all projects. These meetings are used to discuss overall project status, budget, schedule, scope, and risk scenarios. The risk register is updated as known risks are averted or mitigated and new risk scenarios are identified. We consider these formal meetings a critical component to our success as they facilitate team coordination and collaboration in an organized and controlled manner. Cambridge Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH CO-HY Project initiation Deliverables 5.3 Design Review At the onset of this project, EA will review design documentation that the City's contractor has developed for this project. The exact scope of this task will be determined by the City and EA's project team on an as -needed basis but will likely include a review of the 100% P&IDs, electrical drawings, and MCC design. Additionally, EA will review the MCC fabricator's ready for construction drawing set for alignment with the design documentation. EA will provide redlined comments to the designer following this review to be incorporated into the final design. Design Review Deliverables 1. 100% Design review notes 2. MCC construction drawing review notes None 5.4 Control Panel Drawings EA will be responsible for the development of control panel drawings for Cambridge Pump Station. This pump station consists of 3 booster pumps, and 1 reservoir. The Cambridge Pump Station Control Panel Design will conform to existing control panel standards and will include the following at a minimum: • Front panel layout drawing • Back panel layout drawing • Power distribution drawing • Communication network drawing • Analog inputs/outputs drawing • Digital input/output drawing • Bill of Materials • 1/0 list with tag names • Additional specifications (standard provided by the City) Cambridge Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH CO-HY o DC power components o Ethernet and networking components o Telemetry components o Control panel construction EA will submit the panel design package to the City for review following completion. Control Panel Drawings Deliverables Cambridge Pump Station Control Panel Design package None 5.5 Functional Specifications For this project, EA will be responsible for developing the design specifications necessary to specify the controls operations for Cambridge Pump Station. The specifications will represent how the City desires the site to operate and to be updated to adhere to, not the existing operations scheme. Utilizing EA templates, EA will develop new functional specification documents to detail the design and functionality of Cambridge's control systems. 5.5.1 Site investigation At the beginning of this phase, EA will visit Cambridge Pump Station to conduct a site investigation. The site visit will include the review as -built field conditions, review the existing panel, and to review the networking infrastructure. The intent of this site visit is to ensure the existing documentation aligns with the field before making specifications based on that documentation. 5.5.2 Design workshop Prior to the development of the specification documents, EA will host a design workshop with the City to determine functional requirements for Cambridge Pump Station. This includes discussing 10 and equipment list changes, PLC Functional Specification requirements, SCADA Design Specification requirements, and OIT Design Specification requirements. 5.5.3 10 list EA will develop an 10 list for Cambridge based on findings during the site investigation and changes to the site noted during the design workshop and from the design documentation. EA will submit the 10 list to the City for review. 5.5.4 Functional Specification EA will develop a Functional Specification for Cambridge, which will detail PLC program details and how the PLC program is expected to operate. This specification will be based on specifications in which EA has developed for previous City projects and the City's standards. This Cambridge Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A A TETRA TECH CO-HY specification will also leverage standard template documents that EA has already developed as part of other projects. The Functional Specification will define details such as: • Narrative overview of the function and operation • Identification of all physical site components • Control narrative description for each component • Process control strategy description • Identification of 10, setpoints, commands, permissive, etc. • Alarms • Totalizers • PLC standard device code modules to be used in programming The intent of this document is to provide a high amount of detail and clarity to all groups working on the controls systems at Cambridge, especially the integrator responsible for programming. The integrator will use this document to ensure the PLC program is consistent with those at other remediated sites. EA will submit the Functional Specification to the City for review. 5.5.5 SCADA Design Specification Similar to the PLC Functional Specification, EA will develop a SCADA Design Specification to detail the SCADA configuration for Cambridge. This specification will be based on specifications in which EA has developed for previous City projects and the City's standards and will leverage standard template specification documents from other projects. The SCADA Design Specification will define: SCADA screens and their functions, content, operations, and navigation Communication parameters Tag and alarm list This specification will ensure configuration by the integrator is thoroughly planned and consistent with existing Dynac SCADA screens. EA will submit the SCADA Design Specification to the City for review. 5.5.6 OIT Design Specification Leveraging the City's OIT design standards and previously developed OIT Design Specification, EA will develop an OIT Design Specification for Cambridge. The specification will define Cambridge's OIT screens and popups. The screens will be designed to use the graphic objects which EA has developed for previous site OITs. This specification will ensure configuration by the integrator is thoroughly planned and consistent with those existing OIT screens. EA will submit the OIT Design Specification to the City for review. Cambridge Pump Station Func. Spec Dev & Programming Scope of Work EA Project Number: EA23CSA090, 0.0.0 ENTERPRISE AUTOMATION A TETRA TECH COM-Y 5.5.7 Network drawings To accompany the design documentation package, EA will develop a basic network diagram for Cambridge Pump Station showing all equipment and their network connections. 5.5.8 Design Review Workshop EA will host a Design Review Workshop to review the developed design specifications. The City will review the submitted specifications and provide comments and feedback during this workshop. EA will update the specifications to final versions following this workshop. Functional Specifications Deliverables Client 1. Deliverables Design workshop meeting minutes 2. Draft and Final 10 and equipment lists 3. Draft and Final Functional Specification 4. Draft and Final SCADA Design Specification 5. Draft and Final OIT Design Specification 6. Draft and Final network drawings 7. Design Review Workshop meeting minutes Site investigation notes 5.6 Programming & Testing Specifications During the programming and testing phases of this project, EA will be responsible for: • Developing test documentation for PLC, SCADA, OIT, and panel testing • Oversee witnessed testing procedures • Provide onsite startup support for the City's contractor and integrator The test procedures and checklists EA develops will be intended to guide the SCADA FAT, panel FAT, and SAT. These three comprehensive, witnessed testing sessions will ensure the SCADA configuration, PLC program, OIT program, and fabricated panel are all tested before they are deployed onsite and once more upon startup. EA will submit these test procedures and checklists to the City for review and feedback. Once approved, EA will hand over the three test procedures and checklists to the City's contractor and integrator. In addition to the development of the test documentation, EA will oversee the SCADA FAT, panel FAT, and SAT onsite. For each test, EA will ensure that all non -conformances are logged and, if necessary, will use as needed support budget to attend re -testing. EA has included budget for as needed support for both the contractor and integrator during the programming and testing phase. Cambridge Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH CO-HY Programming & Testing Specifications Deliverables 1. SCADA FAT procedures, checklists, and oversight 2. Panel FAT procedures, checklists, and oversight 3. SAT procedures, checklists, and oversight Test documentation handover notes 5.7 SCADA Source Control EA has implemented and continues to utilize a source control system internally to track all changes to SCADA configurations, PLC programs, firewall configurations, smart field device configurations, and related devices. With the existing system in place, EA will maintain source control for the City, ensure all backups are up to date, and update/check-in/check-out source control documentation on an as needed basis. SCADA Source Control Deliverables Host source control for the City None 5.8 SCADA Change Control Similar to source control, EA has implemented and continues to utilize a change control system internally to track all desired changes to the system, preventing ad -hoc changes to configurations that do not get documented. With the existing system in place, EA will maintain a change control system for the City, ensure all existing change requests are captured accurately in our system, and update change control documentation on an as needed basis. SCADA Change Control Deliverables Maintain change control for the City None Cambridge Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH CO-HY 6 Change Manager Tasks There are several tasks that are necessary for the completion and success of each site capital project but were not included in the City's RFP. These tasks have proven critical in maintaining project budgets, schedules, and deliverable quality. We consider them non -optional scope. 6.1.1 Specification handovers Once the final functional specification documents have been developed, EA will hand over the specifications and supporting design documentation to the City's integrator. The integrator will use these specifications to complete programming in a standardized matter and will be used to test against following configuration. 6.1.2 Testing contingency In previous projects with the City, EA has found that the SCADA FAT, panel FAT, and SAT testing procedures typically consume more time than the City has specified in their RFP. Due to this, EA has included additional testing budget to ensure EA has enough time budgeted to support these crucial testing procedures. 6.1.3 Training Following commissioning, EA will plan to train City operations staff on the operation and use of the updated controls at Cambridge. This task has been a crucial part of previous change manager projects to ensure seamless operations for the City's staff and less oversight needed from EA once the site has been commissioned. EA will develop a training manual to guide the training sessions. Once developed, EA will spend 2 days delivering the training onsite. 6.1.4 Post -commissioning as -built updates Also following commissioning, EA will update the developed specifications to as -built. The intent is to close the project out with documentation accurate to the field to aide with any future modifications and maintenance. SCADA Change Control Deliverables Operator training 2. Post -commissioning as -built updates 3. Operator training Cambridge Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH CO-HY 7 Assumptions & Clarifications The following assumptions and clarifications were used in preparing this proposal: 1. All developed design documentation will conform to the City's existing standards to ensure a consistent result at Cambridge Pump Station to other stations EA has worked on previously. 2. The design contractor will be familiar with the City's IC&E standards and will not require a handover on those standards. A handover to accomplish this will require additional time to complete. 3. EA is only developing a panel design for the one PLC control panel at Cambridge Pump Station. Additional panels are currently out of scope and will require additional budget if required by the City. 4. EA will need additional time for the initial site investigation if the overall project is not replacing the MCC and instrumentation. The additional time would be used to investigate what Cambridge currently has in more detail. 5. Hardware and hardware procurement is not included in this project. 6. Programming PLC, HMI, and SCADA programs are not included in the scope of work for EA to execute. 7. Cambridge is assumed to contain a Modicon or Momentum PLC, VFDs, Limitorque and AUMA motor operated valves, mag meters, and a Magelis HMI or Unitronics display. The RFP additionally mentions Cambridge has 2 reservoir wells. 8. EA assumes the Witnessed SCADA FAT will be hosted virtually at EA's office or virtually. Additional travel time and budget will be needed if neither of these conditions are part of the SCADA FAT for this project. 9. SCADA Source Control and Change Control are implemented and maintained by EA currently. Budget included will simply be utilized for specific site updates at the onset of this contract. 10. Unless specifically indicated in this scope of work, design documentation developed through this project will not be stamped by a professional engineer. 11. All submittals will be transmitted in electronic format (no hard copies will be provided) 12. Written approval (email or letter) from the City is required for all submittals within 10 business days of release by EA. 13. Delays due to mechanical, electrical, or IT related issues, production scheduling constraints, or lack of system availability out of EA's control, which result in additional site time, will be charged at EA's standard hourly rates. 8 Schedule The PM will release an initial schedule upon project initiation. Cambridge Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH CO-HY 9 Cost Estimate The tasks to be performed along with the estimated time to complete the tasks are detailed in Volume II of this RFP response. Work under this proposal is on a time and expenses basis, and the pricing in Appendix B is an estimate only made in good faith without consideration for delays and unknowns. Enterprise Automation will continually track task progress against this estimate and will inform the City of any anticipated projected overruns. Any additional hours required to perform the specified tasks will be submitted to the City as a change order request. The decision to continue the work or consider alternative options will therefore remain with the City. Any additions to the scope of work will also be submitted to the City as a change order request. Approval of any change order by the City will be required prior to Enterprise Automation commencing or continuing the work task in question. Billings will occur every month and will include man-hour break downs indicating hours expended, resources utilized, on a per task basis. Enterprise Automation will maintain an open line of communication with the City to discuss status of the work in progress, potential problems with scheduled work, changes in the estimated hours, and to coordinate up and coming tasks. 9.1 Travel All travel is billed at cost according to the U.S. General Services Administration (GSA) for hotel and per diem rates and the IRS standard mileage rate as of 3/9/2023. 10 Conclusion I welcome any further discussion that may facilitate the refinement of this scope of work. Please contact me at (949) 769-6000 or alternatively on my cell phone at (714) 878-9422 with any questions. Submitted by Josh Riley Principal Cambridge Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, v1.0.0 AUTOMATION A TETRA TECH COM-Y 11 Terms & Conditions Terms and conditions are as per the following contract signed <TBD>: <TBD> Cambridge Pump Station Func. Spec Dev & Programming Scope of Work ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION A TETRA TECH CO-HY Appendix A: Deliverables List Client Deliverables 1. Kickoff meeting minutes 2. Project Schedule in Gantt format 3. 100% Design review notes 4. MCC construction drawing review notes 5. Cambridge Pump Station Control Panel Design package 6. Design workshop meeting minutes 7. Draft and Final 10 and equipment lists 8. Draft and Final Functional Specification 9. Draft and Final SCADA Design Specification 10. Draft and Final OIT Design Specification 11. Draft and Final network drawings 12. Design Review Workshop meeting minutes 13. SCADA FAT procedures, checklists, and oversight 14. Panel FAT procedures, checklists, and oversight 15. SAT procedures, checklists, and oversight 16. Host source control for the City 17. Maintain change control for the City 18. Operator training 19. Post -commissioning as -built updates 20. Operator training Internal Deliverables 1. Execution plans 2. Initial risk register 3. Site investigation notes 4. Test documentation handover notes 5. Specification handover notes 6. Operator training manuals 17-78 Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION Appendix B - Resumes 17-79 Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION Appendix C - Certification Documents fluff -RE CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES 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 cautioned that making a false certification may subject the certifier to crimi_n4 prose Xtioo.'/ Signed State of California County of Orange S �. Subscribed and sworn to (or affirmed) before me on this 6th day of March , 20 23, by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Signature Notary Public Seal "'$" ATTACHED NOTARIAL DOC,U&IENT NEWEEETME City of Santa Ana RFP 23-026 Water Resources Functional Specifications Developrnent and SCADA Prograrnmina Services City Council Page 36 17 — 81 9/19/2023 California Jurat A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange ------------------------- Subscribed and sworn to (or affirmed) before me on this day of gvto , 2023 , by 5 CvH- Yi o- proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. �y or ► J. A. BROWN cr ; COMM. # 2414389 ;0 n NOTARY POgUC.CAUFORNIA N _. • . ORANGE COUNTY N MY COMM. EXP, SEPT !! 4046 (Seal). Sign at1�1 A?�a'�--- I OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form. to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Signer(s) Other Than Named Above: Document Date: City Council 17 — 82 9/19/2023 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES 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, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. p Signed: <s — , �[,"'.�,, Title: Princbal Firm: Partners in Control Inc., LLC (dba. Enterprise Automation) Date: 03/06/2023 City of Santa Ana RFP 23-026 Water Resources Functional Specifications Development and SCADA Programming Services City Council Page 3717 — 83 9/19/2023 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES 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 of Santa Ana RFP 23-026 Water Resources Functional Specifications Development and SCADA Programming Services City Council age 17 — 84 9/19/2023 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES 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 Section 1420, and any consultant of public works violating this Section is subject to all the pens 'es imposed for a violation of the Chapter. Signed: Title: Principal Firm: Partners in Control Inc., LLC (dba. Enterprise Automation) Date: 03/06/2023 City of Santa Ana RFP 23-026 Water Resources Functional Specifications Development and SCADA Proarammina Services City Council Page 3917 — 85 9/19/2023 EXHIBIT C COMPENSATION Consultant's Fee Proposal including hourly rates, if applicable City Council 17 — 86 9/19/2023 11 ENTERPRISE " AUTOMATION A TETRA TECH COMPANY IOL# Cost Proposal for: Water Resources Functional Specifications Development and SCADA Programming Services v.1.0.0 EA PROJECT NUMBER: EA23CSA090 AV=VA ENDORSED Sc hneiderrisystem Electc' Integrator 1 SANTA ANA I H 6 9 Address:.; i 0 Goddard, irvine, CA 92707 Phone: (9tj web: www.eainTegr5)Tor.com III Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION Table of Contents Table of Contents .............................. 1. Fee Proposal .............................. 2. Detailed Cost Estimate ............ 2.1 Crooke Pump Station....... 2.2 Cambridge Pump Station 3. Rates Sheet ................................ 1 3 4 5 6 Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 4vpAUTOMATION 1. Fee Proposal Form CRTY OF SANTA ANA RFP NO., 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATI0NS DEVELOPMENT AND SCADA PROGRAMMING SERVICES APPENDIX LATTACHMENT 2. FEE PROPOSAL Certification - I certify that I have read_ underMand and agree to the terms and conditions of this Request for Proposal. I have examined the ATTACHMENT 1: SCOPE OF WORK. I am familiar with all the existing conditions and limitation that mEiy impact work requests. understand and agreethat I amresponsibleforreporting anyarrors, omissions ordiscrepancies to the C ity fo r clarfficatio n prior to the submission of my proposal - Propose r shall submit hourly rates schedule, which shall include but not limited toy direct and indirect costs for labor, for staff per job classification, material, equipment rates, overhead, incidental supplies, travel, mileage, and fuel. Any special materials will be purchased by the contractor only after discussed and authorized by the City projects manager or designee in writing. Prior to commencement of services, CuntraetGr shall provide separate quotes, upon request by the City, which shall be approved by the City's Public Works Water Resources Division. FEE SCHEDULE The undersigned declares that helstle has carefully examined the request for proposal, that ha�she has examined the Proposed Scope of Services. and hereby proposes to fumish all material and do all thework rewired to complete the 8aidwork in accordancewith said Proposed cope of Services, for the unit prica(s) set forth. in the following schedule; Note= This contract is subject to prevailing wages. TO; CITY COUNCIL OF THE CITY OF SANTA ANA FROM. Enterprise Automation Item # Bid Item Unit Quantity Amount Crooke Station and CambrftFge Station (Please refer to Appendix A and Appendix B) Crooke Station (Located at 730 E Memory Ln. Santa Ana CA 92706) --Appendix A $ Control Panel Drawings EA f $ 17,968 21 Functional Specification EA 1 5 42,768 3. Programming and TesUrkg Specifications EA 1 to 41,872 4. $puive Control Change Centro+ EA 1 $ 976 EA 1 976 City of Santa Ana RFP 23.026 Water Resources Functional Specificatiuns Devet4pmerrl and SCADA Programming Services Page 22 Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION + A-- COM-Y CITY OF SANTA ANA R F P NO,; 2026 'HATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMIMG SERV[CES Cambridge Sta#Ion (Located at 2736 N Cambridge St, Santa Ana CA 92701) - Appendix B b. Control Panel Drawings EA g �,q' 7. Functional5peefication EA 1 S 39,77 B. I Programming and Testing Specifications EA 1 $ 41,872 9, Source Control EA 1 976 10. Change Control EA i 976 Total 206,124 Contractor shall submit rate schedule, additional labor, material and rentaf eauiument rates along with fee schedule. Contractor's labor and equipment rate sheet shall list rales for all labor designations, equipment and materials. BIDDER INFORMATICN: Legal Company Blame; rartners in L.vnuoi una t=merpnse Auwmauun, m i eua i eun k umpany Complete address'. 210 GD&Iard Irvine, CA 92618 Phone Numbef. (949) 378-7087 Email Address: alex_stipe@eairrtegrator_oom Authorized Signature: - Name; Alex Stipe Title: Inside Sales Manager Cily of 5anla Ana RFP 23-026 Water R-esourc.er, F!unctiarnal Specifications Development and SCADA Programming Servire5 Page 23 17-90 III Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION + ATET-H COM-Y 2. Detailed Pump Station Cost Estimates Below is Enterprise Automation's detailed cost estimate for Crooke and Cambridge Pump Stations. The intent of including these in our cost proposal is to give the City full transparency on where EA has associated budget for tasks. Additionally, this detailed cost estimate includes tabs and budget for services that will be necessary to the success and completion of this project. These additional tabs were not included in Attachment 2's Fee Proposal tables. 17-91 Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION + ATET-H COM-Y 2.1 Crooke Pump Station 17-92 Client: City of Santa Ana ENTERPRISE Project: Crooke Pump Station Func. Spec Dev & Programming AUTOMATION n TFTkn T[[u CPNPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Summary # I Engineering Labor Control Panel Drawings Functional Specifications Programming & Testing Specs SCADA Source Control SCADA Change Control Additional Required Scope & Expenses # Engineering Labor Initiation Design Review Change Manager Tasks Labor Totals In Office Proj. Eng. Lead Eng. PM Principal 56 12 8 0 118 27 19 0 65 41 18 0 2 2 0 0 2 2 0 0 243 84 45 0 In Office Proj. Eng. Lead Eng. PM Principal 8 54 46 8 16 28 4 8 11 0 0 0 1081 52 23 0 Out of Office Proj. Eng. Lead Eng. PM Principal 0 0 0 0 8 8 0 0 24 24 0 0 0 0 0 0 0 0 0 0 32 32 0 0 Out of Office Proj. Eng. Lead Eng. PM Principal 0 0 0 0 0 0 0 0 0 20 0 0 0 20 0 0 Totals Hours Price 76 $17,968 180 $42,768 172 $41,872 4 $976 4 $976 436 $104,560 Totals Hours Price 20 78 105 $4,944 $18,552 $25,828 203 $49,324 Expenses excl. taxes Price EXP Travel $211 Total Expenses $211 Grand Total $154,095 EA23CSA0'9h5711V1"AI Arooke Pump Station Func. Spec Dev & Programming 1.0.0.vX mnmary 9/19/2023 1 of 12 Client: City of Santa Ana ENTERPRISE Project: Crooke Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Control Panel Drawings Engineering Labor was Description ,io Paneldesign Crooke Pump Station panel design front panel layout back panel layout power distribution drawing communications network drawing AI/AO drawing DI/DO drawing compile bill of materials 1/0 list with tag names internal review associated specifications DC Power Components Ethernet and Networking components Telemetry Components Control Panel Construction Panel drafting support Submittal prepare and submit to client post submittal changes 990 Project management Coordination, project management, overhead, meetings In Office Proj. Eng. Lead Eng. PM Principal 40 8 8 10 2 8 Out of Office Proj. Eng. Lead Eng. PM Principal Totals Hours Price 68 $15,888 8 $2,080 Hours 1 561 1211 01 0 0 0 76 Price 1 $12,7681 $3,1201 $2,080 $01 $0 $0 $0 $0 17,968 EA23C99ff Ff SATEICrooke Pump Station Func. Spec Dev & Program mi�.1&ab tso' hPanel Drawings 9/19/2023 2 of 12 Client: City of Santa Ana ENTERPRISE Project: Crooke Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Functional Specifications Engineering Labor wes Description 101 Site investigation Preparation Site investigation review field conditions review panels or new panel locations investigate networking infrastructure 1 so Design Workshop Workshop preparation including handouts and agenda Workshop discuss 10 list discuss functional specification requirements discuss SCADA design requirements discuss 01T design requirements design review Notes compilation 160 10 list Develop 10 list submit to the client for review 17o Functional Specification Develop Functional Specification programming language and module structure define tagging conventions scaling and device feature requirements totalizers equipment definitions instrumentation definitions detailed process control define set points standard PLC Modbus address reservation plan PLC design submittal prepare and submit post submittal changes In Office Proj. Eng. Lead Eng. PM Principal 1 1 1 4 1 4 20 6 40 2 6 Out of Office Proj. Eng. Lead Eng. PM Principal 8 8 Totals Hours Price 18 $4,392 10 $2,408 26 $6,120 48 $11,136 EA23CSA�'917�E5711V1"A9Arooke Pump Station Func. Spec Dev & ProgrammF154 .Bah Imal Specifications 9/19/2023 3 of 12 Client: City of Santa Ana ENTERPRISE Project: Crooke Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Functional Specifications Engineering Labor was Description iso SCADA Design Specification Develop SCADA design devices graphical representation commands set points permissives screen list page navigation reusable objects tagging conventions user security pop -ups alarms trending / historization SCADA design submittal prepare and submit post submittal changes 185 OIT Design Specification Develop OIT display specification desired OF screen layouts and content components graphical representation commands/setpoints screen list page navigation tagging conventions user security alarms trending OF design submittal prepare and submit post submittal changes In Office Proj. Eng. Lead Eng. PM Principal 20 2 14 2 Out of Office Proj. Eng. Lead Eng. PM Principal Totals Hours Price 22 $5,080 16 $3,712 EA23CSA9h5711V1-A9Arooke Pump Station Func. Spec Dev & ProgrammFn4 .Ca,"Q al Specifications 9/19/2023 4 of 12 Client: City of Santa Ana ENTERPRISE Project: Crooke Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Functional Specifications Engineering Labor was Description 13o Network design Develop basic network diagram submit to the City for review 5o Design Review Workshop Workshop preparation including handouts and agenda Workshop review Functional Specification draft review SCADA Design Specification draft review OIT Design Specification draft review draft network drawings Notes compilation post submittal updates 990 Project management Coordination, project management, overhead, meetings In Office Proj. Eng. Lead Eng. PM Principal 6 2 1 3 1 4 3 1 19 Out of Office Proj. Eng. Lead Eng. PM Principal Totals Hours Price 8 $1,888 13 $3,092 19 $4,940 Hours 1 1181 2711 81 8 0 0 180 Price 1 $26,9041 $7,0201 $4,940 $01 $1,8241 $2,080 $0 $0 42,768 EA23CSA�'917�E5711V1"A9Arooke Pump Station Func. Spec Dev & ProgrammF54 .Bah Imal Specifications 9/19/2023 5 of 12 Client: City of Santa Ana ENTERPRISE Project: Crooke Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Programming & Testing Specs Engineering Labor was Description 710 PLC and SCADA test documentation Develop test procedures and checklists FAT SAT Submit to City for review revise as needed 715 Panel test documentation Develop panel FAT procedures and checklists 725 Witnessed SCADA FAT SCADA FAT documentation handover Oversee SCADA FAT 795 Witnessed Panel FAT Panel FAT documentation handover Oversee Panel FAT 820 Onsite Support SAT documentation handover Oversee SAT As needed contractor support As needed integrator support 990 Project management Coordination, project management, overhead, meetings In Office Proj. Eng. Lead Eng. PM Principal 16 16 2 4 4 2 1 1 2 8 2 8 2 2 2 8 8 2 8 8 18 Out of Office Proj. Eng. Lead Eng. PM Principal 6 6 6 12 6 12 Totals Hours Price 44 $10,352 2 $488 20 $4,880 16 $3,904 72 $17,568 18 $4,680 Hours 1 651 411 181 011 241 241 01 0 172 Price 1 $14,8201 $10,6601 $4,680 $01 $5,4721 $6,240 $0 $0 41,872 EA23CSA9h5711V1"A9Arooke Pump Station Func. Spec Dev & ProgranErhiag ?,I6p-2s$ ng & Testing Specs 9/19/2023 6 of 12 Client: City of Santa Ana ENTERPRISE Project: Crooke Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR SCADA Source Control Engineering Labor wes Description too Source Control Update source control programs Update existing source control documentation 990 Project management Coordination, project management, overhead, meetings In Office Proj. Eng. Lead Eng. PM Principal 2 2 0 Out of Office Proj. Eng. Lead Eng. PM Principal Totals Hours Price 4 $976 0 $0 Hours 1 21 21 01 011 01 01 01 0 Price 1 $456 $5201 $0 $011 Sol Sol Sol $0 976 QQ EA23CSA0'917�E5711V1"AI Arooke Pump Station Func. Spec Dev & Programmi4l&S f�4, Source Control 9/19/2023 7 of 12 Client: City of Santa Ana ENTERPRISE Project: Crooke Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR SCADA Change Control Engineering Labor wes Description 140 Change Control Update change control documentation Update existing change requests 990 Project management Coordination, project management, overhead, meetings In Office Proj. Eng. Lead Eng. PM Principal 2 2 0 Out of Office Proj. Eng. Lead Eng. PM Principal Totals Hours Price 4 $976 0 $0 Hours 1 21 21 01 011 01 01 01 0 Price 1 $456 $520 $0 $0 $0 $0 $0 $0 976 EA23CSA0'9h5711V1"AI Arooke Pump Station Func. Spec Dev & ProgrammiE1lLSeIRDnl6"Change Control 9/19/2023 8 of 12 Client: City of Santa Ana ENTERPRISE Project: Crooke Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Initiation Engineering Labor was Description Project initiation oio Project setup accounting setup develop project schedule, resource loading oso Execution planning develop initial detailed project task execution plans oao Internal kickoff meeting review project scope review design documentation purpose, schedule, team roles, expectations risk matrix and due dates 040 Project kickoff Prepare materials for kickoff (agenda, coordination) Project kickoff meeting with customer review scope, roles, expectations review schedule site inspection Notes compilation EA Internal team check -in meetings 995 Team check -in meetings review project progress, ETCs, schedule, risks, etc. In Office Proj. Eng. Lead Eng. PM Principal 2 2 1 1 1 1 1 1 1 1 4 4 Out of Office Proj. Eng. Lead Eng. PM Principal Totals Hours Price 7 $1,788 5 $1,204 8 $1,952 Hours 1 81 81 41 011 01 01 01 0 20 Price 1 $1,8241 $2,0801 $1,040 $01 $0 $0 $0 $0 4,944 EA23CSA9h5711V1"A9Arooke Pump Station Func. Spec Dev & Programming 1.O. allnitiation 9/19/2023 9 of 12 Client: City of Santa Ana ENTERPRISE Project: Crooke Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Design Review Engineering Labor was Description 140 100% Design Submittal Design review review 90% design submittal review 100% design submittal 145 MCC submittal review MCC construction submittal review review MCC construction drawing set 990 Project management Coordination, project management, overhead, meetings In Office Proj. Eng. Lead Eng. PM Principal 30 16 6 8 8 2 8 Out of Office Proj. Eng. Lead Eng. PM Principal Totals Hours Price 60 $14,128 10 $2,344 8 $2,080 Hours 1 541 161 81 011 01 01 01 0 78 Price 1 $12,3121 $4,1601 $2,080 $01 $0 $0 $0 $0 18,552 EA23CSA0'917�E5711V1"AI Arooke Pump Station Func. Spec Dev & Programming 1IDI I�iEign Review 9/19/2023 10 of 12 Client: City of Santa Ana ENTERPRISE Project: Crooke Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Change Manager Tasks Engineering Labor was Description 9io Specification handovers Hand over specifications to integrator Functional Specification SCADA Design Specification OIT Design Specification network drawings misc. documentation Notes compilation 9io Testing Contingency Additional budget to support witnessed testing procedures SCADA FAT Panel FAT SAT 87o Training Operator SCADA training preparation prepare training manuals Operator SCADA training operator training (2 days) 9io Post -commissioning as -built updates Update documents following commissioning to as -built Functional Specification SCADA Design Specification OIT Design Specification network drawings Notes compilation 990 Project management Coordination, project management, overhead, meetings In Office Proj. Eng. Lead Eng. PM Principal 8 2 8 6 6 8 6 6 8 4 10 2 11 Out of Office Proj. Eng. Lead Eng. PM Principal 20 Totals Hours Price 10 $2,344 40 $9,760 32 $8,064 12 $2,800 11 $2,860 Hours 11 461 281 ill 011 01 201 01 0 105 Price 11 $10,4881 $7,2801 $2,860 $01 $0 $5,200 $0 $0 25,828 EA23CSA0'917�E5711V1-A9Arooke Pump Station Func. Spec Dev & ProgrammiE§J�O s��e3Manager Tasks 9/19/2023 11 of 12 Client: City of Santa Ana ENTERPRISE Project: Crooke Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECN COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Travel No. Description Rate Details Site investigation 1. mileage to site round trip, 40 mi., $0.655/mi. Witnessed Panel FAT 1. mileage to site/panel shop round trip, 40 mi., $0.655/mi. As Needed onsite support 1. mileage to site round trip, 40 mi., $0.655/mi. Qty. Unit Cost Ext. Cost 2 $26 $52 2 $26 $52 4 $26 $105 Price $53 $53 $105 Price 211 EA23CSA9h5711V1"A9Arooke Pump Station Func. Spec Dev & Programming 1.0.O. Travel 9/19/2023 12 of 12 Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION + ATET-H COM-Y 2.2 Cambridge Pump Station 17-1 Client: City of Santa Ana ENTERPRISE Project: Cambridge Pump Station Func. Spec Dev & Programming AUTOMATION n TFTkn T[[u CPNPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Summary # I Engineering Labor Control Panel Drawings Functional Specifications Programming & Testing Specs SCADA Source Control SCADA Change Control Additional Required Scope & Expenses # Engineering Labor Initiation Design Review Change Manager Tasks Labor Totals In Office Proj. Eng. Lead Eng. PM Principal 56 12 8 0 106 27 18 0 65 41 18 0 2 2 0 0 2 2 0 0 231 84 44 0 In Office Proj. Eng. Lead Eng. PM Principal 8 54 46 8 16 28 4 8 11 0 0 0 1081 52 23 0 Out of Office Proj. Eng. Lead Eng. PM Principal 0 0 0 0 8 8 0 0 24 24 0 0 0 0 0 0 0 0 0 0 32 32 0 0 Out of Office Proj. Eng. Lead Eng. PM Principal 0 0 0 0 0 0 0 0 0 20 0 0 0 20 0 0 Totals Hours Price 76 $17,968 167 $39,772 172 $41,872 4 $976 4 $976 423 $101,564 Totals Hours Price 20 78 105 $4,944 $18,552 $25,828 203 $49,324 Expenses excl. taxes Price EXP Travel $211 Total Expenses $211 Grand Total $151,099 EA23CSA0'917�E5711V1"AI Aambridge Pump Station Func. Spec Dev & Programming 1.tl$�srrary 9/19/2023 1 of 12 Client: City of Santa Ana ENTERPRISE Project: Cambridge Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Control Panel Drawings Engineering Labor was Description ,io Paneldesign Cambridge Pump Station panel design front panel layout back panel layout power distribution drawing communications network drawing AI/AO drawing DI/DO drawing compile bill of materials 1/0 list with tag names internal review associated specifications DC Power Components Ethernet and Networking components Telemetry Components Control Panel Construction Panel drafting support Submittal prepare and submit to client post submittal changes 990 Project management Coordination, project management, overhead, meetings In Office Proj. Eng. Lead Eng. PM Principal 40 8 8 10 2 8 Out of Office Proj. Eng. Lead Eng. PM Principal Totals Hours Price 68 $15,888 8 $2,080 Hours 1 561 1211 01 0 0 0 76 Price 1 $12,7681 $3,1201 $2,080 $01 $0 $0 $0 $0 17,968 EA23CSAg'9h5711V1"AI Aambridge Pump Station Func. Spec Dev & PrograrE ldZ¢;b6ATRanel Drawings 9/19/2023 2 of 12 Client: City of Santa Ana ENTERPRISE Project: Cambridge Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Functional Specifications Engineering Labor wes Description 101 Site investigation Preparation Site investigation review field conditions review panels or new panel locations investigate networking infrastructure 1 so Design Workshop Workshop preparation including handouts and agenda Workshop discuss 10 list discuss functional specification requirements discuss SCADA design requirements discuss 01T design requirements design review Notes compilation 160 10 list Develop 10 list submit to the client for review 17o Functional Specification Develop Functional Specification programming language and module structure define tagging conventions scaling and device feature requirements totalizers equipment definitions instrumentation definitions detailed process control define set points standard PLC Modbus address reservation plan PLC design submittal prepare and submit post submittal changes In Office Proj. Eng. Lead Eng. PM Principal 1 1 1 4 1 4 20 6 32 2 6 Out of Office Proj. Eng. Lead Eng. PM Principal 8 8 Totals Hours Price 18 $4,392 10 $2,408 26 $6,120 40 $9,312 EA23CSAg'9h5711V1"AI Aambridge Pump Station Func. Spec Dev & PrograEgdr1 llnSpecifications 9/19/2023 3 of 12 Client: City of Santa Ana ENTERPRISE Project: Cambridge Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Functional Specifications Engineering Labor was Description iso SCADA Design Specification Develop SCADA design devices graphical representation commands set points permissives screen list page navigation reusable objects tagging conventions user security pop -ups alarms trending / historization SCADA design submittal prepare and submit post submittal changes 185 OIT Design Specification Develop OIT display specification desired OF screen layouts and content components graphical representation commands/setpoints screen list page navigation tagging conventions user security alarms trending OF design submittal prepare and submit post submittal changes In Office Proj. Eng. Lead Eng. PM Principal 18 2 12 2 Out of Office Proj. Eng. Lead Eng. PM Principal Totals Hours Price 20 $4,624 14 $3,256 EA23CSA0'917�E5711V1-AI Aambridge Pump Station Func. Spec Dev & Prograi�lvl� dry hlainSpecifications 9/19/2023 4 of 12 Client: City of Santa Ana ENTERPRISE Project: Cambridge Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Functional Specifications Engineering Labor was Description 13o Network design Develop basic network diagram submit to the City for review 5o Design Review Workshop Workshop preparation including handouts and agenda Workshop review Functional Specification draft review SCADA Design Specification draft review OIT Design Specification draft review draft network drawings Notes compilation post submittal updates 990 Project management Coordination, project management, overhead, meetings In Office Proj. Eng. Lead Eng. PM Principal 6 2 1 3 1 4 3 1 18 Out of Office Proj. Eng. Lead Eng. PM Principal Totals Hours Price 8 $1,888 13 $3,092 18 $4,680 Hours 1 1061 271 181 011 81 81 01 0 167 Price 1 $24,1681 $7,0201 $4,680 $01 $1,8241 $2,080 $0 $0 39,772 EA23CSAg'9h5711V1"AI Aambridge Pump Station Func. Spec Dev & PrograEgdlifbglahSpecifications 9/19/2023 5 of 12 Client: City of Santa Ana ENTERPRISE Project: Cambridge Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Programming & Testing Specs Engineering Labor was Description 710 PLC and SCADA test documentation Develop test procedures and checklists FAT SAT Submit to City for review revise as needed 715 Panel test documentation Develop panel FAT procedures and checklists 725 Witnessed SCADA FAT SCADA FAT documentation handover Oversee SCADA FAT 795 Witnessed Panel FAT Panel FAT documentation handover Oversee Panel FAT 820 Onsite Support SAT documentation handover Oversee SAT As needed contractor support As needed integrator support 990 Project management Coordination, project management, overhead, meetings In Office Proj. Eng. Lead Eng. PM Principal 16 16 2 4 4 2 1 1 2 8 2 8 2 2 2 8 8 2 8 8 18 Out of Office Proj. Eng. Lead Eng. PM Principal 6 6 6 12 6 12 Totals Hours Price 44 $10,352 2 $488 20 $4,880 16 $3,904 72 $17,568 18 $4,680 Hours 1 651 411 181 011 241 241 01 0 172 Price 1 $14,8201 $10,6601 $4,680 $01 $5,4721 $6,240 $0 $0 41,872 EA23CSAg'9h5711V1"AI Aambridge Pump Station Func. Spec Dev & Pro4r"O"Jr& Testing Specs 9/19/2023 6 of 12 Client: City of Santa Ana ENTERPRISE Project: Cambridge Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR SCADA Source Control Engineering Labor wes Description too Source Control Update source control programs Update existing source control documentation 990 Project management Coordination, project management, overhead, meetings In Office Proj. Eng. Lead Eng. PM Principal 2 2 0 Out of Office Proj. Eng. Lead Eng. PM Principal Totals Hours Price 4 $976 0 $0 Hours 1 21 21 01 011 01 01 01 0 Price 1 $456 $5201 $0 $011 Sol Sol Sol $0 976 EA23CSA0'9h5711V1"AI Aambridge Pump Station Func. Spec Dev & PrograruAW 4131 source Control 9/19/2023 7 of 12 Client: City of Santa Ana ENTERPRISE Project: Cambridge Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR SCADA Change Control Engineering Labor wes Description 140 Change Control Update change control documentation Update existing change requests 990 Project management Coordination, project management, overhead, meetings In Office Proj. Eng. Lead Eng. PM Principal 2 2 0 Out of Office Proj. Eng. Lead Eng. PM Principal Totals Hours Price 4 $976 0 $0 Hours 1 21 21 01 011 01 01 01 0 Price 1 $456 $520 $0 $0 $0 $0 $0 $0 976 EA23CSA0'917�E5711V1"AI Aambridge Pump Station Func. Spec Dev & PrograrElNZ!c ClAAGIhnange Control 9/19/2023 8 of 12 Client: City of Santa Ana ENTERPRISE Project: Cambridge Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Initiation Engineering Labor was Description Project initiation oio Project setup accounting setup develop project schedule, resource loading oso Execution planning develop initial detailed project task execution plans oao Internal kickoff meeting review project scope review design documentation purpose, schedule, team roles, expectations risk matrix and due dates 040 Project kickoff Prepare materials for kickoff (agenda, coordination) Project kickoff meeting with customer review scope, roles, expectations review schedule site inspection Notes compilation EA Internal team check -in meetings 995 Team check -in meetings review project progress, ETCs, schedule, risks, etc. In Office Proj. Eng. Lead Eng. PM Principal 2 2 1 1 1 1 1 1 1 1 4 4 Out of Office Proj. Eng. Lead Eng. PM Principal Totals Hours Price 7 $1,788 5 $1,204 8 $1,952 Hours 1 81 81 41 011 01 01 01 0 20 Price 1 $1,8241 $2,0801 $1,040 $01 $0 $0 $0 $0 4,944 EA23CSA0'917�E5711V1"A9Aambridge Pump Station Func. Spec Dev & Programming 1 . sitiation 9/19/2023 9 of 12 Client: City of Santa Ana ENTERPRISE Project: Cambridge Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Design Review Engineering Labor was Description 140 100% Design Submittal Design review review 90% design submittal review 100% design submittal 145 MCC submittal review MCC construction submittal review review MCC construction drawing set 990 Project management Coordination, project management, overhead, meetings In Office Proj. Eng. Lead Eng. PM Principal 30 16 6 8 8 2 8 Out of Office Proj. Eng. Lead Eng. PM Principal Totals Hours Price 60 $14,128 10 $2,344 8 $2,080 Hours 1 541 161 81 011 01 01 01 0 78 Price 1 $12,3121 $4,1601 $2,080 $01 $0 $0 $0 $0 18,552 EA23CSA0'917�E5711V1"AI Aambridge Pump Station Func. Spec Dev & Programmirrfg-M e5datn Review 9/19/2023 10 of 12 Client: City of Santa Ana ENTERPRISE Project: Cambridge Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECH COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Change Manager Tasks Engineering Labor was Description 9io Specification handovers Hand over specifications to integrator Functional Specification SCADA Design Specification OIT Design Specification network drawings misc. documentation Notes compilation 9io Testing Contingency Additional budget to support witnessed testing procedures SCADA FAT Panel FAT SAT 87o Training Operator SCADA training preparation prepare training manuals Operator SCADA training operator training (2 days) 9io Post -commissioning as -built updates Update documents following commissioning to as -built Functional Specification SCADA Design Specification OIT Design Specification network drawings Notes compilation 990 Project management Coordination, project management, overhead, meetings In Office Proj. Eng. Lead Eng. PM Principal 8 2 8 6 6 8 6 6 8 4 10 2 11 Out of Office Proj. Eng. Lead Eng. PM Principal 20 Totals Hours Price 10 $2,344 40 $9,760 32 $8,064 12 $2,800 11 $2,860 Hours 11 461 281 ill 011 01 201 01 0 105 Price 11 $10,4881 $7,2801 $2,860 $01 $0 $5,200 $0 $0 25,828 EA23CSA0'9h5711V1-AI Aambridge Pump Station Func. Spec Dev & PrograrEm' z (KIManager Tasks 9/19/2023 11 of 12 Client: City of Santa Ana ENTERPRISE Project: Cambridge Pump Station Func. Spec Dev & Programming AUTOMATION A TETRA TECN COMPANY Number: EA23CSA090 Date: 3/9/2023 Revision: 1.0.0 Author: MM Reviewed By: ZG/JR Travel No. Description Rate Details Site investigation 1. mileage to site round trip, 40 mi., $0.655/mi. Witnessed Panel FAT 1. mileage to site/panel shop round trip, 40 mi., $0.655/mi. As Needed onsite support 1. mileage to site round trip, 40 mi., $0.655/mi. Qty. Unit Cost Ext. Cost 2 $26 $52 2 $26 $52 4 $26 $105 Price $53 $53 $105 Price 211 EA23CSA0'917�E5711V1"AI Aambridge Pump Station Func. Spec Dev & Programming 1.(�19(1�I�inavel 9/19/2023 12 of 12 Functional Specifications Development and SCADA Programming Services ENTERPRISE EA Project Number: EA23CSA090, 0.0.0 AUTOMATION 3. Rates Sheet 17 -118 FY23 Engineering Rates Engineering Rates Rate Classification Admin Engineering Intern I&C Technician 1* I&C Technician 2* Electrical Engineer 2* Electrical Engineer 3* CAD* Automation Project Engineer 1 Automation Project Engineer 2 Project Technical Lead Project Manager 1 Project Manager 2 Architect Principal Standard Rate $100 / hr. $100 / hr. $135 / hr. $175 / hr. $175 / hr. $210 / hr. $150 / hr. $205 / hr. $250 / hr. $260 / hr. $210 / hr. $260 / hr. $275 / hr. $325 / hr. ENTERPRISE AUTOMATION A TETRA TECH COMPANY *Through Tetra Tech 1 Rate classifications charged are based on a project role/responsibility basis, not title, and could be adjusted during a project's duration if meaningful staff changes occur with prior notification. Service Calls Service calls covered by an Enterprise Automation service contract are prioritized while all other service requests are dependent on existing schedules and the availability of engineering staff. Overtime Item Description Time and a half Outside of normal business hours (8am-5pm), or time in excess of 10 hours per day (unless otherwise arranged) Double time Saturday, Sunday, and holidays (unless otherwise arranged) General Item Description Travel time Charged at engineering rates Vehicle mileage As per the published IRS mileage rate (if applicable) Travel expenses At cost (if applicable) Meals and incidentals GSA established per diem rate (if applicable) Payment terms Net 30 days Rates effective 11 /1 /2022 through 10/31 /2023 17 —119 9/19/2023 EXHIBIT 2 CONSULTANT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND NORTHERN DIGITAL, INC. TO PROVIDE ON -CALL ENGINEERING SERVICES THIS AGREEMENT is made and entered into on this 19th day of September, 2023 by and between Northern Digital, 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"). A. On February 14, 2023 the City issued Request for Proposal ("RFP") No. 23-026 by which it desired to retain a consultant having special skill and knowledge in the field of: engineering services to prepare functional specifications and to provide SCADA source control and change control services on an on -call basis for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the city. Consultant represents that it is able and willing to provide such services described in the scope of work that was included in the RFP No. 23-026. 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 the services that were described in the scope of work included in the RFP No. 23-026, 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, and as further described in Consultant's Proposal, attached hereto an incorporated herein by this reference as "Consultant's Proposal - Exhibit B". 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 Consultant's Fee Proposal, which is attached hereto and fully incorporated herein by this reference as "Compensation - Exhibit C". Consultant is one of three (3) separate consultants selected to provide services on an on -call basis under RFP 23-026. The total compensation for services provided by all consultants selected under RFP 23-026 shall not exceed the shared aggregate amount of $1,250,000.00 during the term of this Agreement, including any extension periods, as set forth in Section 3, below. 10 City Council 17 — 120 9/ 0 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. c. Notwithstanding any contrary terms contained within Consultant's Fee Proposal, Consultant's fees shall not increase by more than 3% annually over the term of this Agreement, including any extension periods, unless directly affected by Prevailing Wage laws, if applicable. 3. TERM This Agreement shall commence on September 19, 2023 and end on September 18, 2026, with the option for the City to grant up to one (1), two-year extension, 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 10 City Council 17 — 121 9/ 0 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. 7. INSURANCE Consultant 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 Consultant, its agents, representatives, employees or subcontractors. a. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has secured all insurance required under this Section. b. Insurance coverage shall be at least as broad as: (i) 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 $2,000,000.00 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. (ii) 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 $1,000,000.00 per accident for bodily injury and property damage. (iii) Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000.00 per accident for bodily injury or disease. 10 City Council 17 — 122 9/ 02 (iv) Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $1,000,000.00 per occurrence or claim, $2,000,000.00 aggregate. (v) 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. c. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions: (i) 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 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 both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). (ii) 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 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. (iii)Notice of Cancellation. Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. (iv)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. (v) 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 10 City Council 17 — 123 9/ 0 endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. (vi)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. (vii) Claims Made Policies. If any of the required policies provide coverage on a claims -made basis: • The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. • Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. • 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. (viii) 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. (ix)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. (x) 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 10 City Council 17 — 124 9/ 02 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. 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 10 City Council 17 — 125 9/ 0 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. 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 10 City Council 17 — 126 9/ 02 Agreement performed by City personnel or by other consultant and/or 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, 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 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 10 City Council 17 — 127 9/ 0 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: Jennifer L. Hall City Clerk 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 P.O. Box 1988 Santa Ana, California 92702 Fax: To Consultant: Joseph Marcus Manager, Business Development Northern Digital, Inc. 4701 Corporate Court Bakersfield, CA 93311 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 10 City Council 17 — 128 9/ 02 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: JENNIFER L. HALL City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney ► By: NATHAN T. MARTINE Assistant City Attorney RECOMMENDED FOR APPROVAL: NABIL SABA Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT: 5 JOSEPH MARCUS Manager, Business Development 10 City Council 17 — 129 9 2 EXHIBIT A SCOPE OF SERVICES City Council 17 — 130 9/19/2023 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES Appendix ATTACHMENT 1: SCOPE OF WORK C mt�/ of Santa Ana RFP 9.1-096 CwPodorfarces Functional Specifications Develop-Vbgntj$kt SCADA Prograrnrnin@M8 N23 Page 13 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES SCOPE OF WORK 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's water system has an average day demand of about 30 million gallons (MG) with 45,000 service connections. It is comprised of approximately 478 miles of water main, 45 MG of storage at five (5) sites, seven (7) MWD connections, 21 groundwater wells, seven (7) pump stations, four (4) pressure regulating stations and utilizes two (2) pressure zones. AN •► IIII_► 01 : •► The City desires to retain a qualified Consultant to prepare functional specifications, control panel drawings, programming and testing specifications and provide SCADA systems source control and change control services for the City's water production facilities. The selected vendor is intended to, among other items previously stated, provide and institute oversight mechanisms for the City's contracted controls programmers. The City's facilities are controlled by the Dynac ES SCADA software as provided by Kapsch TrafficCom USA, Inc. The City is also utilizing Wonderware by AVEVA. The Consultant shall provide all labor, materials, services, and equipment necessary for the services described herein. The Consultant shall possess all Federal, State and Local permits, licenses, and approvals necessary to provide good/services required in the Scope of Work. The City is seeking qualified Consultants to provide (1) control panel drawings, (2) functional specifications, (3) programming and testing specifications, (4) source control, and (5) change control described in the following sections: The Consultant shall be capable of providing and reviewing control panel drawings as they relate to the City's instrumentation and electrical components. The City's water production sites utilize the following components: • Modicon Momentum Programmable Logic Computers (PLC) — (Modicon M340 and M580 and other various models) • Variable Frequency Drives (VFD) — (Various models such as ABB and Danfoss) • Limitorque and AUMA motor operated valves (MOV) • Mag meters (various brands) and other related appurtenances • Magelis human machine interfaces (HMI) or a Unitronics display The Consultant shall have experience working with the aforementioned instruments and shall recommend retrofits when applicable. It is the City's desire that all site control reside within C mt�/ of Ranter Ana RFP 9.1-076 CwPodgwoorces Functional Specifications DevelopVbgntj;3& SCADA Programmin@MN23 Page 14 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES the site PLC with the HMI acting primarily as a site control interface relaying operator commands to the site PLC. A. DELIVERABLES Upon request, the Consultant shall prepare detailed control panel drawings and specifications for City water production sites. Control panel drawings shall be complete and sufficiently detailed to provide to panel manufacturers and obtain bids for their construction. Control panel drawings shall be in conformance with the City's Control Panel Standards and Specifications and include at a minimum the following: 1. Front Panel Layout Drawing 2. Back Panel Layout Drawing 3. Power Distribution Drawing 4. Communication Network Drawing 5. Analog Inputs/Outputs Drawing 6. Digital Inputs/Outputs Drawing 7. Bill of Materials 8. 1/0 List with Tag Names 9. Specifications for: a. DC Power Components (standard provided by City) b. Ethernet and Networking Components (standard provided by City) c. Telemetry Components (standard provided by City) d. Control Panel Construction (standard provided by City) In addition, the consultant shall provide the following for each requested site: 1. 1/0 List 2. Complete set of Drawings 3. Complete set of associate specification The Consultant shall develop functional specifications based on the future/proposed operation/capabilities gained from updating instrumentation and control devices for the Water Production sites upon request from the City. The Functional Specifications are intended to reflect the ultimate desired operation of each site and not be limited to the operation as it exists currently. The Consultant shall be capable of performing the following tasks: Conduct existing condition work sessions with the City Water Production Team to identify existing operational settings, hardware and controls equipment for the Sites. The Consultant shall catalogue all existing controls and equipment and provide recommendations for enhancement and conformance to City's standards. a. The Consultant shall create an 1/0 database to catalogue all system 1/0 and communications, which shall include summaries of the use and function of each. The format and fields shall be developed in collaboration with the City Water Production C mt�/ of Ranter Ana RFP 9.1-076 CwPodorfarces Functional Specifications DevelopVbgntjaV SCADA Prograrnrnin@M8 N23 Page 15 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES Team. The type of 1/0 captured in this database shall include, but not be limited to, PI -Cs, local and remote HMIs, remote 1/0 modules, radio transmitter modems, backup power, wiring and termination blocks. b. The Consultant shall provide recommendations for control hardware upgrades and standardization. c. The purpose of this task is to document existing 1/0, configurations and Site equipment for use in preparing the proposed/future 1/0 list, control panel drawings, functional specifications and related documents. 2. Conduct operations workshops with the City Water Production Team to develop and document operating procedures for the Sites. The Consultant shall provide recommendations for enhancement to operational practices based on currently available technologies and industry best practices. a. The Consultant is expected to develop a detailed understanding of each of the Site's operational function including all equipment, controls, instrumentation, and communication systems. Consultant shall research as necessary to fully understand the capabilities and limitation of the Sites. b. It is anticipated that one (1) workshop per pump station Site (8 hours each) will be needed to complete this task. In addition, the City may request the following additional trainings: i. Field testing and training for staff ii. Detailed workshops per functional specification 3. Create Functional Specifications for each Site that includes at minimum the following: a. Narrative overview of the function and operation of the Site; b. Identification of all component of the Site (i.e., equipment, instrumentation, etc.) c. Narrative description of the functionality of each component of the Site (e.g., pumps, tanks, VFDs, valves, meters, sensors/transmitters, monitors, etc.); d. Narrative description of all operational modes for the Site; e. Description of the process control strategies 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 (Dynac ES provided by Kapsch TrafficCom USA, Inc. and Wonderware provided by AVEVA) j. Narrative and detailed description of system alarms and other notification functionality. Prior to finalizing the functional specification, the Consultant shall host a functional specification review workshop to review the content of the documents and receive City's approval to finalize. Upon request, the Consultant shall also be able to provide field testing and training for staff. C mt�/ of Ranter Ana RFP 9.1-076 CwPodorfarces Functional Specifications DevelopVbgntj;3W SCADA Prograrnrnin@M8 N23 Page 16 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES Upon request, the Consultant shall develop programming and testing specifications based on City standards for the new control panels. The Consultant shall perform the following tasks: 1. Consultant shall develop comprehensive Factory Acceptance Test (FAT) and Site Acceptance Test (SAT) protocols for the new control panels and related components. 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. 2. Act as the City's agent during factory and on -site functional and performance acceptance testing. Consultant shall document and identify all functional and performance discrepancies and coordinate corrective actions to resolve identified discrepancies prior to City acceptance. 3. On an as -needed basis, Consultant shall provide on -site support for commissioning (start-up) activities, in close coordination with the City's integrator. Consultant shall be present during system commissioning to verify all aspects of the control system and associated process equipment are exercised and to ensure deficiencies are corrected by the Contractor/Integrator as they are found. Commissioning will not be considered complete until the Consultant has determined that all of the system requirements have been met. A. DELIVERABLES The Consultant shall provide the following: 1. Control Panel FAT/SAT Protocols 2. Control Panel FAT/SAT Results Report 3. Commissioning/Start-up Report The Consultant shall implement, manage and maintain a source control system and establish procedures to track all changes to the SCADA configurations, PLC programs, firewall configurations, smart field device configurations and related devices. The goal of the Source Control service is to track and store SCADA system configurations and history. The Consultant shall collect existing programs from field PLC devices to populate the existing source control database. The City has approximately 45 PLC devices located throughout the City. The Consultant shall maintain a master source control database and provide periodic backups to the City. As updates are required to the PLC programs, the Consultant shall provide a copy of the most up to date PLC programs to the City's contract PLC integrators via a documented check -in, check-out process. Consultant shall develop and document rules, standards and procedures for database structure and program check -in, check-out processes. C mt�/ of Ranter Ana RFP 9.1-076 CwPodorfarces Functional Specifications DevelopVbgntj W SCADA Prograrnrnin@M8 N23 Page 17 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES The Consultant shall implement, manage and maintain a robust change control system and establish procedures to provide governance and structure over proposed SCADA system and site local control programming changes and associated integrator activities. The goal of Change Control services is to prevent ad -hoc SCADA configuration changes, ad -hoc PLC programming changes, properly document new instrumentation additions and ensure proper documentation is kept regarding the nature and reason for the desired system changes. Consultant shall propose a change control platform and methodology. Change requests may be initiated by City, City's contract integrators or Consultant. The City will have final say as to what change requests are approved. Mete]Q =90101i�- 4 F-110 All materials and workmanship shall be in strict conformity with federal, state and local codes, requirements, standards of the latest editions, and guidelines including revisions of the following: • International Society of Automation (ISA) • California Building Code (CBC) • American National Standards Institute (ANSI) • American Society of Testing and Materials (ASTM) • Department of Transportation (DOT) • California State Water Resources Control Board • Department of Drinking Water • South Coast Air Quality Management District (SCAQMD) • Environmental Protection Agency (EPA) • Occupational Safety and Health Administration (OSHA) E. PROJECT MANAGEMENT AND COORDINATION When a request for service is issued to the City, the Consultant shall issue an estimate to the City's designated Project Manager. The Consultant shall not proceed with any work without the approval of the City's designated Project Manager in the form of a Notice to Proceed. Consultants shall invoice the City on a monthly basis for all work performed during the period or provide a one-time invoice at the completion of work issued. Each invoice shall be accompanied by a summary of tasks performed, contract agreement number, results and progress on long- term tasks if any. The Consultant may propose additional related services that the City has not specifically identified in this RFP to accomplish the stated goals of this RFP. Value added related services will be considered by the City and may or may not be incorporated in the agreement. All parts and materials must be supplied new and factory approved. C mt�/ of Ranter Ana RFP 9.1-076 CwPodgwoorces Functional Specifications DevelopVbgnJW SCADA Prograrnrnin@M8 N23 Page 18 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES The following markup percentages shall be added to the Consultant's s costs and shall constitute the markup for all overhead and profits (to the sum of the costs and markups, one (1) percent shall be added as compensation for bonding): 1) Labor................................................................................................20 2) Materials...........................................................................................15 3) Equipment Rental.............................................................................15 4) Other Items and Expenditures..........................................................15 ►h I 10 11 ►A a �1�T1�I�Ca_�trC�7� The City is searching for a highly experienced professional firm with specific experience in control system, HMI, and SCADA system development, test, integration, and commissioning. At a minimum, proposers shall demonstrate certification, accreditation and/or competence as follows: 1. California Registered Engineer as either: a. Control Systems Engineer, or b. Electrical Engineer, or 2. International Society of Automation, Certified Automation Professional certification required. 3. Provide license/certification holder information (i.e., name, license#, etc.). 4. Project Experience: a. Demonstrated experience with PLC, HMI, RTU and communication processors (e.g., Schneider/ Telemecanique Modicon PLCs, and Magelis HMI, etc.) in a variety of development environments (e.g., Concept v2.6, Advantys, UnityPro and Visilogic, etc.). b. Proven experience with SCADA communication protocols and concepts. c. Demonstrated experience in the area of control systems design, development, integration, acceptance testing and commissioning. d. Minimum of three projects of similar scale and scope in the municipal water production/distribution industry within the past five years. 5. Provide detailed project descriptions for representative projects; include contact information for client/customer personnel (project manager, engineer, etc.) involved with each representative project. 6. Sufficient resources to staff this project. Provide resumes for key personnel/sub- contractors and a resource table summarizing the availability of assigned individuals for the project. 7. All work is to be performed in compliance with all applicable codes, ordinances, laws, standards, due care, and Occupational Safety and Health Administration (OSHA) safety requirements. 8. The Contractor shall have a minimum of five (5) years of experience in providing the services described in ATTACHMENT 1: SCOPE OF SERVICES. 9. The Contractor shall possess state and local permits, licenses and certificates required by law to commence, carry, and complete the work. C mt�/ of Ranter Ana RFP 9.1-076 CwPodgwoorces Functional Specifications DevelopVbgnJaV SCADA Prograrnrnin@M8 N23 Page 19 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES 10.Provide all necessary equipment to competently perform and complete work as specified. Proposer shall be solely and completely responsible for the condition of the project site, including safety of all persons and properties during the performance of the work. In addition, proper safety equipment must be worn at all times. These requirements shall apply continuously until the contract is terminated and shall not be limited to normal working hours. The Consultant shall assure that each employee or subcontractor under the contractor's supervision is trained in the work practices necessary to safely perform his or her job. The Consultant's drivers/delivery crews shall be HAZMAT trained and certified in safety measures to prevent accidents endangering personnel and property. Hazardous Materials shall be clearly marked with the proper shipping name and identification number as required by the Department of Transportation. The Consultant shall provide current, applicable and required Material Safety Data Sheets (MSDS) at any time during the contract as requested by the City of Santa Ana. :_► :4 =K: ►i The successful bidders shall furnish the City with original copies of valid insurance policies herein required upon execution of the contract and shall maintain said policies in full force and effect at all times during the term of this contract. Said insurance policies shall comply with all requirements set forth in these specifications. Consultant(s) shall keep a current certificate of insurance at the City of Santa Ana at all times and shall immediately report any changes to the City. The Consultant shall submit a fee schedule and labor rates as described in Section III.B.3 of RFP. The Consultant shall refer to APPENDIX A and APPENDIX B for additional information regarding Crooke Station and Cambridge Station respectively. No separately stated freight or deliveries will be considered. Bidders shall include all costs in the unit price bid. The Consultant's delivered product pricing shall be inclusive of all freight/unloading/handling and delivery charged. The City intends to replace the control panels and related instrumentation and electrical components at the sites described below (work to be performed by a separate Contract): 1. Crooke Pump Station consisting of (detailed plansets provided in Appendix A): a. 3 Booster pumps b. 1 Reservoir c. 2 Groundwater wells C mt�/ of Ranter Ana RFP 9.1-076 CwPodorfarces Functional Specifications DevelopVbgnJaV SCADA Prograrnrnin@M8 N23 Page 20 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES 2. Cambridge Pump Station consisting of (detailed plansets provided in Appendix B): a. 3 Booster pumps b. 1 Reservoir The fee proposal shall be outlined as follows for Crooke Station and for Cambridge Station: 1. Control Panel Drawings a. Fee per Site 2. Functional Specifications b. Fee per Site 3. Programming and Testing Specifications c. Fee per Site d. Assume 20 hours of witness testing/on-site services per site 4. Source Control a. Fee for initial PLC program collection b. Fee for establishing functioning Source Control database, standards and procedures c. Annual budget for processing check-in/check-out requests i. Assume 4 requests per month 5. Change Control a. Fee for establishing functioning Change Control forms, standards and procedures b. Annual budget for processing/documenting change control requests i. Assume 4 requests per month 6. Firm's standard hourly fee schedules Furthermore, the Consultant shall submit additional labor, material and rental equipment rates along with fee schedule. Consultant's labor and equipment rate sheet shall list rates for all labor designations, equipment, rentals, and materials. The bid items specified in the fee schedule are for reference purposes only. Labor increases shall be subject to mutually agreeable terms between the City and the Consultant. The City may request related services that will be paid at the vendor's standard labor and equipment rate submitted. Fee proposal shall be outlined as follows: ---End of SCOPE OF WORK Section--- C mt�/ of Ranter Ana RFP 9.1-076 CwPodorfarces Functional Specifications DevelopVbgnJW SCADA Prograrnrnin@M8 N23 Page 21 EXHIBIT B CONSULTANT'S PROPOSAL City Council 17 — 140 9/19/2023 Technical Proposal City of Santa Ana Public Works Agency r ■o1)III1j1' Water Resources Functional Specifications Development and SCADA Programming Services N DI Reference #80008-53 March 09, 2023 Northern Digital, Inc. Joseph Marcus 4701 Corporate Ct. 661.322.6044 (259) BakersiepIri CA q-��11 insPnh marcij-,aindi.us City Council 17 — 141 9/19/2023 NDI Proposal 80008-53 March 9, 2023 City of Santa Ana Public Works Agency ATTN: James Burk, P.E., Project Manager RE: QUALIFICATION PACKAGE TO PERFORM CONSULTING ENGINEERING SERVICES, CONTROL SYSTEM DESIGN SERVICES, FUNCTIONAL SPECIFICATION DEVELOPMENT, AND SCADA SYSTEM SOURCE & CHANGE CONTROL SERVICES FOR THE CITY OF SANTA. NDI is pleased to submit this Qualification Package for the City of Santa Ana, Public Works Agency. NDI provides consulting engineering, control system design, and system integration services to our valued clients. Our company's business model is relationship -driven, and we strive to establish strong partnerships with both our new and existing clients. NDI is an AVEVA-Wonderware Certified System Integrator Partner, Schneider Electric Modicon Alliance Partner, Inductive Automation Ignition Partner, as well as a Rockwell Automation / Allen Bradley Certified System Integrator. NDI is also part of the AVEVA-Wonderware Beta Testing Team and helps in developing new solutions with AVEVA-Wonderware's Development team. We have a unique set of qualifications and skills that we bring to the table, and we would truly value an opportunity to work with the City of Santa Ana. This qualification package describes NDI's experience and expertise. NDI has reviewed Attachment 4, Standard Agreement from the Appendix of this RFP, and NDI agrees with the terms and conditions listed in the document. Per the RFP requirements, this proposal will be valid for 120 calendar days starting from the date of submission of this proposal. NDI has over 34+ years of industry experience and has an extensive background in providing control system engineering services for numerous Water/Wastewater industry applications. Northern Digital is an industry leader in providing technical solutions and integration services to a wide variety of agencies including municipalities, districts, and independent water companies. Our core value of relationships forged in commitment aims to develop lasting partnerships with our clients. NDI strives to ensure that we meet or exceed all your project expectations. We are grateful for this opportunity to submit a Qualification Package to the City of Santa Ana and are excited at the prospect of working with you. Sincerely, Joseph Marcus Northern Digital, Inc. Manager, Business Development W: 661.322.6044 M: 661.319.4015 E: joseph.marcus@ndi.us City Council 11&PV17 — 142 9/19/2023 Northem Digital, Inc, NDI Proposal 80008-53 Section 1 Firm Qualifications and Team Experience City Council r17 — 143 9/19/2023 Northern Digital, Inc. NDI Proposal 80008-53 NDI Company Information WHO WE ARE Northern Digital Inc. (NDI) is a consulting engineering company who specializes in control systems design and integration. Established in 1988, NDI has been in business for over 34 years. We believe in the importance of client relationships and detailed planning throughout the many stages of our projects. Our unwavering commitment to providing the highest -quality solutions in our industry helps us in achieving our vision of being the most well-known, highest -regarded, and most sought-after provider of technical solutions and controls systems engineering. CONTRACTOR LICENSES (C4, C10): BUSINESS TYPE: DIR: 807306 S-Corporation 1000023326 COMPANY OWNERSHIP Larry Vasquez President, CEO Martin Obermire Executive Vice President Odei Addo-Yobo Vice President, Engineering EMPLOYEES NDI currently has 30+ employees working at the Bakersfield office, with 16 degreed engineers, consisting of various interdisciplinary backgrounds, including Control Systems Engineering, Electrical Engineering, Mechanical Engineering, and Industrial Engineering. NDI's Bakersfield office is a 14,000 sq. ft. facility, which is home to the Engineering, Program Management, and Corporate Offices as well as a UL-508A Certified Panel Shop. COMPANY LOCATION Corporate Headquarters 4701 Corporate Court Bakersfield, CA 93311 Panel Fabrication Facility (UL-508A) 4701 Corporate Court Bakersfield, CA 93311 City Council 17 — 144 Northem Digital, Inc, 9/19/2023 NDI Proposal 80008-53 Capabilities EXPERIENCE 0 Northern Digital Inc. (NDI) is uniquely qualified to perform both the consulting engineering design and integration, as well as the specification development services for this Project. Our service capabilities include Control System Design, PLC, SCADA & HMI Program Design, System Integration, Control Panel Design & UL Panel Fabrication, System Commissioning & Startup, Specification Development, Technical Support & Maintenance and more. Consulting Engineering Specification Development Control Systems Engineering System Integration Control Systems Design and Consulting Engineering - Specification Development - System Architecture - Control Systems Design - Control Philosophy - Process Flow Diagrams - P&ID Development Certifications, Memberships, Credentials - Ignition Certified Integrator - Wonderware Certifications: - Certified System Integrator - Certified InTouch - Certified System Platform - Rockwell Automation Capabilities and Software - Inductive Automation Ignition - AVEVA Wonderware System Platform - AVEVA Wonderware InTouch - Schneider Electric Modicon - GE iFix HMI/SCADA Vendor Relationships - Inductive Automation (5+ years) - Rockwell Automation (25+ years) Programmable Logic Controllers (PLCs) - Schneider Electric Modicon -GE - Automation Direct 3D Modeling Facility Design Software Engineering - Control Narrative - SCADA Master Planning - Cybersecurity - CSIA Certified Company - Minority Business Enterprise (MBE) - Small Business Enterprise (SBE) - System Platform/ArchestrA Certified Developer - GE Fanuc Advanced HMI/SCADA iFix Developer - ETAP certified engineers - Rockwell RSView FactoryTalk HMI/SCADA - RSLogix 5000 - SQL Database Development - OSI Pi HMI/SCADA - Computerized Maintenance Management Systems - AVEVA Wonderware (28+ years) - Schneider Electric (Alliance Partner) - Rockwell: Allen-Bradley - Siemens Networking and Communications (Radio/Telemetry) - RF Engineering - Network Topology Architecture Design - Cybersecurity - Radio Signal Path Analysis/Optimization - Virtual Machines - Tower Design and Installation Supervision - FCC Adherence/Coordination - Dell Industrial Servers & Computers - Firewall & Network Security - Cambium, Strix, GE Radio Systems Integration & Maintenance Services - Control Panel Design - Instrumentation ISA Submittals - On -call Maintenance - UL-508A Panel Fabrication - ISA 5.4 Loop Drawings - Technical Support - PLC/OIT/HMI Programming - Instrument Calibrations - On -call Emergency - Factory Acceptance Testing - Startup and Commissioning City Council 17 — 145 9/19/2023 Ncwthem Digital, Inc. V PNDI's Team Experience KEY STAFF NDI Proposal 80008-53 Odei Addo-Yobo, P.E., Consultant Engineer. Odei will oversee the project from a technical perspective. NDI's designated project team will work together on the various project tasks and report all progress to NDI's assigned Consultant and Project Manager. The consultant will communicate and provide any technical content that needs to be transmitted to or requested from your organization to NDI's Project Manager, who will ultimately interface with the client. Odei is also the Vice President of Engineering at Northern Digital and holds a Professional Engineer (PE) License in Electrical Engineering as well as a BS and MS in Electrical Engineering. Odei has been with NDI for over 15 years. Linda Cederlof, Consultant Engineer. Linda will provide engineering expertise and project support as -needed. Linda will work together with the engineering team to evaluate and assess your current water system to provide recommendations for SCADA program development and maintenance. Linda holds a BS in Applied Physics and an MS in Industrial Technology from CSU Fresno. Bob Soto, Project Manager. Bob will serve as the interface between the Client and NDI's project team. Communication between the client's team and NDI is managed and facilitated by NDI's Project Manager. Bob holds a BS in Electrical Engineering from Grantham University and has over 30+ years of engineering and management experience, managing large-scale projects using Earned Value techniques. Bob also has experience in managing NDI's UL-508A control panel fabrication facility. Ronne Abat, Lead Systems Engineer. Ronne will be responsible for the execution of the required engineering tasks reporting to the Lead Consultant Engineer. Ronne will support the evaluation and assessment of your current water system to provide recommendations for the overall design. Ronne holds a BS Electrical Engineering from San Jose State University and has over 18+ years of experience. Jesse Gamboa, Systems Engineer. Jesse will aid in the engineering scope of work by supporting the Lead Systems Engineer. Jesse holds a BS in Business Administration with a Concentration in Management Information Systems from California State University, Bakersfield and has over 20+ years of technical experience. Bill Hubert, Instrumentation & SCADA Technician. Bill will be responsible for providing Subject -Matter Expertise with regard to end -user maintainability and usability. Bill will also provide insight regarding instrumentation, maintenance, and the end -user experience as well as testing requirements for verification, validation and startup. Bill has over 25 years of hands-on experience working with process controls equipment and instrumentation. He has served as a SCADA supervisor for a large oil & gas company as well as spent several years with Northern Digital, Inc. Bill brings a wealth of knowledge and expertise to the table and will be a critical piece of this project. Rafael Castellanos, Field Technician. Rafael will provide support regarding instrumentation, calibration, maintenance and supportability requirements development. He will also support the testing and startup requirements development process. Rafael has over 15 years of hands-on experience working with process controls equipment and instrumentation. Prior to his time with Northern Digital, Rafael worked in the Automation industry with several other integration and control firms. Rafael is a valuable asset to the team and will help your organization reach its goals for maintenance, supportability and future growth. Joe Marcus, Account Manager. Joe is responsible for managing client relations and future business. Joe is the Business Development Manager at Northern Digital Inc. Joe holds a BS in Electrical Engineering from UC Santa Barbara and an MSE in Systems Engineering from the Johns Hopkins University. Joe also has over 10+ years of technical and management experience. We understand that any substitution of these key personnel is subject to written approval by the City. In addition to the key staff above, NDI has 30 employees in California who can support various aspects of this project. Should any staff be added, NDI will submit their resume and qualifications to the City of Santa Ana for approval. City Council v17 — 146 9/19/2023 Northem Digital, Inc, NDI Proposal 80008-53 NDI's Project Team PROJECT ORGANIZATION CHART SANTA ANA r See Staff Resumes in Appendix A City Council r17 — 147 9/19/2023 Ncwthem Digital, Inc. NDI Proposal 80008-53 MEMBERSHIPS & CERTIFICATIONS ,4V.VA CERTIFIE] CEEVT3FIEO System Integrator System Integrator Partn This program is for Integrators who have proven project delivery using certain products, integrating solutions on our System Platform, or with particular vertical industry applications or technology toolkits. A Certified Partner has: Validated technical proficiency in one or more product categories, Multiple fully -trained and Certified Developers for at least two products with continued success. ind u ctive automation Inductive Automation offers an official Integrator Program, which allows qualified Engineering companies to become a registered integrator of Ignition software and gain a partnership with Inductive Automation. NDI is a Certified Inductive Automation Integrator. .}� Rockwell Automation Northern Digital is currently a Recognized System Integrator (SI) as well as part of the Rockwell Automation Commercial Program as a Bronze level Partner. (c). c s i a control system integrators association Control System Integrators Association (CSIA) is a not -for -profit, global trade association that seeks to advance the industry of control system integration. With over 500+ members, CSIA integrators use their engineering, technical and business skills to help manufacturers and others automate their industrial equipment and systems. CSIA helps members improve their business skills, provides a forum to share industry expertise, and promotes the benefits of hiring a certified control system integrator. r o ,,.W eus,NFs MBE - LRT I F I E D +s ...z EMER9tii�y� Minority business enterprise (MBE) is an American designation for businesses which are at least 51 % owned, operated, and controlled on a daily basis by one or more (in combination) American citizens of a qualified ethnic minority and/or gender group Registration No: SC19650. An SBE is a Business Enterprise that meets specific economic criteria and is owned, operated, and controlled by one or more persons. The business must be independently owned/operated, not dominant in field of operation, principal office in California, owners domiciled in California, have fewer than 100 employees, and gross receipts of less than $15M over the last 3 tax years. Registration No: 32381 City Council 1J&PV17 — 148 9/19/2023 Northern Digital, Inc, NDI Proposal 80008-53 Iq Section 2 Understanding Scope of Services City Council r17 — 149 9/19/2023 Northern Digital, Inc. 10 NDI Proposal 80008-53 PProject Understanding OVERVIEW City of Santa Ana is seeking consulting engineering design services in support of developing bid specifications and drawings to upgrade the City's Water Production Facilities. The desired contract is estimated to last through May of 2026 with the option to extend the agreement for up to (1) additional two- year term. To support the scope of this RFP, NDI will prepare functional specifications, control panel design drawings, programming and testing specifications and provide SCADA source control and change control services to the City's team. Although the span of the City's Water Distribution system consists of 5 storage facilities, 7 MWD connections, 21 groundwater wells, 7 pump stations, 4 pressure regulating stations, and 2 pressure zones, this project will focus on performing the scope of work outlined in RFP NO : 23-026 for two stations: Crooke Station and for the Cambridge Station. DETAILED SCOPE OF SERVICES NDI's scope for this project involves Control System design engineering services in support of the City of Santa Ana's Water Distribution SCADA System improvements. The effort will ultimately involve NDI's development of bid specifications and drawings in collaboration with the City's project team and stakeholders. The overall scope involves replacement and upgrades of PLC control panels, instrumentation and PLC, OIT and SCADA application programs. NDI has an extensive background in performing the scope of services described in this RFP. We encourage the City to contact our references listed in this proposal. NDI has long-established relationships with municipalities such as yourselves and a history of providing high -quality services. During the planning, and phased design development, NDI will generate a number of design submittals, all subject to review and approval by the City. NDI, with support from the City, will perform all necessary and required investigations of the two existing facilities to construct complete and accurate design submittals. NDI will prepare documentation to include in the bid package as a separate attachment or any supplemental documentation as required by the City. NDI will work with the City's Project Manager during the bidding and construction periods to resolve technical discrepancies and/or interpretations of the contract documents. This may include supplemental Addenda, responses to Requests for Information, and/or support for any possible Change Orders. NDI will prepare the necessary drawings, sketches, and specifications required to make changes to the design due to conditions encountered during construction. NDI will review Shop Drawings and other Submittals for design intent and compliance with the contract documents. NDI will review construction sequencing, cost, and schedules. NDI must attend and participate in planning and design meetings, pre -construction conferences, and progress meetings as requested by the City. NDI will provide project inspection, start- up and commissioning, testing, and closeout support. The Contractor will be required to provide redlined contract drawings, reflecting the As -Built configuration of the new system. NDI will review the final redlined as -built drawings provided by the Contractor. After reviewing the RFP, NDI has outlined our understanding of the scope of services based on our experience. The scope is broken down into a Work Breakdown Structure found below. City Council 1NhPV17 - 150 9/19/2023 Northem Digital, Inc, NDI Proposal 80008-53 WORK BREAKDOWN STRUCTURE (WBS) NDI will perform the following labor tasks identified in the WBS below per the RFP. The WBS shows the budgeted hours for each task as well as the labor code of the project team member performing the task. Labor Budget Task List Code Hrs. Crooke Pump Station System (3 Booster Pumps, 1 Reservoir, 2 Wells) and the Cambridge Pump Station System (3 Booster Pumps and 1 Reservoir) Data Gathering and System Analysis: a. Develop Data Gatherina Plan includin jectives and checklists for site visits b. Gather Existing Modicon PLC Programs & SCADA HMI Platforms/Databases c. Gather Existing documentation relating to PLC Control Panels and field instrumentation (Pressure, Level, Flow, Analyzers & VFD's) d. Gather documentation on any Major Skid-Mounted/OEM systems (Chlorination & Filter Systems) - as applicable e. Gather documentation and information on Site surveillance cameras (as applicable) f. Gather information pertaining to Telemetry Networks (radio / antenna / tower / network gears / communication panel) Workshops with City of Santa Ana's (COSA) Project Team a. Conduct Fact Finding Workshop with COSA to discuss the existing Crooke & Cambridge Systems. b. Findings Report compiled from the System Analysis and Fact -Finding Workshop c. Conduct an Operations Workshop with COSA to discuss system improvements, recommendations, and enhancements Project Specification Development Develop Project Specifications for the Crooke System and the Cambridge System a. Develop Detailed Control Narrative Document for the Crooke System b. Develop a Detailed Control Narrative for the Cambridge System c. Develop Detailed PLC Control Panel Design Drawings Package for the Crooke System d. Develop Detailed PLC Control Panel Design Drawings Package for the Cambridge System e. Develop Written I&C Specifications for the Crooke System f. Develop Written I&C Specifications for the Cambridge System g. Conduct an 90% Design review Workshop with COSA to review Crooke System Design Specification Package C 32.00 C 16.00 C 32.00 SE 8.00 SE 8.00 C 8.00 C 24.00 C 32.00 C 24.00 C 120.00 C 96.00 SE 200.00 SE 100.00 SE 96.00 a SE 96.00 C 32.00 City Council _ 17 — 151 Northern C I, :. 9/19/2023 NDI Proposal 80008-53 Labor Budget Task List Code Hrs. h. Conduct an 90% Design review Workshop with COSA to review Cambridge System Design Specification Package C 32.00 i. Finalize 100% Design Specification Package for the Crooke & Cambridge Systems based on final concurrence from City during 90% Workshop Review C 32.00 j. Technical Meetings and Conference Calls C 16.00 Programming and Testing Specifications a. Control Panels Test Documentation development (FAT & SAT) SE 1 48.00 b. Owner's Representative Services: Perform reviews of Contractors' Hardware Submittals for the Crooke System and the Cambridge System: Review / Comment / Approval SE 48.00 c. Owner's Representative Services: Review and witnessing of FAT & SAT of the Control Panels associated with the Crooke System and the Cambridge System SE 64.00 d. Owner's Representative Services: Review and witnessing of System FAT of the PLC Program, OIT Program and Central SCADA Modifications. C 24.00 e. Owner's Representative Services for System Commissioning & Startup Support C 32.00 SCADA Source & Change Control System a. Develop Source and Change Control System requirements with City's team and perform Needs' Analysis. Determine available software packages, perform trade studies with pros/cons, and determine path forward for Source and Change Control System design. C 48.00 b. Gather current PLC programs (43 programs, excluding Crooke and Cambridge) for Source Control Systems SE 80.00 c. Develop Standard Operating Procedures (SOPs) for SCADA Source Control C 80.00 d. Develop Standard Operating Procedures (SOPs) for SCADA Change Control C 40.00 Program Management & Coordination Project Planning and Mobilization C 40.00 Project Kick-off C 24.00 Project Management PM 120.00 Total 1,652 HOURS SUMMARY BY LABOR CLASSIFICATION Code Project Manager (PM) Consultant (C) Systems Engineer (SE) Hrs. � 120.00 784.00 1 748.00 City Council _ 17 — 152 Northern I ) r d i 9/19/2023 NDI Proposal 80008-53 PROJECT MANAGEMENT Northern Digital's project management philosophy is centered around the development of a trusting and lasting relationship with our clients based on excellence and responsibility. This philosophy is founded on having a full understanding of our client's needs and managing our project resources to ensure that expectations are met or exceeded. Ultimately, NDI's success is predicated upon the strength of our client relationships. Our company stands by an ideal of "relationships forged in commitment," and we understand that we share a common interest in the overarching success of the project. NDI sits on the same side of the table as our clients. Because of these core values, NDI views our relationships as partnerships, and our objective is to provide on -time, on -budget delivery of a system that meets or exceeds your organization's expectations. Northern Digital also takes a full life -cycle approach, considering all phases of the product development life cycle prior to beginning work. Throughout the Definition, Analysis, Design, Integration and Implementation phases of a project, each step is not independent of any other and decisions made regarding the design should consider and incorporate the requirements of the other phases. An important aspect of Northern Digital's approach to Project Management includes optimizing project efficiencies by standardization in applicable situations. NDI also implements a series of processes and procedures to ensure that the client's objectives as well as NDI's standards and best -practices are followed and executed to -plan. As a company, we have chosen to utilize Teamwork, a cloud -based software application, in order to serve as Northern Digital's project management software tool. This software also allows for the standardization of project templates, which aids in the development of Work Breakdown Structures, workflows, timekeeping systems, and Earned -Value Management tracking. NDI's Project management philosophy utilizes the System Development Life Cycle (SDLC) methodology in order to segment the project into sequential phases. Proper project execution requires "beginning" with the "end" in -mind. The 5 stages of NDI's SDLC include Definition, Analysis, Design, Integration, Implementation. Considering the requirements of each stage throughout the project is key to achieving success. City Council 17 — 153 9/19/2023 NDI Proposal 80008-53 AGEMENT TRACKING The Teamwork software management tool enables our project managers to receive real-time feedback on project performance, to track and reallocate resources, to provide a method of progress -tracking for clients to view, and to ultimately provides a centralized system for storing, viewing and acting on project management data. These capabilities equip our project managers with the ability to make more informed decisions regarding the project. It also centralizes tasks such as timekeeping, progress logging, status reporting, client communications, note - keeping, and document sharing. The Teamwork project data is accessible by the client. In addition, our clients also receive Teamwork Task Reports periodically (frequency depending on project requirements). Given these capabilities and insights, NDI Project Managers are well-equipped to serve as the interface between our Client and NDI's Project Team and to accomplish all the project objectives. The figures below and on the following page show screenshots of the Teamwork system with a sample project based on the project requirements. The figures show task lists based on a mock-WBS, as well as Teamwork's timekeeping capabilities. 3 Tasks ..•..,.. hf waprw.vq a t.,c..� � Eyp.65OLM 7 xti , O w-- ,. at su.�. so..� a�wev. o+ [w,03414M M 70% o n .. e , N . +. . .. M.n.wo►« .ra�$w O_,.,.. .... at M.tO•r.+.wK L To.[+q • pOO7i'•bOQ 7 80R ''� oCJl.A1V 5000L(;LRlI�/�0..•jSD�PSiL10pj ��i • ,..n i10 . .. N• 1,..,dw..-f ... w ,..r • noo_ 0.. •/.,.IM DW.W- U M� tl�rMr.li•W+o. • r'1� Sy.er^ «. KnO,a.c� TfR pp.�yl}gp4 weYgd.�.IC1� to QrraO.w 'Jw�Oo+w�I7G�65.H00q ' -q. owrrr . d . � d • s.ra + �•7rr coon D...vw.r.+�I3P,45�t•m3 �,.�ro:Nrwn Jt „ ol�arw owwA.w �w. w,rr._ ■ ^, 0....r... I .a...o,wwn+. .5 Teamwork Screenshot of Sample Project Template with Tasks and % Complete Time logs f mwm,a on,,e.n.me a.p,.�M,I,,Mm.e,rise.,.o>•<n..Rn.o.,+msmm.�ra.,:e,..Ga,�.,- _ - ,ataW la�,era 0 0N"10 1. k."t. wmmy..M Oho.*a-4p-bM41` $.a NM Cum.l t... 11xii^i &0om Teamwork Sample Screenshot of Timekeeping and Logging Capability City Council NEV-17 — 154 Northem Digital, Inc, 9/19/2023 NDI Proposal 80008-53 SCHEDULING, TASK MANAGEMENT, AND BILLING Northern Digital has a highly -detailed and comprehensive Scheduling, Task Report Tracking, and Billing capability. The Teamwork software allows NDI Project Management to accurately track and report all progress throughout the life of the project. Real-time access to timekeeping records, budgets, schedules and other files enables NDI's project managers to be well-equipped to make informed and wiser decisions based on improved situational awareness. In addition to record data, Teamwork also allows for analysis to be conducted on this data in order to provide an Earned Value Management insight capability to track project metrics such as Cost Performance Index (CPI), Schedule Performance Index (SPI), Estimate at Complete (EAC), variances in cost and schedule, and To -Complete Performance Index (TCPI) among other Earned Value metrics. Earned Value Management and real-time access to data provides NDI's project managers with the analytics necessary to have quick insights regarding the "health" of the project and the performance necessary to complete the projectwithin the given budget and schedule constraints. Based on this information, NDI's project manager will be in continuous communication with the client's project lead in order to properly schedule project tasks, plan for the availability of resources, and discuss the project budget and schedule progress periodically throughout the project life cycle. This high-level of communication and coordination is key, and will be especially important during the cutover/ startup phase, as the system must remain operational. DOCUMENTATION DEVELOPMENT During the initial Analysis Phase of the project, NDI's Project Manager will work with NDI's Operations, Engineering, and Administrative staff to develop a Project Charter, which provides details regarding the tasks, work products, budget, schedule, project methodologies, and understanding of the project as seen by all project stakeholders. The tasks associated with this process are clearly defined and broken down in Teamwork in the form of tasks and durations for these deliverables. The goal of this documentation is to define NDI's and the client's understanding of the scope of work, potential risks, identifying areas of improvement (especially with regards to Network Communications), and to track the project's progress. Documentation will be developed to define the Project Plan and major milestones that need to be completed for the Startup to go smoothly. For each item in the Analysis Phase a detailed findings report will be generated and communicated with the Client. This documentation will also include a detailed cutover plan that will be developed in conjunction with the client to maximize efficiency and keep the entire team unified in goals. ORGANIZED MEETINGS As part of the responsibilities of NDI's Project Manager, meetings will be established on an as -needed basis, based on project requirements. Meetings can take place via teleconference, Zoom, and/or in -person. NDI uses Teamwork and Microsoft Outlook to coordinate and provide information regarding team meetings. Once the Project Plan and Project Timeline have been developed, the NDI Project Manager will work with the Client and the Operations Manager to establish dates for design review meetings, workshops, and deliverable deadlines. The goal is to coordinate all parties to minimize risks and delays and to bring the project to completion on time and within budget. City Council 17 — 155 Northem Digital, Inc. 9/19/2023 NDI Proposal 80008-53 ULAKIFIUAIIUNS & A55UMNIIUNS NDI has the following clarifications regarding the scope of work described in this proposal: 1. This proposal is based on the assumption that the Crooke facility will require two PLC Control Panels (1 panel for the Booster Pumps/Reservoir and 1 panel for the two Wells). 2. This proposal is based on NDI collecting 45 PLC programs and will populate the programs into the existing Source Control Database. NDI assumes that the City is currently using a VisualSVN source control system. 3. This proposal assumes that the City's integrator will develop the test procedures for testing the PI -Cs, OITs, and SCADA application programs against the operational and functional requirements detailed in the Control Narrative documents. 4. This proposal pertains to the two facilities listed in the RFP: 1. Crooke and 2. Cambridge for the functional specifications development and SCADA programming specifications. The scope of work associated with the Source and Change control applies to the entire system, including 45 PLC programs. City Council v17 — 156 9/19/2023 Northem Digital, Inc, NDI Proposal 80008-53 Iq Section 3 Relevant Experience City Council r17 — 157 9/19/2023 Northern Digital, Inc. NDI Proposal 80008-53 FRelevant Experience PROFESSIONAL SERVICES AGREEMENTS Northern Digital's Culture and Business Model aims to provide our clients with the highest quality of product at the best value. We do this by Partnering with our clients through Professional Services Agreements (PSAs). NDI has numerous PSAs established with various clients for over 10, 15, and 20+ years, providing for their Control System & SCADA needs in a Design -Build approach. Currently, 80% of NDI's business is through PSAs and the following is a list of some of NDI's Professional Service Agreement clients that have had similar needs to your project. Many of these PSAs were for Design -Build projects. Calleguas Municipal Water District 2100 Olsen Road Thousand Oaks, CA 91360 Tony Goff, GM (805) 579-7138 Kristine McCaffery P.E., Mgr. of Eng. (805) 579-7173 City of Thousand Oaks 2100 Thousand Oaks Blvd. Thousand Oaks, CA 91362 Mike Devlahovich, Supervisor (805) 376-5032 PSA 8 years Kern County Water Agency 3200 Rio Mirada Drive Bakersfield, CA 93308 Matt Garrison, SCADA Supervisor (661) 634-1477 PSA 12 years South San Joaquin Irrigation District 11011 East Highway 120 Manteca, CA 95336 Frank Avila, Operations Manager (209) 249-4663 PSA 28 years City of Oxnard 305 W. 3rd Street Oxnard, CA 93030 Tim Beaman, P.E. City Engineer 805-385-8141 PSA 2 years City of Simi Valley Department of Public Works 2929 Tapo Canyon Road Simi Valley, CA 93036 Dan Newton, Deputy Director/Waterworks (805) 583-6494 PSA 17 years Santa Clarity Valley Water Agency 26521 Summit Circle Santa Clarita, CA 91350 Keith Abercrombie, VP of Operations (661) 259-2737 PSA 25+ years Coachella Valley Water District 51501 Tyler Street Coachella, CA 92236 Luis Maciel, I.S. Director (760) 409-5285 PSA 6 years Golden Oak Ranch 19802 Placerita Canyon Rd. Newhall, CA 91321 Diego Recinos, Facility Manager (661) 259-8717 PSA 10 years Ventura River Water District 1409 Old Baldwin Road Ojai, CA 93023 Bert Rapp, General Manager (805) 646-3403 PSA 3 years City Council 17 — 158 Northem Digital, Inc, 9/19/2023 NDI Proposal 80008-53 RELEVANT EXPERIENCE City of Oxnard - Oxnard, CA NDI was awarded a Professional Services Contract in June 2021, through a selective RFP process for Professional Services. NDI was selected as the Design Engineering Firm to develop contract specifications and drawings for a bid solicitation to upgrade the City's Water Treatment SCADA System. The City provides safe, clean and reliable water for potable, fire protection and recycled uses. The Water System distributes treated water to a population of 208,000 people. The Oxnard Water System SCADA Upgrade consists of a new SCADA Application, Upgraded PLCs, Upgrade OITs and Instrumentation, The facilities consist of Blending Stations, Wells, Reservoirs Reverse Osmosis Treatment, Desalination, and Generator controls. NDI has completed the System Analysis and Design Phase of the New SCADA System and is currently in the process of reviewing the bid package with the City. - PSA Contract Amount: $345,000.00 - Contact Person: Tim Beaman, P.E., City Engineer - Email Address: timothy.beaman@oxnard.org - Phone Number: (805) 385-8141 - Inputs/Outputs: 1,800 Number of Screens: 500 Number of Tags: 2,000 Calleguas Municipal Water District (CMWD) - Thousand Oaks, CA CMWD is the water purveyor for Ventura County, servicing Simi Valley, Thousand Oaks, Moorpark, Camarillo, and Oxnard. Through NDI's PSAs with CMWD, NDI has provided consulting engineering and integration services for their SCADA System Projects using AVEVA Wonderware HMI/SCADA Software and Modicon PLCs. Over the past 21 years, NDI has consulted, designed, and implemented nearly all of CMWD's SCADA-related projects including PLC Program design documentation, PLC program application development, SCADA / HMI design and development, and PLC panel design and fabrication. Currently, NDI is in the process of upgrading the existing Modicon PLC to M580s & M340s and Drovidina new Obiect-Oriented PLC Proaram applications for the various processes. CMWD's processes include Reservoirs, Pump Stations, Regulation Stations, Water Treatment Plants, 18 ASR Injections / Extractions Wells, and 95 Distribution Turnout Facilities with M340 PLCs. NDI's current Professional Services Contract includes on -call troubleshooting/maintenance services. - PSA Contract (s) Amount: $5,000,000.00+ (Past 10 Years Projects) - Contact Person: Tony Goff, General Manager - Email Address: tgoff@callegaus.com - Phone Number: (805) 579-7138 - Inputs/Outputs: 4,850 Number of Screens: 580 Number of Tags: 12,000 City of Thousand Oaks - Thousand Oaks, CA NDI has developed new designs as well as provided integration services to the City of Thousand Oaks over the past 8 years. Recently NDI developed the specification and drawing bid package for the City's La Granada Pump Station upgrade project, involving new PLC panels, instrumentation and programming. The project is being recognized by the City with an Award for Excellence in March of 2023. NDI has been involved in the upgrade of Water Distribution facilities for the City. NDI has additionally configured and administered Wonderware InTouch 10.0 and Historian for the City's SCADA system. NDI has also configured, administered and updated Rockwell software SCADA / HMI platforms and Transaction-manager/Historian. NDI programmed and updated Modicon PLC's and RSLogix500 and ControlLogix PLC's, using both Ladder Logic and Function Blocks. Performed backups of the SCADA server environment, as well as configure and manage the SCADA Alarm Program. Designed and tested the SCADA Wonderware virtual machine environment. Designed/modified, tested and implemented HMI projects with FactoryTalk ME. Managed and configured Wonderware System Platform 3.0. - PSA Contract (s) Amount: $200,000.00 - Contact Person: Mike Devlahovich, Operations Supervisor - Email Address: MDevlahovich@toaks.org - Phone Number: (805) 376-5032 - Inputs/Outputs: 4,000 Number of Screens: 500 Number of Tags: 10,000 City Council 17 — 159 Northem Digital, Inc. 9/19/2023 NDI Proposal 80008-53 Coachella Valley Water District (CVWD) - Coachella, CA In September 2017, through an RFP process for Professional Services, NDI was selected as the Design -Build Consultant to Consult, Design and Implement a Master SCADA System Upgrade for Coachella Valley Water District (CVWD). CVWD provides domestic water, wastewater, recycled water, irrigation, storm water protection, and groundwater management services to a population of 265,000 encompassing an area of 1,000 square miles. The Master SCADA System Upgrade Project consists of a new AVEVA Wonderware System Platform SCADA / HMI Application, and new PLC Program Development for 100 miles of canal operations, including 33 Canal Sites. Water / Wastewater sites consist of 94 Wells, 61 Reservoirs, 158 Booster Pumps, 3 Wastewater Treatment Plants, and 30 Sewer Lift Stations. NDI has completed the System Analysis and Design Phase of the New SCADA System and is currently in the system integration and implementation phase of the project. The project includes upgrading the SCADA / HMI Software to an Object -Oriented Platform using Wonderware System Platform 2020 with OMI and upgrading the PLC Programs to an Object -Oriented Platform using GE Versa -Max PLCs. - PSA Contract Amount: $6,103,000.00 - Contact Person: Luis Maciel, Information Systems Director - Email Address: LMaciel@cvwd.org - Phone Number: (760) 409-5285 - Inputs/Outputs: 15,800 Number of Screens: 1,200 Number of Tags: 36,500 Santa Clarita Valley Water Agency (SCVWA) - Santa Clarita, CA For the past 25 years, NDI has maintained a long-standing Professional Services Contract (PSA) with Castaic Lake Water Agency, Valencia Water Co., Santa Clarita Water, and Newhall Water District. In 2017-18 the four entities merged into one, (SCVWA) with the number of remote sites for the new entity totaling 200 Plus. Prior to the formation of SCVWA. NDI. throuah a Desian-Build aDDroach. uoaraded their SCADA Svstems to AVEVA Wonderware Svstem Platform and Allen Bradley ControlLogix's PLC's. NDI's services included HMI & PLC Object -Oriented program development, new PLC Control Panels, and Maintenance Services. SCVWA's System consists of Water Treatment Plants, Pump Stations, Wells, Reservoirs, Pressure Reducing Stations, and Turnouts. Additional services included designing and installing a new Ethernet Radio Network and installing Surveillance Cameras. - PSA Contract (s) Amount: $4,200,000.00 Plus (Past 10 Years Projects) - Contact Person: Keith Abercrombie, General Manager - Email Address: kabercrombie@scwater.org - Phone Number: (661) 259-2737 - Inputs/Outputs: 4,500 Number of Screens: 750 Number of Tags: 20,000 Kern County Water Agency (KCWA) - Bakersfield, CA For the past 15 years, NDI has provided Consulting Engineering and PLC / HMI Integration Services for KCWA's Henry C. Garnett Water Purification Plant ID-5 and the Cross -Valley Canal. NDI designed and integrated a new SCADA System consisting of Wonderware ArchestrA Software and Modicon PLCs. The Agency is currently in the process of upgrading their legacy obsolete Modicon PLCs to the Modicon M340 and M580 PLC Platforms, and NDI is upgrading KCWA's PLC control panel hardware and PLC software applications. NDI currently has a Professional Services Contract with the Agency to provide SCADA Maintenance Services and maintain their Network connectivity, SCADA and PLC Networks, and provide on -call troubleshooting / maintenance services. - PSA Contract (s) Amount: $1,500,000.00 - Contact Person: Matt Garrison, SCADA Supervisor - Email Address: mgarrison@kcwa.com - Phone Number: (661) 634-1477 - Inputs/Outputs: 5,000 Number of Screens: 800 Number of Tags: 10,500 City Council 17 — 160 Northem Digital, Inc, 9/19/2023 NDI Proposal 80008-53 Iq Section 4 References City Council r17 — 161 9/19/2023 Northern Digital, Inc. CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES APPENDIX ATTACHMENT 3: PROPOSER'S REFERENCES rthern Digital, Inc. List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference Customer Name: City of Thousand Oaks Address: 21-00 Thousand -Oaks Blvd, Thousand Oaks, CA 91362 Contact Individual: Mike Devlahovich, Supervisor Phone Number: 805-376-5032 Email: mdevlahovich@toaks.org Contract Amount: $194,000 Year: 2021 Description of supplies, equipment, or services provided: for the La Granada Pump Station & Reservoir Pro ect. Services included PLC Panel Design, Bid Specification Development, Control Strategies /Control Narrative Development, Contractor Submittal Review,Pane n-site! a'inspection Services, SA I,Gommissiohing & Startup Supporl. Integralia ADA Develo ment. Reference Customer Name: City of Simi valley, Public Works Contact Individual: Dan Newton, Deputy Director/Waterworks Address: 600 W. Los Angeles Ave. Simi Valley, CA 93065 Phone Number: 805-583-6494 Email: dnewton@simivalley.org Contract Amount: $230,000 Year: 2021 &2022 Description of supplies, equipment, or services provided: Provided consulting engineering services for the Oak Knolls Pump Station / Reservoir, Crown Hill Pump Station / Reservoir, Walnut Pump Station, Box Canyon Pump Stations vI , inspection Services, SAT,Commissioning & Startup Support. Integration services included PLC Program Development, OF Program Development, and Central SCADA Development. Reference Customer Name: Callequas Municipal Water District Contact Individual: Kristine McCaffrey P.E., Mgr of Engineering Thousand Oaks, CA 91360 Phone Number: 805-579-7173 Email: KMcCaffrey@calleguas.com Contract Amount: $290,000 Year: 2020 to 2023 Description of supplies, equipment, or services provided servicesfor the CMWD / LVMWD Interconnection Pro'ect with Pum Station & Re Station .Services included PLC Panel Design, Bid Specification Development, Control Strategies / Control Narrative Development, Contractor u mI a evlew, ane , n-sr Inspec ion Services, SA 1,17om Qfnrhiy Qiippni In}c�rnfinn cowicac innhvlarl PI C,Prngrgm Dpvpinnmpnt OIJZWram Development and Central SCADA Development rite of Sa=ta_2rs@ RE:R 23-I:126 ECaggjrces Functional Specifications Deve1opM-hr44rl@0CADA Programming &W2023 Page 24 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES Reference Customer Name:City of Oxnard Address: �05 We + 3-4 C+..,...+ JVJ VV�iJI �IIU VIIGGI Oxnard, CA 93030 Contract Amount: $345,000 Contact Individual: Tim Beaman, P.E., City Engineer Phone Number: 805-385-8141 Email: timothy.beaman@oxnard.org Year: 2021 to present Description of supplies, equipment, or services provided: Provide consuRin en ineerin services to develop plans, drawings, specifications, and bid documentation to upgrade the Water Division's SCADA System including water production, treatment an sm ution sys ems. ervica a so inc u e on rac or u , THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Banta Ana RFP 93_07R ECO@rces Functional Specifications Developt-�-� 488SCADA Programming 90EW2923 Page 25 NDI Proposal 80008-53 Appendix A Attachment 5 Certifications Forms City Council 17 — 164 9/19/2023 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES APPENDIX ATTACHMENT 5: CERTIFICATIONS City of Santa Ana RFP 23-026 Water Resources Functional Specifications Development and SCADA Programming Services City Council 17 — 165 9/19/2023 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES 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 cautioned that making a false certification may subject the certifier to Signed . uvsa y puvuc or outer o7ricer completing this State of California certificate verifies-onE�,'fheidentity oftheindividual County of Kern who signed tl a do"eato which'this certificai is attached, and not the tnd&ulgess, accuracy, or validity ON at document. Subscribed and sworn to (or affirmed) before me on this - -1 day of �r G, , 20,4� by Joseph Marcus , proved to me on the basis of satisfactory evidence to be the person a appeared before me NotaryYub Signa e A. GONZALE2 Notary public - California Kern County_ Commission A 2334459 Oy Comm. Espkes Sep 27, 2424 Notary Public Seal City of Santa Ana RFP 23-026 Water Resources Functional Specifications Development and SCADA Programming Services City Council 17 — 166 9/19/2023 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES 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, which exceed $100,000 and that all such subrecipients shall certify and disclose accordinI . Signed: Title: Business Development Manager Firm: Northern Digital, Inc. Date: o-3oa /2c-3 City of Santa Ana RFP 23-026 Water Resources Functional Specifications Development and SCADA Programming Services p�no �7 City Council 17 — 167 9/19/2023 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES 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 of Santa Ana RFP 23-026 Water Resources Functional Specifications Development and SCADA Programming Services City Council 17 — 168 9/19/2023 CITY OF 'SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES 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 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: Business Development Manager Firm: Northern Digital, Inc. Date: 06 _ 2, City of Santa Ana RFP 23-026 Water Resources Functional Specifications Development and SCADA Programming Services City Council 17 — 169 9/19/2023 NDI Proposal 80008-53 Appendix B Company Resumes City Council r17 — 170 9/19/2023 Northem Digital, Inc, NDI Proposal 80008-53 47 Appendix C Company & Project Team Certifications City Council 17 — 171 Northern Digital, Inc. 9/19/2023 OR'S LICENSE STATE OF CALIFORNIA Pursuant to Chapter 9 of Division 3 of the Business and Professions Code and the Rules and Regulations of the Contractors State License Board, the Registrar of Contracors does hereby issue this license to: NORTHERN DIGITAL INC to engage in the business of act in the capacity of a contractor in the fohowing classifoation(s): C 4 - BOILER, HOT WATER HEATING AND STEAM FITTING CID - ELECTRICAL. Witness my hand and seal this day, April 2% 2092 issued April 26, 2002 SIGN0.TV aF ni n[ENSEE SICNATIIRE OF t"NSE Qt1AL66R Th"I.'-1,hL1-t-•rJI II, Fkq. v,n U�fpnuriUrs, rs nix iranifnnxLlu, aml Ihrm Ix• ra�.mtii w the Eteglamr frc a*y rea—. It ber-amn wrwl if nrt —ed. 1 1 J NDI Proposal 80008-53 /.z e 1,14--L Stephen R Ssnds Aeginrtr of Convmim B07306 Licerrse Number City Council EK 17 — 172 Northern I l r.:I 'i 9/19/2023 NDI Proposal 80008-53 COMPANY CERTIFICATION - CSIA CERTIFIED INTEGRATOR csia(V Nzoilli CERTIFIED Northern Digital, Inc has been audited and conforms to all requirements necessary to be a CSIA Certified Member The certification audit covers the following business and monogement categories: • General Management • Human Resources Management • Marketing, Business Development and Sales Management • Financial Management • Project Management Date of Certification: Date of Expiration: Certified Member Since: CSIA Member Since: • System Development Lifecycle • Supporting Activities • Quality Management • Service and Support • Information Systems Management and Cyber Security October 7, 2020 October 7, 2023 October 7, 2020 May 9, 2017 City Council _ 17 — 173 Northern C r I, :. 9/19/2023 NDI Proposal 80008-53 ., -I f II I „"�iTIFICATION -ARCHESTRA CERTIFIED SYSTEM INTEGRATOR This is to certify that Northern Digital, Inc. is an ArchestrA Certified System Integrator Effective as of: January 21, 2008 A vensys O-wQ M-A) a w Mike Bra !ey President Wonderware ARCHESTRA CERr7WD SYSTEM INfEURAIUR M IT Jay R. /effreo, PE Director, Solution Provider Programs Wonderware City Council 17 — 174 Northem Digital, Inc, 9/19/2023 NDI Proposal 80008-53 LINDA CEDERLOF - WONDERWARE CERTIFIED APPLICATION DEVELOPER - HISTORIAN 2020 R2 Application Developer Certificate This is to Certify that Linda Cederlof Northern Digital Is an Authorized AVEVA Application Developer for CS1 AVEVA Historian Server 2020 R2 Exam E0ec0ve Wdc 02 Jun 2022 S.HA Number. 46381 SQ0932-24052022 LINDA CEDERLOF - WONDERWARE CERTIFIED APPLICATION DEVELOPER - INTOUCH 2020 R2 Application Developer Certificate This is to Certify that Linda Cederlof Northern Digital Is an Authorized AVEVA Application Developer for CS1 AVEVA InTouch HMI 2020 R2 Exam Eft b- baba: 16 May 2022 Serial Number. 45896T•20936.05052022 City Council r17 - 175 Northern Digital, Inc. 9/19/2023 NDI Proposal 80008-53 ERWARE CERTIFIED APPLICATION DEVELOPER - APP SERVER Application Developer Certificate Thrs is to Certify that Linda Cederlof Northern Digital 1s an Authorized AVEVA Application Developer for CSI AVEVA Application Server 2020 R2 Exam Ei6gm O� 30 D.e 2022 S-d Nun6r. 5229521017. 30122022 City Council 17 — 176 9/19/2023 Northem Digital, Inc, NDI Proposal 80008-53 ODEI ADDO YOBO - ARCHESTRA CERTIFIED APPLICATION DEVELOPER - APP SERVER 2020R2 Application Developer Certificate This is to Certify that Odei Addo-Yobo Northern Digital Inc. 1s an Authorized AVEVA Application Developer for CSI AVEVA Application Server 2020 R2 Exam Effective Date. 28 J0 2022 Serial 14,mber 481823-21017-28072022 ODEI ADDO YOBO - WONDERWARE CERTIFIED APPLICATION DEVELOPER - HISTORIAN 2020 R2 Application Developer Certificate This is to Certify that Odei Addo-Yobo Northern Digital Inc. Is an Authorized AVEVA Application Developer for CSI AVEVA Historian Server 2020 R2 Exam EfFettive021e 3013 C2022 8.ra0Kemper 521953-20932-29122022 City Council MjPFP1-7- - 777 Northern Digital, Inc. 9/19/2023 NDI Proposal 80008-53 IBO - WONDERWARE CERTIFIED APPLICATION DEVELOPER - INTOUCH by Schneider Electric This is to Certify that Odei Addo-Yobo Northern Digital, Inc. Is an Authorized Wonderware Application Developer for lnTouch 11.1 - 2014 R2 CERTIFIED Nl� Developer �i�fG_ Developer ID: CSI1137 Rashesh Mody Effective date: 10/23/2015 SVP Delivery & Partner Ecosystem Schneider Electric Software Business City Council 17 — 178 9/19/2023 Northem Digital, Inc, NDI Proposal 80008-53 RONNE ABAT - WONDERWARE CERTIFIED APPLICATION DEVELOPER - APP 2014 R2 bySchneWOE Electric This is to Certify that Ronne Abat Northern Digital, Inc, Is an Authorized Wonderware Application Developer for Application Server 4.1 - 2014 R2 CERTIFIED evir� n Developer Developer ID: CSI2314 Effective date: 11124/2015 Rashesh Mody SVP Delivery $ Partner Ecosystem Schneider Electric Software Business RONNE ABAT - ETAP CERTIFIED 115 AC/DC SYSTEM ANALYSIS etap RonneAbat Certificationforsuccessf ffycompleting ET AP 115AC /OC System Analysis 40-hour workshop conducted 6y ETA tT Irvine, CA ,dune 13 -17, 2016 Cntkk�-Tro w Y, i -ETA? Grt P ar Gr.+n r,rm(L.fF��(o�fi,�,atE �ilervran�C� City Council EaPPI-7 - 179 Nnrthem Digital, Inc. 9/19/2023 NDI Proposal 80008-53 UUIVIr- /-HIV T it- 17-M 1 IFICATION - SCHNEIDER ELECTRIC ALLIANCE PARTNER From: J" Perking Uack.Perklrls�Ose.rswnr Date: February 5, ZD20 at 7:51:11 PM PST To: Martin 0bermire,4Manin Ohermlre@Dndi.us> Sublect: Northern piekaF • Schneider Registered Alliance Partner Manin— Thanks for providing Schneider Electric with the details of the projects that Northern Digital, Inc. has completed using Schneider Electric and Modicon Hardware, as well as Wonderware softwae in 2018 and 2019. a review of this 1-(Formation coniirms Iha[ Nerlhern Digital fras met the crkerle to and is recognired as a Schneider Electric Registered Alliance Partner effective January 1, 2020. We welcome you irlo the arcsiram and look forward to wortiriR on automation Integration oroiects ,civing forward. Best Regards Jack Perkins Roitst4en Saks Eeaalrm- erlruR y 44Rc4 ."N $When -177S 219 O$M Schre:drr Ereetric laccaerkan�ee.xvn COMPANY CERTIFICATION - INDUCTIVE AUTOMATION CERTIFIED INTEGRATOR inductive �� �7fr automation. ProductPricing Resources Partners Support About Downloedlgnnon Seerch for lacolwn al—grelor.. H—] Flnd on Integrals / N.01— Digliol Inc Northern Digital Inc Map Satellite Nainal l...I Fe Fores! r Rdw�r..r N.Ik.n Dgralln: ' " a , �o lMd t4AllFlm ^ � ® Leotl SysiemE }heel 4701 C.- W Cl Same Mara 1i BakersReltl.CA 9'3115]05 ° VMCtl SIalCS 1 661322E 44 eat 252 Nal.ona�arasl Ler�ce etch T ed- aim Oele y'le _ vi la HiMera wpaao��ozo r-o°aevav ie�aase iepmeampmw Location Certifications IgnNon and other Industry recognized cenfficaaons, CFRRIED rR[ p Nrin[ [ o Ignd 7q Cedilkalion ® Ig.i I Crede—Ia City Council r17 — 180 Northern Digital, Inc. 9/19/2023 NDI Proposal 80008-53 Welcome, Northern Digital Inc Integrator Company Status Integrator Ignition:/ Inductive Automation Integrator Since 2015 • Gold: 0 sites • Certifil 1 sites • Credentiafed: O sites City Council 17 — 181 Northern Digital, Inc. 9/19/2023 BILL HUBERT - IGNITION 8 Ignition 8 Certified This is to certify that William Hubert Northern Digital Inc has successfully completed software certification and is qualified in system design and Implementation using Ignition by Inductive Automation Robert McKenzie ` Training Manager Ignition: LINDA CEDERLOF - IGNITION 8 k October 1. 2021 NDI Proposal 80008-53 City Council 17 — 182 Northern Digital, Inc, 9/19/2023 NDI Proposal 80008-53 Ignition 8 Certified This is to certify that Linda Cederlof Northern Diqital Inc has successfully completed software certification and is qualified in system design and Implementation using Ignition by Inductive Automation. Re3rert Mc1(eniie 7rAninq Manager IgnitiorV March 23, 2020 Date JOSEPH MARCUS - CYBERSECURITY US DEPARTMENT OF HOMELAND SECURITY CERTIFICATION City Council 17 — 183 Northern Digital, Inc. 9/19/2023 NDI Proposal 80008-53 Certificate of Training Presented by the National Cybersecurity & Communications Integration Center Oxr Industrial Control Systems U.S. Department of Homeland Security To Joseph Marcus For completion of the following online course. 21OW-08 ICS Cybersecurity Consequences 1/31/20 CEus Awarded: 0.10 ACCREDITED FA A Q V I D E 3 City Council 17 — 184 Northem Digital, Inc, 9/19/2023 NDI Proposal 80008-53 Iq Appendix D Sample Screenshots City Council r17 — 185 9/19/2023 Northern Digital, Inc. NDI Proposal 80008-53 City Council 9/19/2023 NDI Proposal 80008-53 City Council 9/19/2023 NDI Proposal 80008-53 City Council 9/19/2023 NDI Proposal 80008-53 Lateral Summary Canal Summary Sanitation Summary City Council 9/19/2023 WRP-4 I Biolac Overview Biolac vahra FUM.Milill34 % 194a GPM Influent Flow Valve Aeration Basin #1 North Drain Pumps Clarifier ill V . DO - 0.99 .PPM Runnin 't l,90 SCFM / " __-- ----- Clarifier�f2 Scum Pumps Aeration Basin #2 South DO . 1 81 . f � Future Tertiary J RA S/WAS RAS Flow 9f}0 GPM WAS Flow O GPM iBl i ft i, 1. Blower Building IMr Pressure 1 . 6.22 s� 2 Disinfection Overview FScan I Notes I Trend I Mosouaa esuuning Bait Press �I f� O GPM lialt'1'hid�enar Level b.6 FT Gen #4 TWAS Pumps Scale Wei ht O IISS NDI Proposal 80008-53 FScan Notes Trend N' � X SP-1 Dig. J\, s 1 uisinrection PV 5111 Position '® H dro Tank PV 5112 Position Hydro Pressure PV 5113 Position Chlorine Building Wash Water How • PV 5114 Position Cl2 5201 Feed Rate 5104 Pump Speed • C12 Effluent Flow 5116 • • • Cl2 5202 Feed Rate 5105 Pump Speed • Cl2 Control Signal East Flow Injector Room Leak Detection • • + Sulfur Dioxide Building West Flow • • Storage Room Leak Detection 0.00 S02 5301 Feed Rate Final Effluent Flow + + I West Bank 1 East Bank 2 S02 5302 Feed Rate Cl2 Residual Tank 1 Tank 1 S02 Control Signal Cl2 CORP • • Tank 2 Tank 2 Injector Room Leak Detection • S02 Residual • • Tank 3 Tank 3 Storage Room Leak Detection + + • S02 ORP = • + + Tank 4 Tank 4 Tank 1 Tank 2 Lateral Control Lateral Sum Canal Sum Res Levels Sari Sum CNL IRG DOM SAN'NPW GWR WRP-4 Hot Index koo City Council m 'i' �". 9/19/2023 '40 NDI Proposal 80008-53 City Council 9/19/2023 NDI Proposal 80008-53 City Council 9/19/2023 Process Control Data Adttlin r- Switchgear A Acknowledge i une xiarm Ljescnptron 05I23I2022 09:19:29 AM Train B Filter Influent Channel Law Chlorine 05MJ2022 09:07:27 AM NOR CL2 Low Alarm Reset C Process Area WPPB General Dist OD Value Alarm Alum NDI Proposal 80008-53 Tag ame ^ TmB_FAtInC: Dist NOR C. v City Council 9/19/2023 NDI Proposal 80008-53 --- - — Top Oil Atnnien Caoliny Stage LTC Oil Temperate a Temperature: Temperet e 5ta9e 37. Ge 3$.1 De .0 27.8 Ge .0 Acknowledge imie niazmuescnpr. 05J23J2022 09:19:29 AM Train B Filter Ir 05/23J2022 09:07:27 AM NOR CI-2 Low Alarm Reset Disolavire 1 to 2 of 38 alarms. 1 KA Default Ouery 100 % Complete LlE Dist NOR C: v City Council 9/19/2023 u NDI Proposal 80008-53 City Council 9/19/2023 NDI Propc City Council 9/19/2023 1� F pd I QMA" (GPH) CONIC (161Ga1) DOSE (mg/L) IvSODE 1 22.1 11.1 1.4 Closed Loop Closed Loop 21 22.1 11.1 1.4 Train A 8 a Pump Skid Control Feeder Pump 1 standby Control Command r, Remote. _ Stoppe Start ■ 0 rp 98mLfm Stop �i J Acknowledge rune 05123I2022 10:18:52 AM 05123J2022 09:59:51 AM Alarm Reset I( TWPS Train S LEADfSTBY Feeder Pump 2 NDI Proposal 80008-53 Lead Control Command Remote Rennin start r �r 1 rp 98mUm Stop 4 Alarm Description Process Area Value Tag.. ^ Train B Filter Effluent Water Quality law Chlorine B WPmpA Alarm TrnB_FEfflu- NORCL2Low Dist OD Alum Dist NOR C, v 1 to 2 of 35 alarms. Default Query 100 % Complete City Council 9/19/2023 NDI Proposal 80008-53 Admin -0 10 g6 0.5 Tank Level Large Tank Effluent Cl2 Residual imp 5 mp4._ m 3 Cl2 Residual 2 Pump 1 6.8 Tank Level _ Tank Effluent Flow From CWS GPM 0.00 Pressure 'Sast Niles Flow 2.93 D East Niles Totalizer Acknowledge Time Alarm Description Process Area Value Tagnama ^ DSf23022 09:59:51 AM NORCL2 Low Dist OD Alarm Dist NOR _C' 05f23f2022 08:49.46 AM Generator 01 Fail Status Electncal Alarm Elec_GenSys- v Alarm Reset � I Displaying 1 to 2 of 34 alarms. Default Query 100 % Complete City Council 9/19/2023 ■ • - • • ' • RWPR 1n error I 10:39:39 kM NDI Proposal 80008-53 City Council 9/19/2023 EXHIBIT C COMPENSATION Consultant's Fee Proposal including hourly rates, if applicable City Council 17 — 201 9/19/2023 Fee Proposal City of Santa Ana Public Works Agency r ■o1)III1j1' Water Resources Functional Specifications Development and SCADA Programming Services N DI Reference #80008-53 March 09, 2023 Northern Digital, Inc. Joseph Marcus 4701 Corporate Ct. 661.322.6044 (259) BakersiepId, CA q-��11 insPnh marrusandl.us City Council 17 — 202 9/19/2023 NDI Proposal 80008-53 March 9, 2023 City of Santa Ana Public Works Agency ATTN: James Burk, P.E., Project Manager RE: FEE PROPOSAL TO PERFORM CONSULTING ENGINEERING SERVICES, CONTROL SYSTEM DESIGN SERVICES, FUNCTIONAL SPECIFICATION DEVELOPMENT, AND SCADA SYSTEM SOURCE & CHANGE CONTROL SERVICES FOR THE CITY OF SANTA. Please find NDI's fee proposal attached in response to the City's RFP 23-026 Water Resources Functional Specifications Development and SCADA Programming Services. Enclosed is Attachment 2 as well as NDI's rate sheet for services performed for this project. NDI has over 34+ years of industry experience and has an extensive background in providing control system engineering services for numerous Water/Wastewater industry applications. Northern Digital is an industry leader in providing technical solutions and integration services to a wide variety of agencies including municipalities, districts, and independent water companies. Our core value of relationships forged in commitment aims to develop lasting partnerships with our clients. NDI strives to ensure that we meet or exceed all your project expectations. We are grateful for this opportunity to submit a Qualification Package to the City of Santa Ana and are excited at the prospect of working with you. Sincerely, Joseph Marcus Northern Digital, Inc. Manager, Business Development W: 661.322.6044 M: 661.319.4015 E: joseph.marcus@ndi.us City Council 17 — 203 9/19/2023 Northem Digital, Inc, NDI Proposal 80008-53 Section 1 Attachment 2: Fee Proposal City Council r17 — 204 9/19/2023 Ncwthhenn Digital, Inc. CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES APPENDIX ATTACHMENT 2: FEE PROPOSAL Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposal. I have examined the ATTACHMENT 1: SCOPE OF WORK. I am familiar with all the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. Proposer shall submit hourly rates schedule, which shall include but not limited to, direct and indirect costs for labor, for staff per job classification, material, equipment rates, overhead, incidental supplies, travel, mileage, and fuel. Any special materials will be purchased by the contractor only after discussed and authorized by the City projects manager or designee in writing. Prior to commencement of services, Contractor shall provide separate quotes, upon request by the City, which shall be approved by the City's Public Works Water Resources Division. FEE SCHEDULE The undersigned declares that he/she has carefully examined the request for proposal, that he/she has examined the Proposed Scope of Services, and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said Proposed Scope of Services, for the unit price(s) set forth in the following schedule: Note: This contract is subject to prevailing wages. TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: Northern Diqital, Inc_ Item # Bid Item Unit Quantitv Amount Crooke Station and Cambridge Station (Please refer to Appendix A and Appendix B) Crooke Station (Located at 730 E Memory Ln, Santa Ana CA 92706) — Appendix A 1. Control Panel Drawings EA 1 $ 47,228 2. Functional Specification EA 1 $ 44,868 3. Programming and Testing Specifications EA 1 $ 44,388 4. Source Control EA 1 $ 15,198 5. Change Control EA 1 $ 15,198 City of Santa Ana RFP 23-026 Water Resources Functional Specifications Development and SCADA Programming Services City Council 17 — 205 9/19/2023 CITY OF SANTA ANA RFP NO.. 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES Cambridge Station (Located at 2736 N Cambridge St, Santa Ana CA 92701) — Appendix B 6, Control Panel Drawings EA 1 $29,228 7. Functional Specification EA 1 $47,748 8. Programming and Testing Specifications EA 1 $39,708 9. Source Control EA 1 $15,198 10. Change Control EA 1 $15,198 Total $313,960 Contractor shall submit rate schedule, additional labor, material and rental equipment rates along with fee schedule. Contractor's labor and equipment rate sheet shall list rates for all labor designations, equipment and materials. BIDDER INFORMATION: Legal Company Name: Northern Digital, Inc. Complete address: 4701 Corporate Court, Bakersfield, CA 93311 Phone Number: 661-322-6044 Email Address: joseph.marcus@ndi.us Authorized Signature: Name: Joseph Marcus Title: Manaqer, Business Development City of Santa Ana RFP 23-026 Water Resources Functional Specifications Development and SCADA Programming Services 2.4 City Council 17 — 206 9/19/2023 v Section 2 Labor Classification Rate Sheet NDI Proposal 80008-53 City Council r17 — 207 9/19/2023 Northem Digital, Inc, NDI Proposal 80008-53 NDI Fee Schedule CLASSIFICATION RATE SCHEDULE Northern Digital has a staff of qualified engineers and multidisciplinary employees capable of meeting the requirements of your project. NDI's staff includes Engineering, Project Management, Finance, CAD Specialists, and Procurement, all capable of meeting the scheduling, testing, inspections, oversight of installation, and training requirements of this project. NDI's Professional Services Classifications and associated rates can be found below Professional Services Classification NDI Hourly Rate Consultant / Principal $195 Systems Engineer $180 Project Manager $180 Field Technical Support Engineer $170 Clerical $70 Vehicle Transportation $0.75 per mile PLEASE NOTE THE FOLLOWING BILLING POLICIES: *Rate may vary due to changes in the IRS determined Standard Mileage Reimbursement Rate *Travel & Expenses Costs will follow GSA Guidelines Billing will be per the Professional Services Agreement between the City of Santa Ana and NDI. Work will be billed progressively on a T&M basis. Note: A yearly 4% Cost of Living increase will apply after each year, effective after contract year 1 (based on date of contract execution). City Council 17 — 208 Ncwthem Digital, Inc. 9/19/2023 EXHIBIT 3 CONSULTANT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND SOFFA ELECTRIC, INC. TO PROVIDE ON -CALL ENGINEERING SERVICES THIS AGREEMENT is made and entered into on this 19th day of September, 2023 by and between SOFFA Electric, 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 February 14, 2023 the City issued Request for Proposal ("RFP") No. 23-026 by which it desired to retain a consultant having special skill and knowledge in the field of: engineering services to prepare functional specifications and to provide SCADA source control and change control services on an on -call basis for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the city. Consultant represents that it is able and willing to provide such services described in the scope of work that was included in the RFP No. 23-026. 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 the services that were described in the scope of work included in the RFP No. 23-026, 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, and as further described in Consultant's Proposal, attached hereto an incorporated herein by this reference as "Consultant's Proposal - Exhibit B". 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 Consultant's Fee Proposal, which is attached hereto and fully incorporated herein by this reference as "Compensation - Exhibit C". Consultant is one of three (3) separate consultants selected to provide services on an on -call basis under RFP 23-026. The total compensation for services provided by all consultants selected under RFP 23-026 shall not exceed the shared aggregate amount of $1,250,000.00 during the term of this Agreement, including any extension periods, as set forth in Section 3, below. 10 City Council 17 — 209 9/ 0 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. c. Notwithstanding any contrary terms contained within Consultant's Fee Proposal, Consultant's fees shall not increase by more than 3% annually over the term of this Agreement, including any extension periods, unless directly affected by Prevailing Wage laws, if applicable. 3. TERM This Agreement shall commence on September 19, 2023 and end on September 18, 2026, with the option for the City to grant up to one (1), two-year extension, 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 10 City Council 17 — 210 9/ 0 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. 7. INSURANCE Consultant 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 Consultant, its agents, representatives, employees or subcontractors. a. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has secured all insurance required under this Section. b. Insurance coverage shall be at least as broad as: (i) 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 $2,000,000.00 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. (ii) 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 $1,000,000.00 per accident for bodily injury and property damage. (iii) Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000.00 per accident for bodily injury or disease. 10 City Council 17 — 211 9/ 02 (iv) Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $1,000,000.00 per occurrence or claim, $2,000,000.00 aggregate. (v) 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. c. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions: (i) 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 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 both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). (ii) 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 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. (iii)Notice of Cancellation. Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. (iv)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. (v) 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 10 City Council 17 — 212 9/ 0 endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. (vi)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. (vii) Claims Made Policies. If any of the required policies provide coverage on a claims -made basis: • The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. • Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. • 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. (viii) 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. (ix)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. (x) 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 10 City Council 17 — 213 9/ 02 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. 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 10 City Council 17 — 214 9/ 0 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. 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 10 City Council 17 — 215 9/ 02 Agreement performed by City personnel or by other consultant and/or 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, 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 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 10 City Council 17 — 216 9/ 0 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: Jennifer L. Hall City Clerk 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 P.O. Box 1988 Santa Ana, California 92702 Fax: To Consultant: Salib Mansour, P.E. Vice President SOFFA Electric, Inc. 5901 Corvette St. Commerce, CA 90040 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 10 City Council 17 — 217 9/ 02 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: JENNIFER L. HALL City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney JONATHAN T. MART EZ Assistant City Attorney RECOMMENDED FOR APPROVAL: NABIL SABA Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT: SALIB MANSOUR Vice President 10 City Council 17 — 218 9 2 EXHIBIT A SCOPE OF SERVICES City Council 17 — 219 9/19/2023 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES Appendix ATTACHMENT 1: SCOPE OF WORK C:itg of Santa Ana RFP ?�-n?(3 CwPodorfarces Functional Specifications DevelopVbgn220 SCADA Programmin@M�N23 Page 13 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES SCOPE OF WORK A. INTRODUCTION AND BACKGROUND 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's water system has an average day demand of about 30 million gallons (MG) with 45,000 service connections. It is comprised of approximately 478 miles of water main, 45 MG of storage at five (5) sites, seven (7) MWD connections, 21 groundwater wells, seven (7) pump stations, four (4) pressure regulating stations and utilizes two (2) pressure zones. B. CONSULTANT RESPONSIBILITIES The City desires to retain a qualified Consultant to prepare functional specifications, control panel drawings, programming and testing specifications and provide SCADA systems source control and change control services for the City's water production facilities. The selected vendor is intended to, among other items previously stated, provide and institute oversight mechanisms for the City's contracted controls programmers. The City's facilities are controlled by the Dynac ES SCADA software as provided by Kapsch TrafficCom USA, Inc. The City is also utilizing Wonderware by AVEVA. The Consultant shall provide all labor, materials, services, and equipment necessary for the services described herein. The Consultant shall possess all Federal, State and Local permits, licenses, and approvals necessary to provide good/services required in the Scope of Work. C. SCOPE OF SERVICES The City is seeking qualified Consultants to provide (1) control panel drawings, (2) functional specifications, (3) programming and testing specifications, (4) source control, and (5) change control described in the following sections: 1. CONTROL PANEL DRAWINGS The Consultant shall be capable of providing and reviewing control panel drawings as they relate to the City's instrumentation and electrical components. The City's water production sites utilize the following components: • Modicon Momentum Programmable Logic Computers (PLC) — (Modicon M340 and M580 and other various models) • Variable Frequency Drives (VFD) — (Various models such as ABB and Danfoss) • Limitorque and AUMA motor operated valves (MOV) • Mag meters (various brands) and other related appurtenances • Magelis human machine interfaces (HMI) or a Unitronics display The Consultant shall have experience working with the aforementioned instruments and shall recommend retrofits when applicable. It is the City's desire that all site control reside within C otg of Santa Ana RFP ?�-n?(3 Civp6dorfarces Functional Specifications DevelopVbgn22njd SCADA Programmin@M�N23 Page 14 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES the site PLC with the HMI acting primarily as a site control interface relaying operator commands to the site PLC. A. DELIVERABLES Upon request, the Consultant shall prepare detailed control panel drawings and specifications for City water production sites. Control panel drawings shall be complete and sufficiently detailed to provide to panel manufacturers and obtain bids for their construction. Control panel drawings shall be in conformance with the City's Control Panel Standards and Specifications and include at a minimum the following: 1. Front Panel Layout Drawing 2. Back Panel Layout Drawing 3. Power Distribution Drawing 4. Communication Network Drawing 5. Analog Inputs/Outputs Drawing 6. Digital Inputs/Outputs Drawing 7. Bill of Materials 8. 1/0 List with Tag Names 9. Specifications for: a. DC Power Components (standard provided by City) b. Ethernet and Networking Components (standard provided by City) c. Telemetry Components (standard provided by City) d. Control Panel Construction (standard provided by City) In addition, the consultant shall provide the following for each requested site: 1. 1/0 List 2. Complete set of Drawings 3. Complete set of associate specification 2. FUNCTIONAL SPECIFICATIONS The Consultant shall develop functional specifications based on the future/proposed operation/capabilities gained from updating instrumentation and control devices for the Water Production sites upon request from the City. The Functional Specifications are intended to reflect the ultimate desired operation of each site and not be limited to the operation as it exists currently. The Consultant shall be capable of performing the following tasks: Conduct existing condition work sessions with the City Water Production Team to identify existing operational settings, hardware and controls equipment for the Sites. The Consultant shall catalogue all existing controls and equipment and provide recommendations for enhancement and conformance to City's standards. a. The Consultant shall create an 1/0 database to catalogue all system 1/0 and communications, which shall include summaries of the use and function of each. The format and fields shall be developed in collaboration with the City Water Production C otg of Santa Ana RFP ?�-n?(3 CwPodorfarces Functional Specifications DevelopVbgn220 SCADA Prograrnrnin@M8 N23 Page 15 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES Team. The type of 1/0 captured in this database shall include, but not be limited to, PI -Cs, local and remote HMIs, remote 1/0 modules, radio transmitter modems, backup power, wiring and termination blocks. b. The Consultant shall provide recommendations for control hardware upgrades and standardization. c. The purpose of this task is to document existing 1/0, configurations and Site equipment for use in preparing the proposed/future 1/0 list, control panel drawings, functional specifications and related documents. 2. Conduct operations workshops with the City Water Production Team to develop and document operating procedures for the Sites. The Consultant shall provide recommendations for enhancement to operational practices based on currently available technologies and industry best practices. a. The Consultant is expected to develop a detailed understanding of each of the Site's operational function including all equipment, controls, instrumentation, and communication systems. Consultant shall research as necessary to fully understand the capabilities and limitation of the Sites. b. It is anticipated that one (1) workshop per pump station Site (8 hours each) will be needed to complete this task. In addition, the City may request the following additional trainings: i. Field testing and training for staff ii. Detailed workshops per functional specification 3. Create Functional Specifications for each Site that includes at minimum the following: a. Narrative overview of the function and operation of the Site; b. Identification of all component of the Site (i.e., equipment, instrumentation, etc.) c. Narrative description of the functionality of each component of the Site (e.g., pumps, tanks, VFDs, valves, meters, sensors/transmitters, monitors, etc.); d. Narrative description of all operational modes for the Site; e. Description of the process control strategies 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 (Dynac ES provided by Kapsch TrafficCom USA, Inc. and Wonderware provided by AVEVA) j. Narrative and detailed description of system alarms and other notification functionality. Prior to finalizing the functional specification, the Consultant shall host a functional specification review workshop to review the content of the documents and receive City's approval to finalize. Upon request, the Consultant shall also be able to provide field testing and training for staff. C otg of Santa Ana RFP ?�-n?(3 CwPodorfarces Functional Specifications DevelopVbgn22& SCADA Prograrnrnin@M8 N23 Page 16 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES 3. PROGRAMMING AND TESTING SPECIFICATIONS Upon request, the Consultant shall develop programming and testing specifications based on City standards for the new control panels. The Consultant shall perform the following tasks: 1. Consultant shall develop comprehensive Factory Acceptance Test (FAT) and Site Acceptance Test (SAT) protocols for the new control panels and related components. 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. 2. Act as the City's agent during factory and on -site functional and performance acceptance testing. Consultant shall document and identify all functional and performance discrepancies and coordinate corrective actions to resolve identified discrepancies prior to City acceptance. 3. On an as -needed basis, Consultant shall provide on -site support for commissioning (start-up) activities, in close coordination with the City's integrator. Consultant shall be present during system commissioning to verify all aspects of the control system and associated process equipment are exercised and to ensure deficiencies are corrected by the Contractor/Integrator as they are found. Commissioning will not be considered complete until the Consultant has determined that all of the system requirements have been met. A. DELIVERABLES The Consultant shall provide the following: 1. Control Panel FAT/SAT Protocols 2. Control Panel FAT/SAT Results Report 3. Commissioning/Start-up Report 4. SCADA SOURCE CONTROL The Consultant shall implement, manage and maintain a source control system and establish procedures to track all changes to the SCADA configurations, PLC programs, firewall configurations, smart field device configurations and related devices. The goal of the Source Control service is to track and store SCADA system configurations and history. The Consultant shall collect existing programs from field PLC devices to populate the existing source control database. The City has approximately 45 PLC devices located throughout the City. The Consultant shall maintain a master source control database and provide periodic backups to the City. As updates are required to the PLC programs, the Consultant shall provide a copy of the most up to date PLC programs to the City's contract PLC integrators via a documented check -in, check-out process. Consultant shall develop and document rules, standards and procedures for database structure and program check -in, check-out processes. C otg of Santa Ana RFP ?�-n?(3 CwPodorfarces Functional Specifications DevelopVbgn22* SCADA Prograrnrnin@M8 N23 Page 17 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES 5. SCADA CHANGE CONTROL The Consultant shall implement, manage and maintain a robust change control system and establish procedures to provide governance and structure over proposed SCADA system and site local control programming changes and associated integrator activities. The goal of Change Control services is to prevent ad -hoc SCADA configuration changes, ad -hoc PLC programming changes, properly document new instrumentation additions and ensure proper documentation is kept regarding the nature and reason for the desired system changes. Consultant shall propose a change control platform and methodology. Change requests may be initiated by City, City's contract integrators or Consultant. The City will have final say as to what change requests are approved. D. CODE COMPLIANCE All materials and workmanship shall be in strict conformity with federal, state and local codes, requirements, standards of the latest editions, and guidelines including revisions of the following: • International Society of Automation (ISA) • California Building Code (CBC) • American National Standards Institute (ANSI) • American Society of Testing and Materials (ASTM) • Department of Transportation (DOT) • California State Water Resources Control Board • Department of Drinking Water • South Coast Air Quality Management District (SCAQMD) • Environmental Protection Agency (EPA) • Occupational Safety and Health Administration (OSHA) E. PROJECT MANAGEMENT AND COORDINATION When a request for service is issued to the City, the Consultant shall issue an estimate to the City's designated Project Manager. The Consultant shall not proceed with any work without the approval of the City's designated Project Manager in the form of a Notice to Proceed. Consultants shall invoice the City on a monthly basis for all work performed during the period or provide a one-time invoice at the completion of work issued. Each invoice shall be accompanied by a summary of tasks performed, contract agreement number, results and progress on long- term tasks if any. F. VALUE ADDED RELATED SERVICES The Consultant may propose additional related services that the City has not specifically identified in this RFP to accomplish the stated goals of this RFP. Value added related services will be considered by the City and may or may not be incorporated in the agreement. All parts and materials must be supplied new and factory approved. C mtg of Santa Ana RFP ?3-n?F Civp6dorfarces Functional Specifications DevelopVbgnQ215d SCADA Prograrnrnin@M8 N23 Page 18 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES G. MARKUP The following markup percentages shall be added to the Consultant's s costs and shall constitute the markup for all overhead and profits (to the sum of the costs and markups, one (1) percent shall be added as compensation for bonding): 1) Labor................................................................................................20 2) Materials...........................................................................................15 3) Equipment Rental.............................................................................15 4) Other Items and Expenditures..........................................................15 H. MINIMUM QUALIFICATIONS The City is searching for a highly experienced professional firm with specific experience in control system, HMI, and SCADA system development, test, integration, and commissioning. At a minimum, proposers shall demonstrate certification, accreditation and/or competence as follows: 1. California Registered Engineer as either: a. Control Systems Engineer, or b. Electrical Engineer, or 2. International Society of Automation, Certified Automation Professional certification required. 3. Provide license/certification holder information (i.e., name, license#, etc.). 4. Project Experience: a. Demonstrated experience with PLC, HMI, RTU and communication processors (e.g., Schneider/ Telemecanique Modicon PLCs, and Magelis HMI, etc.) in a variety of development environments (e.g., Concept v2.6, Advantys, UnityPro and Visilogic, etc.). b. Proven experience with SCADA communication protocols and concepts. c. Demonstrated experience in the area of control systems design, development, integration, acceptance testing and commissioning. d. Minimum of three projects of similar scale and scope in the municipal water production/distribution industry within the past five years. 5. Provide detailed project descriptions for representative projects; include contact information for client/customer personnel (project manager, engineer, etc.) involved with each representative project. 6. Sufficient resources to staff this project. Provide resumes for key personnel/sub- contractors and a resource table summarizing the availability of assigned individuals for the project. 7. All work is to be performed in compliance with all applicable codes, ordinances, laws, standards, due care, and Occupational Safety and Health Administration (OSHA) safety requirements. 8. The Contractor shall have a minimum of five (5) years of experience in providing the services described in ATTACHMENT 1: SCOPE OF SERVICES. 9. The Contractor shall possess state and local permits, licenses and certificates required by law to commence, carry, and complete the work. C mtg of Santa Ana RFP ?�-n?(3 CwPodorfarces Functional Specifications DevelopVbgn220 SCADA Prograrnrnin@M8 N23 Page 19 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES 10.Provide all necessary equipment to competently perform and complete work as specified. I. SAFETY Proposer shall be solely and completely responsible for the condition of the project site, including safety of all persons and properties during the performance of the work. In addition, proper safety equipment must be worn at all times. These requirements shall apply continuously until the contract is terminated and shall not be limited to normal working hours. The Consultant shall assure that each employee or subcontractor under the contractor's supervision is trained in the work practices necessary to safely perform his or her job. The Consultant's drivers/delivery crews shall be HAZMAT trained and certified in safety measures to prevent accidents endangering personnel and property. Hazardous Materials shall be clearly marked with the proper shipping name and identification number as required by the Department of Transportation. The Consultant shall provide current, applicable and required Material Safety Data Sheets (MSDS) at any time during the contract as requested by the City of Santa Ana. J. INSURANCE REQUIREMENTS The successful bidders shall furnish the City with original copies of valid insurance policies herein required upon execution of the contract and shall maintain said policies in full force and effect at all times during the term of this contract. Said insurance policies shall comply with all requirements set forth in these specifications. Consultant(s) shall keep a current certificate of insurance at the City of Santa Ana at all times and shall immediately report any changes to the City. K. FEE SCHEDULE The Consultant shall submit a fee schedule and labor rates as described in Section III.B.3 of RFP. The Consultant shall refer to APPENDIX A and APPENDIX B for additional information regarding Crooke Station and Cambridge Station respectively. No separately stated freight or deliveries will be considered. Bidders shall include all costs in the unit price bid. The Consultant's delivered product pricing shall be inclusive of all freight/unloading/handling and delivery charged. The City intends to replace the control panels and related instrumentation and electrical components at the sites described below (work to be performed by a separate Contract): 1. Crooke Pump Station consisting of (detailed plansets provided in Appendix A): a. 3 Booster pumps b. 1 Reservoir c. 2 Groundwater wells C:itg of Santa Ana RFP ?�-n?(3 CwPodorfarces Functional Specifications DevelopVbgn221 SCADA Prograrnrnin@M8 N23 Page 20 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES 2. Cambridge Pump Station consisting of (detailed plansets provided in Appendix B): a. 3 Booster pumps b. 1 Reservoir The fee proposal shall be outlined as follows for Crooke Station and for Cambridge Station: 1. Control Panel Drawings a. Fee per Site 2. Functional Specifications b. Fee per Site 3. Programming and Testing Specifications c. Fee per Site d. Assume 20 hours of witness testing/on-site services per site 4. Source Control a. Fee for initial PLC program collection b. Fee for establishing functioning Source Control database, standards and procedures c. Annual budget for processing check-in/check-out requests i. Assume 4 requests per month 5. Change Control a. Fee for establishing functioning Change Control forms, standards and procedures b. Annual budget for processing/documenting change control requests i. Assume 4 requests per month 6. Firm's standard hourly fee schedules Furthermore, the Consultant shall submit additional labor, material and rental equipment rates along with fee schedule. Consultant's labor and equipment rate sheet shall list rates for all labor designations, equipment, rentals, and materials. The bid items specified in the fee schedule are for reference purposes only. Labor increases shall be subject to mutually agreeable terms between the City and the Consultant. The City may request related services that will be paid at the vendor's standard labor and equipment rate submitted. Fee proposal shall be outlined as follows: ---End of SCOPE OF WORK Section--- C mtg of Santa Ana RFP ?�-n?(3 CwPodorfarces Functional Specifications DevelopVben220 SCADA Prograrnrnin@M8 N23 Page 21 EXHIBIT B CONSULTANT'S PROPOSAL City Council 17 — 229 9/19/2023 soma Engineering company specializing in control systems integration and fabrication designed to improve efficiency and reduce operational costs for Municipalities, Water and Wastewater Treatment Systems, Oil, Gas, Energy and Industrial Sector. Process Control Integration Corporate Office March 9, 2023 CITY OF SANTA ANA PUBLIC WORKS AGENCY 220 S. Daisy Avenue, Bldg A Santa Ana, CA 92703 5901 Corvette Street, Commerce, CA 90040 Tel: (323) 728-0230 Fax: (323) 558-7088 SUBMITTED ELECTRONICALLY Ref: Water Resources Functional Specifications Development and Scada Programming Services Dear James Burk, P.E., Soffa Electric, Inc. is pleased to have the opportunity to submit our statement of qualifications as the System Supplier for Instrumentation & Controls subcontractor for this project, with Specialized Systems Integration services and supplies. Our company is in the unique position of providing turnkey systems that are engineered, programmed, fabricated, and factory tested all from one single location. We offer a full staff of over 50 engineers, technicians, and programmers; and our 3,700 Sq. Ft. Underwriters Laboratory (UL) Listed panel shop is located within 5 miles from the City of Montebello. We employ Senior engineers that are available 24/7 to provide system maintenance should you develop a problem that desires immediate attention. Our programmers are knowledgeable at troubleshooting a wide range of PI -Cs and HMIs and will respond at any time to ensure your facility stays up and running with the least amount of downtime possible. During our 51 years of operation, we have developed strong alliances and buying power with all the major vendors in our industry which allows us reduced pricing and lead times that we can then pass on to our customers. At SOFFA Electric we offer our clients the expertise, personnel, financial stability, and organization necessary to make every project a success. We also have expanded services at a second local facility in Aliso Viejo, CA. We look forward to offering you consistency and effectiveness in achieving your goals for this project. Thanks for this opportunity. Sincerely, Salib Mansour, P.E. Vice President Sal ib. Mansour(a-)soffaelectric.com www.soff 17 — 231 9/19/2023 info@soffa + t PHa Process Control Integration Corporate Office March 9, 2023 CITY OF SANTA ANA PUBLIC WORKS AGENCY 220 S. Daisy Avenue, Bldg A Santa Ana, CA 92703 Ref: Agreement Statement Dear James Burk, P.E., 5901 Corvette Street, Commerce, CA 90040 Tel: (323) 728-0230 Fax: (323) 558-7088 SUBMITTED ELECTRONICALLY Soffa Electric, Inc. is agrees the standard agreement provided as attachment 4 "Consultant Agreement (SAMPLE)" and agrees with the scope services in Exhibit A. Sincerely, Salib Mansour, P.E. Vice President Salib. Mansour(a�soffaelectric.com www.Soff info@soffa ' OaM 17 — 232 9/19/2023 Water Resources Functional Specifications Development and Scada Programming Services11 SOFFA Electric is an engineering firm specializing in control systems integration and fabrication designed to improve efficiency and reduce operational costs for Water and Wastewater Treatment System, Oil, Gas Chemical Processing, and Industrial Sector. Founded in Los Angeles in 1972, the expert team at SOFFA has over four decades of experience combing thoughtful engineering practices with direct access to a comprehensive suite of unique industrial solutions. Initially, we offered relay control systems to both the public and private sectors, but as technology progressed over the years, we transitioned from the relay panel to programmable logic controllers to offer more value to our industrial and municipal clientele. At SOFFA Electric, we take your productivity seriously. That is why we are committed to serving all of your industrial control system needs efficiently, without the headache of a middleman. We offer a comprehensive solution for the engineering, programming, fabrication, and testing of advanced turnkey control systems for industrial manufacturing and municipal process applications. This centralized solution is the best way to ensure quality efficiency, and support for our clients, and it helps expedite your go -to - market strategy by removing several steps from the process. SOFFA Electric is one of two companies west of the Mississippi granted UL approval for construction of flame detection and hazardous area control panels. In addition, SOFFA is pleased to announce that we have expanded our services to a second location in Aliso Viejo, CA. Contractor State License • C-10 Electrical -California State Contractor's License Underwriters Laboratory u • UL-508A Industrial Control Panels • UL-698A Industrial Control Panels Hazardous _ IS09001 Certification W Integration Partners • Rockwell Automation o Allen Bradley o Studio 5000 o RSLogix o RSView o FactoryTalk View SE • Schneider Electric o Wonderware o SCADAPack o ClearSCADA o Modicon o Unity PRO • Siemens o WinCC Control System Integrators Association (CSIA) (C) s csia WWRO SYSTEMINTEGERTORSASSOCIATION soffa Electric, Inc C S i a INTEGRATOR MEMBER CSIA Member Since: 2019 0 Sity Council 17 — 233 9/19/2023 Water Resources Functional Specifications Development and Scada Programming ServicesJ2 Succeed with Capitol Infrastructure Projects Every successful project requires a strong strategy and competent people behind it. Comprehensive system project services from SOFFA Electric can help deliver complete infrastructure project execution from start to finish, on budget and on time. Combining our extensive industry expertise with a team of experienced engineers provides accurate, well-defined project implementation frameworks that directly impact your entire company: • Successful Project Execution • Lower Total Cost of Ownership • Reduce Potential Waste Risk • Remove Excess Redundancy • Simplify Regulatory Compliance • More Efficient Process Behavior ■ Detail -Oriented System Management Services The system project experts at SOFFA Electric provide end -to -end project management and definitions to help manufacturers and municipalities streamline each new project in their pipeline. • Feasibility Studies • Functional Specifications • Schedules • Facility Walk Through • Field Analysis • As -Built Documentation • Requirements Definition • Hardware Implementation • Software Design and Implementation • Start-up and Commissioning • Post Start -up Application Support • Staff User Training We specialize in helping high tech, highly regulated industries meet unique project challenges At the core of our management service is a proven methodology that we use to optimize client projects and get great results. • Select the perfect team of engineers for your project. • Outline the complete project scope and framework. • A team of estimators provide a competitive bid. • Upon assignment, our engineers develop detailed instrumentation submittals and control panel designs for review. • After getting approved submittals and a release, we begin fabrication. • Once panels are fabricated, we thoroughly inspect them and test them to ensure functionality and compliance. Each project is managed by a specialized group of engineers chosen based on the needs and requirements of the project. Schneider $ puto ck on . E`A..` EMERSON � �R imeroYs SIEMENS �►�1r�r Honeywell �T ' 0 Sity Council 17-234 9/19/2023 Water Resources Functional Specifications Development and Scada Programming ServicesJ3 Fine -Tune Your Equipment & Processes A high-powered system is only as good as its operating accuracy, and unfortunately, not all instrumentation is calibrated optimally upon implantation. Advanced process instrumentation and calibration solutions from SOFFA Electric enable your system to operate at maximum capacity without sacrificing compliance and control. Our expert team analyzes and optimizes your process input instrumentation to accurately measure and report on the four primary operating values in real-time: flow, temperature, pressure, and level. We specialize in a range of Technical Services and Commissioning Services for Analytical Devices, Flow Devices, Level Devices, and Pressure Devices that are special calibrated to your industry needs and requirements. ■ Technical Instrumentation Services • Calibration • Commissioning & Hot Cutover • Control System Implementation • FAT Testing Assistance & Troubleshooting ■ Instrumentation Commissioning Services • Device Tagging • Device Tag Name Verification • Device Wiring Connection Verification • Field Wiring Verification for Analog Devices • Point -to -Point Verification with HMI/SCADA System • Develop & Maintain Device Records • Inspections • Preparations • Documentation • Instrument Loop Check • Integrated System Testing • Maintenance & Support ■ Creating Innovative Industry Frameworks As a single -source design provider, SOFFA Electric has the leverage, the latest AutoCAD technology and extensive engineering experience to develop system designs that are guaranteed to meet all ISA standards and UL rules and regulations. • Loop Diagrams • Interconnect Diagrams • Wiring & Fabrication Drawings • Point -to -Point Drawings • Detail Design Drawings • System Configuration • Systems Integration • Equipment Specifications • Field & Communication Devices ■ Programming to Meet Any Need No matter how simple or complex your control process, software specifically designed to complement and support your hardware is critical to keeping things running smoothly. SOFFA Electrics custom control system programming ensures that your systems work in tandem effortlessly. Our programming team has extensive experience working with a wide variety of platforms and requirements to develop the right solution for your needs. Unleash Your Equipment's Potential As an industry leading control system integrator, SOFFA Electric has a wide variety of experience in programming PLC all major programmable logic controllers and RTUs, including: • Allen Bradley • Siemens • Modicon • GE Fanuc • SCADA Pack Sity Council 17 — 235 9/19/2023 Water Resources Functional Specifications Development and Scada Programming ServicesJ4 • Automation Direct • Emerson Delta V & Ovation • Honeywell We also have extensive human -machine interface (HMI) experience connecting operators to controllers within a Windows - based system. As a standard, our ladder logic is completely documented using plain English, symbols, and descriptions on 1/0 points and other intermediate coils used to simplify comprehension. Custom Reporting: Using popular software platforms, we program control system software with easily customizable reporting features specific to your needs. Secure Workstations: Each workstation is configured to behave as a standalone system with redundant hot backup capabilities. SCADA Expertise: We are SCADA systems experts with in-depth experience with various operator interfaces, including: • Allen Bradley/PanelView Plus • Modicon/Panel Mate • Siemens/OP7 • Telemetry/SCADA Advanced Data Logging: To facilitate smooth, accurate data logging, we leverage database applications such as: • Oracle • Sybase • Dbase IV Advanced PLC Networking solutions from SOFFA Electric can facilitate control panel automation and connect your entire company. A broad range of industry experience allows us to help clients customize a networking solution that is right for them. We are able to offer a variety of high -quality networking products, including: • 3Com • Motorola • Adtran • US Robotics Our team is well -versed in all popular PLC networking protocols and have successfully implemented many local area networks (LAN), wide area networks (WAN), and remote networks and are experienced in both the "bus" and "star" topologies in Profibus and Ethernet networks. • 10Bse2 (ThinNet) • 10Base-T (Twisted Pair) • 100Base-T (Fast Ethernet) • 10Base-FL (Fiber Optics) We specialize in three key panel networking methods (PROFIBUS, Ethernet, & MODBUS/TCP), and we'll help determine which control networking solution is best for your current situation, configure your system, and train your team to get the most out of your network. PROFIBUS Method: The PROFIBUS networking method is an open field bus solution designed for factory and process automation based on IEC 61158 protocols; it is developed and supported by PROFIBUS International. Ethernet Method: Ethernet networks have recently moved from the office environment to the production floor. From process automation to discrete applications, to front office reporting, Industrial Ethernet is the one networking line that can connect the entire company. MODBUS/TCP Method: The MODBUS/TCP protocol is a variant of the MODBUS family of simple, vendor -neutral communication protocols intended for supervision and control of automation equipment. 0 Sity Council 17 — 236 9/19/2023 Director of Engineering Reza Ekhtera (10%) Borys Kozbur (10%) Drafting Engineers Mehran Nadi (10%) Vice President Salib Mansour (40%) Programming Engineers Jay Grecia (10%) Dylan Toso Jose Vega Project Management Jose Gordo: Sr. Project Manager (10%) Vishruta Nayak: Project Engineer Arnav Pandey: Controls Engineer Production Socorro Padilla & Sr. Eddie Lopez: Production Manager Craig Pitcairn: QC Manager Sales Team Danny Banez: VP of Sales Jessica Ramirez: Sales Engineer Accounting & Finance Anahita Mahmoudi: Business Development Manager Monica Clark: Purchase Manager Therese Mirolla: Accounting Manager Maria Fuentes: Human Resource Generalist Wiremen (10%) 20 Total • Water Resources Functional Specifications Development and Scada Programming Services 16 Project Scope: Describe the project, wither by inserting the Project scope Statement or by providing a summary description of the overall project, its objectives, its customer, and its customer's business needs. Deliverable Description: Describe project deliverables, including contract achievements and milestone checklists. Acceptance Criteria: Describe acceptance criteria for deliverables as they will be used in product acceptance testing. Accompanied by a list of relevant quality standards. Quality Assurance Activities: Define Quality Assurance activities for the project including test and acceptance process, documentation and operational support transition, milestone checklist, requirement verification process, schedule and communication activities, and continuous improvement process. Project Monitoring and Control: Define in -process control plans which address quality assurance activity areas, how control information will be collected, how information will be used to control process and deliverables, what and when audits and reviews are required, and how variance to acceptable criteria will be reported and resolved. SOFFA ELECTRIC, INC. (SOFFA), MBE/WBE, UL508A/UL698A Certified System Integrator is pleased to accept the following scope of work for the project referenced above. The scope of work provided below is based on the following specifications: 1. Control panel drawing containing Modicon Momentum Programmable Logic Computers (PLC) (Modicon M340 and M580 and other models), Variable Frequency Drives (VFD) (ABB and Danfoss), Limitorque and AUMA motor operated valves (MOV), Instruments such as Magnetic Flowmeters and other related accessories, and Magelis human machine interfaces (HMI) display for a complete system: a. Each requested site will consist of: i. 1/0 List ii. Complete set of Drawing iii. Complete set of associate specification 2. Functional specifications will consist of a recommended catalogue of all existing controls and equipment and provide recommendations for enhancement and conformance to City's standards. An 1/0 database shall be created to catalogue all system 1/0 and communications which will summarize the functions of each job site related to PLCs, Local and Remote HMIs, Remote 1/0 Modules, Radio Transmitter Modems, Backup Power, wiring and termination blocks. Our team shall conduct existing condition work sessions and operations workshops with the City Water Production Team to identify all existing equipment, controls, instrumentation, communication systems and operational settings for the Sites referenced in appendix A and B. 3. Developing exhaustive Factory Acceptance Test (FAT) and Site Acceptance Test (SAT) methods for the new control panels and related components will constitute programming and testing specifications. All of this will be accomplished by 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 our deliverables and tasks are executed in accordance with the accepted specifications for Control Panel FAT/SAT Protocols, Control Panel FAT/SAT Results Report, and commissioning/Start-up Report, as well as on -site support for commissioning. 4. SCADA Source control functions will implement, manage and maintain a master source control system and establish procedures to track all changes to the SCADA configurations, PLC programs, firewall configurations, smart field device configurations and related devices. This will track and store SCADA system configurations and history after collecting existing programs from field PLC devices to populate S0ffACity Council 17 — 238 9/19/2023 Water Resources Functional Specifications Development and Scada Programming Services 17 the existing source control database from the approximate 45 PLC devices located throughout the City. Our goal is to develop and document rules, standards and procedures for database structure and program check -in and check-out processes. SCADA Change control consists of the proposed installation, management and maintenance of a robust change control system, and establishment of processes to regulate and organize proposed SCADA system and site local control programming updates and related integrator operations. The objective of the SCADA Change Control services is to prevent ad -hoc SCADA configuration changes and ad -hoc PLC programming changes, to properly document new instrumentation additions, and to ensure that proper documentation is maintained regarding the nature and reason for the desired system changes, as approved by the city. Project Management will Organize and direct a kickoff meeting (Project Execution Plan) to examine the project's scope, methodology, and current system. The Consultant should present a first timetable with key milestones during the meeting (Schedule). Compile and submit meeting minutes to the City within five business days of the meeting (Communication Procedures). Send monthly schedule of values reports (Budget & Work Breakdown Structure) and complement with frequent telephone conversations (Staffing Plan) to review the status of ongoing work initiatives and lingering concerns, as necessary (Quality Management Plan). Project Owner City of Upland, Department of Public Works California Project Name PLC/SCADA City of Upland Water System (Entire City) Address 1379 N Bensen Ave. Upland, CA 91786 Contact John Robles) (909) 931-4100 1 jrobles@ci.upland.ca.us Field Instrumentation (35) Sites: Provided/Completed Magnetic Flowmeters Analytical Instruments Submersible Level Sensors Miscellaneous Equipment PLC Control Panels: SCADA System: (1) Main Master PLC (4) Workstation Computer (Redundant System) Systems with Wonderware (35) Sites: Well PLC, SCADA Server. Reservoir PLC, Treatment - Tag logging database Type of Equipment Plant PLC Panels & PRV's - Printers & Alarm Printers Furnished PLC Components: - Radio System with Redundant units. NEMA 4 Enclosures - Modem with leased phone line Allen Bradley ControlLogix- -Winn911 Alarm System with 1756-LX Processor configurable schedule Redundancy Module - Report System with Excel output 1/0 Modules, Power Supply format Ethernet Switch Project Budget $1,300,000.00 Project Initiation/Complete Year 2007 / Yearly Sole Source Maintenance Supplier 2nd Project Reference: Project Owner City of Oceanside Development Services Department Project Name Advanced Water Purification Facility Project Address 3950 N River Rd San Luis Ray Water Reclamation Facility Oceanside, CA 92058 Contact Rob Williams) (949) 398-6070 1 rwilliams@shimmick.com Field Instrumentation (35) Magnetic Flowmeters (1) Conductivity Analyzer provided: (17) Level Transmitters (3) Turbidity Analyzers (5) Pressure Transmitters (5) Total Chlorine Analyzers SOffACity Council 17 — 239 9/19/2023 Water Resources Functional Specifications Development and Scada Programming Services 18 Type of Equipment Furnished (2) Differential Pressure Transmitters (13) Rotameters (47) Pressure Gauges (22) Pressure Switches (15) Float Switches (2) Temperature Transmitter PLC Control Panels: (1) RAS WAS PLC (1) AWPF PLC Panel (1) NDN PLC Panel PLC Components: NEMA 4X SS Enclosures Schneider Modicon M340 Electric -PLC Processor, 1/0 Modules, Miscellaneous Hardware (5) Liquid Flow Switches (19) Paddlewheel Flowmeters (6) pH Analyzers (2) ORP Analyzers (52) Leak Detection Sensors Control Panels Provided: (5) Sodium Hypochlorite Pump CID (2) Sodium Bisulfite CID (2) Sulfuric Acid Pump CID (1) Citric Acid Pump CID (1) Calcium Hydroxide CID (8) Chemical Fill Station Panels (2) Digester Feed Relay Panels (2) Secondary Clarifier CP (2) Product Water RIO Panels (1) RO Skid Power Panel Project Budget $1,398,978.00 Project Initiation/Complete 3rd Project Reference: January 2020 / December 2021 Project Owner The Metropolitan Water District of Southern California Project Name Advanced Water Treatment Demonstration Facility Address 700 N Alameda St, Third Floor, Los Angeles, CA 90012 Contact Shane Ramcharansinghl (213)217-6000 Ishane.ramcharansingh@stantec.com Field Instrumentation (4) Magnetic Flowmeters Communication Cabinet: Provided: (18) Rotameters NEMA 12 Rack Enclosure, Rack & (12) Thermal Flow Switches Shelves, Primary Domain Server (2) Radar Level Transmitters SE Dual Port SCADA Server (4) Ultrasonic Level Trans. SE Secondary SCADA Server (7) Level Switches Viewpoint Web Server (3) Pressure Transmitters Historian Server (2) Differential Pressure KVM Switch, Ethernet Master Power (8) Pressure Gauges Switch , UTP Patch Panel (3) Pressure Switches Firewall, Media Converter (5) pH Analyzers Fan Package Kit, Lighting Package (3) ORP Analyzers Workstations: (1) Dissolved Oxygen Probe Computer, Tower, Mouse, Laptop, (10) Analyzers Printer, KVM Switch, Ethernet Switch, 65" Flat Screen PLC Control Panels: Control Panels Provided: Plant Master PLC: Chemical Area RIO Cabinet: NEMA 4X 304 SS Enclosure NEMA 4X 316 SS Enclosure Allen Bradley PLC Controller Allen Bradley CPU, 1/0 Modules, Type of Equipment 1/0 Modules, Ethernet I/P Additional Panels: Furnished Adapter, ProSoft Modbus Local Control Panels (10) Modules, 15" HMI, FOPP Fill Station LCP's (4) Lighting Kit, Window Kit E-Stop Control Station Panel (24) Analyzer Wet Panels (1) SS Shower LCP's (11) Project Budget $1,447,987.00 Project Initiation/Complete September 2018 / June 2020 S0,60Fity Council 17-240 9/19/2023 411I T"Or a N1AAN RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING MING SERVICES APPENDIX ATTACHMENT 3: PROPOSER'S REFERENCES I icf anri rlper-rihn fl Illy fhp rrnn+rnrn fc prfnrmnrl by tins Ir firm %Alhirrh r+mmA/4 �ne+ra+n wnl Ir nhilihi +n nr—r �..1— .-- —.' ..— ..... I..--,— t--111- "y y— In— -null—1IWI--- )ruin "--y av F.JIVVI%,1G the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference rV UstGmer lame: Kiewit Construction Address: 12892 Sheldon St Sun Valley, CA 91352 Contract Amount: $5 Million r+Co aaca I.UJ1VI°uua'• Matthew Vessell Phone Number: (310)869-6288 Email: Matthew.Vessel1@kiewit.com Year: 2022 Description of supplies, equipment, or services provided: System Integrator for Instrumentation and Control complete package for San Fernando Groundwater. Reference Customer Name: City of Upland Contact Individual: John Robles Address: 1391-1399 N. Benson Ave Phone Number: (909)376-1206 Upland, CA 91786 Email: jrobles@ci.upland.ca.us Contract Amount: $1.2 Million Year: 2004 -On Going Description of supplies, equipment, or services provided: System Integrator for Instrumentation and Control compete package for the Water System of City of Upland. Reference Customer Name: LEED Electric, Inc. Contact Individual: Annette Iribarren Address: 13138 Artic Circle Santa Fe Springs, CA 90670 Phone Number: (562)270-9500 Finail: airibarren@leedelectric.com Cvntract Allillti`3ui t: $1,589,DD0.00 near : 2022 Description of supplies, equipment, or services provided: System Integrator for Instrumentation and Control complete package for HWRP Advanced Water Purification Facility D-B. 1 f Santa Ana RFmR 23-0 6 pa [r��[Q G(�R�� a r..__a:• nal Specir:__a:___ r�-.._lo ok mue n--_-____-:_- t-2023 ty11��1�f3LIrLe$ rUf llillVl ldl Jf.JCI:IIIGcI IIUIIJ UCVCIUp�i�etit 2HUI JI.JHUH r-I UC�I dllllllllly Page 24 f�Vry ^C C A hIT A A K1 A V11 1 Vr %7h1114 1 P% N114p% RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES Reference Customer Name: Los Angeles County Public Works Address: 900 S. Fremont Alhambra, CA Contract Amount: $3 Million Contact Individual: Adam Lee Phone Number: (310)613-0325 Email: awlee@dpw.lacounty.gov Year: 2003 - On Going Description of supplies, equipment, or services provided: System Integrator for Instrumentation and Control complete package. THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. t'itti of Santa Ana RFP 74_n7R a Cjtpter gJrccs Functional Sperm"c tfons �eve!o01�7e;,t242SCADA ProgramminyW4-9M23 Pane 2 CITY OF SANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES 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 cautioned that making a false certification may subject the certifier to Signed State of California County of Subscribed and sworn 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 Notary Public Signature Notary Public Seal City of Santa Ana RFP 23-026 Water Resources Functional Specifications Development and SCADA Programming Services City Council Page 36 17 — 243 9/19/2023 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 Subscribed and sworn to (or affirmed) before me on this 7th day of March 20 23, by Mahsa Mahmoudi proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. ANNETrE IRIBARREN Z� Notary Public • California Los Angeles County imECommission # 2278985 My Comm. Expires Mar 25, 2023 (Seal) Signatur z�/-�.e-.O-j66 �2� City Council 17 — 244 9/19/2023 rITY OF cANTA ANA RFP NO.: 23-026 WATER RESOURCES FUNCTIONAL SPECIFICATIONS DEVELOPMENT AND SCADA PROGRAMMING SERVICES NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the hp-,t of his or hor knnwlPr1nP and hPlitaf that: 11 j 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 emr)lovee of any Federal adencv. a Member of Conaress. an officer or emr)lovee 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 Fed_ Pral contract, grant, loan, or cooperative agreement. , ins Ir_ r..��_ ��__a�_- r_�_-__I _I funds �_ �_ l�J II oily 1u1w5 oLrlel ulclrl Feder -a appro[Jriatee furies have be en pale or wul see paid to any person for influencing or attemptinq 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, emit, lean, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. v This l,Cl IIIIcQIIVI! IJ a IfIQICIIAI IepreJelilQllVll offact lfpUll YVllllill ICIIQIIhC was I,JIQVCU WIICII 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. n h.. F..:I, a.. r:I .. LL. .J .a:r:.. L:_,.. €.. ..II L L.: 1 L.. '1 li.. r nny pelSVll VVIIU 1011J LU IIIC U1e relllllleU l:eIIIIIGaIIV{I S11 Li JllufeCl LV cl LIVII pelldlLY VI .� I al_ A an nnn .a __a .�__ m enn nnn r__ _ _� _ .�I_ t_:1..__ not- less LILlan'$11V,UVV and not more thla I 100,VVU IVI ealiII suclI allure. The prospective participant also agrees by submitting his or her bid or proposal that he nr oho o nil ronl lino fhn{• fho lonni Inn^ of +h'n nnrFifinn Inr� h^ inL Irinrl i nil I^%A,c , +'...• VI JI IG JhGll I L�UII a LI IQ1L LI IG ICAI ILJ. UpyG VI LI IIJ VGI LII IVQtl V1 1 VC. IIn V I UL.{GU In Q11 !WVVNZiI LIVI CIlhr+nn+rnn+n IA/kink ovnoprl Ct1 nn nnn --A +hn+ nil nl lnh nllhrr.nininnfn nhnll n^r+if,I 4 JL.ILJVVI ILI QVLJ, YYI IIVII IVV,VVV CII IU LI 101. Q11 JL.1V1I JUVIGVIFJIGI ILO J1 F011 VGl Lily QI IU disclose accordingly. �I l Title: Vice President Firr 1: SOFFA Electric, Inc. Date: 3/9/2023 City of Santa Ana RFP 23-026 t rcPS Functional SnPr..ifir-.afinns nPvAin ant SCADA Prnnramm nn . I - -FI --- - - - - - - - I — 2' � - - - V-M23 Page 37 CI I I OF SANTA ANA RFP NO.: 23-026 UIrA,TER RESOvRCLS Ful`4CT111 ,/nL SF LCi�iCr^�TiONS L-/L V LLOPPv9ENT AI`JD SCr--\vinl I� IjOV �nilvilv111\VV .JJCl\V I�iLS NON-DISCRIMINATION CERTIFICATION Th.. .J rn �.. r,.,.J consultant- ..+ +.. #:,... .. ,J., +L. ..,-. ...F,- r.-r+I..:,. I Ile undo signek-J consultant- or corporate VI IIC. e , Uuril llJ. he peI1UI I I IQ1 R,e VI LI IIJ Loll OUL, certi. rtifies "ram follows: fies QJ IVIIV YV J. TI IC rioi Isuitai lL SI I i lot dlSCril i lifiate against any ly employee Iploj/8e or applicant It IGr employment because UI race, color, religion, Sex, of I IdLiVl ldl origll 1. T f Ite I,VI ISUILdf It shall ao \C affirmative action to ensure a_d1 applicants Lt-s are employed, and a1hdi employees are treated during employment without, regard to their race, color, religion, sex, or national origins. Such action shall include, but not be limited to, the foHsovving.- e1111,JIVyIIICIII, l.IpglclUlllta, UCmot IuII, of Lfdrlslef, reCrUltfrlelil or recruitment auveruslrly; I .... ._Yc .._ a., �...,..:._.. a:_�. _a.,_ _r _ _ate__ r-.---- _r _ �� __1__il-.- t_-_ layoff or termination; rates VI paV or olrler forms VI compensation, and selection IVr training, including apprenticeship. The Consultant aqrees to post in conspicuous lakes, available to employees clad applicants for employment, notices to be provided _cic.__ r_..aL ate_ _ill-:- _I:-- _I-_ setting north thta provisions VI this r1UrlUISGrIrT�lhatlorl 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 ernpioyrnent without regara to race, color, reiigion, 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 De proviaea aavising ine saia iapor union or workers representatives or the Uonsultant'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 rulPS. rPaltlatinns and nrdPrs of the Secretary of Labor. or pursuant theretn. and will nPrmit to his/her hnnks records anri 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 (,nnSliltant'S nnn-rnmr)lianrp with the nnnrlicr.rimination 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 rlarlarPri inPliriihlP fnr fr irthpr f-,nvernmenf rnntrartc nr fPHPrall\/ accictpri rnnctri irtinn r.nntrar:tc in arrnrrlanrp With rimrprilIrpz aIIfhnri7PH in Fvpriifinn r)rripr 117dR 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, raril riatinnc nr nrriPr of the of I ahnr nr ac nthAnmica nrnviripri by k:imi Qitg _r r+__._ n._ t }� y�� L.IIV UI JdIILd Hflr3 Krh' L.�-lllC! �jd,{��.{� C1� V 1rrCeS F Inctlonal SpevlflCutlOnS rlo,iol-rl v�i t�ah6 SCAD DrogmM r,TjAil 23 Page 38 ► LW M �f Y viTV vV QAKVrA rA KI Ai RFP NO.: 23-026 \ 1 v vInTl�R I?LSOIJRCIF-S !-tJwli\ I1 I`VnL SPLCIFI\- TM 1 VIS uL V,LLOPMLENT r-\NV S Crni DrA-1 I I Xrn-Lily vjiNv SL-R,v iCUC 7. The Consultant shall include the portion of the sentence immediately preceding }jaragrapI i k1 j and Id the pr GVIJIVI IJ of par agrap1 IS i 0 t5irvilgi I i j li I ever j subcontract Vr purchase order unless exec-1 ipLed by I UIGJ, regIJICILIVI i0, GI Vf UGI S VI U IG -)UkA GIQI'% ofr,F Labor h.-.r issued ri pursuant +!, C.,.,+�`. .. 7r1A ..F C....... +��,,, I"1.-.-1 -1 �1'7nG .,F C,....+,,.v. h,,.- -ln L.a UV1 issued pursua� it LU "Section LV`t VI Executive VIUGI I IG.`YV VI Sept-embel /--t, 1965, so that such provisions will be binding upon each subcontract or purchase order as t1 ie ad31III flsterll fg agency may direct as means of enforcing such provisions, including sallctiolis IVr nol colnpllalll,e, [JILMUCU, IIUVVeVeI, LIIC1L III LIIC e•Ve11L UlC 1, VILILII.edLCIICU VVILI1, IILIYCILIUII VVILII I UUL.UI1IJUILdfltConsultant 1U)CcGIIIeJ IIIVVI1VeUA t-, ,:4L- CJ.14i or vendor as a result of such direction by the administering agency, the Consultant Inlay request that Lille ljf lited States enter I L St.ic11 IILI LiGill to protect the II IteresL U1 Me UI IILCU JLates. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no dl5l[If��illaliUll shall be made I the errployiiieiit GI perso�is upon puunc wulr�s Uecause of race, religious creed, color, national origin, ancestry, physical EEandicaps, mental condi ion, marital status, or sex u! such persons, excepi as provided in Section 1420, and any consultant of public works violatinq_ this Section L•_ i i II a fi•_ f r r rir_ _ r+i is su'ject to all the penalties imposed Tor a violation or the Urlapter. J!Qr EeU. T itle: Salib Mansour Firm: Soffa Electric, Inc. Date: 3/9/2023 IJ {� IIV UI Santa AnaAnat•CrF" LJ-ULO �/ pypr� �tp�Ar @lirrg� Functional CrneClflCafl�n� f�--10l'r'f�� `t24gSCAD Programmif•�g�Pt91/"M23 Page 39 Certificate of Partnership This acknowledges Soffa Electric Inc ,4V = VA REGISTERED System Integrator is an authorised AVEVA Registered System Integrator Kerry Grimes Head of Global Partners, Tim Black System Integrator Program Director, 17 - 248 9/19/2023 Quality Management System Certificate This certifies that the quality system of Soffa Electric, Inc. 5901 Corvette St., Commerce, CA 90040, USA is registered by IAPMO R&T in recognition of a Quality Management System which fulfills the requirement of ISO 9001:2015 Scope of Registration Advanced control systems integration and instrumentation for industrial and municipal applications Shirley Manage Certificate No: 1 104901 Original Approval: 1 2/17/2020 Certificate Decision/Re-Issue Date: 1 2/17/2020 Certificate Issue Date: 1 2/17/2020 Certificate Expiry: 1 2/16/2023 Site Structure: Single Site i, Sr. Vice Present of t System Registration Services L ezzlVIXX Russ Chaney, Chief Executive Officer 1-877-4-MY-ISO-1 I www.isciapmort.org I 5001 East Philadelphia Street, Ontario, CA 91761-2816, USA Al AB A C C R E D I T E D MANAGEMENT SYSTEMS CERTIFICATION BODY Schneider 0 E I e c t r i c Soffa Electric, Inc. has been recognized as a System Integrator Part ner,,hifi number SEAP4087US Authorized by Cristiano dos Anjos Industry VP Global by Schneider Electric Villd through 03/31/2023 Shaun Loesch Alliance Director City Council 17 — 250 9/19/2023 CERTIFICATE OF COMPLIANCE Certificate Number 2018U111 — E64192 Report Reterence E64192 — 19770324 Issue osir 2018-dAN )ARY• 11 Movedlo: SC]FFAELECTRIC INC 5%1 CORVETTE ST CITY OF COMMERCE, CA 90040 USA This R to ceruly that pldusttlal Control Pane1S rtpq*4ar1.Nva tampko of USL, CNL - industrial control panels — General Coverage. Have been Investigated by UL In accordance will the Standards) indicated on this Certificate Standard(.) for Stfetr: LIL W8A.'Inaustflal Comm Panels ' CSA4—'22 2 No 14. 'InduMnal Contmi Equipment AAdltlanaf Information: See the UL Online Cfftificatens pfrrctory at www ut corn+datalki5e for adddtonal inlarmatton 0rvy mote pmftcls beating Ow UL Certdreauon Mark snouts be consroerett as Deng wwea try UL'e Cattmcotlon and Foom-up S*rv" Lool1 ICd C1e UL Certfieaboe Ms4 On the produO Rape 100 1 City Council 17 — 251 9/19/2023 EXHIBIT C COMPENSATION Consultant's Fee Proposal including hourly rates, if applicable City Council 17 — 252 9/19/2023 Process Control Integration 2023 FEE SCHEDULE Professional Services Standard Rate Overtime Rate Premium Services Rate Travel Time Rate Shop Wiring Technician $75.00 $112.50 $150.00 N/A Field Technician $135.00 $ 202.50 $270.00 $55.00 Project Manager $185.00 $277.50 $350.00 $95.00 Instrumentation Specialist $185.00 $277.50 $350.00 $95.00 Control System Engineer $205.00 $307.50 $390.00 $95.00 PLC/SCADA Programmer $205.00 $307.50 $390.00 $105.00 M-F M-F After 5 PM Sat After 5 PM Any Day of the Service Rate Definitions 7AM -5PM Sat 7AM-5PM Sun & Holidays Week After 8 HRs/Day OTHER CHARGES: Mileage when using personal or companyvehicle will be charged IRS rate plus 15%. Materials / Expenses will be billed at costs plus 15% handling charge. Per Diem $75.00. (Per Diem & expenses charged when employee is staying overnight) Rates valid through December 31, 2023. Minimum 10-hour charge for all service out of the area. (Non -driving distances) Minimum 4-hour charge for all local service in the area. (Includes driving time) OTHER TERMS: SOFFA's time will be invoiced to Client on a regular basis. Client shall have 5 business days to object to any specific entry contained on SOFFA's invoice. If no specific objection to SOFFA's invoice is given in writing to SOFFA before the end of 5 calendar days following Client's receipt of same, Client will be deemed to have waived any claim to irregularities in the invoice. If any objection to SOFFA's weekly invoice is timely made by Client, the parties agree to meet within three (3) days to discuss the objection and attempt to come to an informal resolution of the dispute. If no resolution is reached within three (3) days of the making of the objection, the dispute resolution procedure set forth herein below shall be used. If a timely written objection is made to any entry on any SOFFA invoice which is not resolved by informal negotiations between the parties, the parties agree to the following dispute resolution procedure. If the sum of money that is the subject of the objection remains cumulatively less than 10% of the total invoiced amount to date under this Agreement, the parties agree to continue to cumulate the amount in dispute until either the work to be performed by SOFFA for Client has concluded or the amount in controversy exceeds 10% of the total invoiced amount to date. SOFFA 1 5901 Corvette Street I Commerce, CA 90040 1 323.728.0230 1 www.SoffaElectric.com City Council 17 — 253 9/19/2023 Process Control Integration k 2023 FEE SCHEDULE right to appeal. The paFties agree they wall Feselve the dispute within 90 days of netiee by the demanding party that an aFbitFatien has been eommenced. SOFFA FeseFves the Fight to cease werk undeF this affeernent at any tirne afteF it deterMines that infOFMal SOFFA Electric, Inc. Name: Salib Mansour Signature: Date: March 9, 2023 SOFFA 1 5901 Corvette Street I Commerce, CA 90040 1 323.728.0230 1 www.SoffaElectric.com City Council 17 — 254 9/19/2023 Community Development Agency santa-ana.org/community-development Item # 18 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report September 19, 2023 TOPIC: First Amendment to Agreement with IPS Group, Inc. for Smart Parking Meters AGENDA TITLE Approve the First Amendment to the IPS Group, Inc. Agreement for Increased Monthly Smart Parking Meters Service Cost, Warranty Purchase, Repair, Modem Upgrades, and Contingency Cost in the Amount of $540,000 (Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute an amendment to the agreement with IPS Group, Inc. for increased monthly smart parking meters service cost, warranty purchase, repairs, and modem upgrades, to increase the compensation amount by $540,000, for a total amount not to exceed $840,000 for the existing term of February 15, 2022 to February 14, 2027, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Parking meters were authorized by the City Council in the late 1980s with the objectives of improving traffic circulation and parking availability due to the increasing density of the area. In accordance with Section 36-398 of the Santa Ana Municipal Code, there are approximately 1,300 meters within the Parking Meter District as shown in Exhibit 2. Meter Areas Meter Total Downtown includes Civic Center, Library, & Old OC Court 540 Mid -Town 373 Willard 349 Total 1,262* *Note: Some meters were temporarily or permanently removed due to construction, new developments, or reserved as backup inventory. In 2014, the City of Santa Ana entered into an agreement with IPS Group, Inc. for the purchase and installation of approximately 593 credit card -enabled parking smart meters. IPS Group, Inc. presented quality equipment, approach, and methodology with the credit-card enabled meters, real-time data, and sensors. These smart meters have three forms of payment: credit card, coin, and mobile app. Smart meters were installed in more active areas, such as Civic Center and Downtown. The monthly service cost and credit card processing fees for smart meters are absorbed by the City. However, the City has the ability to pass those fees on to the end users, if desired. City Council 18 — 1 9/19/2023 Agreement with IPS Group, Inc for Smart Parking Meters September 19, 2023 Page 2 In February 2022, the City Council approved an agreement with IPS Group, Inc. in the amount of $300,000 for modem upgrades. The wireless carriers, Verizon and T-Mobile, are planning to sunset the older networks of 2G/3G to the new technologies of 4G/5G. The smart meters require the modem upgrade in order to continue their functionality of accepting all payment options: coin, credit card, and tracking of data. IPS Group, Inc. provides proprietary smart meters and are the only firm that can provide such an upgrade. Given the significant surge in parking demand within the metered districts and to maintain current operations, an amendment to the existing IPS Group, Inc. agreement is warranted. The proposed amendments include: • Completion of modem upgrades from 2G to 4G • Procurement of an extended warranty to extend meter lifespan by five years • Allocation of adequate funding to cover escalating monthly operational costs • Provision for repairs of meters without warranties • Potential replacement of coin -only meters with smart meters to offer multiple payment options • Contingency provisions for inflation -related costs and repairs outside warranty coverage. FISCAL IMPACT Funds are available in the Parking Meter account (02718131-62300 Contract Services) and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration as seen below: Fiscal Year Accounting Unit- Fund Description Amount Account FY 2023-2024 02718131-62300 Parking Meter $ 200,000 FY 2024-2025 02718131-62300 Parking Meter $ 140,000 FY 2025-2026 02718131-62300 Parking Meter $ 100,000 FY 2026-2027 02718131-62300 Parking Meter $ 100,000 TOTAL $ 540,000 EXHIBIT(S) 1. First Amended Agreement — IPS Group, Inc. 2. Map & Statistics — Parking Meter District Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Kristine Ridge, City Manager City Council 18 — 2 9/19/2023 EXHIBIT 1 FIRST AMENDMENT TO AGREEMENT TO PURCHASE PARKING TECHNOLOGY AND RELATED SERVICES THIS FIRST AMENDMENT to the above -referenced agreement is entered into 520235 by and between IPS Group, Inc., a Pennsylvania corporation ("IPS"), 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"). IPS and the City shall be collectively referred to as the "Parties." RECITALS A. The Parties entered into Agreement No. A-2022-028 ("Agreement") dated February 15, 2022, whereby IPS agreed to deliver and install parking technology hardware (the "Equipment") and related software services (the "Services," and collectively "Equipment and Services") to the City. B. The Parties now wish to amend the Agreement to increase the aggregate compensation paid by the City to IPS, by $540,000, to accommodate increased costs for ongoing monthly data management services, purchase of a 60-month warranty, funds for repairs and/or replacement parts, and modem upgrades that would assist in continuing the operations of the parking meters throughout the City. The Parties therefore agree: 1. Section 5.1, Compensation, is hereby amended to read in its entirety as follows: The City will compensate IPS for the Equipment and Services, as set forth in Attachment B. The total sum to be expended during this Agreement, including any extension periods, shall not exceed $840,000. Except as modified by this First Amendment, all terms and conditions of the Agreement, shall remain in full force and effect. [signature page to followl Page 1 of 2 City Council 18 — 3 9/19/2023 EXHIBIT 1 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. ATTEST Jennifer Hall City Clerk APPROVED AS TO FORM SONIA R. CARVALHO City Attorney el By: c� u Andrea Garcia -Miller Assistant City Attorney RECOMMENDED FOR APPROVAL Michael L. Garcia Executive Director Community Development Agency CITY OF SANTA ANA Kristine Ridge City Manager IPS GROUP, INC. Firmed -RR attdM4 B,e i AN 14&88C C Elii4 C.&N RRt cpumsEt Page 2 of 2 City Council 18 — 4 9/19/2023 EXHIBIT 2 Parking Meter Statistics Meter Locations Table 1 Areas Meter Total Downtown (includes Civic Center, Library & Old OC Court) 540 Mid -Town 373 Willard 349 Total 1,262* *Note: some meters have been temporarily removed or permanently removed due to construction and/or new developments and some are placed in reserve as back-up inventory. Meter Statistics ■ 751 Traditional Meters ■ Only two forms of payment: coin and mobile app ■ Meters located mostly in the Mid -Town and Willard areas ■ 593 Smart Meters ■ Three forms of payment: coin, mobile app, and credit card ■ Meters located mostly in the Downtown area (Civic Center, Library, and old OC Court) Meter Revenue Parking meter revenue has fluctuated over the past three years due to the pandemic and OC Streetcar construction. Table 2 below provides the parking meter revenue and the various payment methods for Calendar Year 2022. Meter Type Revenue (Coin) Table 2 Revenue (Credit Card) Revenue (Mobile App) Revenue (Total) Traditional Meter $229,325 $0 $73,113 $302,438 Smart Meter $367,506 $555,884 $161,646 $1,085,036 Total $596,831 $555,884 $234,759 $1,387,474 43% 40% 17% 100% City Council 18 — 5 9/19/2023 City of Santa Ana Parking Meter District EXHIBIT 2 MAX PARKING TIME 1 Hour 2 Hours N 2-3 Hours 4 Hours 9 Hours 24 Minutes Impacted By Construction RATE BREAKDOWN $2.00/Hour $1.00/Hour Dollar = 30 min. 60 min. Quarter = 7.5 min. 15 min. Dime = 3 min. 6 min. Nickel = 1.5 min. 3 min. MH ST 0 4 P ■ 1T1K sr MHST ■ 17H ST ■ ■ ■ ■ MIDTOWN WILLARD Duncan fl $1.00/Hr Duncan, $1.00/Hr Enforced: Enforced: M-F, 8am-8pm■ ■ M-Sat, ■ 8am-8pm ABH1H AV GT ■ ■ ■ rl � WA9HIN ~ y--j C ■ N ■ V u Elmo �■ ■ LL i i ■ !all ■ M1 ■1, D Ir ■ ■ ■ ■ ■ LIBRARY IPS, $2.00/Hr ■ Enforced: M-Sun, 8am-6pm •••• OCc 67" ' IPS, $2.00EnforHr ced: Enfforcea d: � 8am-lOpm 0 SAWA ANA BLVD 4TH ST m R V DOWNTOWN IPS, $2.00/Hr Enforced: M-Sun, 8am-10pm 1s ■ 1s7 T 13TST ■ ice'*. ■ ��.k■T�'Y��'f��■"� �1� .Y��� rr-■� rr�r-�� ■..r ■..■. = t... _... �. Finance and Management Services www.santa-ana.org/finance Item # 19 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report September 19, 2023 TOPIC: 457 Deferred Compensation Plan AGENDA TITLE Approve an Agreement with Empower Annuity Insurance Company for Administrative, Recordkeeping, and Communication Services Pertaining to the 457 Deferred Compensation Plan RECOMMENDED ACTION Authorize the City Manager to execute a Restated Master Services Agreement with Empower Annuity Insurance Company for the administrative, recordkeeping, and communication services ("services") pertaining to the 457 Deferred Compensation Plan for a three-year term beginning October 1, 2023 through September 30, 2026, with a provision for a single two-year extension, subject to non -substantive changes approved by the City Manager and the City Attorney. DISCUSSION The City of Santa Ana offers full-time employees a 457 Deferred Compensation Plan ("plan" or "457 plan"), which was established in 1973, with the adoption of City Resolution 7-21, along with a corresponding US Internal Revenue Service approval. The 457 Deferred Compensation Plan is a voluntary supplemental retirement savings program that allows employees to make contributions on a pre-tax basis. Each calendar year, employees can choose to contribute to the Plan up to an amount established by the Internal Revenue Service. Other than the amounts pursuant to Council -appointee contracts, the City does not contribute any funds to the plan. Currently, the 457 Deferred Compensation Plan is administered through the Finance & Management Services Agency with advisory contributions from Human Resources. Management of the plan includes quarterly performance review of investments, analyzing the Plan's fund options, maintaining and revising the Plan's Investment Policy Statement as necessary, and ensuring the Plan's cost effectiveness. The City utilizes an independent fiduciary firm, Benefits Financial Services Group ("BFSG") to assist in reviewing investments, compliance, and fund selection. BFSG assisted the City in the development of the Request for Proposal (RFP) and evaluation of the pricing structure of proposals. City Council 19-1 9/19/2023 Approve Agreement with Empower Annuity Insurance Company for the Employee Deferred Compensation Plan September 19, 2023 Page 2 Currently, Empower handles the administrative, recordkeeping, and communication services for the City's 457 plan. In October 2018, the City executed a five year agreement with Prudential Retirement Insurance and Annuity Company ("Prudential"). Effective April 1, 2022, Empower officially acquired the full service retirement business of Prudential. As of September 30, 2022, the Plan holds $121.2 million in Plan Assets for 1,331 participants. On November 1, 2022, the Finance & Management Services Agency released RFP 22- 136 for the administrative, recordkeeping, and communication services, such as providing the investment platform, ensuring Plan compliance with federal regulations, and offering various other participant services (i.e., educational seminars, financial planning, on -site consultation, and website services). Five proposals were received by the RFP deadline on January 5, 2023, opened, and deemed to be responsive. The selection committee with experience in the related program services evaluated proposals. Based on criteria outlined in the RFP, the following summarizes the responding firms and their rankings: Firm City Rank Empower Greenwood Village, CO 1 Nationwide Retirement Solutions, Inc. Columbus, OH 2 Voya Financial Windsor, CT 3 Variable Annuity Life Insurance Co. Houston, TX 4 MissionSquare Retirement Washington, DC 5 Staff recommends awarding an agreement to the highest -ranked vendor, Empower Annuity Insurance Company. Their proposal demonstrated the vendor has the necessary resources and expertise to complete the required services as specified in the RFP. The fee structure presented by Empower offers a cost-effective platform for all participants. Empower will continue to provide an enhanced participant experience through its emphasis on participant education and financial planning and through its comprehensive and flexible investment options. Additionally, Empower will continue to support the Plan's open architecture investment platform and will provide 28 on -site educational days along with 10 financial planning days per year. Empower will also provide participants with an asset allocation model ("Goalmaker") at no cost and an on -site financial planner, which will assist participants in determining investment options. City Council 19 — 2 9/19/2023 Approve Agreement with Empower Annuity Insurance Company for the Employee Deferred Compensation Plan September 19, 2023 Page 3 FISCAL IMPACT There is no fiscal impact associated with this action. All administrative fees pertaining to the services will be paid by the plan and/or participants. Internal Revenue Code permits administrative reimbursement from plan assets, which will be utilized to offset fiduciary advisory services and participant education. EXHIBIT(S) 1. Agreement Submitted By: Kathryn Downs, FMSA Executive Director Approved By: Kristine Ridge, City Manager City Council 19 — 3 9/19/2023 RESTATED MASTER SERVICES AGREEMENT for CITY OF SANTA ANA (the "Plan Sponsor") Empower Group Client Number 960140 city I y ounce - 19 — 4 9/19/2023 TABLE OF CONTENTS 1. DEFINITIONS........................................................................................................................................3 2. SCOPE OF THE AGREEMENT...........................................................................................................4 3. FEES/CHARGES..................................................................................................................................4 4. CONFIDENTIALITY..............................................................................................................................4 5. DATA PROTECTION............................................................................................................................5 6. BUSINESS CONTINUITY & DISASTER RECOVERY........................................................................6 7. RECORDS............................................................................................................................................ 6 8. INTELLECTUAL PROPERTY RIGHTS...............................................................................................6 9. INDEMNIFICATION, LIMITATION OF LIABILITY & INSURANCE.....................................................7 10. DISPUTE RESOLUTION...................................................................................................................... 7 11. TERM & TERMINATION......................................................................................................................8 12. MISCELLANEOUS............................................................................................................................... 8 EXHIBIT 1: DATA SECURITY & PRIVACY ADDENDUM........................................................................13 EXHIBIT 2: PROCEDURES FOR COMPLYING WITH FUND COMPANY MARKET TIMING AND EXCESSIVE TRADING..............................................................................................................................19 EXHIBIT 3: PRIVACY NOTICE..................................................................................................................20 EXHIBIT 4: BUSINESS CONTINUITY PLAN NOTICE..............................................................................22 SCHEDULE A-1: RECORDKEEPING SERVICES & FEE SCHEDULE..................................................23 EXHIBIT A-1: APPROVED QDRO PROCEDURES AND MODEL FORM FOR QUALIFIED PLANS ....47 EXHIBIT A-2: PERFORMANCE STANDARDS........................................................................................59 SCHEDULE B: INVESTMENT ADVISORY & MANAGEMENT SERVICES SCHEDULE ........................63 EXHIBIT B-1: DISCRETIONARY INVESTMENT ADVISORY AND NON -DISCRETIONARY SERVICES. ............................................................................................................................................................ 72 EXHIBITB-2:EAG ADV BROCHURE........................................................................................................76 city i y ounce - 19 — 5 9/19/2023 This Restated Master Services Agreement is dated October 1, 2023, or such earlier or later date as modified under Section 11.1 herein, ("Effective Date") and sets forth the general terms and conditions under which Empower Annuity Insurance Company (fka Prudential Retirement Insurance and Annuity Company) will provide Services to the undersigned Plan Sponsor with respect to the employee benefit plan(s) sponsored by Plan Sponsor, as identified in the attached Schedules (the "Plan" or "Plans"). This MSA amends and restates the Administrative Services Agreement effective October 1, 2018 between the parties in its entirety. DEFINITIONS "Affiliate" means a corporate entity that directly or indirectly is controlled by or is under common control with a party, including any entity that conforms to this definition after the effective date of this MSA. "Agreement" includes this Master and any Exhibits, Schedules, notices and other documents attached, incorporated or referenced herein. "Business Day" means any day, and only for as many hours as, the New York Stock Exchange is open. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Data" has the meaning set forth in the Data Security & Privacy Addendum, attached as Exhibit 1. "Data Protection Laws" has the meaning set forth in the Data Security & Privacy Addendum, attached as Exhibit 1. "Direction" and "Direct" and their similar terms shall mean the instruction, authorization, or direction given to Empower by the Plan Sponsor, another fiduciary of the Plan, or a person that Empower reasonably believes to be authorized to act on behalf of the Plan Sponsor or another fiduciary. Plan Sponsor directs Empower to process certain Plan transactions based solely on Participant instruction under the terms of this MSA. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. "Empower" refers to Empower Annuity Insurance Company and its Affiliates with respect to products and Services offered in the retirement markets, including but not limited to recordkeeping and other financial services. "Information Security Breach" has the meaning set forth in the Data Security & Privacy Addendum, attached as Exhibit 1. "Investment Options" means those investment options made available under the Plan based on Plan Sponsor or another Plan investment fiduciary designated by the Plan Sponsor (other than Empower or one of its Affiliates). "MSA" means this Master Services Agreement. "Participant" shall mean an employee, former employee, participant, former participant, member, beneficiary or alternate payee who is or may be entitled to participate in or receive benefits under the Plan. "Personal Data" has the meaning set forth in the Data Security & Privacy Addendum, attached as Exhibit 1. City i y ounce - 19 — 6 9/19/2023 "Plan Administrator" means a designated employee or committee, or a third party retained by Plan Sponsor or named in the Plan (other than Empower or one of its Affiliates), to be the "plan administrator" and "named fiduciary" as defined by applicable law. "Plan Data" has the meaning set forth in the Data Security & Privacy Addendum, attached as Exhibit 1. "Plan Sponsor" means the Plan Sponsor identified above, the Plan Administrator, named fiduciaries, and other delegates of the Plan Sponsor (other than Empower or one of its Affiliates) as dictated by the context. "Services" means the services provided by Empower or an Empower Affiliate, as applicable, acting as a service provider Directed by the Plan Sponsor to perform such Services under an applicable Schedule. Empower shall provide the Services in a non -fiduciary capacity (except where Empower acknowledges its fiduciary status in writing). The provision of Services shall be governed by the terms and conditions set forth in this MSA, by applicable law and regulations and any additional terms and conditions contained in the applicable Schedule. 2. SCOPE OF THE AGREEMENT This MSA sets forth the terms and conditions pursuant to which Plan Sponsor may receive Services from Empower or an Empower Affiliate, as the case may be, pursuant to a separate Services Schedule attached hereto. These terms and conditions will be deemed to be incorporated by reference into each and every Schedule entered into between the parties. Each Schedule will be a separate agreement between Plan Sponsor and the Empower Affiliate that enters into the Schedule. All references to "Empower" in this MSA will be deemed references to Empower or the Empower Affiliate, as the case may be, that entered into the Schedule. 3. FEES/CHARGES 3.1 Fees / Charges. Plan Sponsor agrees to pay Empower for the Services in accordance with the terms of each Schedule or attachment hereto. Unless otherwise Directed by the Plan Sponsor, the Plan Sponsor hereby Directs Empower to deduct applicable Plan expenses from the Plan and/or Participant accounts, as applicable. 4. CONFIDENTIALITY 4.1 Confidential Information. In order to perform the Services, both parties may have access to certain information of the other party, including, without limitation, trade secrets, commercial and competitively sensitive information of the party related to business methods or practices, and proprietary information, software or websites of a party ("Confidential Information"). For the purpose of clarity, any software or website owned, licensed, or made available by Empower ("Empower Software") is Confidential Information of Empower. The parties mutually agree to hold all Confidential Information of the other party in confidence and not to disclose any Confidential Information of the other party to anyone except the parties' Affiliates, suppliers, and respective personnel in connection with the performance or receipt of Services hereunder, or as otherwise directed or approved by the other party or its agents. Confidential Information does not include: information that is otherwise in the public domain through no action of the non -disclosing party; information that is acquired by a party from a person other than the other party or its City i y ounce - 19 — 7 9/19/2023 agents without any obligation of confidentiality; or information that is independently developed by a party without reference to the Confidential Information of the other party. 4.2 Permitted Disclosures of Confidential Information. 4.2.1 Legally Required Disclosures. In the event a party is required to make a legally required disclosure of the other party's Confidential Information, such party shall notify the other party of the disclosure as soon as reasonably practicable and shall cooperate with any efforts by such party to obtain protective treatment of such Confidential Information to the extent permitted by law. The foregoing shall not apply to (i) broad -based regulatory examinations associated with a party's general business or operations; (ii) disclosures made in conjunction with a law enforcement investigation or inquiry; (iii) or where notice is prohibited by law. For purposes of Rule 14(b)-1 and Rule 14(b)-2 of the Securities Exchange Act of 1934, as amended from time to time, Plan Sponsor authorizes Empower, and/or its Affiliates and services providers, to provide the name, address and share position of the Plan with respect to any class of securities registered under the Investment Company Act of 1940 when requested by such SEC registrant for purposes of shareholder meetings. The above -referenced rules prohibit the requesting SEC registrant from using the Plan's name and address for any purpose other than corporate communications of the type contemplated under the rules. 4.2.2 Authorized Disclosures. Plan Sponsor authorizes Empower to disclose Data to Empower's Affiliates and service providers in connection with Empower's performance of Services under this MSA. In addition, Plan Sponsor authorizes Empower to disclose Data to Plan Sponsor's advisors, third - party administrators, service providers (such as payroll providers) and representatives authorized by Plan Sponsor in writing to receive such Data. Empower may use and disclose, for benchmarking and research purposes, de -identified Data that is aggregated with other anonymized data of a similar nature across Empower's client base in a manner that makes such Data unidentifiable to a particular individual or plan. Empower's current Privacy Notice is attached to this MSA but shall not lessen any of Empower's obligations regarding Personal Data hereunder. Plan Sponsor agrees that any changes to the Privacy Notice may be delivered to Plan Sponsor through the Plan Service Center or by email to designated representatives of Plan Sponsor. 4.2.3 Disclosures of Personal Data to Plan Sponsor. Plan Sponsor may Direct Empower to provide Plan Sponsor or its designated agent with information (which may include Personal Data) received from or in relation to Participants in connection with the performance of Services under this MSA, which may include private information shared by the Participant during recorded phone calls and written or electronic correspondence. 5. DATA PROTECTION 5.1. Mutual Obligation to Protect Data. Empower and Plan Sponsor each agree to maintain and hold in confidence all Data and Confidential Information, as applicable, received in connection with the performance of Services under this MSA. Empower and Plan Sponsor agree that their collection, use and disclosure of all Data is and will at all times be conducted in compliance with all applicable Data Protection Laws. Each party will implement, support, and maintain appropriate physical and logical security measures designed to secure Data, and will take all commercially reasonable organizational and technical steps to protect against unlawful and unauthorized processing of Personal Data. In accordance with the foregoing, Empower maintains a comprehensive data security program designed to safeguard Data and access to the City i y ounce - 19 — 8 9/19/2023 Empower Software and systems, as further set forth in the Data Security & Privacy Addendum attached hereto as Exhibit 1. 5.2. Mutual Notice of an Information Security Breach. (A) Notice by Empower. Empower will notify the Plan Sponsor of an Information Security Breach as set forth Exhibit 1, Data Security & Privacy Addendum. (B) Notice by Plan Sponsor. In order to help Empower facilitate the safety of Data and Participant accounts, Plan Sponsor will notify Empower: (i) promptly in the event of a security breach of Plan Sponsor's systems that could impact Empower's systems or the integrity of Data sent to Empower, including without limitation a suspected virus or malware event; and/or (ii) immediately upon discovering a compromise of the security and/or log -on credentials of any Plan Sponsor employee or agent that has a plan administration role in Empower's system. Such notice shall include: (a) information reasonably necessary to enable Empower to promptly put additional protective measures in place, such as file scrubbing protocols and/or fraud alerts on Participant accounts; and (b) the corrective action taken to remedy the breach. 6. BUSINESS CONTINUITY & DISASTER RECOVERY Empower will maintain business continuity and disaster recovery procedures to address the security, integrity and availability of the technology, operational, financial, human and other resources required to provide mission -critical Services in the event of a natural disaster or other interruption of normal business operations. Such procedures will be tested at least once annually. Empower Financial Services, Inc.'s current Business Continuity Plan Notice is attached to this MSA. By executing this MSA, Plan Sponsor acknowledges receipt of this Notice. 7. RECORDS 7.1 Record Retention. Empower shall retain all records in its custody and control that are pertinent to performance under this MSA in accordance with its record retention policy and as required by law. Subject to the foregoing, each party agrees to return or destroy the other party's Confidential Information and Data once it is no longer required for the purpose of performing or receiving the Services, provided that the parties are not obligated to destroy copies of Confidential Information or Data that must be retained for audit, legal or regulatory purposes, or that is stored in non -readily accessible electronic format, such as on archival systems; in such cases Empower's data protection obligations shall continue until such Data is destroyed in accordance with Empower's record retention policy. 8. INTELLECTUAL PROPERTY RIGHTS 8.1 Plan Sponsor Materials. As between the parties hereto, excluding the Empower Materials (as defined below), Plan Sponsor shall own materials, trademarks, trade names, logos, trade dress, and other Confidential Information provided or made accessible by Plan Sponsor to Empower for use in providing the Services (collectively, the "Plan Sponsor Materials"). Plan Sponsor grants Empower a limited, revocable right and license to use Plan Sponsor's name, logo, and trademarks in materials created by Empower in connection with providing the Services. Nothing contained herein shall prohibit Empower from referencing client partnerships in the normal course of public -relations communications or in materials prepared at the request of prospective clients. City i y ounce - 19 — 9 9/19/2023 8.2 Empower Materials. As between the parties hereto, Empower and its Affiliates shall own all materials, documentation, user guides, forms, templates, business methods, trademarks, trade names, logos, websites, Empower Software, technology, computer codes, domain names, text, graphics, photographs, artwork, interfaces, and other information or material provided by Empower or its Affiliates hereunder (collectively, the "Empower Materials"). Empower grants to Plan Sponsor and Participants (as applicable) a non-exclusive, non -transferable license to use the Empower Materials during the term of the MSA for purposes of using Empower's Services hereunder and subject to the terms and conditions set forth in this MSA and any terms of use associated with Empower Software. All rights with respect to the Empower Materials not specifically granted hereunder are reserved by Empower. 9. INDEMNIFICATION, LIMITATION OF LIABILITY & INSURANCE 9.1. Indemnification. Empower agrees to indemnify the Plan Sponsor from and against any and all expenses, costs, reasonable attorneys' fees, settlements, fines, judgments, damages, liabilities, penalties or court awards asserted by a third party (collectively, "Damages") to the extent resulting from Empower's breach of this Agreement, negligence, or willful misconduct. Notwithstanding anything to the contrary herein, Empower shall not be liable to Plan Sponsor for any Damages resulting from: 1) any acts or omissions undertaken at the Direction of the Plan Sponsor or any agent or any third party authorized by Plan Sponsor to provide Direction to Empower, including but not limited to prior service providers, investment advisors, or any authorized agent thereof; 2) any performance of the Services that is in strict compliance with the terms of this Agreement; or 3) Plan Sponsor's or its designee's failure to provide accurate documents, material, information or data to Empower or its Affiliates, as applicable on a timely basis. Plan Sponsor acknowledges that Empower and its directors, officers, employees and authorized representatives are not responsible for the investment performance of any Investment Options under the Plan. 9.2. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFIT) EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.3. Insurance. Empower will, at its own cost and expense, procure and maintain in full force and effect throughout the term of this MSA insurance coverage that is reasonably appropriate to the Services provided under this MSA and any Schedule hereto. The requirements in this section are not intended to, and will not in any way, limit or qualify the liabilities and obligations of Empower under this MSA. 10. DISPUTE RESOLUTION The parties shall engage in reasonable and good faith discussions to resolve any dispute arising out of or relating to this Agreement. If the parties are unable to agree between themselves, the parties will submit the dispute to non -binding mediation conducted by a private mediator agreed to by both parties. If the parties cannot agree on a mediator, the mediator may be selected by a nationally recognized, independent arbitration or mediation organization to which the parties mutually agree. The costs of mediation shall be borne equally by the parties, and each party shall pay its own expenses. If the parties are unable to resolve the dispute through non -binding mediation, either party may initiate litigation; City i y ounce - 19 — 10 9/19/2023 provided, however, that if one party requests mediation and the other party rejects the proposal or refuses to participate, the requesting party may initiate litigation immediately upon such refusal. 11. TERM & TERMINATION 11.1. Term & Termination. This MSA shall be in effect commencing on the Effective Date set forth above and continuing for a term of three (3 ) years from October 1, 2023 through September 30, 2026, (the "Term"). The City may, at its discretion, extend the agreement with the same or more limited scope of required services for one (1) additional two (2) year period, upon mutual agreement contingent upon City Council approval, or City Manager or City Attorney authorization, as appropriate. The total term of the awarded agreement shall not exceed five (5) years. In the event this MSA should terminate or expire prior to the completion date designated in any Schedule, such Schedule shall terminate concurrently with the MSA. To the extent any Services are provided prior to the Effective Date, including without limitation, implementation and conversion services, or the receipt of payroll contributions, the Effective Date of this MSA is modified to the date that such contributions are determined to be in good order by Empower or its Affiliate and this MSA will be in effect for the limited purpose of accepting such contributions and holding them in trust. For all other Services, the Effective Date of the MSA shall be on TOA. 11.2. Termination for Convenience. This MSA or any Schedule attached hereto may be terminated by either party by delivering ninety (90) days advance written notice to the other party. The termination of this MSA shall also operate as a termination of all Schedules hereto. 11.3. Termination for Default. Either party may, upon written notice, terminate this MSA or any Schedule attached hereto if the other party materially breaches or is in default of any material obligation hereunder, which default is incapable of cure, or which being capable of cure, has not been cured within ninety (90) days after receipt of notice of such default from the non -defaulting party, or within such additional cure period as mutually agreed upon by the parties. 11.4. Transition Assistance Services. Upon termination for any reason, Empower will provide to Plan Sponsor the deconversion and transition assistance services set forth in the Recordkeeping Services Schedule, attached hereto. For the avoidance of doubt, this MSA will govern the transition assistance services provided. 12. MISCELLANEOUS 12.1. Affiliates & Agents. Plan Sponsor agrees that Empower may utilize the services of Affiliates, agents and suppliers selected by Empower. Empower's use of any such party will not relieve Empower of its obligations under this MSA and Empower shall at all times remain liable for the performance of such Services. Plan Sponsor further agrees that the Empower Affiliate entering into each Schedule (including the terms of the MSA incorporated therein by reference) is separately bound for its performance obligations contained therein and is not jointly bound with any other entity. 12.2. Relationship of the Parties. The relationship between the parties is that of independent contractors. Neither party nor its personnel shall be considered employees of the other party for any purpose. None of the provisions of this MSA shall be construed to create an agency, partnership or joint venture relationship between the parties or the partners, officers, members or employees of the other party by virtue of either this MSA or actions taken pursuant to this MSA. The parties shall bear sole responsibility City i y ounce - 19 —11 9/19/2023 for its own taxes, including income, franchise, privilege, gross receipts, sales and use, excise, real and personal property (including software), payroll and any other taxes or assessments, surcharges or governmental charges that may be imposed, levied, collected or assessed by a taxing jurisdiction. If applicable, the parties shall reasonably cooperate with each other to enable each party to more accurately determine its own tax liability and to minimize such liability to the extent legally permissible and administratively reasonable. 12.3. No Third Party Beneficiaries. This MSA is solely for the benefit of the parties hereto and their Affiliates and is not intended to confer any rights or remedies upon any other person. 12.4. Assignment. This MSA shall be binding upon and inure to the benefit of each of the parties, their Affiliates, successors and permitted assigns; provided, however, that neither party may assign its rights or obligations hereunder without the other party's prior written consent. Notwithstanding the foregoing, a party may assign this MSA in connection with: (i) the sale of substantially all of its assets or the assets of any business unit to an entity that assumes the assignor's obligations under this MSA; (ii) a merger, acquisition or divestiture; and/or (iii) a transfer to a parent or Affiliate, in each case without the other party's consent. 12.5. Entire Agreement. Each Schedule, including any Exhibits, notices and attachments (including an incorporation by reference of the terms and conditions of this MSA), constitutes the entire agreement of the parties thereto with respect to the subject matter thereof and supersedes all prior drafts, agreements, negotiations and proposals, written or verbal, relating to the Services contained in the applicable Schedule. This MSA or any Schedule may be amended by written agreement of the parties; for that purpose, emails do not constitute signed writings. Notwithstanding the foregoing, Empower may add or enhance the Services, update the method of providing the Services without any reduction in service, or modify the Services to comply with applicable laws by providing written notice to Plan Sponsor at least 30 days in advance of the effective date of such change, provided that Plan Sponsor may opt out of certain Services that directly impact Participants and any changes that result in an increase in fees to the Plan. Any Empower notices or policies that are attached to or referenced in this MSA may be updated by Empower at any time, provided that such updates shall not materially degrade the rights or protections set forth therein. No waiver of any breach of any provision of this MSA shall constitute a waiver of any prior, concurrent or subsequent breach of such provision or any other provision hereof and no waiver shall be effective unless made in writing. 12.6. Governing Law; Waiver of Jury Trial. Unless and to the extent provided otherwise in a Schedule hereto, this MSA shall be construed and enforced in accordance with and governed by the laws of the state of California, without regard to conflict of law principles, and any claim arising under or related to this MSA shall be subject to the exclusive jurisdiction of the federal and state courts located in California. Both parties agree to waive any right to have a jury participate in the resolution of any dispute or claim arising out of, connected with, related to or incidental to this MSA to the fullest extent permitted by law. 12.7. Force Majeure. Neither party shall be liable to the other for any and all losses, damages, costs, charges, attorney fees, payments, expenses or liability due to delay or interruption in performing its obligations hereunder, and without the fault or negligence of such party, due to causes or conditions beyond its control, including, without limitation, labor disputes, riots, war and war -like operations including acts of terrorism, explosions, sabotage, civil disturbance, governmental restriction, transportation problems, failure of power or other utilities including phones, internet disruptions, fire or other casualty, natural disasters, City i y ounce - 19 — 12 9/19/2023 epidemics, pandemics, acts of God, disruptions in orderly trading on any relevant exchange or market, or any other cause that is beyond the reasonable control of either party. 12.8. Severability. The provisions of this MSA are severable, and if for any reason a clause, sentence, paragraph or provision of this MSA is determined to be invalid by a court or federal or state agency, board or commission having jurisdiction over the subject matter thereof, such invalidity will not affect other provisions of this MSA that can be given effect without the invalid provision. 12.9. Notices. All formal notices required by this MSA will be in writing and shall be sent to Empower as set forth below and to the most current Plan Sponsor and trustee address on file with Empower. All notices sent shall be effective upon receipt. Notice To Empower: Empower 8515 East Orchard Road Greenwood Village, CO 80111 Attn: Market Segment Head With a copy to: Empower 8515 East Orchard Road Greenwood Village, CO 80111 Attn: General Counsel 12.10. Headings; Defined Terms; Counterparts. Section headings used in this MSA are intended for reference purposes only and shall not affect the interpretation of this MSA. Unless the context requires otherwise, capitalized terms defined in this MSA have the meanings set forth herein for all purposes of this MSA, including any Schedules or Exhibits. This MSA may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. The parties' execution and delivery of this MSA by facsimile, email, or electronic copies shall have the same force and effect as execution and delivery of an original. 12.11. No Tax or Legal Advice. Nothing in this MSA is intended to constitute legal or tax advice from Empower to Plan Sponsor, or to any other party. Plan Sponsor understands that Empower has not given and may not give legal advice. All issues should be reviewed and discussed with Plan Sponsor's legal counsel and/or tax adviser. 12.12. Survival. The provisions of the following sections shall survive the termination of this MSA: Fees & Charges; Confidentiality; Data Protection; Record Retention; Intellectual Property Rights; Indemnification; Limitation of Liability; Dispute Resolution; Governing Law; Waiver of Jury Trial; Survival; Severability; Transition Assistance Services; No Tax or Legal Advice; No Third -Party Beneficiaries; and any other section that would by its context be reasonably expected to survive termination. 12.13. Signatures/Corporate Authenticity. By signing this MSA, the parties certify that they have read and understood it, that they agree to be bound by its terms, and that they have the authority to sign it. This MSA is not binding on either party until signed by both parties. City i y ounce - 19 — 13 9/19/2023 12.14. Electronic Signatures. Each party agrees that this MSA and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures reasonably believed to be genuine on this MSA or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. [Signature Page Follows] CityUdISIf[ ounce - 19 — 14 9/19/2023 By signing this MSA, the parties certify that they agree to be bound by its terms and it's to be executed by their respective duly authorized officers as of the Effective Date. Empower Annuity Insurance Company Signature Daniel A. Morrison Printed Name Senior Vice President, Government Markets Title 8/30/2023 Date Signed City of Santa Ana Signature Printed Name Title Date Signed ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO I-aWL0— Laura A. Rossini Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: Kathryn Downs Executive Director of Finance City 11dfY1U61L1F01 - 19 - 15 9/19/2023 EXHIBIT 1: DATA SECURITY & PRIVACY ADDENDUM This Data Security & Privacy Addendum applies to Empower and its Affiliates and describes how Empower protects Personal Data and Plan Data (the "Addendum"). Capitalized terms used but not defined herein have the meanings given to them in the Master Service Agreement executed by Empower and Plan Sponsor under which Empower provides services to Plan Sponsor ("Agreement"). 1. Definitions. The following terms have the meanings set out below and similar terms shall be construed accordingly: "Data" means Personal Data and Plan Data. "Data Protection Laws" means any law with respect to the protection of Personal Data that is applicable to Empower's Services under the Agreement or any Schedule thereto. "Information Security Breach" means a confirmed compromise of an information system within the authority or responsibility of Empower that results in: (i) the unauthorized acquisition, disclosure, modification or use of unencrypted Personal Data, or encrypted Personal Data where the encryption key has also been compromised; and (ii) a reasonable likelihood of identity theft or fraud against a data subject in the Plan. An Information Security Breach includes, without limitation, theft and/or malicious use of Data by Empower personnel. A good faith but unauthorized or unintentional acquisition, disclosure, modification or use of Personal Data by an employee or contractor of Empower or a party who has signed a confidentiality agreement with Empower does not constitute a Security Breach if the Personal Data is not subject to further unauthorized acquisition, disclosure, loss, modification, or use. "Personal Data" shall mean information that identifies or is reasonably capable of being associated with a Participant in the Plan or an eligible employee of Plan Sponsor and includes personally identifiable financial information as defined by Title V of the Gramm -Leach -Bliley Act, but excluding data that is publicly - available and data from which individual identities have been removed and that is not linked or reasonably linkable to any individual. "Plan Data" shall mean non-public Plan level information that is provided to Empower in connection with receipt of the Services. Plan Data excludes data that is de -identified and aggregated for benchmarking and research purposes. "Subprocessor" means any person (including any third party service provider and any Empower Affiliate, but excluding personnel employed by such parties) engaged by Empower to process Personal Data. 2. Direction. Plan Sponsor Directs Empower and its Affiliates (and authorizes Empower and its Affiliates to Direct each Subprocessor), where applicable, to process Personal Data as follows: (a) processing in accordance with the Master Agreement and any amendments thereto as executed by the parties; and (b) processing initiated by Participants in their use of the Services. Plan Sponsor represents that it is and covenants that it will at all relevant times remain duly and effectively authorized to give the Direction set out herein. 3. Security. In order to protect Personal Data, Empower will implement appropriate technical and organizational measures designed to protect Personal Data in accordance with the requirements of any Data Protection Laws. In addition to the foregoing, Empower's security program shall conform to the commitments described below. City i y ounce - 19 — 16 9/19/2023 4. CCPA Compliance. Each Party hereto agrees and certifies that such Party complies with all applicable sections of the California Consumer Privacy Act of 2018 and its implementing regulations, as amended or superseded (the "CCPA"), in connection with this Agreement. Empower will notify Plan Sponsor in the event it determines that it is no longer able meet its obligations under the CCPA. 4.1 Empower processes Personal Data to provide the Services under the Agreement for the following purposes: to maintain or service retirement accounts, provide participant service, education and support, to offer financial wellness programs to participants, to maintain online participant accounts, to provide call center services, to respond to inquiries, to provide benchmarking services to Plan Sponsor, and additional specific services as further described in Schedule A-1 (collectively, the "Business Purpose"). 4.2 Except as otherwise permitted by the CCPA, Empower will use, disclose, and retain Personal Data solely for the Business Purpose and will not use, disclose, or retain Personal Data for commercial purposes other than for the Business Purpose. Except as otherwise permitted under the CCPA, Empower will not use, disclose, or retain Personal Data processed in connection with the Services outside the direct business relationship with Plan Sponsor nor combine personal information that it received from, or on behalf of, Plan Sponsor with personal information that it received from another source or collected from its own interaction with the consumer, except as required to provide the Business Purpose or as otherwise permitted by applicable laws. 4.3 Empower will not sell or share Personal Data in any manner in violation of the CCPA. 4.4 Upon prior written notice to Empower, Plan Sponsor may take reasonable and appropriate steps to (i) ensure Empower uses the Personal Data collected is in a manner that complies with the CCPA and (ii) stop and remediate any unauthorized use of Personal Data by Empower. 4.5 Empower shall enable the Plan Sponsor to comply with consumer requests made pursuant to the CCPA to the extent compliance with such requests is required by the CCPA. 4.6 In the event the CCPA is pre-empted by Federal laws, the terms of this Section 4 shall no longer be applicable, and upon the request of either party hereto, the parties shall cooperate in good faith to reasonably amend or modify these terms to address future changes to Data Protection Laws that require such amendments. 4.7 Empower shall implement security practices and procedures appropriate to the nature of the Personal Information as set forth herein. 5. Subprocessing. Plan Sponsor hereby agrees that Empower may engage its Affiliates and third parties as Subprocessor in connection with the provision of Services under the Agreement. Empower shall carry out reasonable due diligence as appropriate to the nature of each Subprocessor's services to ensure that the Subprocessor can provide the level of protection for Personal Data required by this Program. Upon request, Empower shall make available a current list of any material Subprocessors that have access to Personal Data; the parties hereto agree that such list is the Confidential Information of Empower and subject to the confidentiality provisions of the Agreement. 6. Data Subject Rights. In the event that Empower receives a request from a Participant relating to an exercise by the Participant of the Participant's rights under applicable Data Protection Laws (such as a "right to know" or "right to delete" request), Empower will Direct such Participant to take the request to the Plan Sponsor. Empower will cooperate with any request by the Plan Sponsor to respond to requests to the extent required by applicable Data Protection Laws. City i y ounce - 19 — 17 9/19/2023 7. Data Security. Empower's Information Security Policies and related policies address the management of information security, the security controls employed by the organization. These policies include, without limitation: 7.1 An Information Security Board that is responsible for the development, implementation, and ongoing maintenance of Empower's data security. 7.2 Documented policies ("Information Security Policies") that Empower formally approves, internally publishes, communicates to appropriate personnel and reviews at least annually. Empower's Information Security Policies shall (i) mandate the secure protection and handling of confidential data, (ii) comply with applicable laws, (iii) conform to or exceed applicable industry standards for the retirement plan services industry, and (iv) documented, clear assignment of responsibility and authority for data security - related activities. 7.3 Policies covering acceptable computer use, record retention/destruction, information classification, cryptographic controls, access control, network security, removable media, remote access, mobile computing and wireless access. 7.4 Regular testing of the key controls, systems and procedures, including (i) testing of information technology general controls (ITGC) at least annually or whenever there is a material change in business practices, and (ii) infrastructure penetration tests and scans against internet-facing points of presence. Empower will correct vulnerabilities or security issues discovered through such assessments in a manner and time frame consistent with established standards. 7.5 Policies and procedures designed to protect the security of Plan Data and Personal Data that is accessible to, or held by, Empower's third party suppliers. Such policies shall be based on Empower's Information Security Policies, and shall address, as applicable: (i) the identification and risk assessment of such supplier; (ii) minimum cybersecurity standards required to be met by such suppliers; (iii) due diligence processes used to evaluate the adequacy of cybersecurity practices of such suppliers; and (iv) periodic assessment of such suppliers based on the risk they present and the continued adequacy of their cybersecurity practices. 7.6 Use of appropriate administrative, technical and operational measures designed to ensure Personal Data and Plan Data is secure. 7.7 Monitoring, evaluating and adjusting, as appropriate, its data security protocols summarized herein, in light of relevant changes in Data Protection Laws, Services, technology or industry security standards, the sensitivity of data collected or processed by Empower in the provision of its Services, and evolving internal or external risks. Empower may make such updates to its data security protocols and the terms hereof at any time without notice so long as such updates maintain a comparable or better level of security. Individual measures may be replaced by new measures that serve the same purpose without diminishing the security level protecting Personal Data or Plan Data. 8. Risk Management. Empower has a risk assessment program that includes regular risk assessments and management for risk identification, analysis, monitoring and reporting. 9. Human Resources. 9.1 Acknowledgements. Empower shall provide training on its information security practices to its personnel at least annually. Empower personnel shall acknowledge their information security and privacy responsibilities under Empower's policies. City i y ounce - 19 — 18 9/19/2023 9.2 Personnel Controls. Empower completes appropriate pre -employment background checks and screening on its personnel, and requires personnel to complete initial security training at the time they are first employed with Empower and annually thereafter. All personnel attest annually to Empower's Code of Business Conduct and Ethics, which enforces the tenets of Empower's Information Security Policies and its privacy policies. Empower has disciplinary processes for violations of information security or privacy requirements, and promptly removes personnel access to Plan Data or Personal Data upon termination or applicable role change. 10. Physical and Environmental Safety. 10.1 Physical and Environmental Security Controls. Empower has appropriate physical and environmental controls to protect Empower's equipment, assets, and facilities used to provision services. Physical Security includes, without limitation (i) physical security in the protection of valuable information assets of the business enterprise; and (ii) the provision of protection techniques for the entire facility, from the outside perimeter to the inside office space, including the datacenters and wiring closets. 10.2 Ongoing Operations. Empower protects its facilities and systems containing Data from failures of power, networks, telecommunications, water supply, sewage, heating, ventilation, and air- conditioning. 11. Communications and Operations Management 11.1 Controls. Empower has policies and procedures in place for communications and operations management controls. Such controls address: hardening, change control, segregation of duties, separation of development and production environments, network security, virus protection, patch management, media controls, data in transit, encryption, audit logs, and time synchronization. 11.2 Operations Security. Empower's Information Security Policies mandate ongoing Operations Security requirements, including but not limited to, installing or maintaining (i) security patches for operating systems and applications within standard timeframes based on severity; (ii) industry standard versions of operating systems, software and firmware for system applications and components; and (iii) up- to-date system security agent software which includes updated malware and virus definitions. 12. Access Control. 12.1 Access Control. Empower utilizes access controls designed to ensure that only Empower personnel with the proper need and authority can access its internal recordkeeping system and associated data. Empower's access controls include but are not limited to: limiting access to personnel with a requirement to view Personal Data; establishing least -privilege controls to protect systems and Personal Data; generation of audit trails; periodic review and approval of personnel who need to access the Empower recordkeeping system; and termination of personnel access promptly following severance from employment. 12.2 Authentication. Empower authenticates user identity through appropriate authentication controls such as strong passwords, token devices, or biometrics. Passwords must meet minimum length and complexity requirements. 12.3 Remote Access to Empower Systems. Empower uses multi -factor authentication for remote access to its systems. 13. Information Systems Acquisition, Development and Maintenance. City i y ounce - 19 — 19 9/19/2023 13.1 Systems Development Security. Empower addresses security as part of information systems development and operations and follows secure coding methodologies based on application development security best practices. 13.2 Software Security Management. Empower's information systems (including operating systems, infrastructure, business applications, off -the -shelf products, services and user -developed applications) adheres to the information security standards set forth in Empower's Information Security Policies. 13.3 Vulnerability Assessments/Ethical Hacking. Empower performs vulnerability assessments and penetration testing against Internet -facing points of presence. Empower corrects vulnerabilities or security issues discovered through such assessments in a manner and time frame consistent with established standards set forth in Empower's Information Security Policies. 13.4 Cryptography. Empower uses cryptography techniques that assist Empower with preventing the unauthorized capture, modification of or access to data or information. Empower uses standard encryption algorithms that follow up-to-date encryption standards and industry practices. Such cryptography techniques may include but are not limited to: encryption of sensitive data sent across external communication lines; requirement of minimum 128-bit encryption TLS encryption for web browsers; and encryption of Personal Data while stored on laptops, mobile devices, and in recordkeeping databases. 14. Information Security Breach Management. 14.1 Incident Management Program. Empower maintains investigative measures and techniques for incident handling, including but not limited to: a formalized, enterprise -wide Computer Security Incident Response Team ("CSIRT"), and CSIRT processes which are tested at least annually. 14.2 Information Security Breach Response. Empower will notify Plan Sponsor after becoming aware of any Information Security Breach in accordance with all applicable Data Protection Laws. For the avoidance of doubt, Empower will (i) keep the Plan Sponsor informed of significant developments in connection with the investigation of such incident; (ii) investigate and assist any regulator or other governmental body with oversight over the Information Security Breach in investigating, remedying and taking any other action regarding the Information Security Breach as appropriate or required by law; and (iii) provide Plan Sponsor with information about remedial measures that have been undertaken to prevent such Information Security Breach from reoccurring. In the event that individual or regulatory notifications are required under applicable Data Protection Laws, the parties will cooperate with respect to notifications. To the extent the Information Security Breach is caused by Empower's failure to abide by its obligations as set forth in this Data Security Addendum, Empower shall bear the costs of such notifications and provision of credit monitoring services to affected individuals to the extent required by law or otherwise appropriate in Plan Sponsor's and Empower's reasonable judgment. 15. Plan Sponsor Assessment Rights. 15.1 Assessment via Security Assurance Package. Within the secure Plan Sponsor website provided by Empower, Empower provides documentation that supports and informs the reader about Empower's current security program and practices. These documents are referred to as the Security Assurance Package ("SAP"), which currently consists of the following items: Security Program Overview document, SOC 1 report, SOC 2 report, available IT certification reports (e.g. Verizon CRP), and a completed SIG questionnaire with related supporting materials. (The SIG is a standardized document template created by the Shared Assessments Program, a consortium of leading financial institutions, the Big 4 accounting firms, and companies from a wide array of industries.) 15.2 Regulatory Assessment. If Plan Sponsor's governmental regulators require that Plan Sponsor perform an on -site audit of Empower's network security, as supported by evidence provided by City i y ounce - 19 — 20 9/19/2023 Plan Sponsor, Plan Sponsor may conduct an on -site audit of Empower's network security, relevant to the security of Plan Data ("Regulatory Audit"). Unless a different notice or frequency is required by Plan Sponsor's governmental regulators, a Regulatory Audit may be conducted by Plan Sponsor once per year at a mutually agreed -upon time with at least 60 days' advance written notice to Empower. If a Regulatory Audit requires the equivalent of more than two business days of Empower Personnel's time to support such audit, Empower may charge Plan Sponsor's an audit fee at Empower's then -current rates for each day thereafter. 15.3 Miscellaneous. This Addendum is governed by and incorporated into the Agreement. In the event of any conflict between the Agreement and this Addendum, the Agreement will prevail. Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Agreement. City i y ounce - 19 — 21 9/19/2023 EXHIBIT 2: PROCEDURES FOR COMPLYING WITH FUND COMPANY MARKET TIMING AND EXCESSIVE TRADING This EE hi bit 2 shal apply .o any Recordkeepi rig Servic es Sc had u le under the Master Services Agreement PROCEDURES FOR COMPLYING WITH FUND COMPANY MARKET TIMING AN I) EXCESSIVE TRADING PH LIC I ES The prospectuses, policies and or procedures of certain fund companies require retirement plan providers offering their fund(s) to agree to restrict marl at timiin andolor excessive trading "prohibited trading") in their funds. The following procedures describe ho- - e wil comply with fund compLany instructions designed -o prevent or mini•nize prohibited trading. Various fund companies instruct intermediaries to perform standardized trade monitoring while others perform their own periodic monitoring and request trading reports when they suspect that an individual is engaging in prohibited trading. If an individual's trading activity is determined to constitute prohibited trading, as defined tyy the applicable fund company, the individual will be notified that a trading restriction vAll be implemented if prohibited trading does not cease. (Some funds may require that trading restrictions be implemented immediately without warning, in which case notice of the restriction will be provided to the individual and plan, if applicable). If the individual continues to engage in prohibited trading, the individual wiill be restricted from making transfers into the identified fund(s) for a specified time period, as determined by the apoicable fund company. Individuals are always permitted to make transfers out of the ide ntified fund(s) to other available investment options.. When the fund company's restriction period has been met, the individual will automatically be allowed to resume transfers into the identified funds). Additionally, tf prohibited trading persists, the fund company may reject all trades initiated bey the plan, including) trades. of inrdividualswho have not engaged in prohibited trading. Mote: certain plan sponsors have or may elect to implement plan level restrictions to prevent or minimize individual prohibited trading. To the extent that such procedures are effective, we may not receive requests for information from the fund companies or requests to implement the restrictions described above. D112-222 City i y ounce - 19 — 22 9/19/2023 EXHIBIT 3: PRIVACY NOTICE PRIVACY NOTICE .101iftm.- EMPOWER FACTS What does Empower Retirement., LLC (Empower) dowithyciur personal information? .................................. .... ........... ................ .... .... ........... .... ........... .... .... .... Financial companies Choose how they Share yOur personal information. Federal Ia%VgiV25 rOnsumers the WHY? riot to limit SUME but not all shari". Federal lava also requires us to tell you how weicollecr- share and protect your personal informatiOrk. Please read this ribtii.Lt, carefullyta understand what we do. The types of personal information We collect and share depend on tl-e praduct or service you have with us. This information ran include: Social Setutity number and account balances. WHAT? Retirement assets and trahsactfian history. Employment irwforrriatiDn and irmorne. When you are rid 160�er bLirCuStbrner, we bdntir, ue to share your information as described in this notice. Ad I firandalcDmpariEs reed to share CUStUnnEr s' personal information to run their everyday bmirIESS. In the HCW? section bel{xky, we list the roaSO06 financial companies can share their custorners' per sDrial ir)fdrmat ion, the reasons Er-iPGWEr &x3mes to sl-are and whether qx}u r an limit this sh.3r ir-&. .. .. .. .. .. .... ................ .... .... .... RE AS 0 N S W E CAN SHARE YOUP DOES EMPOWER CAN YOU LIMIT PERSONAL INFORMATION SHARE? TH 15 SMARINW ForoureveryiJay business purposes — s&-L.h as to pr-JLE!Ssyuur UdF1SdLUU11S, maintain yDuraozcunt(s), No respond to court orders and legal invest �atioris, Or report to credit bureaus 1. . .. . ..- ........... .... I ........................................................... For our "i-keting purposes :J — Yes No �offer our Products and Services to YOL Far joi nc marketing with other financial companies No We don't shar E Far our affiliates'everyday business purposes — Yes No For our affiliates' everyday business purposes — No We don't Share v,editvvorthiness ......................................................................... .......................................... .......... For no naffiliatEs to market to yoU No We don't share QUESTIONV Call toll -free dr 855-7H-4738 or go t.:j Em powEr-rom/p rivary ........................ .............. .... .... ................ .... .... .... --- .... .... ........... .. - 20 City Council 19-23 9/19/2023 EMPOWER WHO WE ARE Who is. praaiding this nadoE? WHAT W t DO Errtp vier and itsalfiliates-A list of companies is pr[avicred A the end a'tF,is retire. Hobe does Empower -o protect your personal information from unauthorized aroess and use,zve use security protect my personal measures that comply with federal law. These measures inr=ltrde physical, technical and information? prflaedural safeguards, such as buiidin8 and system securityand personnel training We col lest your personal War rristior, for example, when you:. Provide account information or apply for a loan. How does Empower Enter irma aul irrsestment advisory contract or seek adviceabout your imestments- collect my personal information? Tell us about your investment or retirement portftrlio. We, also Collect your personal information arorn otfwrs, such as credit bureaus, .affiliates or olher companies. Federal law gives you the right to limio orry: Shwi% for affaliates'everyday btjsiness purposes — infwmation about Why caWit IIimit ynurcreditworthiness. all sharing? Affiliates from usiN your information to market to you. Shari%for r onaffiliates to market to you. Sate laws and ir'adivicival romparies maygiveyou additional rights to limit sharing. DEFINITIONS Companies related by common ownership r5r Control. They can be financial and nonfinancial companies, AfrLliates Our rrf'fiares include cornpon.,es wr1'h Jhe Empower, Great -West Lyre& Anruiryor Grex-ftsr �vma3, us ksred beivw, arx_i ❑.rher �iarra�7nar Corrtvnrriies scrch os Advised Assers �fobafr, LiC and C, KILA. Go mparie5 not related by corrimor- uwrer shi p -Sr _drtr3I. They car, be hnancia l and Nonaffiliates r i-ifinantialcompanies. * fmacwei dLws rut share Wo, nuf4iives sty I�T.y turn rr.rarkLer m you A formal agreement betweer, nonaffiliated finar:kial companies tlAt tugQther market Point marketing finaancial products of services Lo you • fr nrpcmNr ziri sn' frainti} mnrJke . ._......... _ WHO 15 PROVIIDING THIS NOTICE Er,p ;°r.in Ret.r_rrler.L, LL-; G:eao-'Jkrest Life & Annuity Insurance Company; The Great -West Life Assurance Compacty f tJ.S. operations); Great -West Life & AnnuityEnsurant-e Company of NewYbrk; Great -West Finarsi:bi Retirement Plan Services, LLC; Advised Assets Group, LLB: GWFS Equities. Inr.; The Canada Life Assurance Company (U.S. operations); Great -West Life & Annuity Insurance Company of South Carolina: Great -West Capital Management, LLC; Great -West, Funds, Inc.; Great -West -rust Company, LLC: Prudential Retirement Insurance and Annuity Company; Pru& ntial Bank S Trust, F58; Global ParVolio Strategies, Ink.; TBG trrsurance Services Corporation; MC Insurance Ailency Servike5, LLC; Mullin TBG tnsurar-ceAgency Servirks, LLC; and CON05A REIT Corp. Gf N- FLY- WF-18v12:2L1.0Q2 21 City Council 19 — 24 9/19/2023 EXHIBIT 4: BUSINESS CONTINUITY PLAN NOTICE BUSINESS CONTNUITY PLAN NOTICE Empower Financial .services, Inc- {"Ernpower"f, a subsidiary of Empower Annuity Insurance Company of Arnedca and affiliate of Empower Life & Annuity Insurance Company of New York* and Empower Retirement, LLC, maintains a comprehensive business continuity plan designed to respond reasonably and effectively to events that lead to significant business disruption, such as natural. disasters, power outages, or other events of varying scope. This plan defines critical functions and systems, alternate work locations, vital books and records,, and staff resources, and provides for the continuation of business opeaitiona with minimal impact, depending on the sevarrhy and scope of the disruption, The plan rs reviewed and tested no less than once annually to ensure that the information in the plan is kept current and that documented recovery and continuity strategies adequately support its bu5iness operations. Of utmost importance to the plan is the ability for customers to maintain access to securities accounts and assets in those accounts. In the event that one of the contact centers or back office operation facilities becomes unavailable for any reason, calls would be re-routed to one of the firm's aalterrrative contact center or operations faaciGties- In the event of a significant business disruption to the primary office and/or data center, access to customer accounts rAII be provided vio the Company's Web site and voice respi3n�e system, operated from an altemadve data center- Customer service will continue to be provided by re-routing telephone calls to a corftct ,enter located in one or more atteFrna#ve sites located outside of the region. Secure work from home solutions are available for all staff - While no contingency plan can eliminate the risk of business interTuption, or prevent temporary delays with account ame--s, the firm's continuity plan is intended to mitigate all reasonable risk and resume kcal business operations within 24 hours or the next business day, whichever is later- * Record keeping and adrnin�tstratiive services are provided by Empower Retirement: LLC, and in New York, Empower Life & Annuity Insurance Company of New York, or one of Ru subsidiaries or affiliates, Securities offered in your account may be offered through another brokeridealer firm other than Empower Financial Services. Inc., a wholly owned subsidiary of Empower Annuity Insurance Company of Amedra- Please contact your investment provider for more information Pf needed - This disclosure is subject to modification at any time- The most current very of this disclosure can be found on the the Company's website or can be obtained by requesting a vwrdten copy by mail. BCP — Ernpovver Customer Notice (Ed, August 2022) 22 City Council 19 — 25 9/19/2023 SCHEDULE A-1: RECORDKEEPING SERVICES & FEE SCHEDULE forthe LIST OF PLANS 1. City of Santa Ana Deferred Compensation Plan ("457(b) Plan") Empower Group Account Number: 960140 1. GENERAL This Recordkeeping Services Schedule ("Schedule") is a separate agreement between the parties hereto and incorporates the terms and conditions of the MSA ("Agreement") between Empower Annuity Insurance Company and Plan Sponsor. All references to "Empower" in this Schedule are deemed to be references to Empower or the Empower Affiliate, as the case may be, that enters into this Schedule. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. Any conflict between this Schedule and the terms of the Agreement shall be resolved in favor of the Agreement, unless this Schedule specifically states that its provision will prevail. 2. SCHEDULETERM 2.1. The Effective Date of this Schedule is October 1, 2023 ("Schedule Effective Date"), or such later date as it has been signed by both Plan Sponsor and Empower. The term of this Schedule is for a period of three (3) years, from October 1, 2023 through September 30, 2026. The City may, at its discretion, extend the agreement with the same or more limited scope of required services for one (1) additional two (2) year period, upon mutual agreement contingent upon City Council approval, or City Manager or City Attorney authorization, as appropriate unless terminated in accordance with Section 11 [Term & Termination] of the Agreement. The total term of the awarded agreement shall not exceed five (5) years. The termination of this Schedule shall also operate as a termination of all Schedules to the Agreement. 2.2. Upon termination, Plan Sponsor Directs Empower to deduct any and all outstanding expenses and fees owed to Empower from the Plan's trust on the termination date, unless paid by the Plan Sponsor. Plan Sponsor agrees to amend the Plan, if necessary, to provide for the payment of expenses from the Plan consistent with the foregoing. Upon termination of this Schedule, Empower will cease to provide the Services herein. Plan Sponsor acknowledges that after the termination of this Schedule, Plan Sponsor will be responsible for performing all actions required to be taken with respect to the Plan including, but not limited to: processing of contributions, loans and distributions, and the distribution of forms to Participants. On and after the actual date of termination of this Schedule, Empower shall have no further obligations hereunder except as set forth in Section 12 [Transition Assistance Services]. 3 NATURE OF EMPOWER'S SERVICES 23 City Council 19 — 26 9/19/2023 3.1 Services. Empower will provide the Services set forth in this Schedule or as further described in the Exhibits attached hereto. Empower will perform the Services in accordance with the Performance Standards Exhibit as attached hereto. 3.2 Fiduciary Status. Except with respect to any Services for which Empower has specifically agreed to act as a fiduciary under this Schedule, Plan Sponsor acknowledges that (i) Empower acts as a non -discretionary service provider Directed by the Plan Sponsor or other Plan fiduciary and, as authorized by the Plan Sponsor, by Participants; and (ii) performance of the Services do not involve the exercise of any discretion in the administration or management of the Plan that would cause Empower to be a fiduciary or a Plan Administrator as defined under the Code, ERISA, the Investment Advisors Act of 1940, or state law, as applicable. The Plan Sponsor has appointed a Plan Administrator that has discretionary authority for the administration and management of the Plan. The parties agree that Empower will not perform a Service that could cause it to have discretionary authority or responsibility for the administration or management of the Plan or disposition of Plan assets. Empower shall not render, or have any authority or responsibility to render, investment advice for a fee or other compensation, direct or indirect, with respect to any Plan assets, except as specifically provided for under this Agreement. 4 PLAN SPONSOR RESPONSIBILITIES Plan Sponsor acknowledges that Empower cannot effectively perform the Services without Plan Sponsor's cooperation. Accordingly, Plan Sponsor acknowledges and agrees that it will fulfill the following duties and obligations: 4.1 Provision of Information. Plan Sponsor or its designee, including any third parties retained by or on behalf of the Plan or Plan Sponsor, will provide all information necessary for Empower to perform the Services in a manner and format that does not require manual intervention or manipulation by Empower. Plan Sponsor acknowledges and agrees that Empower shall not bear any responsibility for any penalties or other costs incurred as a result of Plan Sponsor's failure to provide such information in a timely manner. Plan Sponsor further acknowledges and agrees that Empower may charge an additional fee if any necessary information is not provided on a timely basis, or in an electronic format usable by Empower without any manual intervention or manipulation. Plan Sponsor agrees that Empower shall be entitled to fully rely upon the accuracy and completeness of information Plan Sponsor submits and that Empower shall have no duty or responsibility to verify such information. If, as a result of incorrect or incomplete information furnished by Plan Sponsor, it becomes necessary to repeat any calculation or service, complete any new forms or revise any completed forms, Empower reserves the right to charge an additional fee. Each party agrees to bear its own transmission costs and is solely responsible for its own acts and omissions relating to transmitting, receiving, storing and handling documents and information, including the maintenance of all equipment, software and testing necessary to effectively, reliably and securely send and receive such documents and information. 4.2 Remitting Contributions and Allocation Instructions. Plan Sponsor agrees that it is solely responsible for collecting and remitting all initial and recurring contributions and loan repayments to Empower electronically via Empower's plan sponsor website, or another mutually agreed -upon manner within the time prescribed by applicable law. Plan Sponsor acknowledges that Empower is not responsible for monitoring the amount and/or timeliness of such contributions and loan repayments. 4.3 Plan Document Responsibilities. Plan Sponsor has the responsibility to ensure that the Plan documents are accurate and complete, to interpret Plan terms and to review the Plan document services provided by Empower, if any. Plan Sponsor is responsible to ensure that the Plan is being operated 24 City Council 19 — 27 9/19/2023 in accordance with its terms. Plan Sponsor shall provide Empower with a signed copy of the Plan document and all amendments to the Plan document within thirty (30) days after such document and/or amendment is adopted. 4.4 Investment Options. Plan Sponsor is responsible for the selection of all Investment Options based on Plan Sponsor's independent evaluation, or that of its registered investment advisor, consultant, broker or other agent, as applicable. Plan Sponsor must notify Empower in writing of the Investment Options including benchmarks, if applicable, intended to be serviced by Empower and such Investment Option services including benchmarks, if applicable, are only provided as agreed upon by Empower and may be subject to certain limitations or conditions. Plan Sponsor acknowledges that Empower or its Affiliates may receive fees from mutual fund families or other Investment Option Sponsors or their Affiliates for providing certain administrative or other services thereto ("Fund Service Fees") in connection with the Plan. Plan Sponsor may request additional information regarding such fees at any time. If the provider of an Investment Option causes an Investment Option to become unavailable to the Plan, Empower will notify Plan Sponsor as soon as practicable after the Investment Option Sponsor notifies Empower. 4.5 Plan Sponsor Acknowledgment of Market Timing Procedures. Plan Sponsor acknowledges that the SEC requires mutual fund companies to establish procedures to prevent market timing and excessive trading. Plan Sponsor acknowledges receipt of, and agrees to adhere to, the terms and conditions of the Procedures for Complying with Fund Company Market Timing and Excessive Trading Policy attached as an Exhibit to the Agreement, as amended from time to time. 4.6 Payment of Plan Expenses. Plan Sponsor may Direct Empower in writing to deduct Plan expenses from the Plan to the extent Plan Sponsor has determined that deduction is specifically allowed by the Plan document and applicable law, and to remit to the party designated by the Plan Sponsor. 4.7 Plan Sponsor Direction to Perform the Services. In performing the Services, Empower is acting at the Direction of the Plan Sponsor or other fiduciary of the Plan by following the procedures set forth in a plan administration guide or similar procedural document provided by Empower to the Plan Sponsor, including by posting such procedural documents to the Plan Sponsor website. To the extent the procedures do not fully address a specific issue, the Plan Sponsor agrees to provide Direction in a manner reasonably requested by Empower, and Empower may rely upon any such Direction by a person that Empower reasonably believes to be authorized to act on behalf of the Plan Sponsor or other fiduciary. Plan Sponsor specifically intends that Empower will have no discretionary authority with respect to following such Direction. 4.8 Electronic Delivery 4.8.1 Empower will deliver plan -related documents to Participants under the Agreement in an electronic manner as described below. 4.8.1.1 Plan notices to be delivered by Empower via an email notice of the availability of the plan -related documents on the Participant website will be sent to an email address provided to Empower by the Participant or by Plan Sponsor. If Empower is not provided with an email address, notices will be delivered to the Participant via regular mail. 25 City Council 19 — 28 9/19/2023 4.8.1.2 Empower will send an initial notification of default electronic delivery via regular mail to each Participant at least 10 days prior to delivering any plan -related documents via email. The initial notice of default electronic delivery will include the participant's email address that will be used to deliver notices of the availability of plan -related documents, a statement of the Participant's right to request and obtain a paper version of the documents and a statement of the option to opt out of electronic delivery and receive only paper versions of the documents. 4.8.1.3 If an email notice of availability of a plan -related document is returned undeliverable, Empower will send the notice to another email on file for the Participant. If no other email is on file for the Participant or such other email is also returned undeliverable, plan related documents will be delivered via regular mail to the Participant until such time as Empower is provided another email address for the Participant. 4.8.1.4 Participants may request to receive one paper copy of a plan -related document for no cost. In addition, Participants may opt out of electronic delivery and request that their plan - related documents be delivered via regular mail at any time. 4.9 Review of Reports. Plan Sponsor is responsible for reviewing and monitoring reports made available by Empower (whether provided electronically, by posting on an Empower website, or otherwise) regarding Plan activity, transactions and investments to verify that the transactions indicated in the reports properly reflect the Direction provided by the Plan Sponsor. Empower's performance of its obligations under this Agreement shall be presumed to be accurate unless Plan Sponsor provides Empower with proper notice of discrepancies. 4.10 Error Correction. 4.10.1 Transactional Errors. If Empower does not accurately process contribution, distribution, or investment instructions provided in good order by a Participant or the Plan Sponsor (e.g., investment allocation of Plan contributions, investment exchanges or transfers, or timely processing of a Plan distribution) and the issue is brought to Empower's attention within ninety (90) days from the transaction confirmation, statement or other report issued by Empower following the error's occurrence, Empower will, at its own expense, retroactively correct the Plan or Participant account to reflect its adjusted financial position had the error not occurred, including any investment earnings and reduced by any investment losses. If the issue is not timely brought to Empower's attention, Empower may correct the error by adjusting the Plan or Participant account prospectively. Any such correction under this section 4.10.1 shall be subject to applicable law. 4.10.2 Plan Operational Errors. If Empower is timely notified that it has made an error that creates an operational or fiduciary issue for the Plan, Empower will, within a reasonable time after being notified of or discovering such error, notify the Plan Sponsor and describe the corrective option that Empower proposes to employ that is consistent with the Internal Revenue Service, Department of Labor, or other agency correction guidelines, where applicable, and Plan Sponsor shall review the proposed correction option. Unless the Plan Sponsor objects to such proposed correction and requests an alternate correction option within five (5) business days after receiving notice of Empower's suggested corrective option, the Plan Sponsor Directs Empower to promptly process the correction in accordance with the proposal, at Empower's expense. If Empower's proposed correction is consistent with Internal Revenue Service, Department of Labor, other agency correction guidelines, or other guidance, but the Plan Sponsor requests an alternate correction method resulting in expenses in excess of what Empower would have incurred under its proposed correction, the Plan Sponsor shall bear such additional expenses (including 26 City Council 19 — 29 9/19/2023 without limitation any attorney's fees, regulatory filing costs and additional net loss resulting from such method). 4.10.3 Trading Errors. If Empower does not accurately process a trade with the mutual fund company as Directed by the Plan Sponsor or as instructed by a Participant, then Empower will correct the share position at the mutual fund company as if the error had not occurred. In the event there are multiple funds or related errors in one or more funds involved, Empower will net gains and losses across all funds involved in the associated error(s). If the Plan Sponsor utilizes the services of a third -party trustee and/or custodian ("Third -Party Trustee"), Empower shall in no event be required to perform any correction: (i) for a trading error that results from an error or omission by the Third -Party Trustee, (ii) to be performed under the terms of any service arrangements between the Plan Sponsor and such Third -Party Trustee (the "Third -Party Trust Agreement"), (iii) that falls within error tolerance ranges under the Third -Party Trust Agreement, or (iv) that otherwise would exceed any requirements for error correction by the Third -Party Trustee under the Third -Party Trust Agreement. 4.10.4 The parties acknowledge and agree that Empower will have no liability for an error caused by acts or omissions of the Plan Sponsor, Participants or any other third party other than Empower's Affiliates, agents, vendors and suppliers. 4.10.5 Duty to Mitigate. The parties acknowledge and agree that the Plan Sponsor, the Plan Administrator and Participants each have a duty to mitigate any errors so as to minimize the expenses that may be incurred to correct such errors by promptly reviewing transaction confirmations, account statements and other Plan reports, as applicable, and providing notification of any error, providing timely approval of correction measures and taking such other reasonable steps as may be necessary (e.g., proactively transferring account holdings into the appropriate Investment Option). 4.10.6 Transactional Gain/Loss Compensation Policies for Error Correction. Empower may incur a gain or loss in the process of adjusting a Plan or Participant account to correct certain errors due to changes in the share/unit price of an Investment Option between the original transaction date and the correction date. The adjusted position of Plan and Participant accounts are not impacted by transactional gains or losses incurred by Empower to settle the Investment Option positions in the course of correcting the account. Empower will net any Investment Option pricing differences as part of the correction process. If a correction is made at Empower's expense, Empower, not the Plan or Participant, will incur any transactional loss and Empower will retain any transactional gain. 4.11 Account Protection. Empower, Plan Sponsor or the Participant will promptly notify the other parties if it discovers an unauthorized activity was made from the Participant's account. Empower will conduct an investigation and take any appropriate steps, which may include working with law enforcement, to determine the root cause of the unauthorized distribution. Plan Sponsor agrees to cooperate in any such investigation and will comply with reasonable requests for information. To the extent Empower offers Participants protection against account losses that result from unauthorized transactions, Empower will restore losses as of the date of the account loss once Empower has had sufficient time to conduct a preliminary investigation and attempt to ascertain the root cause. Such protection is not available if Plan Sponsor refuses or neglects to follow commercially reasonable security practices, as set forth in Section 5.1 [Mutual Obligation to Protect Data] of the Agreement, or if the loss resulted from a compromise of the systems or security protocols of Plan Sponsor or its third party service providers (other than Empower). 27 City Council 19 — 30 9/19/2023 5 PLAN INVESTMENT OPTIONS & FEES 5.1 Selection of Investment Options 5.1.1 The parties agree that the purchase and sale of securities for the Plan, except for employer stock and unaffiliated self -directed brokerage, will be effected through Empower Financial Services, Inc., a broker/dealer affiliate of Empower. 5.1.2 In addition to the sole responsibility for the selection of the Investment Options to be made available under the Plan, Plan Sponsor will also Direct Empower to designate one of the Investment Options available to be the default investment, in which any contribution or other amount credited under the Plan for which neither the Participant nor the Plan Sponsor has provided Empower with investment directions in good order will be invested ("Default Investment Fund"). Plan Sponsor may designate a Default Investment Fund(s) for Participant contributions and also designate a second Default Investment Fund for employer contributions. 5.1.3 Plan Sponsor Directs Empower and its Affiliates, as applicable, to cause all dividends, capital gain distributions, interest or other earnings paid by an Investment Option under the Plan to be reinvested in such Investment Option unless Directed otherwise by the Plan Sponsor and agreed to by Empower. 5.2 Information Regarding Investment Options Plan Sponsor Directs Empower to obtain, or cause its designee to obtain, all necessary information (including but not limited to valuation, performance, prospectuses and other investment information) regarding any Investment Option available under the Plan from any third parties representing such Investment Options ("Investment Option Sponsor(s)"). Plan Sponsor acknowledges that prospectuses for the Investment Options, as applicable, will be made available electronically through one or more websites maintained by Empower or its Affiliates. In the event an Investment Option Sponsor does not provide all necessary information and Empower agrees, Plan Sponsor will arrange to provide Empower or its designee, or cause Empower or its designee to be provided, the necessary information regarding said Investment Option. In no event will Empower be responsible for the accuracy of any such information provided to Empower or its designee regarding any Investment Option, and Empower or its designee will have no duty or obligation to question, confirm or independently verify any such information. 5.3 Investment Option Changes. 5.3.1 Plan Sponsor may replace the Investment Options at any time, subject to applicable notice requirements. Plan Sponsor will notify Empower in writing of any changes to such Investment Options or the Default Investment Fund(s), and the parties will agree upon a process for the transfer of assets and investment elections, if applicable, from prior Investment Options to new Investment Options. 5.3.2 If any Investment Option is terminated by the Investment Option Sponsor, and Plan Sponsor wishes to replace the terminated option, Plan Sponsor agrees to replace the terminated option with an available fund from any fund company that currently has, or will enter into, a trading agreement with Empower. 28 City Council 19 — 31 9/19/2023 6 RECORDKEEPING AND ADMINISTRATION SERVICES & FEES 6.1 Basic Plan Administration Fee. Commencing on October 1, 2023, Empower will be entitled to the following annual administration fee ("Basic Plan Administration Fee"). This fee is used, in whole or in part, for administrative services provided by Empower as described in this Schedule. In addition, some or all of the fee (or any other compensation, revenue, asset or source of funding available to Empower, in Empower's sole discretion) may be used by Empower to make payments to the Plan under a Plan Expense Account or similar arrangement, if applicable, between the Plan Sponsor and Empower. All Services set forth in this Schedule are included in the Basic Plan Administration Fee unless an additional fee is otherwise noted herein. In the event that the Plan Sponsor requests different or additional Services, the parties shall meet to discuss relevant Empower capabilities and any additional fees that may apply. The Basic Plan Administration Fee is $22 per Participant account per year. The Basic Plan Administration Fee will be payable on a quarterly basis, based on the number of Participant accounts with a balance at the end of the assessment period. Participants taking a full withdrawal prior to a processing date will be charged the fee at the time of withdrawal. In addition, Empower and/or one or more of its Affiliates may receive Fund Service Fees in connection with the Plan. 6.2 Revenue Credit Arrangement. Empower and Plan Sponsor agree that Empower will pay to the Plan, on a quarterly basis, the Revenue Credits amount as described below. Revenue Credits shall be determined by multiplying the Plan's average daily balance in each of the Plan's Investment Options for the quarter by the annual rate (prorated for the quarter) of service fees paid to Empower by the Investment Option or its affiliates as reflected in the Plan's Plan Fee Disclosure Report (a copy of the Plan's most recent Fee Disclosure Report is available on the Plan Sponsor Website) ("Revenue Credits"). Plan Sponsor Directs Empower to allocate any Revenue Credits to Participant accounts proportionately based on the average daily balance of such accounts in the Investment Option during the quarter and to invest such amounts based on the Participant's investment elections with respect to future contributions or, if none, the applicable Plan Default Investment Fund. Revenue Credits shall be determined and allocated to the Participant accounts within 45 days after the end of the quarter. In the event that the Agreement is terminated, Empower will determine and allocate Revenue Credits to the Plan in advance of the Plan's scheduled termination date based on an estimate of the Plan's average daily balance in each of the Plan's Investment Options. The Revenue Credit under this arrangement is funded from Empower's general assets and is being made available as a reduction in the compensation that Empower would otherwise earn in connection with the services it provides to the Plan. No specific funds will be set aside in an account or fund for the Plan's benefit or otherwise segregated for purposes of funding this arrangement, and the Plan has no right, title or interest in any Revenue Credits prior to the time that the Revenue Credit is paid to the Plan. No interest will be earned by the Plan or paid on Revenue Credits that are accrued. The Plan Sponsor understands that the Investment Options are held in omnibus accounts and that the amount of service fees received by Empower in relation to Plan assets from the Investment Options 29 City Council 19 — 32 9/19/2023 may differ from the amount of Revenue Credits due to differences in calculation methods between the Investment Options and Empower. Plan Sponsor represents that it has reviewed this arrangement and the allocation method with its legal and tax advisors and has determined that the arrangement is consistent with the terms of the Plan and with its fiduciary obligations and will not result in a violation of the Code or any other applicable law. Plan Sponsor acknowledges and agrees that Empower shall not be considered a fiduciary and shall not have or exercise any discretion, with respect to its offering or administration of this arrangement. Plan Sponsor acknowledges that the amount of the Revenue Credit may vary with changes in the Plan's Investment Options or if the amounts paid to Empower by the Plan's Investment Options change. 6.3 Trustee/Custodian Services. Trustee or custodian services, as applicable, are provided by Empower Trust Company, LLC ("ETC"). The compensation received by ETC for its services is reflected in the Plan's fee disclosure report provided by Empower and the Empower Trust Company Bank Credits below. Additional fees may be reflected in the trust/custodial agreement between ETC and Plan Sponsor. If Plan Sponsor selects a trustee or custodian, as applicable, that requires changes to any procedures or services in the Agreement, Empower reserves the right to change fees in this section. 6.4 Empower Trust Company Bank Credits. If Plan assets pass through a bank account held by ETC or its Affiliates, ETC may earn credits and/or interest on Plan assets awaiting investment or pending distribution. Any credits or interest earned by ETC are aggregated with credits and/or interest earned by ETC's Affiliates and will be used to defray the aggregate expenses for the maintenance of bank accounts. ETC will not retain credits and/or interest earned in excess of such maintenance expenses. Credits and/or interest are earned from the use of (i) uninvested contributions received too late in the day or not received in good order to be invested same -day and (ii) proceeds from Investment Option redemptions where Plan distribution checks have not been presented for payment by Participants. Credits and/or interest (i) begin to accrue on contributions on the date such amounts are deposited into the bank account and end on the date such amounts are invested pursuant to Participant instructions, and (ii) begin to accrue on distributions on the date the check is written or on the ACH date, as applicable, and end on the date the check is presented for payment or when the ACH clears against the account, as applicable. Earnings of credits and/or interest are at the rate the bank provides from time to time. 6.5 Enrollment. 6.5.1 Enrollment. Based on information provided by the Plan Sponsor or its designee, Empower will enroll Participants in the Plan in a manner mutually agreed upon by the parties. 6.5.2 Eligibility Determination. Plan Sponsor Directs Empower to determine employee eligibility as Directed by the Plan Sponsor and through Plan Sponsor provided information and criteria. Empower shall also communicate details of the enrollment process to eligible Participants. Plan Sponsor agrees to notify Empower at least thirty (30) days prior to any change in the Plan's eligibility requirements. Empower may discontinue this service if the Plan's new eligibility requirements are incompatible with Empower's recordkeeping system requirements. 6.5.3 Online Enrollment. Plan Sponsor Directs Empower to allow online enrollment. Once the Payroll Data Interchange ("PDI") file is transmitted, Plan Sponsor Directs Empower to communicate details of the enrollment process to eligible Participants allowing enrollment in the Plan through the website or the voice response unit (" VRU"). 30 City Council 19 — 33 9/19/2023 6.6 Deferral Processing. If Plan Sponsor provides Empower at implementation with an electronic employee data feed of all the Participant deferral amounts/percentages or full PDI file, Plan Sponsor hereby Directs and authorizes Empower to allow Participants to update their deferral elections via the website and VRU. Empower will forward updated deferral information to Plan Sponsor according to the schedule elected by Plan Sponsor. 6.7 Establishment of Participant Accounts. Empower shall establish and maintain an account for each Participant. Each account record shall consist of the Participant's name, social security number, address, date of birth, telephone number and such other information as may be required from time to time for administration of the Plan. If the Plan allows for Roth after-tax, Empower will maintain an accounting of the contributions and earnings in separate accounts. Amounts distributed from Roth accounts will be made and tax reported pursuant to the applicable provisions of the Agreement. 6.8 Beneficiary Recordkeeping. 6.8.1 Spousal Consent. If a beneficiary designation requires spousal consent, such designation may be made only by a Plan administrative paper form. 6.9 Receipt and Investment of Contributions. Empower will credit contributions for allocation to Participant accounts in accordance with Direction from the Plan Sponsor and as set forth below. Empower will allocate or otherwise apply forfeitures under the Plan accounts, if any, as Directed by the Plan Sponsor. Empower will pass Directions to invest such contributions, and to execute appropriate transactions related to forfeitures, to the Plan trustee or custodian in accordance with investment Directions of the Plan Sponsor. 6.9.1 Timing Requirements for Contributions Funded via ACH, Check or Wire. Contributions received by Empower in good order prior to the close of any Business Day will be processed effective that Business Day, at that Business Day's net asset / unit values. Contributions not received by Empower prior to the close of Business Day will be processed effective the next Business Day. 6.10 Monitoring the Deferral Limits. Unless otherwise Directed, Empower will monitor Participants' total deferrals under the Plan for the calendar year and provide warning messages for payroll contributions processed within the Plan Service Center (PSC). However, it is the Plan Sponsor's responsibility to ensure that the applicable limit(s) for the Plan are not exceeded. Any distributions requested by the Plan Sponsor to correct excess deferrals will be appropriately tax reported. 6.10.1 Empower will provide assistance to Participants in calculating special catch-up contributions. Plan Sponsor acknowledges that Participants are fully responsible for the accuracy of these calculations. 6.11 Investment Transfers of Existing Assets. Empower or its designee will process investment transfers or exchanges, as applicable, received in good order subject to any conditions and/or limitations imposed by the available Investment Options under the Plan or Investment Option Sponsors. Empower will pass to the Plan trustee or custodian, as applicable, Directions to execute or record as appropriate the corresponding transactions involving the assets of the Plan's trust. Requests for Participant - initiated transfers between Investment Options will be processed if the request is received by Empower in good order prior to market close on a Business Day. Any transfer request not received by Empower during a Business Day will be processed the next Business Day, or such earlier time as may be required in order to comply with applicable law. 31 City Council 19 — 34 9/19/2023 6.12 Plan Loans. Empower will administer Participant account reduction loans repaid by payroll deduction for active Participants or ACH for terminated Participants, pursuant to the Plan's loan policy, as amended from time to time. Loan requests may be initiated through the VRU or Participant website. The following loan administration fees will apply to all Participant loans initiated after the Schedule Effective Date. $50.00 loan origination fee will be deducted from the amount of each loan processed. $25.00 annual loan maintenance and conversion fee per loan will be deducted from the Participant's account in the amount of $6.25 per quarter. 6.13 Distributions. 6.13.1 Empower will make payments to Participants pursuant to a Participant's request and Plan Sponsor's Direction received in good order and will debit Participant accounts accordingly. 6.13.2 Except for those certain distributions described in Section 8 [Signatureless Services] of this Schedule, Plan Sponsor agrees to provide a signature authorization for certain distribution requests, including but not limited to distributions, alternate payee distributions and beneficiary distributions. Empower reserves the right to charge an additional fee for services related to other distributions outside the ordinary course of plan administration. 6.13.3 Tax Withholding and Reporting of Distributions. 6.13.3.1 Responsibility for Withholding and Reporting. Plan Sponsor appoints Empower or its designee as its agent to perform income tax withholding and reporting for all distributions Empower processes and to collect and remit state documentary stamp or similar taxes on all loans Empower processes, to the extent applicable. Plan Sponsor agrees to provide all information needed by Empower to perform these services. Empower or its designee shall deposit the income tax withheld with the Internal Revenue Service ("IRS") and other appropriate governmental entities, as applicable, on or before the applicable due dates for such remittances. Empower will complete necessary tax reporting forms for distributions it processes, file the tax reporting forms with the IRS or other governmental authority, as applicable, and send copies to the distributee. Distributions to a person subject to reporting and withholding rules that differ from those applicable to United States residents will be subject to withholding applicable to non-resident aliens unless otherwise Directed by the Plan Sponsor. 6.13.3.2 Withholding and Reporting for Plan Sponsor Initiated Distributions and Rollovers. With respect to Plan Sponsor -initiated distributions or rollovers from the Plan, Plan Sponsor Directs Empower to rely upon the information on Empower's recordkeeping system for purposes of tax reporting and withholding, and to treat payees with U.S. addresses as U.S. persons and payees with foreign addresses as foreign persons. Plan Sponsor certifies that such information is accurate and compliant with the Foreign Account Tax Compliance Act ("FATCA") and the Code, and that required documentation supporting such information has been collected by Plan Sponsor. 6.13.4 Distribution Withdrawal Fees 32 City Council 19 — 35 9/19/2023 For each benefit disbursement the following administration fee will apply and will be assessed to the Participant: $0.00 for each benefit disbursement. 6.14 Code Section 402(f) Notice. Empower shall provide Participants with the IRS model notice, as amended from time to time, pursuant to Code Section 402(f). 6.15 Uncashed Checks. With respect to any checks issued from Plan assets during the term of the Agreement, Plan Sponsor Directs Empower to treat such checks as void after 180 days and to transfer the amounts to a plan level account on a semi-annual basis. Plan Sponsor is solely responsible for determining the appropriate handling of uncashed checks and any unclaimed property under the applicable federal and state laws including the determination and handling of amounts related to lost Participants. 6.16 Missing Participant Administrative Services. Plan Sponsor is solely responsible for identifying and locating missing Participants. Upon request by Plan Sponsor, Empower will provide reports or other information to the Plan Sponsor with respect to Participants with undeliverable addresses as reflected in Empower's records. Also at Plan Sponsor's request, Empower will provide a description of administrative services and associated fees, as updated from time to time, to assist the Plan Sponsor with identifying and locating missing Participants and reissuing benefit payments to Participants. The administrative services may include performing Participant address searches using a commercial locator service, updating Participant address records and attempting to contact Participants using certified U.S. mail. Plan Sponsor may select such services and agree to the associated fees via a separate letter of direction. 6.17 Distribution Education Services. Empower or its Affiliates will make retirement consultants available to Participants to provide distribution education services and may contact Participants who are eligible to receive distributions from the Plan to provide information regarding distribution options under the Plan including rollover services and products offered by Empower. 7 SIGNATURELESS RECORDKEEPING SERVICES 7.1 General Requirements. This Section 7 [Signatureless Recordkeeping Services] describes certain services under which Empower will process Participant requests without obtaining Plan Sponsor signature or other further approval. In doing so, Empower will not exercise any fiduciary authority or make any discretionary determinations. Rather, this Section 7 [Signatureless Recordkeeping Services] will act as Direction by Plan Sponsor for Empower to process all Participant requests that meet the stated criteria. In order to receive the signatureless services detailed in this Section 7 [Signatureless Recordkeeping Services] Plan Sponsor must utilize the Plan Service Center ("PSC") and must provide all necessary information in a PDI file. Plan Sponsor must also provide any additional information or Direction as required by, and in a form acceptable to, Empower. In addition, in most cases, Empower must be the sole recordkeeper for the Plan. If at any time Plan Sponsor does not meet these general requirements, or does not meet the specific requirements of any service described in this Section 7 [Signatureless Recordkeeping Services], Empower shall not be responsible to continue to provide such service. 33 City Council 19 — 36 9/19/2023 7.1.1 Death Benefit Claim Payment Processing. Plan Sponsor Directs Empower to process, without Plan Sponsor's further approval, death benefit claim forms received in good order from Participants under the Plan in accordance with the procedures provided by Empower to Plan Sponsor. Death benefit claim forms submitted without complete information or without a certified copy of the deceased Participant's death certificate or other required documentation will not be processed, and the claimant will be notified of the deficiency. Processing will continue once Empower receives all required information and documentation in good order. Plan Sponsor agrees to make determinations with respect to any competing claims, claims which require the Plan Sponsor's interpretation or other claims that are not specifically addressed in the procedures. In order to receive this service, Plan Sponsor must also utilize Empower's beneficiary recordkeeping and vesting tracking services, if applicable. This service shall commence following completion of initial beneficiary solicitation. 7.1.2 Participant Rollover Contributions. Plan Sponsor Directs Empower to process Participant rollover contributions received in good order pursuant to the Participant's instruction in accordance with procedures provided by Empower to the Plan Sponsor and without the Plan Sponsor's further approval. In the event that a Participant does not elect Investment Options on the incoming direct rollover form but otherwise completes the form, Plan Sponsor further Directs Empower to invest the money according to the Participant's on -going investment elections, and if none are elected, then in the Default Investment Option under the Plan at the time the incoming rollover is received. Separate accounts within the Participant's account will be maintained for such rollovers. 7.1.3 Signatureless Distributions Due to Severance from Employment for Reasons Other than Death or Disability. Plan Sponsor Directs Empower to process, without Plan Sponsor's further approval, Participant requests for distribution due to severance of employment for any reason other than death or disability, provided such requests are received in good order and in a manner acceptable to Empower. In order to receive this service, Plan Sponsor must also utilize Empower's vesting tracking service, if the Plan has a vesting schedule. If Plan Sponsor has not provided a Participant's termination date or other required information, Plan Sponsor Directs Empower to notify Plan Sponsor to obtain missing information before processing the distribution. For spousal consent purposes, Plan Sponsor Directs Empower to rely on the marital status specified by the Participant in the request form, or as stored on Empower's recordkeeping system, as applicable. 7.1.3.1 Signatureless Distribution Withdrawal Fees Due to Severance from Employment. For each benefit disbursement the following administration fee will apply and will be assessed to the Participant: $0.00 for each benefit disbursement. 7.1.4 Signatureless In -Service Distributions at Age 591/2. Plan Sponsor Directs Empower to process, without Plan Sponsor's further approval, Participant requests for age 59'/2 in-service distributions, provided such requests are received in good order and in a manner acceptable to Empower. Plan Sponsor represents that the Plan allows Participants to take in-service distributions at age 59'/z and will provide Empower with information concerning the sources eligible for such distributions. In order to receive this service, Plan Sponsor must also utilize Empower's vesting tracking service, if the Plan has a 34 City Council 19 — 37 9/19/2023 vesting schedule. If Plan Sponsor has not provided a Participant's birth date, or if there is a discrepancy between the birth date on the system and the birth date on the request form submitted by the Participant, Plan Sponsor Directs Empower to reject the request pending further information. 7.1.4.1 Signatureless In -Service Distribution Withdrawal Fees. For each benefit disbursement the following administration fee will apply and will be assessed to the Participant: $0.00 for each benefit disbursement. Voluntary In -Service De Minimis Distributions. Plan Sponsor Directs Empower to process, without Plan Sponsor's further approval, Participant -initiated De Minimis distribution requests received in good order and in a manner acceptable to Empower. 7.1.6 Required Minimum Distributions (RMDs). The Plan Sponsor Directs Empower to provide a notice to Participants who, based on the Plan records reflected on Empower's recordkeeping platform, are RMD eligible and have not already set up a RMD on Empower's system. Unless the Plan Sponsor separately Directs Empower otherwise in writing, if the Participant does not timely provide an election for the RMD as described in the notice, the Plan Sponsor Directs Empower to process a RMD with respect to such Participant in accordance with procedures provided by Empower, provided Empower has sufficient data required to make such a distribution. In order to receive this service, Plan Sponsor must also utilize Empower's vesting tracking services, if applicable. 7.1.7 Signatureless Distributions Due to Unforeseeable Emergencies. Plan Sponsor Directs and authorizes Empower to process, without Plan Sponsor's further approval, all Participant requests, received in good order and in a manner acceptable to Empower, for distributions due to unforeseeable emergency resulting in a severe financial hardship to the Participant that cannot be alleviated by any other means available to the Participant. Empower shall only process such requests if they meet the safe harbor definition set forth in the Treasury Regulations, as described below. Plan Sponsor further Directs Empower to rely on any and all representations made by a Participant in a request. The following situations shall qualify for a distribution under this section: 7.1.7.1 An illness or accident of the Participant, the Participant's spouse, or the Participant's dependent (as defined in Code §152, and for taxable years beginning on or after January 1, 2005, without regard to Code §152(b)(1), (b)(2) and (d)(1)(B)); 7.1.7.2 Loss of the Participant's property due to casualty; 7.1.7.3 The following extraordinary and unforeseeable circumstances, if they arise as a result of events beyond the control of the Participant: (a) the imminent foreclosure of or eviction from the Participant's primary residence; (b) the need to pay for medical expenses, including nonrefundable deductibles, as well as the cost of prescription drug medication; and (c) the need to pay for the funeral expenses of a spouse or a dependent (as defined in Code §152, and for taxable years beginning on or after January 1, 2005, without regard to Code §152(b)(1), (b)(2) and (d)(1)(13)) of Participant; (d) except in 35 City Council 19 — 38 9/19/2023 extraordinary circumstances, the following are examples of situations that shall NOT qualify for a distribution under this section: (i) purchase of real estate; (ii) payment of college tuition; (iii) unpaid rent or mortgage payments, except in the event of imminent foreclosure or eviction; (iv) unpaid utility bills; (v) loan repayments; (vi) personal bankruptcy (except when resulting directly and solely from illness, casualty loss or other similar extraordinary and unforeseeable circumstances beyond the Participant's control); (vii) payment of taxes, interest or penalties; or (viii) marital separation or divorce. 7.1.7.4 Plan Sponsor will make determinations with respect to any unforeseeable emergency distribution request that does not clearly fall within the guidelines set forth above. In the event of any changes to applicable law, including safe harbor defined in the Treasury Regulations, Empower may revise this Direction from time to time and without further notice to Plan Sponsor. This Direction shall remain in effect until revoked by either party. In order to receive this service, Plan Sponsor must also utilize Empower's beneficiary recordkeeping and deferral recordkeeping services. 7.1.7.5 For each Participant receiving an unforeseeable emergency distribution, Plan Sponsor Directs Empower to notify Plan Sponsor to suspend elective deferrals for the period required by the Plan, if any. Empower is Directed to deny any request where the unforeseeable emergency event occurred prior to the Schedule Effective Date, or more than one year prior to the date the request is received. Empower may contact Plan Sponsor for Direction when unusual situations arise. For each request that is denied or that cannot be processed due to its failure to satisfy an unforeseeable emergency event, Plan Sponsor Directs Empower to notify the Participant to contact Plan Sponsor if the Participant wishes to appeal the determination. 7.1.7.6 Unforeseeable Emergency & Distribution Approval Fees. Unforeseeable Emergency Approval For each unforeseeable emergency distribution approval the following administration fee will apply: $0.00 for each unforeseeable emergency approval. Distribution Withdrawal Fee For each disbursement the following administration fee will apply and will be assessed to the Participant: $0.00 for each disbursement. 7.1.8 QDRO Review and Determination Services and Fees. 7.1.8.1 Review: Plan Sponsor Directs and authorizes Empower to handle QDRO correspondence to and from involved parties and attorneys, including phone, email and other written communication. Plan Sponsor Directs Empower to distribute QDRO Procedures and Model QDRO to involved parties and attorneys. Plan Sponsor Directs Empower to place benefit holds as soon as administratively feasible pursuant to the Plan's adopted QDRO procedures. Plan Sponsor Directs Empower to acknowledge receipt of a DRO and review the terms of the DRO to determine whether the order meets the requirements of applicable federal law and satisfies the requirements 36 City Council 19 — 39 9/19/2023 contained in the Plan's adopted QDRO Procedures. After review of a DRO, Plan Sponsor Directs Empower to prepare and distribute approval, pre -approval or denial letters to the involved parties and attorneys. Plan Sponsor Directs Empower to maintain QDRO records during the term of service, including Pre -Approval, Approval and/or rejection letter(s). 7.1.8.2 Determination: Plan Sponsor Directs Empower to process the QDRO, without Plan Sponsor's further approval, by establishing a separate account for the alternate payee or making a lump sum distribution to the alternate payee. Plan Sponsor further Directs Empower to process, without Plan Sponsor's further approval, all requests, received in good order and in a manner acceptable to Empower, for distributions from alternate payee accounts established before or after the Effective Date. Plan Sponsor Directs Empower to calculate any alternate payee's QDRO amount based solely on the Participant's account records on Empower's recordkeeping system. Plan Sponsor further Directs Empower to process, without the Plan Sponsor's further approval, distribution requests received in good order and in a manner acceptable to Empower, with respect to alternate payee accounts established before the Effective Date pursuant to QDROs previously processed by Empower. The Plan Sponsor Directs Empower to calculate any alternate payee's QDRO amount based solely on the Participant's account records on Empower's recordkeeping system. 7.1.8.3 If the alternate payee's awarded share exceeds the value of the Participant's core investment account(s) under the Plan, Empower shall notify the Participant in writing to liquidate and transfer the necessary remaining sum from the SDB into the core investment options, to enable the processing of the QDRO. If the Participant fails to transfer the necessary amount within fifteen (15) Business Days of the date of the notification, and if the necessary amount is available in the SDB money market, Plan Sponsor Directs Empower to transfer such amount into the Default Investment Option. If there are insufficient available funds in the SDB money market, Plan Sponsor Directs Empower to notify the SDB provider to liquidate all of the Participant's SDB investments and to transfer the entire amount into the Default Investment Option. 7.1.8.4 QDRO Fees. For each qualified and processed QDRO, the Participant's portion of the fee will be deducted from the Participant's account balance, and the alternate payee's portion of the fee will be deducted from the alternate payee's account or from the lump sum distribution, as applicable. Empower will charge the following fee of: To cover the cost of reviewing a DRO, Empower will deduct from the Participant's and/or the alternate payee's account balance a one-time QDRO review and determination fee equal to $400.00. 7.2 Additional Service Fees. Service Current Fee/Rate Express Delivery Fees. Empower will assess an additional fee to the $40.00 per Participant upon a Participant's request for express delivery. disbursement ACH Special Handling Fee. Empower will assess an ACH special handling fee $15.00 per to the Participant upon a Participant's request for a disbursement via ACH. disbursement 37 City Council 19 — 40 9/19/2023 Reprocessing Fee. If Plan Sponsor provides incorrect or incomplete $150.00 per hour or information or provides data in an unusable electronic or hard copy paper as reasonably format, Empower will assess a fee to the Plan Sponsor to reprocess or put the determined by data into a useable format. (Submission of data in a hard copy format will be Empower considered a request to provide this service; this includes submission of Participant account takeover data). Additional Plan Work. Empower may, at its discretion, provide additional plan $150.00 per hour work at the Plan Sponsor's request, which will be charged to the Plan Sponsor at Empowers then current hourly rate or as quoted based on the additional plan work requested. *Additional Service Fees reflect current rates as of the effective date of this Agreement and may be adjusted from time to time to reflect cost increases. 7.3 Payment of Fees. All fees not paid by Participants must be paid within thirty (30) days of Empower's invoice to the Plan Sponsor unless another arrangement has been pre -approved by Empower in writing. In the event any charges or fees reasonably and properly chargeable under the terms of the Agreement, including this Schedule or other applicable documents signed by the Plan Sponsor remain unpaid sixty (60) days after the date billed, Plan Sponsor Directs Empower to deduct such expense charges from the Plan and Plan Sponsor affirms that the Plan document specifically allows such deduction from the Plan. To the extent that the forfeiture or other Plan accounts would not pay Plan expenses under the Plan document or the Plan accounts are insufficient, Plan Sponsor Directs Empower to allocate such fees to the Participant accounts, and to the investment choices in which the Participant accounts are invested, on a pro rata basis using Participant account and investment option balance ratios as of the date of deduction. Plan Sponsor agrees to amend the Plan, if necessary, to provide for the payment of expenses from Plan assets consistent with the foregoing. 7.4 Fee Guarantee. Empower's fees shall remain in effect for five (5) years from the Schedule Effective Date ("Guarantee Period"). Notwithstanding anything to the contrary, Empower reserves the right to adjust fees at any time upon written notice to Plan Sponsor in the event that: (i) Plan Sponsor elects to utilize different or additional services; (ii) Plan Sponsor changes any Investment Options utilized by the Plan that provide service fees or other compensation to Empower, if applicable; (iii) there is an employer -initiated event such as a plan merger, corporate acquisition or layoff resulting in a material decrease in Empower's revenue or requiring Empower to perform additional services; (iv) legislative, regulatory or US postal rate changes impact the Services; or (v) there is a material change in the service fees received by Empower from any Investment Options utilized by the Plan, if applicable. Empower may adjust fees at any time after the Guarantee Period expires upon written notice to the Plan Sponsor. 8 ACCESS TO RECORDKEEPING SYSTEM & SERVICE REPRESENTATIVES 8.1 Automated Voice Response System. Participants will have access to an automated voice response system via a domestic toll -free number and international toll number to inquire or make account changes from a touch-tone telephone. Inquiry services available from the automated voice response system will utilize share prices, unit values and account balances that are as of the last calculated unit value/share price. The automated voice response system will be available 24 hours a day, 7 days a week, except for routine maintenance of the system which, when necessary, will generally take place on Sunday between the hours of 2:01 am and 2:01 pm Eastern Time. However, the system may also be 38 City Council 19 — 41 9/19/2023 limited or unavailable during periods of peak demand, market volatility, systems upgrades, or maintenance, or for other reasons. 8.2 Participant Service Representatives. Participant service representatives will be available via a domestic toll -free number and international toll number to Empower to answer Participant questions and process applicable transactions each Business Day between the hours of 5:00 am and 7:00 pm Pacific Time and on Saturdays between 6:00am and 2:30pm Pacific Time. 8.3 Plan Sponsor Access to Recordkeeping System. Plan Sponsor may interface with Empower's recordkeeping system online via Empower's Plan Sponsor website to inquire or make changes while administering the Plan. Upon request, Empower representatives will be made available to assist and train employees of Plan Sponsor in properly accessing and processing transactions on the Empower's Plan Sponsor website. Empower's Plan Sponsor website will be available consistent with the availability of the automated VRU. 8.4 Participant Website 8.4.6 Website Use. Empower will, as part of the Services, host, maintain and make certain information available to Plan Sponsor and Participants on a website or websites (the "Website Services"). Plan Sponsor will not use or permit any use of the Website Services (i) in any unlawful or illegal manner; (ii) in any way that could impair the Website Services or any other party's use thereof; or (iii) to distribute, sell, resell, license or transfer any of Plan Sponsor's rights to access or use the Website Services or make the Website Services available to any third party. Any user credentials, including user identification and passwords, established by Plan Sponsor and its delegates or any Participant (each a "User ID") is issued to a specific user and may not be shared or used by any individual other than that user. Plan Sponsor will be responsible for the compliance by its users with the applicable terms of this section. Empower may terminate the User ID, or portions thereof, for any user involved in a breach of this section. Plan Sponsor acknowledges that transmissions through the internet are inherently unsecure, that virus protection software, firewalls and other security measures are not foolproof, and that the Website Services and their content are not invulnerable to fraud or hacking. In addition, Plan Sponsor acknowledges that Empower shall from time to time perform scheduled or emergency repairs, maintenance, and disaster recovery testing on the websites, and that such activity, or other circumstances beyond Empower's reasonable control, may cause the Website Services to be unavailable or delayed. Plan Sponsor agrees that Empower shall not be liable for any such delays or downtime in the Website Services, or for any virus or malicious access to the Website Services by third parties, provided that Empower has implemented and maintained security features with respect to the Website Services that are consistent with the Agreement and commercially reasonable industry standards. 8.4.7 Access to Participant Website. Participants will have access via a custom URL www.santaana457.com, to a mobile responsive website to inquire or make certain account changes via the internet. In addition, Participants can download a complimentary Android app and an iOS phone, iPad and Apple Watch app. The Android and Apple Watch apps currently support inquiry -only capabilities while the iOS phone / iPad app supports both inquiry and certain change capabilities. All such apps will be subject to the terms of the Agreement, as related to privacy and data security. 39 City Council 19 — 42 9/19/2023 8.4.8 Website Availability. The website will include the Plan Sponsor's logo and be available 24 hours a day, 7 days a week, except for routine maintenance of the system which, when necessary, will generally take place on Sunday between the hours of 2:01 am and 2:01 pm Eastern Time. However, the system may also be limited or unavailable during periods of peak demand, market volatility, systems upgrades, or maintenance, or for other reasons. 8.4.9 Enhancements. Empower may periodically update or add new content, features, services, tools or other functionality to the Participant website or other Empower Software as part of its ongoing enhancement of the Services offered to Plan Sponsor or its Participants. Such additions will be offered at no additional cost unless expressly agreed by Plan Sponsor or Participants (as applicable). 9 PARTICIPANT COMMUNICATION AND EDUCATION 9.1 Participant Education. Empower will provide support for employee enrollment and education meetings, and will provide employee education and communications materials, including education and planning tools through the internet: 9.1.1 Empower will provide 28 educational or enrollment meetings in year one, to be used as Directed by Plan Sponsor; and 28 educational or enrollment meetings will be provided annually thereafter to be used as Directed by Plan Sponsor. Any additional educational or enrollment meetings will be provided for a fee of $500 per day. 9.1.2 An assigned representative will provide communication and marketing services exclusively to the Plan. Such representative will be responsible for all group meetings as Directed by Plan Sponsor. 9.2 Communication Materials. Empower will provide Participant educational and communication materials regarding financial investing and retirement options. These materials may include, but are not limited to, newsletters, brochures, and other materials as mutually agreed upon. The materials will be customized with a specific brand designed for the Plan, including enrollment kit, Participant website and educational flyers. 9.3 Group Presentations. Empower representatives will conduct group presentations at which some or all of the following will be communicated: (i) summary of the key provisions of the Plan; (ii) summary of authorized Investment Options; (iii) discussion of Services including VRU inquiry, retirement planning, and investment seminars; and (iv) instructions on how to sign up for the Plan. 9.4 Individual Counseling Sessions. Upon request, Empower representatives will conduct prescheduled individual counseling sessions, utilizing a Participant paycheck analysis, an asset allocation model and retirement counseling services, as Directed by Plan Sponsor. 9.5 Plan Sponsor Committee Meetings. Upon request, an Empower representative will attend periodic Plan Sponsor committee meetings and will be prepared to provide information regarding the Plan and its activities. 9.6 Communications and Education Plan Meetings. Empower will prepare a communications and education plan for review by Plan Sponsor. Such Plan will be finalized in a mutually agreeable manner. 40 City Council 19 — 43 9/19/2023 9.7 Financial Wellness. Empower will provide employee plan and investment education and communications materials, including education and planning tools. 9.7.2 Empower Participant Experience. With certain exceptions, Empower provides Participants with an estimated hypothetical monthly retirement income and goal based on a number of factors including the Participant's Plan assets, Plan contribution rates and compensation data on the Participant website. 9.7.3 Financial Wellness Services. Empower's financial wellness program provides Participants with tools and services to review overall financial wellness including tools that allow Participants to complete a personalized online assessment, the output of which provides the user with ideas on the next steps they can take to address financial concerns they identified when completing the assessment and educational resources to learn more about financial topics of interest, including a learning center with educational content on certain financial wellness topics. Empower or its affiliates may make retirement education consultants available to Participants to provide financial wellness consultations and may contact Participants to offer financial wellness consultations. Consultations involve topics such as (but not limited to): budgeting, saving, student debt, debt prioritization, life insurance, managing investments and consolidating assets. Empower's financial wellness tools, services and consultations may include information on financial products and services made available by Empower or third -party providers. Participants may pay fees if they choose certain products. Empower may receive fees and other payments from the products selected by Participants. More information on the applicable financial wellness products and the fees and payments that may be received by Empower is available upon request. 9.7.4 Participant Fiduciary Services. Empower may offer investment advice and provide recommendations as a fiduciary under applicable law to Participants on certain Plan transactions, such as point -in -time investment advice on designated investment alternatives, investment advisory services available under the Plan, and recommendations on distribution and rollover options, which may include services and products offered by Empower and its Affiliates. When Empower acts as a fiduciary, it will do so in the best interest of the Participants. Empower will provide such fiduciary services pursuant to applicable law. 10. REPORTING SERVICES 10.1 Participant Reporting. Empower will provide Participants a confirmation for transactions involving investment allocations, investment transfers, contribution rates, change of address, rollover contributions, and rebalance activity. Empower will also make available to each Participant account information on at least a quarterly basis, including beginning and ending balances, all contributions and transactions processed, interest credited or change in value, fees and withdrawals deducted, transfers processed and performance data on Investment Options held by the Plan to the extent such data is provided by the Investment Option Sponsor, personal rate of return on investments, account balance translated into an estimated monthly income amount, and balance in the SDB, as applicable. Participants' statements shall be distributed in accordance with Section 4.8 [Electronic Delivery] of this Schedule. Statements will be available within fifteen (15) Business Days after receipt of final information in good order from third party sources. 41 City Council 19 — 44 9/19/2023 10.2 Plan Sponsor Reporting. Empower will provide an Employer Plan Summary Report to Plan Sponsor, summarizing Plan -level assets and Participant account balances, within thirty (30) Business Days after each calendar quarter end ("Employer Plan Summary Report"). The following Plan information will be addressed in the Employer Plan Summary Report: (i) summary of Plan transactions and assets; (ii) summary of contributions processed; (iii) withdrawals; (iv) annuities purchased, if applicable; (v) periodic payments; (vi) Investment Option grand totals — summarizes both dollars and units/shares and Plan activity; (vii) Investment Option totals by money type — summarizes both dollars and units/shares and money type activity; (viii)Participant summary — a report of account activity for each Participant. 10.3 Additional Optional Services and Fees Additional Services and Fees Plan Document Services If the Plan Sponsor is using a plan document offered by Empower, Empower will provide the Plan document including an applicable adoption agreement for execution, and any Plan document amendments that may be required due to change in applicable law, prior to the date required. Fees for Plan Document If applicable, preparation of Empower sample plan document, including Services amendments: No additional fee. Annual Plan Review Plan Sponsor will receive an annual Plan review including the following information: (i) review of enrollment efforts; (ii) asset allocation information, contributions, distributions (Investment Options and fixed/variable split); (iii) voice response usage and enhancements; (iv) benefit payments; (v) direct online system access — current services and available services; (vi) legislative updates. Regulatory Updates Empower will periodically make information available to Plan Sponsor concerning federal legislative activity of which Empower is aware that may affect the Plan and related funding contracts. Such information, however, does not constitute legal or tax advice regarding the legal sufficiency of the Plan. 11. TRANSITION ASSISTANCE SERVICES 11.1 Transition Services. Empower agrees to support the transition of recordkeeping and administrative services ("Transition Services") to a successor service provider subject to the terms and 42 City Council 19 — 45 9/19/2023 conditions of the Agreement. Empower shall provide the following Transition Services prior to the Service End Date (as defined below) of the Agreement. 11.2 Planning. Participate in conference calls and in -person meetings, as needed, with Plan Sponsor and the successor service provider to designate the transfer team, define communication channels, discuss the transfer process and define expectations, responsibilities, and applicable deadlines. Empower will designate a transition Project Manager to lead and be the contact person for the transition effort. In the event Plan Sponsor requests that the Project Manager or other deconversion team member attend a transition services meeting in person at a site other than Empower's office location, Empower's fees for time and travel for such in -person meetings are $1,500 per day, per person. 11.3 Data Layouts. Provide the successor service provider with data layouts for Participants and Plan Data residing on Empower administration systems, including but not limited to data layouts for paper statement indicators, rebalance frequency elections, ACH indicators, outstanding loan terms and payment amounts, powers of attorney on file, and dividend pass -through elections. The data layouts will correspond to Empower standard file formats. 11.4 Plan Materials. Upon termination, Empower shall provide the successor service provider with copies of all Plan summaries, individual Participant statements (upon request) and other forms, reports, or web content; provided, however, Empower will provide such Plan materials only to the extent designed specifically for the Plan and not deemed by Empower to be proprietary. In addition, Plan Sponsor agrees, and will require any third party to whom Plan Sponsor provides the materials to agree, to maintain the confidentiality of all Empower materials and information, including but not limited to web content, communications material, and information on Empower's Plan Sponsor Website. 11.5 "Test" Data Transfer Files. Provide the successor service provider with two (2) full volume test extract data transfer files for the Plan. Such files will be provided at a time mutually agreed upon by the parties. Control totals and standard Empower reports will accompany the files. 11.6 "Refresher" Data Transfer Files. Provide the successor service provider with one (1) full volume test extract refresher data transfer files for the Plan. Such files will be provided at a time mutually agreed upon by the parties. Control totals and standard Empower reports will accompany the files. 11.7 "Live" Data Transfer Files. Provide the successor service provider with one (1) full live data transfer file to the successor service provider in Empower standard file format for the Participant and Plan Data residing on Empower administration systems as of a date mutually agreed upon by the parties. The live data file will be in the same format as the test data file or in the test data file format. Control totals and standard Empower reports will accompany the live data transfer file. 11.8 Questions about Data on Transfer Files. Provide up to twenty-five (25) aggregate hours of Empower's time to answer questions about system data provided by Empower on the test data transfer files, the refresher data transfer files and the live data transfer file. Empower will charge the Plan or Plan Sponsor at then -current hourly rates for time spent in excess of twenty-five (25) hours. 11.9 Answering Questions. Provide up to twenty-five (25) aggregate hours of Empower's time responding to questions about Plan administrative practices and communication materials used by Empower in servicing the Plan. Empower will charge the Plan or Plan Sponsor at then -current hourly rates for time spent in excess of twenty-five (25) hours. 43 City Council 19 — 46 9/19/2023 11.10 Final Participant Valuation. Send to the successor service provider, at a mutually agreed upon date, reports of all historical files, documents and records necessary for the continuing administration and recordkeeping of the Plan in electronic form (where available) and/or paper form ("Final Participant Valuation"). As of the Service End Date, the Final Participant Valuation includes: (i) Current Participant indicative and financial data; (ii) Participant level reports; (iii) Plan level totals; (iv) Investment valuation statement; (v) Employee loan status report; (vi) Loan summary report; (vii) Deemed loan report; (viii) Highest outstanding loan balance report; (ix) RMD report; (x) Installment tax withholding report; (xii) On- line beneficiary data, if maintained by Empower; and (xiii) Scanned beneficiary forms, if maintained by Empower. Notwithstanding the foregoing, the parties acknowledge that the reports and information identified as Final Participant Valuation are subject to change based upon changes in plan administration and/or system requirements. Plan Sponsor acknowledges that at the mutually agreed upon date, Empower will provide only those reports applicable to the Plan and currently available from Empower's recordkeeping system. 11.11 Open Participant Case Records. Send open case records at a mutually agreed upon date, or Service End Date, if later, to Plan Sponsor or to successor service provider at Plan Sponsor's Direction. 11.12 Year-end Processing. For Services that conclude as of December 31 for a calendar year plan or the end of the Plan's fiscal year, as applicable, perform any compliance testing, government filings, or other reporting required as of that year-end. For Services that conclude as of any date other than December 31, perform any government filings for completed Services (e.g., Forms 1099-R for Participant distributions) and provide to Plan Sponsor the same year-end reports and information otherwise provided for a calendar or fiscal year, as applicable, but only reflecting the portion of the calendar or fiscal year, as applicable, for which Services were provided. 11.13 Fees Related to Transition Services. In the event Plan Sponsor requests Empower to provide additional or extraordinary Transition Services (beyond those described in items 11.1 through 11.12 above) including, but not limited to, change in data layout, change of data elements in standard layouts, number of data transfer files, or services beyond Service End Date, Empower reserves the right to charge the Plan or Plan Sponsor, as Directed by the Plan Sponsor, for additional or extraordinary Transition Services at then -current hourly rates. Empower shall receive payment for services rendered within 30 days of invoice delivery. In the event payment is not received within the stated timeframe all Transition Services will cease until such time payment is received. 11.14 Transition Services after Service End Date. In addition to the foregoing, Empower agrees to provide the following Transition Services for ninety days following the Agreement's termination effective date ("Service End Date"). 11.14.1 Provide up to 20 hours of Empower's time responding to questions from the Plan Sponsor or its auditor. Empower will charge the Plan or Plan Sponsor at then -current hourly rates for time spent in excess of 20 hours. 11.14.2 To the extent information and/or reporting is readily available from Empower's systems, Empower agrees to provide to the successor service provider the following Transition Services for up to 110 requests per month: (a) loan repayment information; (b) Participant account balances as of 44 City Council 19 — 47 9/19/2023 specific dates; (c) Participant account earnings and/or dividends for specific time periods; (d) distribution history information; (e) reporting or respond to other Participant account history information requests; (f) Participant account history information (excluding QDRO related information); (g) Participant Statements; (h) Duplicate Forms 1099-R; (i) Provide QDRO related account history; (j) Respond to questions regarding Plan specific processes, provided however that if the number of requests exceeds 110 in any given month, a per -request fee of $500 will be assessed. [Signature Page Follows] 45 City Council 19 — 48 9/19/2023 By signing this Recordkeeping Services Schedule, the parties certify that they agree to be bound by its terms and it's to be executed by their respective duly authorized officers as of the Schedule Effective Date. Empower Annuity Insurance Company Signature Daniel A. Morrison Printed Name Senior Vice President, Government Markets Title 8/30/2023 Date Signed 46 City of Santa Ana Signature Printed Name Title Date Signed ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Laura A. Rossini Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: Kathryn Downs Executive Director of Finance City Council 19 — 49 9/19/2023 EXHIBIT A-1: APPROVED QDRO PROCEDURES AND MODEL FORM FOR QUALIFIED PLANS For the City of Santa Ana Deferred Compensation Plan, 960140 1. INTRODUCTION. Empower has arranged for QDRO Consultants to review domestic relations orders (DROs) related to the Plan, and to determine whether they are qualified domestic relations orders (QDROs). The Plan is a defined contribution plan that provides a Participant with a benefit equal to the vested portion of the Participant's account balance. 1.1. These QDRO Procedures help Plan Participants and other interested parties prepare QDROs more effectively and efficiently. Among other things, these QDRO Procedures explain: • Who to contact for relevant information or Plan documents; • The required information that must be in a DRO; • The important information that should be in a DRO, and how the DRO will be interpreted if such information is not included; • Model or sample language to assist the parties in preparing a DRO; • Where to send a draft or Executed DRO for review; • How the Alternate Payee's interests will be protected during the DRO review process, including any time or other limits on the review period; • The opportunity to revise a rejected DRO; • Who the Alternate Payee should contact to begin benefit payments; and • What happens when the Participant or Alternate Payee dies. 2. CONTACT INFORMATION. If you have questions or requests related to the review or determination of a QDRO, please contact QDRO Consultants at: QDRO Consultants www.qdros.com/contact If you need a Participant's benefit statement, Plan documents (such as a summary plan description), or if you have other questions or requests related to the Plan or a Participant, please contact the Plan Recordkeeper at: Empower P.O. Box 173764 Denver, CO 80217-3764 Phone: 1-800-338-4015 Fax: 1-866-633-5212 47 City Council 19 — 50 9/19/2023 3. DEFINITIONS TO QDRO EXHIBIT Alternate Payee: An Alternate Payee is a Participant's spouse, former spouse, child, or other dependent who is assigned Plan benefits in a DRO. Approval Letter: A letter to the interested parties that indicates QDRO Consultants has approved an Executed DRO and explains how the Plan Administrator will administer the QDRO's terms and provisions. Domestic Relations Order (DRO): Generally, a DRO is a court order, or an order issued by another authorized state agency, that (1) is made pursuant to a state domestic relations law, and (2) provides for payment of child support, alimony, or marital property rights to an Alternate Payee. Empower: Empower is a retirement plan recordkeeping financial holding company based in Greenwood Village, Colorado, United States. ERISA: ERISA is the acronym for the Employee Retirement Income Security Act of 1974, as amended, which governs most retirement and pension plans. Executed DRO: A DRO that is signed and file stamped by the appropriate state court, or signed and dated by the relevant state agency, including a copy of such DRO. Participant: An individual who has a benefit in the Plan. Plan: The defined contribution plan identified in these QDRO Procedures. Plan Administrator: The person(s) or entity designated by the Plan's sponsor to have primary authority and responsibility to administer the Plan's terms and provisions. Pre -Approval Letter: A letter to the interested parties that indicates QDRO Consultants has approved a draft DRO that would be a QDRO if it were an Executed DRO. QDRO Consultants: QDRO Consultants Co., LLC ("QC"), was hired by Empower Retirement to review DROs to determine whether DROs are qualified pursuant to the Plan's QDRO procedures, and to send relevant notices to the interested parties. Qualified Domestic Relations Order (QDRO): A QDRO is a DRO that (1) requires the Plan Administrator to assign or transfer some or all of a Participant's Plan benefits to an Alternate Payee, (2) contains the information required by ERISA Section 206(d)(3)(C), (3) does not violate the restrictions in ERISA Section 206(d)(3)(D), and (4) satisfies the other requirements contained in these QDRO Procedures. Also, a DRO is not a QDRO until QC has determined, consistent with the Plan Administrator's instructions, that the DRO is qualified. 4. QDRO CONTENTS. Generally, a DRO must contain certain "required information" to be a QDRO, and should include certain other "important information." The subsections below discuss these categories of information in more detail. 48 City Council 19 — 51 9/19/2023 Model QDRO Language, which addresses all required issues, can be provided to assist you in preparing the DRO. 4.1. REQUIRED INFORMATION Generally, QC will reject a DRO that does not contain the required information listed below, or includes instructions that are not clear. However, if a DRO does not contain a party's last known mailing address, social security number, and/or date of birth, and if QC otherwise receives the missing information, QDRO Consultants will review the DRO as if it contains the missing information. Also, if a DRO contains a retirement plan name that is not the Plan's exact legal name, as identified below, and if it is clear that the plan referenced in the DRO is intended to be the Plan, QC will review the DRO as if it contains the Plan's legal name. Names and Addresses: The DRO must include the names and last known mailing addresses of the Participant and Alternate Payee. Social Security Numbers: The DRO must include the social security numbers of the Participant and Alternate Payee. For privacy reasons, you may provide these in a separate document. Dates of Birth: The DRO must include the dates of birth for the Participant and Alternate Payee. For privacy reasons, you may provide these in a separate document. The Plan's Legal Name: The DRO must identify the Plan by its legal name: City of Santa Ana Deferred Compensation Plan State Domestic Relations Law: The DRO must state that it is made pursuant to a state domestic relations law. Child Support / Alimony / Marital Property Rights: The DRO must indicate that it provides child support, spousal support, and/or marital property rights to the Alternate Payee. Alternate Payee's Benefits: The DRO must clearly state the portion of the Participant's Plan benefits that is assigned to the Alternate Payee, either as a lump -sum dollar amount OR a percentage of the Participant's account balance, and must include the date as of which the assignment is effective ("Assignment Date"). The current recordkeeper cannot obtain account balance information or calculate investment gains/losses on any Participant accounts for periods prior to the restriction date as determined by Empower Annuity Insurance Company, which is October 1, 2023 ("Restriction Date"). Therefore, the DRO must not contain an Assignment Date that is prior to the Restriction Date. Payment Date: The DRO must include language that permits the Alternate Payee to elect to begin receiving his/her benefits as soon as administratively possible after the date that QC determines that the DRO is a QDRO or, if later, at the earliest date permitted under the Plan. Payment Period: The DRO must include language that the Alternate Payee shall receive his/her benefits in a single lump -sum payment, or in any other form of payment that the Plan permits. 4.2. IMPORTANT INFORMATION / DEFAULT PROVISIONS 49 City Council 19 — 52 9/19/2023 The DRO should also address the following issues. If it does not QC will review the DRO as if it includes the default provision identified below for that issue. Investment Gains/Losses: The DRO should specify whether the Alternate Payee's share of the Participant's benefits will be credited with investment earnings (which include both gains and losses) from the Assignment Date to the date that the Plan Administrator establishes and funds a separate account for the Alternate Payee ("Segregation Date"). If the DRO is silent on this matter, the Plan Administrator will credit investment earnings to the Alternate Payee from the Assignment Date to the Segregation Date. The Plan Administrator will always credit investment earnings to the Alternate Payee's account from the Segregation Date to the date the Alternate Payee receives payment of his/her benefits. Allocation to Alternate Payee from Participant's Accounts: The DRO should state how the Alternate Payee's assigned benefits shall be allocated from all of the Participant's vested sub - accounts and/or investment funds (excluding any Plan loan) as of the Segregation Date. If the DRO is silent on this matter, the Plan Administrator will administer the QDRO as if it included a provision to allocate the Alternate Payee's assigned benefits on a pro rata basis from all of the Participant's vested sub -accounts and/or investment funds (excluding any Plan loan) as of the Segregation Date. Initial Investment of Alternate Payee's Benefits: The DRO should state how the Alternate Payee's benefits shall be initially invested. If the DRO is silent on this matter, the Plan Administrator will administer the QDRO as if it included a provision for the Alternate Payee's benefits to be initially invested in the same funds and in the same proportion as the Participant's account. The DRO should also state that the Alternate Payee may then elect any investment option that the Plan offers. Participant Loans: If the DRO assigns a percentage of the Participant's account balance to the Alternate Payee, the DRO should specify whether the Participant's Plan loans, if any, will be included or excluded in the Participant's account balance when calculating the Alternate Payee's share of the Participant's benefits. The examples below show that including Plan loan value will increase the amount assigned to the Alternate Payee. Example — 50% assignment / Excluding loan balance Participant's Total Account Balance $100,000 Participant's Outstanding Loan Balance $20,000 Participant's Account Balance Excluding Loans $80,000 ($100,000 - $20,000) 50% Assignment to Alternate Payee (0.5 x $80,000) $40,000 Example — 50% assignment / Including loan balance Participant's Total Account Balance $100,000 Participant's Outstanding Loan Balance $20,000 Participant's Account Balance Including Loans $100,000 (loan is not subtracted) 50% Assignment to Alternate Payee (0.5 x $100,000) $50,000 50 City Council 19 — 53 9/19/2023 Please note that even if a portion of the Participant's Plan loan value is transferred to the Alternate Payee, no portion of the actual Plan loan (i.e., the obligation to pay it back) may be transferred to the Alternate Payee. The Participant will have to pay back the entire loan. If the DRO is silent on this matter, the Plan Administrator will administer the QDRO as if it specified that the Participant's Plan loans will be excluded from the Participant's account balance for this purpose. Alternate Payee's Death: The DRO should specify that, if the Alternate Payee dies before receiving payment of his/her entire benefit, the Plan shall pay any remaining benefits to the Alternate Payee's beneficiary. If the DRO is silent on this matter, the Plan Administrator will administer the DRO as if it included this default provision. Participant's Death: The DRO should specify that the Participant's death shall not affect the Alternate Payee's right to his/her benefits as provided in the QDRO. If the DRO is silent on this matter, the Plan Administrator will administer the DRO as if it included this default provision. QDRO Review and Determination Fee: To cover the cost of reviewing a DRO, the Plan Administrator will deduct from the Participant's and/or the Alternate Payee's account balance a one-time QDRO review and determination fee equal to $400. This fee applies even if QC does not approve the DRO. The DRO should specify, from among the following options, how the fee should be allocated between the Participant's and/or the Alternate Payee's account balance: • Divided equally between the Participant and the Alternate Payee; • Charged entirely to the Participant; or • Charged entirely to the Alternate Payee. If the DRO is silent on this matter, the Plan Administrator will administer the DRO as if it specified that the fee be divided equally between the Participant and Alternate Payee. Regardless of how the DRO directs the fee to be allocated, when you first submit a DRO (regardless of whether it is a draft or Executed DRO) to QC, the Plan Administrator will deduct the entire fee from the Participant's account balance. If QC approves the DRO, the Plan Administrator will reduce the amount of benefits assigned to the Alternate Payee by the portion of the fee, if any, that is allocated to the Alternate Payee. 5. DRO REVIEW PROCESS When you have prepared a DRO and you would like the Plan to enforce it, you must submit the DRO to QC for review. To ensure timely receipt, DROs should be securely submitted at https://gdros.com/submit. Please see the "CONTACT INFORMATION" section above for QC's contact information. Consistent with these QDRO Procedures and as directed by the Plan Administrator, QC will determine whether an Executed DRO qualifies as a QDRO, or whether a draft DRO would qualify if it were executed. The Plan Administrator will typically place a "hold" on the Participant's Plan benefit during the period of the review to protect benefits that may be assigned to the Alternate Payee, as described in the "BENEFIT HOLD / RESTRICTION" section below. 51 City Council 19 — 54 9/19/2023 5.1. Review of Draft DROs: The Plan Administrator will enforce only an Executed DRO that qualifies as a QDRO. However, you may choose to submit a draft DRO to QC for review before having it executed. Addressing potential issues in the DRO before having it executed reduces the likelihood that you will need to submit multiple revised drafts to the court. 5.2. DRO is Rejected. If QC rejects a DRO, QC will promptly notify the Participant, Alternate Payee, and their attorneys and/or representatives in writing, including the specific reason(s) why the DRO failed to qualify. 5.2.1.Revise a Rejected DRO: Generally, interested parties will have an opportunity to revise a rejected DRO and to resubmit it to QC for another review and determination. However, there is a maximum period the Plan Administrator will "hold" a Participant's benefit during the DRO review process, as described in the "BENEFIT HOLD / RESTRICTION" section below. 5.3. DRO is Approved. If QC determines that a DRO is a QDRO, QC will promptly send a Pre - Approval Letter (for a draft DRO) or an Approval Letter (for an Executed DRO) to the Participant, Alternate Payee, and their attorneys and/or representatives. 6. BENEFIT HOLD / RESTRICTION The Plan Administrator will place a "hold" on the Participant's Plan benefit during the DRO review process, as well as upon certain other triggering events. The hold will protect benefits that may be assigned to an Alternate Payee by preventing the Participant from receiving any benefit payments from the Plan. 6.1. Placing a Benefit Hold QC will direct the Plan's recordkeeper to place a hold on a Participant's Plan benefit as soon as administratively feasible after receiving any of the following: • Draft DRO; • Executed DRO; • Other court order that attempts to place a hold on, or assign part of, a Participant's Plan benefit (e.g., temporary restraining order, income withholding order, etc.); • Joinder or other similar court document that attempts to join the Plan as a party to a domestic relations proceeding; • Letter of adverse interest or other written notice from a potential Alternate Payee, or his/her attorney, that the Alternate Payee has an interest in the Participant's Plan benefit; or • Plan Administrator's written direction to place a hold. Divorce Decree — QC will direct the recordkeeper to place a hold if it receives a divorce decree or similar court order. Please Note — Simply requesting a copy of the Plan's QDRO Procedures or Model QDRO is not sufficient to place a hold on a Participant's Plan benefit. Generally, a benefit hold will continue until it is removed by a subsequent action, as described in the subsection below. 6.2. Removing a Benefit Hold 52 City Council 19 — 55 9/19/2023 The requirements to remove a benefit hold may be different depending on the reason the hold was placed. Each paragraph in this subsection lists, in bold type, a document that can cause a hold to be placed, followed by the method(s) to remove a hold placed pursuant to that document. 6.2.1. Draft DRO / Letter of Adverse Interest: If a benefit hold was placed due to receiving a draft DRO, or a letter of adverse interest or similar written notice, QC will direct the Plan's recordkeeper to remove the hold upon receiving any of the following: • Executed DRO (at which time an Executed DRO benefit hold will commence); • Subsequent court order to remove the hold, or that clearly indicates the Alternate Payee has no interest in the Participant's Plan benefit; • Plan Administrator's written direction to remove the hold; or • Notarized letter from the Alternate Payee, or letter from his/her attorney, that requests the removal of the hold, and that names the Plan and the Participant. 6.2.2. Executed DRO: If a benefit hold was placed due to receiving an Executed DRO, QC will direct the Plan's recordkeeper to remove the hold (1) if it approves the DRO, or (2) upon receiving any of the following: • Subsequent Executed DRO that vacates or revises the prior Executed DRO (at which time a new Executed DRO benefit hold will commence); • Subsequent court order that terminates the Alternate Payee's right to the Participant's Plan benefit, including an order to vacate the Executed DRO; or • Plan Administrator's written direction to remove the hold. 6.2.3. Other Court Order / Joinder: If a benefit hold was placed due to receiving a court order, other than a DRO, or a joinder or other similar court document, QC will direct the Plan's recordkeeper to remove the hold upon receiving any of the following: • Executed DRO (at which time an Executed DRO benefit hold will commence); • Subsequent court order to remove the hold, that vacates the court order orjoinder that caused the hold, or that clearly indicates the Alternate Payee has no interest in the Participant's Plan benefit; or • Plan Administrator's written direction to remove the hold. 6.2.4. Plan Administrator's Written Direction: If a benefit hold was placed due to receiving the Plan Administrator's written direction, QC will direct the Plan's recordkeeper to remove the hold only upon receiving the Plan Administrator's subsequent written direction to remove the hold. 7. EFFECT OF REMOVING HOLD / SUBSEQUENT DRO Approved DRO Before Hold Removal: If QC approves an Executed DRO before a benefit hold is removed, the Alternate Payee will receive payments from the Plan pursuant to the QDRO. 53 City Council 19 — 56 9/19/2023 No Approval Before Hold Removal: If QC does not approve an Executed DRO before a benefit hold is removed, the Participant will be permitted to elect to receive a distribution if he/she is otherwise eligible. Approved DRO After Hold Removal: If QC approves an Executed DRO after a hold is removed, the QDRO will be applied on a prospective basis only. 8. MISCELLANEOUS 8.1. Fair Split of Participant's Benefits QC will not answer questions regarding whether a QDRO has fairly or equitably divided the Participant's benefits among the Participant and Alternate Payee. Instead, QC's role is limited to the technical requirements of DRO review and QDRO determination. It is the responsibility of the parties and/or their attorneys to determine what is fair and equitable, and to negotiate the QDRO's substantive provisions. 8.2. Incorrect Payments The Plan Administrator has the right to require the Participant and/or the Alternate Payee to return to the Plan any overpayment. An overpayment is any Plan payment (or portion of a payment) to a party that was not required by the Plan or a QDRO. If the overpayment should have been paid to the other party, the Plan will recover the overpayment from the overpaid party and, in turn, will pay that amount to the other party. 8.3. QDROs Issued After Death A DRO will not fail to qualify as a QDRO solely because it was submitted to the Plan Administrator after the death of the Participant or Alternate Payee. For example, if an attorney submits a draft DRO to be preapproved and the Participant or Alternate Payee dies before the DRO is signed by the court, the Plan Administrator would honor an Executed DRO submitted after the Participant's or Alternate Payee's death if it otherwise would qualify as a QDRO. 8.4. Begin Alternate Payee's Benefit Payments If QC approves a DRO, and if the Alternate Payee is eligible to begin receiving his/her assigned benefits, the Alternate Payee must contact Empower Retirement at 1-800-338-4015 to obtain the appropriate payment forms and instructions. The Alternate Payee should allow sufficient time subsequent to approval of the DRO for the Plan Recordkeeper to calculate and segregate the Alternate Payee's assigned benefit, before contacting Empower Retirement. 8.5. Federal Taxes The Internal Revenue Code provides that an Alternate Payee, who is the Participant's spouse or former spouse, is responsible for all federal taxes on Plan distributions to the Alternate Payee. On the other hand, for distributions to an Alternate Payee who is the Participant's child or other dependent, the Participant is responsible for all such federal taxes. A QDRO may not change these rules of federal taxation and, as a result, a DRO does not need to identify which party is responsible. If a DRO does address federal taxes, QC will not reject the DRO even if it is inconsistent with federal tax law. However, the Plan Administrator will report distributions as required by law, regardless of any conflicting provisions in the QDRO. 54 City Council 19 — 57 9/19/2023 [NAME OF PARTY] Petitioner, and [NAME OF PARTY] Respondent. QDRO MODEL FORM Case No. Qualified Domestic Relations Order This domestic relations order ("Order") is intended to be a qualified domestic relations order ("QDRO"), as defined in Section 206(d)(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and in Section 414(p) of the Internal Revenue Code of 1986, as amended ("Code"). 1. Plan Name: This Order applies to the City of Santa Ana Deferred Compensation Plan (Plan), as well as to any successor plan to the Plan. 2. Participant Information: The name, last known address, social security number, and birth date of the Plan "Participant" is: Name: Address: Email: Social Security Number: See Personal Information Addendum Form Birth Date: See Personal Information Addendum Form *For security purposes, QDRO Consultants strongly encourages parties and/or their counsel to use the Personal Information Addendum Form. Participant's Attorney Information: Attorney's Name: Address: _ Phone: _ Email: 3. Alternate Payee Information: The name, last known address, social security number and birth date of the "Alternate Payee" is: Name: Address: Email: Social Security Number:See Personal Information Addendum Form Birth Date: See Personal Information Addendum Form 55 City Council 19 — 58 9/19/2023 *For security purposes, QDRO Consultants strongly encourages parties and/or their counsel to use the Personal Information Addendum Form. Alternate Payee's Attorney Information: Attorney's Name: Address: Phone: Email: The Alternate Payee shall have the duty to notify the Plan Administrator in writing of any changes in his/her mailing address subsequent to the entry of this Order. 4. State Domestic Relations Law: This Order is entered pursuant to the authority granted in the applicable domestic relations laws of the State of 5. Marital Property Rights, Spousal Support, and/or Child Support: This Order relates to the provision of [marital property rights] [spousal support] [child support] to the Alternate Payee. 6. Benefit Assignment: This Order assigns to the Alternate Payee [ % OR $ 1 (but in no event more than 100%) of the Participant's vested account balance in the Plan as of the Assignment Date (or the closest valuation date thereto) ("Assignment Date"). The "Assignment Date" is * * In this blank enter the date of divorce, separation, or other appropriate or agreed upon date. Delete this instruction after filling in the blank. Any outstanding Participant loan in the Plan shall not be included in the Participant's vested account balance for purposes of determining the amount to be assigned to the Alternate Payee, and no portion of any such loan shall be assigned to the Alternate Payee. If the Participant's account balance consists of different sub -accounts and/or is invested in different investment fund options, the benefit assignment to the Alternate Payee shall be allocated on a pro rata basis from such vested sub -accounts and/or investment fund options. The assigned benefit shall be adjusted for gains and/or losses from the Assignment Date through the date that the Plan segregates the Alternate Payee's assigned benefit from the Participant's account balance. 7. QDRO Review and Determination Fee: A QDRO review and determination fee will be assessed against the Participant's account balance upon initial review of the DRO. However, once the final QDRO has been approved, the Plan Administrator will reduce the Alternate Payee's assigned share of the benefits by 50% of the fee. 8. Alternate Payee's Separate Account: Upon determining that this Order is a QDRO, the Plan shall segregate the Alternate Payee's assigned benefit into a separate account in the Alternate Payee's name. The Alternate Payee's account shall be invested in the same options and in the same proportions as the assigned benefits were invested prior to being assigned to the Alternate Payee. 9. Time and Form of Payment: The Alternate Payee may elect to receive a distribution from the Alternate Payee's account as soon as administratively feasible following the date this Order is approved as a QDRO 56 City Council 19 — 59 9/19/2023 or, if later, at the earliest date permitted under the Plan or in Code Section 414(p). The Alternate Payee may elect to receive a distribution from the Alternate Payee's account in any form available to participants and alternate payees generally under the Plan's provisions other than, if applicable, a joint and survivor annuity with respect to the Alternate Payee and a subsequent spouse. The Alternate Payee shall provide the Plan with any information and forms required to facilitate payment of the Alternate Payee's account. 10. Participant's Death: The Participant's death shall have no impact on the Alternate Payee's right to the Plan benefits assigned in this Order. 11. Alternate Payee's Death: If the Alternate Payee dies prior to complete distribution of the Alternate Payee's Plan benefits, the Alternate Payee's remaining Plan benefits shall be distributed to the Alternate Payee's designated beneficiary(ies) or, in the absence of such designation, pursuant to the Plan's default beneficiary provisions. 12. Impermissible Benefits: Nothing contained in this Order shall be construed to require the Plan (a) to provide any type or form of benefit, or any option, not otherwise provided under the Plan, (b) to provide increased benefits determined on the basis of actuarial value, or (c) to pay benefits to the Alternate Payee that are required to be paid to another alternate payee under another order previously determined to be a QDRO. 13. QDRO Determination and Notice: The Participant, Alternate Payee, and/or their representatives shall promptly deliver a copy of this Order to the Plan. As provided in ERISA Section 206(d) and in Code Section 414(p), the Plan shall determine whether the Order is a QDRO and shall provide written notice of such determination to the Participant, Alternate Payee, and, if applicable, their representatives. 14. QDRO Administration and Interpretation: Because this Order is intended to be a QDRO, the Order shall be administered and interpreted consistently with ERISA, the Code, and the Plan's terms and procedures. 15. Court's Jurisdiction: The Court shall retain jurisdiction over this Order, including to amend the Order if necessary to conform it to the original intent of the parties and/or to establish or maintain its status as a QDRO. 16. Overpayments: If the Participant receives Plan benefits that are assigned to the Alternate Payee in this Order, or if the Alternate Payee receives Plan benefits that are not assigned to the Alternate Payee in this Order, then the relevant party shall promptly return such overpayment to the Plan. 17. Participant's Actions: The Participant shall not take any action, or refrain from taking any reasonable action, that can circumvent the intent of this Order, or that can diminish the Alternate Payee's rights provided in this Order. 18. Delivery of Order: Upon entry of this DRO, any of the parties shall immediately deliver a copy of this DRO to QDRO Consultants. The parties should securely submit a DRO at https://gdros.com/submit. IT IS HEREBY ORDERED: Executed on: 57 City Council 19 — 60 9/19/2023 Judge 58 City Council 19 — 61 9/19/2023 EXHIBIT A-2: PERFORMANCE STANDARDS for the City of Santa Ana Deferred Compensation Plan (457(b) Governmental Plan) Empower agrees to provide services in accordance with the performance standards stated herein. In the event Empower does not meet the performance standards listed below, Empower will be given an opportunity to cure such failure. If Empower fails to meet the performance standard in the subsequent quarter, Empower agrees to forfeit revenue for each performance standard not met pursuant to the "Fees at Risk" column below. In no event, however, shall the total amount forfeited by Empower in any given calendar quarter exceed 10% of Empower's quarterly Basic Plan Administration Fee determined as of the beginning of each calendar quarter based upon the average daily balance of Plan assets during the calendar quarter. For illustrative purposes, the calculation for quarterly revenue placed at risk would be: [(A*B) *C], in which "A" is the quarterly Basic Plan Administration Fee for the 457(b) Plan; and "B" is the average daily balance of Plan assets during the calendar quarter; and "C" equals the lesser of the sum of the percentages attributed to each performance standard not met by Empower for a calendar quarter or 10%. 59 City Council 19 — 62 9/19/2023 SponsorPlan Participant Service Retirement Representatives available 99% of time during regular hours of service (8 a.m. to 10 p.m. EST, Monday through 0.25% of quarterly plan Participant Contact Friday and Saturdays between Metric provided as part of the fees for each 0.1 % below Center Hours of quarterly Empower Service the 99% benchmark with Availability 9:00 a.m. and 5:30 p.m. EST) Level Agreement Report maximum fee reduction except for closings of NYSE, of 1 % holidays and shortened hours associated with early market close or holiday eves 99% of the time IVR/internet Metric provided as part of the IVR / internet Availability available excluding regularly quarterly Empower Service 1 % of quarterly fees scheduled maintenance Level Agreement Report 99% of the time reports available Metric provided as part of the Plan Reporting for Plan online - updated monthly and quarterly Empower Service o 1 /o of quarterly fees Sponsor nightly excluding regularly scheduled maintenance Level Agreement Report Delivered prior to January 31 of Metric provided as part of the Distribution of Form 1099R each calendar year, excluding quarterly Empower Service 1 % of quarterly fees corrected 1099Rs Level Agreement Report City Council 19 — 63 9/19/2023 SponsorPlan Participant Service DC Plan statements mailed and made available electronically, if applicable, fifteen (15) Business Days after quarter -end. TRS Statements, if selected by Participant Statement the Plan S p Sponsor, mailed and Metric provided as part of the Mailing made available electronically, if quarterly Empower Client o 1 /o of quarterly fees / Availability applicable, twenty (20) Business Service Agreement Report Days after quarter -end. Twenty (20) Business Days allowed for first statement coming out of implementation of new services. 99% of participant disbursement requests processed within two (2) Business Days of completed requests received in good order. Transactions must be entered by Metric provided as part of the Disbursements 4 p.m. EST or close of market due quarterly Empower Service 1 % of quarterly fees to shortened hours associated Level Agreement Report with early market close / holiday eves (+3 days applies for all transactions including company stock) Contribution and loan repayment processing completed within two (2) Business Days following Contribution and Loan confirmation of totals by the Plan Metric provided on the Repayment Processing Sponsor (i.e. file that is in good quarterly Empower Service 1 % of quarterly fees order). Posting of contributions to Level Agreement P Report Rereement Participant accounts occurs two (2) Business Days following the ACH funding release. 61 City Council 19 — 64 9/19/2023 Empower shall not be liable for the performance standards and the revenue at risk stated herein for failure to meet any of the performance standards as a result of an interruption of any service provided under the Agreement or delayed or defective performance of such service arising out of any Force Majeure Event as described and in accordance with Section 12.7 of the Agreement. Empower shall maintain a reasonable disaster recovery plan and shall use its best efforts to resume services on a normal basis as soon as practicable. 62 City Council 19 — 65 9/19/2023 SCHEDULE B: INVESTMENT ADVISORY & MANAGEMENT SERVICES SCHEDULE LIST OF PLANS 1. City of Santa Ana Deferred Compensation Plan ("457(b) Plan"), 960140 This Investment Advisory and Management Services Schedule ("Schedule") is entered into by the parties pursuant to the Master Services Agreement between Empower and Plan Sponsor dated October 1, 2023 (the "Agreement"). This Schedule shall be entered into between Empower Advisory Group, LLC, an Affiliate of Empower (hereinafter referred to as "Adviser") and Plan Sponsor effective as of October 1, 2023 (subject to change) ("Schedule Effective Date"). This Schedule hereby incorporates by reference, and each party agrees to be bound by, the terms of the Agreement. As such, this Schedule forms a separate and independent Investment Advisory and Management Services agreement for the Plan. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. In the event of a conflict between the terms of the Agreement and this Schedule, this Schedule shall supersede and control, but only with regard to the Services (defined below) rendered by Adviser with respect to the employee benefit plan(s) sponsored by Plan Sponsor. For the avoidance of doubt, the terms of this Schedule will not govern nor have any applicability to other relationships or services between Empower, or any other Empower Affiliate, and Plan Sponsor. Plan Sponsor is engaging Adviser pursuant to this Schedule to provide investment advisory and analytic Services to certain Participants in the Plan(s) (defined below) for which Empower provides recordkeeping, administrative and other Services for Plan Sponsor as set forth in the Agreement. Plan Sponsor maintains the Plan, and on behalf of itself, as Plan Sponsor, and on behalf of the Plan Administrator of the Plan, has the authority to appoint agents and service providers for the Plan. Plan Sponsor understands that Adviser has selected Morningstar Investment Management, LLC ("Subadviser") to serve as an independent financial expert pursuant to Department of Labor Advisory Opinion 2001-09A (and any modifications or amendments thereto), to perform investment services including advisory Services and discretionary Managed Account Services, as further described in this Schedule. In consideration of these covenants, mutual representations and agreements contained herein, Adviser and Plan Sponsor agree as follows: 1. DEFINITIONS "Advisers Act" shall mean the Investment Advisers Act of 1940, as amended. "Managed Account Participant" shall mean a Participant participating in the Managed Account Service, or its successor service. 63 City Council 19 — 66 9/19/2023 "Managed Account Service" shall mean Adviser's discretionary investment advisory service, as further defined in this Schedule. "Online Advice Participant" shall mean a Participant using the Online Advice Service by accepting Adviser's online investment service agreement or terms of use. "Online Advice Service" shall mean Adviser's non -discretionary investment advisory service, Online Advice, or its successor, as further defined in this Schedule. "Opt -out Feature" shall mean a feature of the Managed Account Service selected by the Plan Sponsor through which Participants, designated by the Plan Sponsor, are automatically enrolled in the Managed Account Service, as further defined in this Schedule. "Participant" shall mean an eligible participant, beneficiary or alternate payee who is eligible for the Services. "Plan" shall mean the employee benefit plan or plans or other compensation programs or arrangements maintained by Plan Sponsor as listed in this Schedule (as the same may be amended in writing by the parties from time to time). If more than one Plan is covered by this Schedule, any references herein to the Plan shall mean each of the Plans, unless the context requires otherwise. "Plan Administrator" shall mean the "administrator" of the Plan as that term is defined under Section 3(16)(A) of ERISA and Section 414(g) of the Code, or such comparable person responsible for the administration of the Plan in the event the Plan is not subject to such ERISA or Code provisions. "Rollout Date" shall mean that date on which Adviser has made all of the Services provided under this Agreement available to Participants. "Schedule" means this Investment Advisory and Management Services Schedule, including any exhibits ("Exhibits") attached hereto as of the Schedule Effective Date or hereafter as mutually agreed to in writing by the parties. "Services" shall mean the specific services with respect to the Plan covered by this Schedule (including the Exhibits attached hereto). "Subadviser" shall mean Morningstar Investment Management, LLC. 2. SERVICES PROVIDED BY ADVISER 2.1 This Schedule sets forth the terms and conditions pursuant to which Adviser agrees to provide Services with respect to the Plan. The terms and conditions of this Schedule are incorporated by 64 City Council 19 — 67 9/19/2023 reference into each Exhibit attached hereto, without regard to an express reference therein. Adviser acknowledges and agrees that: (i) it is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act, (ii) it is an investment adviser and fiduciary under the Advisers Act and is a fiduciary under ERISA to the extent it provides Services to Online Advice Participants, and (iii) it is an investment adviser and fiduciary under the Advisers Act and is an investment manager (as defined under Section 3(38) of ERISA) to the extent it provides Services to Managed Account Participants. 2.2 The parties specifically agree that no provision of this Schedule or any Exhibit will require Adviser to: (i) provide investment advice to Plan Sponsor or Plan Administrator; (ii) exercise any discretionary authority or discretionary control with respect to the management of the Plan; or (iii) have or exercise any discretionary authority or responsibility in the administration of the Plan, including the selection of the Opt -Out Feature of the Managed Account Service (if applicable). Adviser has no discretion or responsibility to interpret provisions of the Plan or to determine eligibility, participation, or the right to receive benefits under the Plan. 2.3 Adviser shall take appropriate actions and maintain policies and procedures reasonably necessary to ensure Adviser does not engage in any nonexempt prohibited transactions under ERISA in providing Services hereunder. Adviser's policies and procedures are designed to comply with applicable law, including Department of Labor Advisory Opinion 2001-09A (and any modifications or amendments thereto), pursuant to which Adviser has delegated certain obligations under this Schedule to Subadviser, as described in Adviser's Form ADV Brochure. 2.4 Adviser has authorized Empower Financial Services, Inc. ("EFSI"), an Affiliate of Adviser, and its licensed agents and registered representatives who are Empower employees (collectively referred to as "Agents") to solicit, refer and market Adviser's Services. In addition to their salary, such Agents may earn bonus compensation based upon engaging plan sponsors to offer EAG's Services. Other Agents and Adviser representatives may be indirectly compensated through bonus compensation, in addition to their salary, for communication, education and/or assisting Participants to enroll in EAG's Services. Compensation paid to Agents or Adviser representatives does not increase the fees paid by the Plan and/or their Participants. 2.5 Nothing in this Schedule is intended to constitute legal or tax advice from Adviser to Plan Sponsor, or to any other party. Plan Sponsor understands that Adviser has not given and may not give legal advice. All issues should be reviewed and discussed with Plan Sponsor's legal counsel and/or tax adviser. 2.6 Empower's current Privacy Notice is provided as a part of this Schedule but shall not lessen any of Empower's obligations regarding Personal Data hereunder. 65 City Council 19 — 68 9/19/2023 3. RESPONSIBILITIES OF PLAN SPONSOR 3.1 Plan Sponsor or its designated agents shall be responsible for providing to Adviser accurate data and information necessary to enable Adviser to perform the Services required under this Schedule, including but not limited to, timely and reasonable notification of employer -initiated events, the information, materials, Directions or other data referenced in any Schedule, and the information reasonably requested by Adviser to enable it to comply with federal law concerning Know Your Customer rules under the USA Patriot Act, in such form and at such time as the parties mutually agree. Adviser reserves the right to reject or return any documents, materials, or other information that are unreadable, corrupted, or which Adviser is otherwise unable to process. Plan Sponsor agrees to provide or to assist Adviser in obtaining all Participant data that is necessary to perform its duties under this Schedule, including but not limited to: date of birth, income, gender, and state of residence. Plan Sponsor acknowledges that timely receipt of appropriate information is a prerequisite to the performance of Adviser's Services and Adviser shall not be liable for any delay or failure in the performance under this Schedule due to Plan Sponsor's failure to comply with the information submission deadlines established and communicated to Plan Sponsor by Adviser in a timely manner. 3.2 Plan Sponsor or Plan Administrator shall make all discretionary decisions with respect to the administration of the Plan relative to the Services and shall direct Adviser in accordance with such decisions. Plan Sponsor shall be responsible for selecting and monitoring the Investment Options offered through the Plan. In addition, Plan Sponsor agrees, for itself and on behalf of the Plan, that neither Adviser nor Subadviser shall have any authority or responsibility under this Schedule for the selection or monitoring of the Plan's Investment Options, or the provision of investment advice to Plan Sponsor with respect to the Plan's Investment Options. Plan Sponsor acknowledges that Empower, as the Plan's recordkeeper, may facilitate the use and awareness of the Services during the Plan enrollment process or as otherwise requested by Plan Sponsor and Empower's call center may refer Participants to Adviser's investment adviser representatives if the call concerns the Plan or their Plan account. Plan Sponsor understands and agrees that, in the event the individual terminates or otherwise un-enrolls from the Managed Account Service, such individual's account shall remain invested in the Investment Options as selected by the Adviser or Subadviser prior to such termination or un-enrollment and that the individual or Plan Sponsor is responsible for any subsequent changes to the Investment Options. 3.3 Plan Sponsor shall be responsible for deciding whether to implement the Opt -Out Feature of the Managed Account Service and determining which Participants shall be subject to the Opt -Out Feature and direct Adviser with respect to such decisions. To the extent Plan Sponsor designates the Managed Account Service as the default investment for the Plan, Plan Sponsor shall be responsible for selecting an Investment Option for purposes of allocating individual accounts until such time as the Adviser begins management of a Managed Account Participant's account; provided, however, in the event the individual is not eligible for the Managed Account Service, such individual's account shall remain invested in the Investment Options selected by the individual or the Plan Sponsor until the individual or Plan Sponsor directs otherwise. 66 City Council 19 — 69 9/19/2023 3.4 Under the terms of this Schedule, Plan Sponsor appoints Adviser as an investment adviser or investment manager, as applicable. As an investment manager, Plan Sponsor Directs Adviser, without limitation, to initiate with Empower buys, sells, reallocations or other investment transactions and to calculate installment distributions, if applicable, under the Plan for Managed Account Participants. Plan Sponsor acknowledges and agrees that each Managed Account Participant will acknowledge Adviser at the time of participation in the Managed Account Service. Any Managed Account Participant enrolled in the Managed Account Service through the Opt -Out Feature or Plan default process will be deemed, by and through the Plan Sponsor, to have so acknowledged Adviser by the Managed Account Participant's continued participation in the Managed Account Service after the applicable deadline by which such Participant was required to have declined participation in the Managed Account Service. Plan Sponsor understands and acknowledges that: (i) Adviser does not effect investment transactions and that investment transactions will be effected by the appropriate party or agent chosen by the Plan Sponsor, including the Plan's trustee or custodian; (ii) Adviser will communicate, through Empower, information to initiate the investment transactions to such parties; and (iii) Empower will make available to Adviser the investment transaction information related to the investment allocations directed by Adviser. Plan Sponsor also agrees that transactions initiated by Adviser on behalf of Managed Account Participants shall not be subject to any Plan limitations or corporate policy restrictions, such as blackout periods (other than a blackout period applicable to all Managed Account Participants at the same time), preclearance requirements, or other transaction restrictions, unless required by law. 3.5 Plan Sponsor acknowledges and agrees that it has received and read the supplemental Adviser's Form ADV Brochure as required by Rule 204-3 of the Advisers Act. 3.6 Plan Sponsor understands and agrees that the Plan's Investment Options shall be held by a custodian or trustee duly appointed by Plan Sponsor. Except with respect to the fee deduction described in Section 4 of this Schedule, nothing contained herein shall be deemed to Direct Adviser to take or receive physical possession of any of the assets of the Plan or to confer custody of such assets upon the Adviser within the meaning of Rule 206(4)-2 of the Advisers Act. Adviser does not have any proxy voting or other execution powers under the Plan, the Services, this Schedule or otherwise. Plan Sponsor has designated a person or persons other than Adviser to vote proxies with respect to the Plan's Investment Options. 3.7 Adviser shall be entitled to rely upon and act upon any instruction, certification, or Direction received (whether in writing, orally, by telephone, voice response system, fax or other teleprocess, or by other electronic means or other medium, including internet or e-mail transmission, acceptable to Adviser) from any person Adviser reasonably believes to be so authorized to provide such Direction. Adviser shall have no duty to inquire or to question the accuracy or completeness of any data or Direction provided to it. 3.8 Plan Sponsor represents that the Plan is qualified under Section 401(a) of the Code, where applicable, that the Plan Administrator has been duly appointed under the Plan, and that the person executing this Schedule is authorized to do so. Plan Sponsor shall be responsible for maintaining the Plan's documents, including any amendments thereto based upon design modifications, for determining 67 City Council 19 — 70 9/19/2023 operational compliance of the Plan with Plan documents, and, where applicable, for ensuring that the Plan is qualified under Section 401(a) of the code and its related trust is tax-exempt under Section 501(a) of the Code. Plan Sponsor will notify Adviser promptly if Plan Sponsor should learn of any facts or of any regulatory action or prospective action which may result in the Plan ceasing to be qualified, where applicable, under Section 401(a) of the Code. Plan Sponsor acknowledges that while Adviser may possess and consult a copy of the Plan, trust agreement or related document(s), the possession or consultation of those documents shall not alter or expand Adviser's responsibilities under this Schedule. If the Services will be offered in a non -qualified plan, Plan Sponsor has reviewed the form of payment of Adviser's fees and determined that it is appropriate given the design and operation of the non -qualified plan. City Council 19 — 71 9/19/2023 4. FEES & CHARGES 4.12 Adviser shall be entitled to compensation for the Services it provides in accordance with the fee provisions set forth in Exhibit B-1 attached hereto. Fees will be deducted from the Plan's trust or other funding vehicle, charged to Participant accounts, or invoiced to the Plan Sponsor as elected in the applicable Schedule or as directed by Plan Sponsor. Plan Sponsor shall be responsible for determining that fees paid are reasonable expenses of administering the Plan. 4.13 Plan Sponsor acknowledges and agrees the Managed Account Service fees will be deducted directly from Managed Account Participant accounts in arrears. Plan Sponsor Directs Empower to collect these fees on behalf of Adviser and to deduct fees from Managed Account Participant accounts in accordance with the Service elections and fees described in Exhibit B-1 attached hereto. 4.14 Adviser may provide additional services pursuant to Direction from the Plan Sponsor. Any fees for such additional services will be agreed upon by Adviser and the Plan Sponsor prior to the provision of additional services. 5. PRIVACY Adviser acknowledges that it is a "financial institution," within the meaning of Regulation S-P, Privacy of Consumer Financial Information, issued by the Securities and Exchange Commission ("Reg S-P") along with the GLBA and other applicable federal and state laws. Adviser acknowledges and agrees that it receives Personal Data which constitutes "personally identifiable financial information," within the meaning of Data Protection Laws. Adviser has adopted a Privacy Notice, which will apply to Personal Data, that may be amended from time to time. 6. FIDUCIARY INDEMNIFICATION In addition to the Liability & Indemnification provision set forth in Section 9 of the Agreement, Adviser shall also indemnify the Plan Sponsor from Damages to the extent resulting from Adviser's breach of its fiduciary duties under ERISA with respect to the Services as described in this Schedule. 7. TERM & TERMINATION 7.1 Term. Either party may terminate this Schedule with ninety (90) days written notice to the other party of its intent to terminate unless terminated in accordance with the applicable provisions of Section 7.2 of this Schedule. 7.2 Termination. This Schedule shall terminate automatically in the following circumstances: 7.2.1 Either party notifies the other of that it has determined in good faith that the Schedule is not consistent with its fiduciary duties under ERISA or applicable federal or state law; or 69 City Council 19 — 72 9/19/2023 7.2.2 The Agreement or the Recordkeeping Services Schedule between Plan Sponsor and Empower terminates or expires; or 7.2.3 The agreement between Adviser and Subadviser terminates or expires and Adviser is unable to contract with a suitable replacement to serve as a Subadviser. 7.3 Effect of Termination. As of the effective date of the termination of this Schedule, Adviser will terminate Participant access to the Services and cease providing any Services to Participants. Plan Sponsor will notify Participants, including Online Advice Participants and Managed Account Participants, of the termination as soon as practicable. Adviser may assist Plan Sponsor in notifying Participants, Online Advice Participants and Managed Account Participants regarding the termination of Services; provided, however, to the extent Plan Sponsor requests such assistance, Adviser reserves the right to charge Plan Sponsor all reasonable fees, costs or expenses incurred by Adviser in connection with the provision of such assistance. Termination of the Schedule does not relieve Plan Sponsor or Managed Account Participants of their respective obligations, if any, to compensate Adviser for Services rendered through the effective date of such termination. If applicable, Adviser shall reimburse Plan Sponsor or Participants for any prepaid amounts that relate to the provision of Services after the effective date of termination. 8. AGENTS Plan Sponsor acknowledges that Adviser has delegated certain of its obligations to Subadviser and that Adviser reserves the right, in its sole discretion, to replace Subadviser upon reasonable prior notice to Plan Sponsor. In the event, the Subadviser terminates its agreement with the Adviser and provides advance notice to the Adviser, Adviser will notify the Plan Sponsor of such change as soon as reasonably practicable. If the Subadviser replacement is deemed unsatisfactory by the Plan Sponsor, the Plan Sponsor may terminate this Schedule at any time in accordance with Section 7. Adviser represents that Subadviser is not affiliated with Adviser or Empower and that Adviser has entered into an agreement with Subadviser that includes representations that the Subadviser: (i) is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act, and (ii) will maintain the required federal or state investment advisory registrations that permit it to perform its obligations under its agreement with Adviser, and (iii) will act, at all times in providing the methodology and software for Adviser's Services, in conformity with the requirements imposed upon Subadviser as an Subadviser under Department of Labor Advisory Opinion 2001-09A (and any modifications or amendments thereto), to the extent applicable to the Services. 9. NOTICES All formal notices required by this Schedule will be in writing and shall be sent to Adviser as set forth below and to the most current Plan Sponsor and trustee address on file with Adviser. All notices sent shall be effective upon receipt. To Adviser: 70 City Council 19 — 73 9/19/2023 Ken Verzella (or successor) VP, Participant Advisory Services Empower Advisory Group, LLC 8515 East Orchard Road Greenwood Village, CO 80111 with a copy to: Empower Advisory Group, LLC 8515 East Orchard Road Greenwood Village, CO 80111 Attn: General Counsel By signing this Schedule, the parties certify that it's to be to be executed by their respective duly authorized officers as of the Schedule Effective Date. By signing this Schedule, Plan Sponsor acknowledges receipt of the discretionary and non -discretionary investment advisory fees disclosed in this Schedule, and the parties certify they have read and understood it, they agree to be bound by its terms, and they have the authority to sign it. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures reasonably believed to be genuine on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. This Schedule is not binding on either party until signed by both parties. EMPOWER ADVISORY GROUP, LLC CITY OF SANTA ANA Signature Ken Verzella Printed Name Signature Printed Name Vice President, Participant Advisory Services Title Title Date Signed 71 Date Signed City Council 19 — 74 9/19/2023 EXHIBIT B-1: DISCRETIONARY INVESTMENT ADVISORY AND NON -DISCRETIONARY SERVICES The parties agree that the Services under this Schedule will commence upon a date as directed by the Plan Sponsor and mutually agreed to by the parties, as administratively and operationally feasible. 1. GENERAL DESCRIPTION OF SERVICES 1.1 Adviser provides a full suite of discretionary and non -discretionary investment advisory services to eligible Participants as selected by the Plan Sponsor. Such services may include set-up services, communications, reporting, investment recommendations, and initiation of investment transactions, subject to the terms and conditions of the Schedule and this Exhibit, as the same may be amended in writing by the Parties from time to time. 1.2 As part of its Services, Adviser provides Participants access by telephone to the telephone call center (investment adviser representatives available from 7:00 a.m. to 8:00 p.m. Central Time, Business Days), and Adviser shall provide Participants, and designated representatives of Plan Sponsor, web access to Plan and Participant account information, subject to periodic maintenance and system availability. 2. SERVICE ELECTIONS 2.1 Managed Account Service. 2.1.1 As further described in Adviser's Form ADV Brochure, the Managed Account Service provides discretionary advisory services, consisting of personalized portfolios created by Subadviser based upon the Investment Options available in the Plan, to Managed Account Participants. The Managed Account Service allocates enrolled Participant accounts to personalized portfolios, and automatically rebalances portfolio allocations if Adviser believes rebalancing to be appropriate. 2.1.2 Unless otherwise agreed to by the parties, Adviser will construct portfolios using the Plan's core Investment Options ("Core Investment Options"), which are those Investment Options selected for use in the Plan by Plan Sponsor that provide investment choices under the following asset categories: Fixed Income/Cash, Bond, Large Cap, Small/Mid Cap, and International. 2.1.3 Core Investment Options do not include any employer stock alternatives or self - directed brokerage option alternatives. Unless the Plan Sponsor restricts Adviser from selling employer stock held in an account managed by Adviser, Adviser will liquidate employer stock held in an account that Adviser manages. The Plan must select and at all times maintain Core Investment Options that cover the broad asset categories in order to utilize the Managed Account Service and the Online Advice Service. Managed Account Participants may further customize their portfolio by providing additional information to Adviser by phone or online and such information shall be considered by Subadviser to determine portfolio recommendations for the Managed Account Participant. Adviser shall periodically review and rebalance the 72 City Council 19 — 75 9/19/2023 Managed Account Participant's portfolio. 2.1.4 A Managed Account Participant may cancel his or her participation in the Managed Account Service by calling Adviser's representative or through the website. Upon a Managed Account Participant terminating participation in the Managed Account Service, the Managed Account Participant is solely responsible for the investment of his or her Plan account. 2.1.5 Data requirements for Enrolling Participants. 2.1.5.1 Subject to the information below, if Adviser does not have required indicative data for an Enrolling Participant, the Enrolling Participant will not be enrolled into the Managed Account Service. 2.1.5.2 Plan Sponsor may provide Adviser with default data for use in processing enrollments for Enrolling Participants, and in advising Participant accounts. If Plan Sponsor provides Direction to use default data, such as income assumptions, Plan Sponsor agrees that use of such default data is consistent with Adviser's execution of its fiduciary responsibility in providing investment advice to Participants. 2.1.5.3 Gender Assumption. If gender information is missing on any Participant, Plan Sponsor Directs Adviser to default gender assumption to female, unless Plan Sponsor otherwise Directs Adviser, for purposes of processing Managed Account Service enrollment. 2.1.5.4 Date of Birth. If a Participant's date of birth is beyond the mortality tables used by the independent financial expert, or the Participant's date of birth provided to Adviser is invalid, the Participant will not be eligible to be enrolled into the Service. 2.2 Online Advice Service. Adviser shall provide access to the Online Advice Service to Participants. For the Online Advice Service, Adviser shall provide non -discretionary advisory services, consisting of investment recommendations created by Subadviser based upon the Investment Options available in the Plan, to Online Advice Participants. Online Advice Participants shall be responsible for implementing the investment recommendations. Beyond the initial recommendation, Adviser is not responsible for providing additional investment recommendations or the management of an Online Advice Participant's account. The Online Advice Service is only available through websites supported by Empower and Subadviser. Managed Account Participants are not eligible for the Online Advice Service while participating in the Managed Account Service. 3. COMMUNICATION AND ONGOING MAINTENANCE 3.1 Enrollment. Plan Sponsor agrees that Adviser will conduct, (at no additional charge to Plan Sponsor), an education/enrollment campaign as part of the rollout of the Services to all eligible Participants and an annual campaign thereafter. The campaign materials will be provided to each Participant and may include, but are not limited to a descriptive brochure, descriptive letter from Plan 73 City Council 19 — 76 9/19/2023 Sponsor, enrollment form, follow-up communication and other appropriate materials. Participants can enroll in the Managed Account Service through an online website (accessed through the Plan's participant website or enrollment site), Adviser's investment adviser representatives or by returning an enrollment form. 3.2 Ongoing Communications. 3.2.1 Communication and ongoing maintenance includes monitoring the use of Services, and integrating Services communications into the Plan's overall communications campaign, including enrollment materials, forms, web site, and group meetings. 3.2.2 As part of a Participant's enrollment in the Managed Account Service, the Participant will receive the Managed Account Service welcome kit shortly after enrollment. The Participant will receive an annual kit shortly after their birthday. Each kit provides the participant an update on their account and reaching their retirement goals. Standard materials may include a discussion of Services in enrollment/education materials, print/email communications specific to the Services, on the website, and/or in personalized Participant materials. Additional or custom Participant communications materials may be used by Adviser and may be paid for by Adviser, Empower or the Plan Sponsor. Such additional or custom communications may include targeted marketing techniques based upon participant demographical and/or account data (including but not limited to age, income, deferral rates, current investment elections) to identify Participants who may benefit from participation in the Managed Account Service. 4. ADVISORY AND PORTFOLIO MANAGEMENT SERVICES FEES Managed Accounts per Participant Annual Fee Account Balance Managed Account Annual Fee First $100,000 of account balance 0.45 % Next $150,000, up to $250,000 account balance 0.35 % Next $150,000, up to $400,000 account balance 0.25 % Amounts greater than $400,000 0.15 % For example, if a Participant's account balance subject to the Managed Account Service is $50,000, the fee is 0.45% of the account balance. If the account balance subject to the Managed Account service is $500,000, the first $100,000 will be subject to a fee of 0.45%, the next $150,000 will be subject to a fee of 0.35%, the next $150,000 will be subject to a fee of 0.25%, and amounts over $400,000 will be subject to a fee of 0.15%. 5. ADDITION OF NEW PLANS Tax -deferred plans not listed at the top of this Schedule B that are added to Plan Sponsor's program after the Effective Date will not be included in this Agreement, and will be subject to additional fees. 74 City Council 19 — 77 9/19/2023 6. LIMITATIONS AND INVESTMENT OPTION CHANGES Services will have limited capabilities for purposes of enrollment, rebalancing or reforecasting for up to ten (10) business days following changes to the investment option lineup. Other functionality will be available during this time. Adviser and Subadviser need to conduct a new analysis of the available Investment Option array to accommodate these changes. This analysis will take approximately 10 business days, during which time, Online Investment Advice, and the Managed Account Service will not be available for Participant use. Once the analysis is complete, Online Investment Advice and the Managed Account Service will once again be available. 75 City Council 19 — 78 9/19/2023 Item 1— Cover Page EXHIBIT B-2: EAG ADV BROCHURE EMPOWER ADVISORY GROUP LLC (EAG) Formerly known as ADVISED ASSETS GROUP, LLC Disclosure Brochure for: Online Advice & Managed Account Service 8515 East Orchard Road Greenwood Village, CO 80111 Telephone: 855 -756-4738 August 1, 2022 This Brochure provides Information about the qualifications and business practices of Empower Advisory Group, LLC (EAG). Specifically, this Brochure provides information on the advisory services provided by EAG and sub - advised by Morningstar Investment Management, LLC (Morningstar Investment Management). If you have any questions about the contents of this Brochure, please contact us at 855-756-4738. The information in this Brochure has not been approved or verified by the Securities and Exchange Commission (SEC) or by any state securities authority. EAG Is a registered Investment adviser under the Investment Advisers Act of 1940 (Advisers Act). Registration of EAG does not imply any level of skill or training. Additional information about EAG is available on the SEC website at www.adviserinfo.sec.gov or on EAG's website at www.empower.com/eag. 76 City Council 19 — 79 9/19/2023 Item 2 — Material Changes This section of the Brochure highlights and discusses any changes that were made since the Adviser's last annual update. The Brochure has been updated to reflect the rebranding changes of the Adviser and its affiliates that became effective on August 1, 2022. Additional information about EAG is also available via the SEC's web site www.adviserinfo.sec.gov. The SEC's web site also provides information about any person affiliated with EAG who is registered, or are required to be registered, as an investment adviser representative with EAG. City Council 19 — 80 9/19/2023 Item 3—Table of Contents Item1—Cover Page.......................................................................................................................................................1 Item2 —Material Changes.............................................................................................................................................2 Item3 — Table of Contents............................................................................................................................................3 Item4—Advisory Business............................................................................................................................................4 Item 5 — Fees and Compensation..................................................................................................................................8 Item 6 — Performance -Based Fees and Side —by Side Management...........................................................................10 Item7 —Types of Clients..............................................................................................................................................10 Item 8 — Methods of Analysis and Investment Strategies and Risk of Loss.................................................................10 Item9 — Disciplinary Information................................................................................................................................13 Item 10 — Other Financial Industry Activities and Affiliations....................................................................................13 Item 11—Code of Ethics, Participation or Interest in Client Transactions and Personal Trading...............................16 Item12 — Brokerage Practices.....................................................................................................................................17 Item13 — Review of Accounts.....................................................................................................................................17 Item 14 —Client Referrals and Other Compensation...................................................................................................18 Item15 —Custody........................................................................................................................................................19 Item 16 — Investment Discretion.................................................................................................................................19 Item 17 — Voting Client Securities................................................................................................................................19 3 City Council 19 — 81 9/19/2023 Item 4 —Advisory Business Description of Advisory Firm EAG is a registered investment adviser under the Advisers Act since 2000. It submits notice filings with state securities divisions in all 50 states, the District of Columbia, Guam, US Virgin Islands, and Puerto Rico. EAG offers investment management and advisory services primarily to plan sponsors of employer -sponsored retirement plans such as 401(a), 401(k), 403(b) and 457 plans, including government entities and their participants, and toall account holders of the Empower Premier IRA and Empower Managed Portfolio accounts. EAG also offers investment management services to retail brokerage account holders. EAG does not choose the investments offered in employer -sponsored retirement plans. EAG serviced plans receive recordkeeping services through Empower Retirement, LLC (Empower), the recordkeeping entity affiliated with EAG. More information about EAG's services, including an applicable brochure, can be obtained by contacting EAG at the number provided on the cover page of this Brochure or by visiting EAG's website at www.empower.com/eag. EAG's principal place of business is Greenwood Village, CO. EAG is a wholly owned subsidiary of Empower Annuity Insurance Company of America (EAIC), an insurance company domiciled in the State of Colorado. EAIC is a direct, wholly owned subsidiary of Empower Holdings, Inc. (EHI), a Delaware holding company. EHI is a direct wholly owned subsidiary of Great -West Lifeco U.S. LLC. (Lifeco U.S.) and an indirect wholly owned subsidiary of Great -West Lifeco Inc. (Lifeco), a Canadian holding company. Lifeco is a subsidiary of Power Financial Corporation (Power Financial), a Canadian holding company with substantial interests in the financial services industry. Power Corporation of Canada (Power Corporation), a Canadian holding and management company, has voting control of Power Financial. The Desmarais Family Residuary Trust has voting control of Power Corporation, through a group of private holding companies that it controls. Types of Services EAG provides a range of direct account holder -level and participant -level investment services as well as services provided indirectly through private -label arrangements with institutional partners (the Services). The Services include Online Investment Guidance (OIG), Online Advice (OA), and the Managed Account service (MA Service) or My Total Retirement (MTR). Other services that may be available to clients include Spend -Down Advice, Financial Planning Service and Retirement Income Projection Tools and Services. EAG provides its Services through a proprietary, computer -based software program that is developed and maintained by Morningstar Investment Management. In addition, EAG provides sub -advisory and technology services to outside adviser firms through a service called Advisor Managed Accounts (AMA). This service enables the AMA firms to offer their own investment advisory and management services within retirement plans serviced by Empower. The total sub -advised assets as of December 31, 2021, for this service totaled $1,929,645,216. There is no guarantee provided by any party that participation in any of the advisory services will result in a profit. Morningstar Investment Management LLC Morningstar Investment Management is a registered investment adviser wholly owned by Morningstar, Inc. and is not affiliated with EAG or any company that is affiliated with EAG. Morningstar Investment Management is located in Chicago, Illinois. A copy of its Form ADV Part 2A brochure may be obtained at www.adviserinfo.sec.gov. Morningstar Investment Management serves as an independent financial expert (IFE) in accordance with the Department of Labor SunAmerica Advisory Opinion 2001-09A, dated December 14, 2001(the SunAmerica Opinion). Morningstar Investment Management uses its proprietary methodology to evaluate the available investment options in a retirement plan and to develop an individualized investment strategy for plan participants and account holders. The plan, plan sponsor or plan fiduciary must select and continuously maintain investment options that cover broad asset categories. The investment options selected for the plan generally consist of a broad range of asset classes. More information is provided under Item 10 — Other Financial Industry Affiliations. Item 8, Methods of Analysis and Investment Strategies and Risk of Loss discusses the general risks of investing. The risks associated City Council 19 — 82 9/19/2023 with the investment options can vary significantly with each particular investment category and there I a tive risks of categories may change. Accordingly, EAG may make changes from time to time regarding the availability of certain investment options. The fees, risks, responsibilities of plan sponsor/plan provider/participant and limitations for each of these services are discussed in greater detail below. Fees and expenses are also explained in the respective prospectus, which accompanies each investment option, as applicable. Certain EAG's Services rely on Morningstar Investment Management's proprietary methodology, which is based on a review of available quantitative data to analyze and screen the investment options within a plan. Morningstar Investment Management also applies qualitative analysis by investment professionals, such as evaluations of investment managers, portfolios, and individual investments. The primary sources of information used by Morningstar Investment Management are the extensive databases and methodologies of Morningstar Investment Management and/or its affiliates, and interviews with investment managers. Other sources include financial publications, annual reports, prospectuses, press releases, and SEC filings. Morningstar Investment Management combines this information with other factors — including actuarial data, stock market exposure, probability analysis, and mean -variance optimization — into its proprietary software program to analyze a complex set of market data and variables. The result is an advanced model capable of providing investment recommendations and projections of different outcomes. Using this model, Morningstar Investment Management develops an investment strategy tailored to your investment goals. Online Investment Guidance EAG's OIG service developed by Morningstar Investment Management provides participants in participating plans with access to sophisticated but easy -to -use online account planning, advisory, and analytical tools that assist the participant in selecting their own asset classes and building a diversified portfolio. Using OIG, participants are provided with general asset allocation information based on the investment options that are available within the participant's plan. In addition, with OIG, a participant can receive an objective savings rate recommendation that may assist in achieving his/her retirement goals. OIG does not provide fund -specific recommendations. The services provided under Online Investment Guidance do not constitute investment advice under the Investment Advisers Act of 1940. Online Advice OA is based on the software program developed by Morningstar Investment Management. It provides the participant with retirement goal forecasting advice and fund -specific asset allocation recommendations tailored to the specific participant's financial situation and retirement goals. OA is tailored for individuals who wish to manage their own retirement account with the assistance of the service tools and investment advice. OA provides participants with a retirement goal forecast through various assumptions and hypothetical financial and economic scenarios. These scenarios are based on factors such as historic returns, market volatility, cross - correlations, calculated risk premiums, interest rate fluctuations, inflation, and market conditions; all of which have limitations. The participants can interactwith OA tosee how changes in their decisions about their savings, expected retirement age, level of investment risk and retirement income goal may affect the system's forecast. Participants who enroll in OA are responsible for determining the portfolio allocation that is best suited for their needs and investment strategy. The investment recommendations provided by OA are limited to the available investment options within the participant's specific retirement plan. OA does not make any recommendations about investing in any individual stocks or other asset classes, including employer stock that may be an investment option under the participant's retirement plan. Participant Responsibilities Participants are responsible for makingtheir investment decisions and may implement OA recommendations either online or by phone. Participants are also solely responsible for reviewing and updating the information they input City Council 19 — 83 9/19/2023 in the OA service with respect to the completeness, accuracy, and timeliness of the information. Participants should review their retirement accounts periodically to monitor changes in the market and the value of their investments. A failure by an individual to review and update their account information through OA may materially affect the content and value of the service. Limitations on the Online Investment Guidance and the Online Advice Services The recommendations provided through OA and the information provided through OIG are estimates based on the responses and information provided by the participants. Neither EAG nor Morningstar Investment Management make any guarantees or warranties, express or implied, as to the accuracy, timeliness, or completeness of such information. The OIG and OA services are also subject to the general market and financial conditions existing at the time of use. The retirement goal forecast and investment recommendations provided by OA and the information provided through OIG are not a guarantee of future results, nor are they a guarantee that a participant will achieve their retirement goals. OA and OIG should only be used by participants as a tool in their retirement planning and not as a substitute for their own informed judgment. Neither EAG nor Morningstar Investment Management has an obligation to update any information for a specific individual or to proactively contact the individual to obtain updated information. A failure by an individual to review and update account information through OA and OIG may materially affect the content and value of services received from EAG. Managed Account Service EAG offers a discretionary managed account service (Managed Account, MA service or MTR). This is a professional and flexible asset management program based on data resulting from the methodologies and proprietary software program developed and employed by Morningstar Investment Management. In the MA service, EAG has discretionary authority over the allocation of available investment options, without prior participant approval of each transaction. All ongoing investment transfers and investment direction changes are implemented for individuals enrolled in the MA service. The MA service designs a specific asset allocation portfolio for the participant that reflects the individual's retirement goals, life stages, specified risk constraint and overall financial situation. The MA service considers plan assets and other assets and investments not included within the plan if provided by the participant. On a periodic basis, individual accounts in the MA service are re -forecasted, which may include rebalancing and reallocating the individual's asset allocation portfolio. This is done to maintain alignment with the allocation percentages determined by Morningstar Investment Management through various assumptions and hypothetical financial and economic scenarios. Such scenarios are based on different factors such as historic returns, market volatility, cross -correlations, calculated risk premiums, interest rate fluctuations, inflation, market conditions, and the personal financial circumstances of the participant. Participants receive an account update and forecast statement annually and can update their personal information at any time by calling EAG at their plan's toll -free customer service number, or by visiting the appropriate website. Some plan providers may offer a guaranteed lifetime benefit withdrawal option to plan participants who are approaching retirement or are in retirement. If the plan provider offers this service and if the participant meets the retirement criteria established by the plan provider or plan sponsor, the investment strategy may include a suggested amount that can be withdrawn while maintaining income throughout retirement. It may also include information about allocating a portion of the managed account balance for the purchase of an annuity or other guaranteed income product. Limitations on the Managed Accounts Service When participants enroll in the MA service, they must transfer and allocate their entire retirement account balance to the Managed Account. For participants, there is an exception of employer stock and employer directed monies. Partial management of participants' account where theyare invested in other investment options (such as individual stocks or other asset classes outside of the available investment options) while also participating in the MA service City Council 19 — 84 9/19/2023 is not an available alternative. Participant balances in any of these investment options must be liquidated, subject to plan and/or investment provider restrictions, or the participant cannot be enrolled in the MA service. For participants, certain outside non -advisable assets may be permitted while also participating in the MA service. However, the participant's entire advisable account balance must be allocated to the MA service. Once enrolled in the MA service, participants delegate certain account management functions to EAG including functionality for fund -to -fund transfers, change fund allocations, the dollar cost averaging tool and/or the rebalancer tool. However, individuals in the MA service retain full inquiry access to their accounts and may still request approval for loans or take a distribution withdrawal, if permissible. Participants may un-enroll at any time from the MA service. Once they do so, the participants resume full responsibility for the investment management of their accounts. An individual may un-enroll online or by contacting an EAG investment adviser representative. 4. Spend -Down Advice Participants who are enrolled in any of EAG's Services discussed above are also provided with an additional feature of Spend -Down Advice which includes retirement planning tools. The Spend -Down Advice illustrates how long the desired income may last in retirement and determines how much spendable income the participant may be able to sustain throughout their retirement. The Spend -Down Advice provides both the amount and sources of income available throughout their retirement. The services provided under Spend -Down Advice provide projections of spendable income and do not constitute investment advice under the Investment Advisers Act of 1940. Retirement Income Projection Tools and Services EAG may offer online tools and services for participants to convert projected or actual retirement savings into estimated monthly retirement income. This interactive retirement planning service consists of various retirement income projection tools. These tools are informational in nature, do not reflect actual investment results, and are not guarantees of future results. These tools do not constitute investment advice under the Investment Advisers Act of 1940. Enrollment in EAG's Services Plan providers and plan sponsors select the Service(s) (i.e., OA, OIG, and/or the MA service) that are made available to plan participants and how participants can authorize the Service(s). Participants must agree to the terms of a user agreement (Terms of Service). Terms may be amended by EAG from time to time, to allow continued use of any of the Services. As part of a participant's enrollment in the MA service, the participant receives a MA Welcome Kit shortly after enrollment. The participant additionally receives an Annual Kit, each year. Each kit provides the participant an update on their account and information on reaching their retirement goals. In certain instances, Plan Sponsors may authorize EAG to enroll participants automatically in the MA service based on information provided to EAG by the Plan Sponsors. In such instances, current participants in the Plan receive the Terms of Service and are given a defined period of time in which to cancel or opt -out of the MA service without incurring an advisory fee (the Free Period or Promotional Period). Participants' automatic enrollment in the Service by the Plan Sponsors is based upon personal financial information provided by the Plan Sponsor, including date of birth, salary, gender, and state of residence. Participants may review this information online or by contacting an EAG investment adviser representative. Participants are solely responsible for reviewing the personal financial information they or their Plan Sponsor provide, and for notifying EAG of any changes or updates. Participants who are eligible for their employer -sponsored retirement plan or that otherwise elect to opt -in after the Free Look or Promotional Period concludes, may not be eligible for a waiver of advisory fees that is otherwise available in the Free Look or Promotional Period. The advice and recommendations provided through the Services are based on the responses or other information provided by or about the participant by the Plan Sponsor and/or the participant. Neither EAG nor Morningstar Investment Management make any guarantees or warranties, express or implied, as to the accuracy, timeliness, or City Council 19 — 85 9/19/2023 completeness of such information. The Services are also subject to the general market and financial conditions existing at the time of usage. The retirement goal forecast and investment advice recommendations are not a guarantee of future results and are not a guarantee that a particular person will achieve their retirement goals. Termination of Services Participants may cancel their participation in OA or the MA service at any time. Participants utilizing OA must complete their cancellation online. Participants utilizing the MA service may cancel online or by calling an EAG investment adviser representative at the toll -free customer service number. After cancellation of the: 1. OA service, the individual will no longer have access to the online investment recommendations. Because EAG does not effect changes to the participant's/account holder's asset allocation and account balances, the individual's balances will not be affected unless and until the individual affirmatively changes their asset allocation and balance after the cancellation of OA. 2. MA service, the participant will have the ability to make allocation and investment option changes to their account, usually one to two business days following cancellation. Accordingly, the participant's asset allocation will remain the same as established in the MA service unless and until the participant affirmatively changes his/her asset allocation after cancellation of the MA service. Participant Information The use and storage of any information is provided at the individual's sole risk and responsibility. Such information includes, without limitation, an individual's personal and non-public information, account number, password, identification, portfolio information, account balances and any other information available on an individual's personal computer. The individual is responsible for providing and maintaining the communications equipment (including personal computers and modems) and telephone or other services required for accessing and using electronic or automated services, and for all communications service fees and charges incurred by the individual in accessing these services. EAG shall not bear any responsibility for either errors or failures caused by the malfunction ofany computer, communication systems, any computer viruses, and related problems that may be associated with the use of the Services. Assets Under Management With respect to the services provided by EAG, as of December 31, 2021: Discretionary investment management among all services: $75,081,939,787 Non -discretionary investment advisory services among all services $7,994,058,511 in the amount of: Total discretionary and non -discretionary investment management $83,075,998,298 and advisory services in the amount of: Item 5 — Fees and Compensation For employer -sponsored retirement plans, fees are subject to negotiation by the plan sponsor which may include plan -level pricing credits depending on the various option(s) selected by the plan for its participants. In some instances, if agreed to by the plan, the plan sponsors or recordkeeper may pay EAG's fees on behalf of plan participants. EAG reserves the right to offer discounted fees or other promotional pricing or to waive fees for any particular period of time subject to proper notification and disclosure. City Council 19 — 86 9/19/2023 1. Online Investment Guidance Service Fees There is no fee for participants using OIG. 2. Online Advice Service Fees There is no fee for participants using OA. 3. Managed Account Service Fees Participants may be charged a fee for the MA service based on the Terms of Service with the participant and/or the plan sponsor's agreement with EAG. EAG may offer plans tiered pricing schedules based on the enrollment method the plan uses for offering or enrolling its participants in the MA service. Such options include, butare not limited to, pricing schedules based on the plan sponsor's selection of an opt-outversus opt -in enrollment methodology. Applicable pricing schedules for each of the options are made available to the plan sponsors, which they may use to select the option for their employer -sponsored retirement plan. Pursuant to the Terms of Service and/or the plan sponsor's agreement with EAG, the fee for the MA service is based upon a percentage of assets managed. The applicable fee for the Managed Account service varies. It is fully disclosed to participants prior to or at the time of enrollment within the enrollment disclosure materials. In addition, the fee is disclosed to participants in the Terms of Service when the participant enrolls in the MA service. The maximum annualized fee that may be charged to a participant is 0.65%of the participant's account balance. The advisory fee is debited from the participant's account following each applicable billing period. If a participant cancels enrollment in the MA service at any time within a given billing period, pursuant to the participant's Terms of Service and/or the plan sponsor's agreement with EAG, the participant's fee is based upon a percentage of assets managed during the billing period. The fee will be debited from the participant's account or paid by the plan sponsor according to EAG's agreement and procedures. If the plan sponsor terminates its service agreement with the plan's recordkeeping service provider, the participant's advisory fee is debited as of such date of termination or paid by the plan sponsor according to EAG's agreement and procedures. 4. Retirement Income Projection Tools and Services EAG does not charge a fee to plan sponsors or participants for the retirement income projection tools and services. 5. Other Fees and Expenses In addition to any previously negotiated and disclosed recordkeeper fees, commission payments and other administrative servicing fees and expenses for each plan, EAG may pay cash compensation or referral fees to unaffiliated firms for soliciting and referring plan sponsors and their participants to enroll in EAG's MA service. Accounts invested in mutual funds, separate accounts, collective investment alternatives and other investments may be subjecttoother investmentfees. Fees such as fund operating expenses or redemption fees may be imposed at the investment company level. Information about the fees imposed by specific investment choices is available in the fund prospectuses or offering memoranda for the securities. EAG may allocate member assets to funds or investment alternatives with these fees or costs. All securities transactions that occur as a result of the services provided by EAG as described in this Brochure are executed by Empower Financial Services, Inc., (EFSI) for which it may receive compensation in the form of 12b-1 fees or other compensation from mutual fund companies or from the other investments that may be available as program investment options. City Council 19 — 87 9/19/2023 A participant will pay advisory fees to EAG for the MA service and indirectly to ECM if Empower Funds are included in the retirement plan investment options. The fees paid to ECM for management of the Great - West Funds are included in the fund share price. Item 6 — Performance -Based Fees and Side —by Side Management EAG does not charge any performance —based or side -by side management fees. Item 7 —Types of Clients EAG provides investment advice to participants in their retirement plans for which Empower provides recordkeeping services. Members typically must be considered residents of the United States, the U.S. Virgin Islands, Guam, or Puerto Rico. The plan sponsor may apply additional restrictions for participation due to plan or regulatory requirements. Item 8— Methods of Analysis and Investment Strategies and Risk of Loss The Services described in this Brochure are based on the proprietary asset allocation and retirement income projection methodologies developed by Morningstar Investment Management. The development of investment advice by Morningstar Investment Management involves the investment methodologies across the products and services described herein. Morningstar Investment Management or its affiliates focus on specific investment areas such as capital market assumptions and a valuation -driven approach to asset allocation. Analysis Methods In providing advisory services, Morningstar Investment Management reviews available quantitative data to analyze and screen the investment options within a plan. The portfolios are typically constrained to a set of investment options defined by our client, which may include their affiliated investment products. The analysis will include quantitative analytics and fundamental research on the investment options available. Morningstar Investment Management draws on Morningstar's comprehensive database of fund and security analytics. Once the available data is identified, Morningstar Investment Management processes the data using a series of optimization routines. These optimization routines serve as a blueprint for how the asset classes are combined to help achieve an optimal portfolio for a given level of risk. The model portfolios include both equity and non -equity asset classes that are chosen to represent a broad range of investment categories available in a plan sponsor's retirement plan menu. The asset allocation process requires that there be significant benefit (generally through increased diversification) to adding the asset class to the model portfolios. In addition, investment options within the investment/plan menus must provide significant exposure to the desired asset class in order to be selected. The asset classes that are ultimately used will depend on the available investment options that are considered for the construction of the fund -level model portfolios. In other words, Morningstar Investment Management will only recommend asset classes that can be fulfilled by an investment option or combination of investment options within the plan. Investment Strategy If accumulating for retirement, the investment strategy is generally based on information such as retirement account balances, expected retirement age, savings rate and other preferences provided by the individual. If you have already retired, and if the plan provider offers a guaranteed lifetime withdrawal benefit program, the investment strategy is based upon account balances, additional cash flows, and life expectancy. This retirement strategy may include some or all of the following: • Retirement Income Goal (accumulation phase): The retirement income goal is the projected amount of money after tax that will be needed by the individual throughout retirement. This calculation can be based on current income, adjusted to reflect the estimated dollar value at retirement age. Typically, a good starting place is 75%of salary (although some plan providers may request a different rate, e.g., 80% of gross pay), and then the Services project the after-tax value of that amount at retirement age to determine 10 City Council 19 — 88 9/19/2023 a retirement income goal. The individual has an option to change this projected retirement income amount. Income Outlook (accumulation phase): The income outlook is a projection of the annual income that the individual may receive during retirement. This is based on an annualized view of the accumulated investment wealth, combined with social security benefits and any pension or other income provided to EAG. • Total Retirement Income (in -retirement phase): If your plan provider or plan sponsor offers the in - retirement services, total retirement income is the projected amount of money, that one can expect to receive on an annual basis in order to maintain income throughout retirement. • IMPORTANT: When Morningstar Investment Management determines the income projections described above, these projections are based on hypothetical performance data and do not represent actual or guaranteed results. Your projections may vary over time with each additional use of the service. Risk Strategy Morningstar Investment Management determines a risk strategy based on several factors, such as current age and time until retirement, gender, salary, total current wealth, deferral rate, and retirement goals. If the individual can purchase an annuity and has retired or is approaching retirement, the risk strategy also considers longevity and liquidity needs. The risk level corresponds to an asset mix, or the combination of mutual funds, commingled funds, separate accounts, exchange -traded funds, and cash alternatives, which will serve as the basis for the recommendations of specific funds appropriate for the individual. Estimated Tax Morningstar Investment Management estimates federal, state income, and capital gains taxes based on marginal tax rate calculations. These calculations are used when Morningstar Investment Management conducts income simulations. Tax data is updated annually based on the United States Internal Revenue Code (IRC) and similar state tax data. Morningstar Investment Management uses income data for the individual and their spouse/partner to estimate federal and state tax exposure. The tax exposure is appropriately reduced for pre-tax deferrals, tax - deferred capital gains, and yield and distribution of Roth proceeds. Based on the information that the individual provides, Morningstar Investment Management provides an estimate of the tax exposure but may not include all tax considerations. Please consult a tax adviser for a complete understanding of your tax situation. General Risks of Investing Investing in securities involves risk of loss that clients should be prepared to bear. Neither EAG nor Morningstar Investment Management or their affiliates guarantees that the recommendations will result in achieving the retirement income goal. Neither EAG nor Morningstar Investment Management or their affiliates can guarantee that negative returns can orwill be avoided in any of the recommendations. An investment's future performance may differ substantially from its historical performance and as a result, may incur a loss. Past performance is no guarantee of future results. Additionally, the plan provider may make changes from time to time with respect to the investment options available in the plan. You should carefully consider the benefits of a well-balanced and diversified investment portfolio. Market or other economic conditions that cause one category of assets to perform very well often cause another asset category to perform below average. Diversification does not guarantee investment returns and does not eliminate the risk of loss. Below are some of the common factors that can produce a loss in a client's account and/or in a specific investment product orasset category: 11 City Council 19 — 89 9/19/2023 • Market Risk: Stock and bond markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments in the U.S. and in other countries. Market risk may affect a single company, a sector of thee con o my, a country or geopolitical region, or the market as a whole. Market risk may impact stock and or bond markets in unanticipated and different ways. • Business Risk: These risks are associated with a particular industry or a particular company within an industry. • Capitalization Risk: Small -cap and mid -cap companies may be hindered due to limited resources or less diverse products or services. Their stocks have historically been more volatile than the stocks of larger, more established companies. • Category or Style Risk: During various periods of time, one category or style may underperform or outperform other categories and styles. • Credit Risk: The risk that the issuer of a security may be unable to make interest payments and/or repay principal when due. A downgrade to an issuer's credit rating or a perceived change in an issuer's financial strength may affect a security's value and impact the performance of the issue — along with any mutual fund or exchange -traded fund which holds it. • Interest Rate Risk: The marketvalue of a debt security is affected significantly by changes in interest rates. When interest rates rise the security's market value declines. When interest rates decline, market values rise. The longer bond maturity results in the greater the risk and the higher yield. Conversely, the shorter bond maturity results in the lower risk and the lower yield. • Inflation Risk: When any type of inflation is present, purchasing power may be eroding at the rate of inflation. Reinvestment Risk: The risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e., interest rate). This relates primarily to fixed income securities. Exchange -traded funds: Exchange -traded funds present market and liquidity risks, because they are listed on a public securities exchange and are purchased and sold via the exchange at the listed price. The price will vary based on current market conditions and may deviate from the net asset value of the exchange - traded fund's underlying portfolio. There may also be an inactive market for certain funds, and/or losses from trading in secondary markets. Target Date Funds: Generally, the asset allocation of each target date fund will change on an annual basis with the asset allocation becoming more conservative as the fund nears the target retirement date. The target date is the approximate date when investors plan to start withdrawing their money. The principal value of the fund(s) in a plan's lineup is not guaranteed at any time, including at the time of target date and/or withdrawal. • An investmentin a money marketfund is notinsured orguaranteed bythe FDIC or any other government agency. Although some money market funds such as U.S. Government money market funds strive to preserve the value of the investment at $1.00 per share, it is possible to lose money by investing in a money market fund. Additionally, other money market funds may operate under new rules and regulations permitting them to have a floating value per share. A floating value may be more or less than $1.00 per share depending on market conditions and impose liquidity/redemption fees for large or frequent withdrawals. For more complete information about any of the mutual funds or investment product available within the retirement plan, please contact your retirement plan service provider. Risks Associated with Particular Types of Securities Neither EAG nor its sub -advisers recommend a particular type of security. The plan sponsor or its agent is responsible for determining the retirement plan's menu of investment options. It is the participant's responsibility 12 City Council 19 — 90 9/19/2023 for reading all disclosure and related materials, including prospectuses, statements of additional information and other similar material. Item 9 — Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of EAG or the integrity of EAG's management. EAG has no legal or disciplinary event to report relative to this Item. Item 10 — Other Financial Industry Activities and Affiliations EAG is not a registered broker -dealer. However, due to the organizational structure of EAG's parent company, EAIC, certain registered representatives of EFSI are also supervised persons of EAG and are required to comply with EAG policies and procedures when acting in that capacity. EAG and its management persons are not registered as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. Recordkeeping and Administrative Services Company Empower Retirement, LLC (Empower) is a comprehensive administrative and recordkeeping services provider for financial institutions and employers, which include educational, advisory, enrollment, and communication services for employer -sponsored defined contribution plans and associated defined benefit plans under Internal Revenue Code Section 401(a), 401(k), 403(b), 408, and 457. Other Financial Industry Affiliations EAG has arrangements that are material to its advisory business or its clients/participants with the related entities shown below. These related entities may receive certain fees that are unrelated to EAG's fees for its Services. Insurance Companies EmpowerAnnuity Insurance Company ofAmerica (EAIC) is an insurance company domiciled in the State of Colorado. EAG is a wholly owned direct subsidiary of EAIC. EAIC, pursuant to various agreements, may provide investment products, recordkeeping, and other administrative services through its affiliates. Empower Life & Annuity Insurance Company cf New York (ELAINY) is an insurance company domiciled in the State of New York. EAG is an affiliate of ELAINY through common ownership where EAIC is the sole owner of both EAG and ELAINY. ELAINY, pursuant to various agreements, may provide investment products and administrative services through its affiliate, Empower, to retirement plans for which EAG may also provide its services. Broker -Dealer Empower Financial Services, Inc. (EFSI), an affiliate of EAG, is a registered limited broker -dealer and wholly owned subsidiary of EAIC. EFSI may provide wholesaling, direct sales, enrollment and/or communication services to retirement plans and their participants for which EAG may also provide its services. All transactions which occur as a result of participation in the Service are executed by EFSI. EFSI may receive compensation in the form of 12b-1 fees or other compensation from the mutual fund companies or from the other investments that may be available as investment options. Trust Company Empower Trust Company, LLC (ETC) is a trust company and affiliate of EAG. ETC is a wholly owned subsidiary of EAIC. ETC is chartered under the laws of the State of Colorado. ETC may provide discretionary or directed trustee and/or custodial services for EAG's clients. ETC also serves as the trustee for certain collective investment trusts, which may be available as investment options, and is the custodian of all Empower Premier IRA accounts. 13 City Council 19 — 91 9/19/2023 Investment Company Empower Funds, Inc. (EFI) is an investment company affiliated with EAG. It is registered under the Investment Company Act of 1940. Empower Funds may provide investment products to retirement plans and IRAs for which EAG may also provide its services. Empower Funds is managed by Empower Capital Management, LLC as discussed below. Shares of Empower Funds may be available for purchase by retirement plans advised by EAG or to account holders of the Empower Premier IRA. Investment Advisers Empower Capital Management, LLC (ECM), an affiliate of EAG, is an investment adviser for Empower Funds and is registered under the Investment Advisers Act of 1940. It is a wholly owned subsidiary of EAIC. EAG provides managed account, guidance, and advice services to participants in certain defined contribution plans. It also provides services to account holders of the Empower Premier IRA which may have as investment options certain portfolios of Empower Funds managed by ECM. Putnam Investment Management LLCis a registered investment adviser (PIM). EAG is under common control with PIM and is an affiliate of PIM. Shares of Putnam retail mutual funds may be available for purchase by retirement plans or by the Empower Premier IRA holders. PIM serves as a sub -adviser to certain funds in the Empower Core Strategies lineup Irish Life Investment Managers Limited — a Dublin, Ireland based, SEC registered investment adviser. ILIM is part of the Great -West Lifeco, Inc. (GWL) group of companies; GWL has operations in Canada, the United States, Europe, and Asia through ownership of companies including EAIC and PIM. EAG is wholly owned subsidiary of EAIC. EAIC is an indirect wholly owned subsidiary of GWL which controls ILIM. ILIM manages the index series of Empower Funds. Personal Capital Advisors Corporation (Personal Capital), an affiliate of EAG, is wholly owned by Personal Capital Corporation, which is wholly owned by Empower Holdings, LLC, a wholly owned subsidiary of EAIC. Personal Capital is an investment adviser registered under the Investment Advisers Act of 1940 and provides discretionary investment management services and financial planning services to various clients. Branding The affiliated companies of EAG, ECM, EFSI, EAIC, ELAINY, Empower Funds, Empower Holdings, LLC, Empower Retirement, LLC, and ETC operate under the multiple brands of Empower, Empower Retirement and Empower Institutional depending upon the products, services and retirement markets involved. These brands do not materially affect the internal structure of EAG or EAG's corporate ownership. Conflicts of Interest The investment options available in a plan are generally established by the plan sponsor/client through which our services are delivered. In some cases, the plan investment options may include, or be comprised solely of, affiliated investment options of the institutional client or of EAG. EAG does not receive compensation from its parent company or any of its affiliates as a result of these allocations. EAG has a relationship with Morningstar Investment Management wherein Morningstar Investment Management acts as sub -adviser for the advisory services. EAG has entered into an agreement with Morningstar Investment Management under which, EAG receives advisory services fees for providing services to retirement plan clients. EAG mitigates these conflicts of interest related to affiliated investment options by utilizing Morningstar Investment Management as sub -adviser who remains independent from EAG and its related persons with respect to their methods of analysis and investment strategies. Morningstar Investment Management's methodology also controls the investment allocations and recommendations. A client/account holder will pay advisory fees to EAG for MAS, and indirectly to ECM, if Empower Funds are included in the retirement plan investment options. The fees paid to ECM for management of the Empower Funds are included in the fund share price. 14 City Council 19 — 92 9/19/2023 Conflicts relating to fund recommendations: The Services operate by recommending or allocating a user's assets to funds available within a plan. The funds available for EAG's recommendations within a plan are generally established by the plan sponsor/client through which the Services are delivered, rather than by EAG. In some cases, the investment options may include or be comprised solely of investment options sponsored by EAG's affiliates. In other cases, the investment options may make third party payments described below. When this occurs, EAG's affiliates may receive additional compensation as a result of EAG's recommendations or allocations. These forms of additional affiliate compensation are: • Proprietary investment funds. EAG's affiliates offer proprietary investment funds, and EAG may recommend or allocate your assets to our affiliates' proprietary investment funds, including proprietary mutual funds and collective investment trusts. These proprietary investment funds generate additional investment management fees to EAG's family of companies. This is because EAG's affiliates provide investment management services to the proprietary fund for services like administering, managing, and supervising these funds. For example, a plan participant using the Services will pay advisory fees to EAG and indirectly to ECM if Empower Funds are included in the retirement plan investment options, and EAG recommends an allocation to a Empower Funds product. The fees paid to ECM for management of the Empower Funds are included in the fund share price. • Proprietary insurance products. EAG's parent company, EAIC, offers proprietary insurance products for investment. EAG may recommend or allocate your assets to differenttypes of EAIC insurance products and funding agreements. The majority of EAIC insurance products are annuity contracts that are structured either as a general account product or as a separate account product. If you invest in a general account product, which is an insurance product backed by the general account of an insurance company, EAG's affiliates generate revenue by retaining spread (which is the difference between actual earnings on contracts offered by the insurer), and the crediting rate declared and guaranteed by the insurer through the contract. EAG's affiliates may also receive different types of fee income if you invest in the general account or separate account products, and other third -party payments associated with investments held in the separate account. • Third Party Payments. EAG's affiliates may receive payments from other firms, non-proprietary investment funds or products, or providers, such as revenue sharing payments, in connection with the investments made pursuant to our recommendation or investment management. Conflicts related to increased use and promotion of the Services. Increased advisoryfee income. EAG's representatives may recommend that you use the Services. If you enroll in certain Services, EAG will earn additional compensation. Increased affiliate fee income. When you use the Services, EAG may recommend you increase contributions or utilize other savings or investment strategies. EAG's affiliates provide a bundle of recordkeeping, trust, custody, brokerage, investment, and other related services to retirement plans. Ifyou pay for these related services through an arrangement where our affiliates charge a direct fee, EAG's affiliates may receive additional fees for these services. These additional fees result from EAG's recommendations because you may contribute, invest, or transact in more assets with EAG's family of companies. Representative Compensation. EAG has authorized EFSI, an affiliate of EAG, and its licensed agents and registered representatives who are Empower employees (collectively referred to as Agents) to solicit, refer and market EAG's services. In addition to their salary, Agents may earn bonus compensation based upon engaging plan sponsors to offer EAG's services. Other Agents and EAG representatives may be indirectly compensated through bonus compensation, in addition to their salary, for communication, education and/or assisting participants to enroll in EAG's Services. Compensation paid to Agents or EAG representatives does not increase the fees paid by the plan, plan sponsor or participants. The incentive compensation an EAG representative receives depends on position type, but generally is calculated based on Empower and/or EAIC profitability and the achievement of individual performance goals that may include factors unrelated to an account holder's adoption of investment products or services offered through Empower. 15 City Council 19 — 93 9/19/2023 Agents and EAG representatives' individual performance goals and their related incentive compensation is based on a combination of factors including the number and quality of customer engagements during the measurement period and the amount of customer assets retained as result of the engagements. The rate of incentive compensation considers the total amount of retained or accumulated assets, compared with the monthly asset goal, as determined by EAG on a periodic basis. The asset goal is generally set on an annual basis and may differ by product or account type. Additional factors include certain qualitative factors, such as leadership, teamwork, client experience, quality and efficiency of client interactions, and adherence to corporate policies and regulatory standards. EAG's affiliates may receive payments from other firms, non-proprietary investment funds or products, or providers, such as revenue sharing payments, in connection with the investments made pursuant to our recommendation or investment management. Other Business Activities Certain senior managers and officers of EAG may also serve as executive officers of EAG's parent company, EAIC and other affiliates of EAG. Item 11— Code of Ethics, Participation or Interest in Client Transactions and Personal Trading EAG's Code of Ethics EAG has adopted a written Code of Ethics (the Code) in compliance with Rule 204A-1 of the Investment Advisers Act of 1940 (Advisers Act). The Code sets forth standards of business conduct expected of advisory personnel. It requires certain of EAG's advisory personnel to report their personal securities holdings and transactions in accordance with the Advisers Act. EAG's advisory personnel are required to comply with the Code. A copy of the Code will be provided to current or prospective clients upon request. The Code includes provisions related to: • Fiduciary responsibility to clients; • Compliance with federal securities laws; • Protection and safeguarding of confidential information; • Giving and receiving gifts, gratuities, and entertainment; • Political contributions; • Reporting and monitoring personal securities transactions; • Avoiding and disclosing conflicts of interest; and • Reporting violations ofthe Code. Personal Trading The Code requires pre -clearance of certain securities transactions. Officers, managers, and certain employees of EAG (collectively, Access Persons) may trade for their own personal accounts in securities which are recommended to and/or purchased for EAG's advisory clients. However, because the Code would permit Access Persons to invest in the same securities as clients in some circumstances, there is a possibility that employees could benefit from market activity by a client in a security held by an Access Person. As a result, trading is continually monitored in accordance with the Code and federal securities laws. The Code is intended to ensure that the personal securities transactions and the outside business activities of EAG's Access Persons do not interfere with making decisions in the best interest of advisory clients. Principal Trading EAG has adopted a policy and practice not to engage in any principal transactions. EAG holds no investments for its own accounts which could be bought from, or sold to, an advisory client. In the event of any change in EAG's policy, any such change must be approved by management. Any principal transactions would be permitted only after meeting the review and approval requirements described under the anti -fraud section of the Advisers Act. 16 City Council 19 — 94 9/19/2023 Participation or Interest in Client Transactions Affiliate EFSI effects Securities Transactions for Advisory Clients Registered representatives of EFSI may provide wholesaling, direct sales, enrollment, and/or communication services to retirement plans and their participants for which EAG may also provide its services. In return, EFSI may receive fees from either the plan or the investment provider (fund families). All securities transactions which occur as a result of EAG's services, as described in this Brochure, are executed by EFSI. EFSI may receive compensation in the form of 12b-1 fees or other compensation from mutual fund companies or from the other investments that may be available as plan investment options. In all instances, EAG's affiliation with these entities is disclosed. Allocations in the investment options are solely determined and based on Morningstar Investment Management's software and not determinations made by EAG. The compensation paid by EAG to Morningstar Investment Management for Morningstar Investment Management's proprietary software advice program does not vary based on the allocations made or recommended by Morningstar Investment Management. Because Morningstar Investment Management is unaffiliated with EAG and EFSI, EAG does not believe there is a conflict of interest. Affiliate EAIC or ELAINY Proprietary Investments Investment options into which participant or accountholder assets may be allocated, pursuant to the OA or the MA services may be through a fixed and variable deferred annuity issued by EAIC or ELAINY. Because Morningstar Investment Management is unaffiliated with EAG, EAIC, ELAINY and their affiliates, EAG does not believe there is a conflict of interest. However, in all instances, EAG's affiliation with EAIC and/or EAIC's affiliates, as applicable, will be disclosed. Item 12—Brokerage Practices Brokerage Selection; Best Execution For retirement plans, the plan sponsor or its agent selects the broker -dealer used by the retirement plan and determines the reasonableness of the compensation. EAG does not select or recommend broker -dealers for stock transactions or self -directed brokerage accounts and does not determine the reasonableness of broker -dealer's compensation. Transactions recommended by Morningstar Investment Management for the Service are processed by EAG's affiliated recordkeeper, Empower, and generally executed through EFSI. Soft Dollar Practices As a matter of policy, EAG does not utilize research or other products or services from third parties in connection with client securities transactions on a soft -dollar commission basis. Directed Brokerage The plan sponsor may elect to offer brokerage services to participants in the retirement plan. EAG does not participate in such decisions and does not provide recommended portfolios or investment recommendations on assets held in a brokerage account under the retirement plan. Trade Aggregation EAG does not bunch orders or engage in block trades to execute equity orders for clients. Client accounts are generally held intrust per regulatory requirements. Further, most trades are mutual funds where trade aggregation does provide any additional client benefits. Item 13 — Review of Accounts At least annually, EAG personnel review the methodologies used by Morningstar Investment Management to power the OIG, OA, and MA services to ensure that they are consistent with investment advisory best practices, current technology, applicable law, and the terms of the agreement between EAG and Morningstar Investment Management. Neither EAG nor Morningstar Investment Management review the personal financial information of participants as provided by the participants or the Plan Sponsor and do not assume responsibility for any incomplete or erroneous 17 City Council 19 — 95 9/19/2023 information. Such information, which includes date of birth, salary, gender and/or state of residence, must be reviewed periodically by the participant and/or the Plan Sponsor who in turn are responsible for notifying EAG of any changes, errors, or omissions to such information. EAG conducts the following review of its clients' accounts: Online Investment Guidance EAG does not conduct any review or other oversight for participants enrolled in this service. Online Advice EAG does not conduct review of its participant's accounts in respect to investment oversight, monitoring, or rebalancing. Participants receive from EAG's investment recommendations based on the investment options provided in their specific retirement plan. It is the responsibility of OA clients to review and update their accounts to adjust for changes in the investments they own and to determine whether the recommendations are suitable for their particular investment needs. OA clients should also review and update their accounts if significant changes occur in their personal circumstances. Managed Account Service Under the MA service, participant assets in the investment options are monitored, rebalanced, and reallocated on a periodic basis by EAG, based on Morningstar Investment Management's software program. On an annual basis, based on the individual's birth date, those enrolled in the MA service will receive an Annual Kit containing an account update and forecast statement. Morningstar Investment Management updates the capital market assumptions underlying their methodology used to construct the asset classes, at least annually, then makes changes to the portfolio allocations, as necessary. The portfolios are also monitored on a regular basis on current portfolio allocations and adjustments are made as necessary. Reporting to Clients Participants enrolled in the MA service receive a MA Welcome Kit shortly after enrollment and an account update at least annually. Participants enrolled in OA can review their accounts and generate their own reports at any time. Individuals are encouraged to update significant changes to their personal information via the appropriate toll -free customer service number. In addition, all individuals receiving Services are provided quarterly account statements generated by the plan's recordkeeper. Item 14— Client Referrals and Other Compensation EAG has authorized EFSI, an affiliate of EAG, and its licensed agents and registered representatives who are Empower employees (collectively referred to as Agents) to solicit, refer and market EAG's services. EAG does not pay any compensation directly to EFSI or its Agents for the solicitation activities performed by EFSI and its Agents. The Agents receive compensation in the form of a salary and a variable bonus paid by Empower. No commissions are paid to Agents for the Services by EAG or EFSI. Agents may earn bonus compensation based upon engaging plan sponsors to offer EAG's services. Other Agents and EAG representatives may be indirectly compensated through bonus compensation, in addition to their salary, for communication, education and/or assisting participants to enroll in EAG's Services. The incentive compensation an EAG representative receives depends on position type, but generally is calculated based on Empower Retirement and/or EAIC profitability and the achievement of individual performance goals that may include factors unrelated to an account holder's adoption of investment products or services offered through Empower Retirement. Agents and EAG representatives' individual performance goals and their related incentive compensation is based on a combination of factors including the number and quality of customer engagements during the measurement period and the amount of customer assets retained as result of the engagements. The rate of incentive compensation considers the total amount of retained or accumulated assets, compared with the monthly asset goal, as determined by EAG on a periodic basis. The asset goal is generally set on an annual basis and may differ by product or account type. Additional factors may include certain qualitative factors, such as leadership, teamwork, 18 City Council 19 — 96 9/19/2023 client experience, quality and efficiency of client interactions, and adherence to corporate policies and regulatory standards. Compensation paid to Agents or EAG representatives does not increase the fees paid bythe plan, plan sponsor or Members. Item 15 —Custody EAG does not maintain actual custody of its clients' cash, bank accounts, or securities. Pursuant to Rule 206(4)-2 of the Advisers Act as amended, EAG is deemed to have constructive custody with respect to certain client funds and securities. This is because an affiliated party is the custodian and directed or discretionary trustee of certain retirement plan accounts. In addition to annual audits, these accounts, are subject to surprise custody verifications by an independent public accountant each year, as required by Rule 206(4)-2. If applicable, EAG's clients receive periodic account statements (at least quarterly) from their custodian and should carefully review these statements. Certain clients may have assets held by unaffiliated custodians. Item 16—Investment Discretion EAG provides discretionary investment management services for those plan participants who enroll and participate in the MA service; EAG does not offer or engage in discretionary investment services for either OIG or OA. The MA service is a professional, flexible asset management program that utilizes data from the methodologies and proprietary software program developed and employed by its IFE, Morningstar Investment Management. To provide the MA service to plan participants, EAG retains discretionary authority over the allocation of available investment options without requiring prior approval of each transaction. All ongoing investment transfers and investment direction changes are implemented for plan participants enrolled in the Managed Account service. Item 17 — Voting Client Securities EAG does not assume the responsibility to provide assistance or vote proxies or other issuer communications regarding your Account, or to exercise voting or other decision -making authority regarding proxies or other issuer communications. Correspondence regarding the matters described in this section will be handled in connection with the Plan's policies and service provider arrangements. EAG, as a registered investment adviser, and as a matter of practice, does not accept authority to vote client securities in connection with any of the services described in this Brochure. Correspondence regarding the matters described in this section will be handled in connection with the Plan's policies and service provider arrangements. Item 18 Financial Information As previously discussed, under certain circumstances EAG has discretionary authority over certain client funds and securities. Accordingly, EAG is required to disclose information about its financial condition that is reasonably likely to impair its ability to meet contractual commitments to its clients. EAG has no financial commitment that impairs its ability to meet contractual commitments to its clients, nor has EAG been the subject of a bankruptcy proceeding. Further, EAG does not require or solicit prepayment of fees in excess of $1,200 per client more than six months in advance. 19 City Council 19 — 97 9/19/2023 Exhibit 5 City of Santa Ana - Insurance Requirements Empower 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 Empower, his agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office (ISO) 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 Contractor 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. 3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employers' Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease and disease policy limit. 4. Professional Liability, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate. If the Empower 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 Empower. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 95 City Council 19 — 98 9/19/2023 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 from the work or operations performed by Empower 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 Empower's insurance. Primary Coverage For any CGL claims related to this contract, Empower's insurance coverage shall be primary coverage 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 Empower's insurance and shall not contribute with it. Notice of Cancellation Upon written request, Empower will offer proof of insurance renewal or extension within 30 days following the expiration date of any of the policies required. Such certificate(s) shall suffice as evidence that required insurance is maintained. Waiver of Subrogation Empower hereby grants to City a waiver of any right to subrogation which any insurer of Empower may acquire against the City by virtue of the payment of any loss under such insurance. Empower 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 the City. The City may require the Consultant to 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. 96 City Council 19 — 99 9/19/2023 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 three (3) 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, Empower must purchase "extended reporting" coverage for a minimum of three (3) years after completion of contract work. Verification of Coverage Empower 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) to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Empower's obligation to provide them. Subcontractors If any subcontractors are engaged by Consultant specifically for the provision of services to the Entity, subcontractors' insurance coverages may or may not comply with the Entity's minimum insurance requirements. Consultant agrees that it retains responsibility for performance of all services herein, including components performed by 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. However, if City requires new limits or coverage that exceed Empower's current limits or coverage then City will be responsible for these additional premium costs. 97 City Council 19 — 100 9/19/2023 City of Santa Ana -Master Services Agreement -Empower Response to Insurance Exhibit 8.17.23_clean_Empower signed Final Audit Report 2023-08-31 Created: 2023-08-31 By: Kristin Andrade (kandrade@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAASyaE-H4pT4Z-5tsiglsO3MvnrJFaseLc "City of Santa Ana _Master Services Agreement_ Empower Resp onse to Insurance Exhibit 8.17.23_clean_Empower signed" Histo ry Document created by Kristin Andrade (kandrade@santa-ana.org) 2023-08-31 - 3:16:37 PM GMT Document emailed to Kathryn Downs (kdowns@santa-ana.org) for signature 2023-08-31 - 3:17:26 PM GMT Email viewed by Kathryn Downs (kdowns@santa-ana.org) 2023-08-31 - 3:17:43 PM GMT =, Document e-signed by Kathryn Downs (kdowns@santa-ana.org) Signature Date: 2023-08-31 - 3:18:05 PM GMT - Time Source: server Agreement completed. 2023-08-31 - 3:18:05 PM GMT Ado i y ouncl . 19 — 101 9/19/2023 Police Department www.santa-ana.org/police 20 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report September 19, 2023 TOPIC: Policy Manual Maintenance and Support to the Police Department AGENDA TITLE Approve Master Service Agreement with Lexipol, LLC to provide Policy Manual Maintenance and Support to the Police Department (General Fund and Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute an agreement with Lexipol, LLC for the period of October 1, 2023 through September 30, 2026, to provide policy manual maintenance, support, and training services to the Police Department in an amount not to exceed $175,573.29, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Proposal Lexipol, LLC ("Lexipol") proposes to provide the Santa Ana Police Department ("SAPD") with web -based law enforcement policy manual, maintenance, support, and training services. The agreement includes Annual Law Enforcement Policy & Daily Training Bulletin (DTB) Subscription, Annual Custody Policy & DTB Subscription, Annual Corrections Supplemental Manual, and CorrectionsOne Academy. CorrectionsOne Academy is an online training platform that provides courses certified through California Board of State and Community Corrections (BSCC) for annual continuing education requirements. The Lexipol Law Enforcement & Custody Policy Manual has over 150 policies based on federal and state laws, regulations, and law enforcement best practices. CorrectionsOne Academy also includes over 550 courses, training videos, and management features to meet annual training mandates. City Council 20-1 9/19/2023 Policy Manual Maintenance and Support the Police Department September 19, 2023 Page 2 What is Lexipol? Lexipol provides a cost-effective model that protects and maximizes taxpayer resources. Lexipol provides law enforcement employees the knowledge, skills, and abilities to protect their communities by crafting legally sound policies and procedures. Lexipol does not act as a policy maker; SAPID has the responsibility to make policy decisions and customize policies to align with the community's needs and the Department's values. Lexipol's policies are developed to align with state and federal laws, court decisions, and provide officers with guidance to improve policing outcomes and minimize risk. Compliance with sound policies, coupled with proper supervision and disciplinary action, leads to risk reduction. Lexipol's policy management is accessible online and via mobile devices, and includes: • Comprehensive guidance that complies with federal and state laws and regulations and provides the ability to customize policy to fit Department and community needs • Policy updates as laws and regulations change • Policy implementation assistance from qualified professionals • Scenario -based Daily Training Bulletins with tests to reinforce and demonstrate policy comprehension What About Community Input? Lexipol's model does not prevent community input in enacting policies. In fact, SAPD has modified approximately 50% of the Lexipol policy content incorporating the community's input, needs, and values in many key policies including Body Worn Cameras, Cite and Release, Vehicle Tow and Release, Criminal Organizations, and Immigration Violations. These are examples of policies customized with community input. Pursuant to state law, all of SAPD's policies and procedures are available online for members of the community to review and provide comment, if so desired. Additionally, the newly formed Police Oversight Commission has the authority to conduct public meetings to educate the community on the purpose of the Commission and provide a forum for discussions about police policies, practices, and procedures. (SAMC 2-6650)). What About the Use of Force Policy? Lexipol's use of force policy aligns with, and has been revised internally to, mirror state law. The use of force policy requires officers to intervene to stop uses of excessive force, it prohibits chokeholds and carotid restraints, and requires de-escalation tactics when time and circumstances permit. City Council 20 — 2 9/19/2023 Policy Manual Maintenance and Support the Police Department September 19, 2023 Page 3 How are Lexipol's Policies Developed? Lexipol's policies are developed by legal teams who access numerous sources when developing best practice policy guidance and who monitor major court decisions, legislation, and emerging trends affecting law enforcement operations. Lexipol provides periodic updates in response to legislative mandates, case law, and evolving law enforcement best practices. Lexipol archives departmental policies and tracks changes, facilitating improved documentation of policy revisions. Lexipol also has a mechanism in place that documents officers who have reviewed policies to ensure their training records are up to date. The Department has subscribed to Lexipol for over ten years, which has been an asset to the Department's training program. What Are Daily Training Bulletins? In addition, Lexipol provides Daily Training Bulletin ("DTB") services which are designed to assist law enforcement employees learn the content of the policy manual and the practical application of the policies. To ensure understanding and proficiency, Lexipol furnishes 365 customizable, scenario -based training bulletins that link directly to the policy manual each year. The DTBs address uses of force, vehicle operations, discrimination and harassment, and various other law enforcement risk management topics. The Police Department may customize DTBs to address agency -specific topics and scenarios. What Will the Department do Without Lexipol? Without Lexipol, SAPID will not be permitted to utilize Lexipol's copyrighted materials and will immediately be required to assemble an entire team of professionals, including attorneys, to research revise, draft, oversee, and maintain oversight of over 150+ policies and 90+ procedures excluding Jail policies and procedures. Moreover, there is no governmental entity or agency that develops and provides policies to law enforcement agencies. As such, agencies are left to do this on their own, with very limited resources. Importantly, the City is a member of Independent Cities Risk Management Authority (ICRMA), a risk pooling and risk management entity that strives to lessen the liability exposure and insurance costs to their member cities in general. Therefore, due to the increasing costs of insuring and litigating police liability claims and lawsuits, ICRMA has implemented this plan to assist member cities in developing and implementing their police practices. Lexipol provides police policies, best practices, and training consistent with California statutes and policing issues in today's environment, while helping police departments prepare for the future. This consistency provides insurers with a higher level of confidence that the potential for police liability claims and lawsuits will remain manageable instead of skyrocketing. If the costs continue to rise exponentially, the alternative will result in insurance companies, excess insurers, and reinsurers pulling out of insuring California municipalities all together which will cause municipalities to pay all claims costs from dollar one to infinity. City Council 20 — 3 9/19/2023 Policy Manual Maintenance and Support the Police Department September 19, 2023 Page 4 What is the Cost for a Three Year Subscription? The First -year subscription fee is $67,949, which includes a one-time Jail manual implementation cost. The Board of State and Community Corrections (BSCC) will pay for the costs associated with the Lexipol CorrectionsOne subscription for the agreement. CorrectionsOne subscription term was set to begin July 1, 2023. The City receives subvention from BSCC for the training of eligible corrections officers. BSCC will pay $7,653 of Year One of the agreement. The subscription renewal fees for the Year Two will be $52,653.31, of which BSCC will pay for $6,300. Year Three of the agreement will be $54,970.98 and BSCC will pay for $6,300. At the conclusion of the three-year term, the total amount paid to Lexipol will be $175,573.29. FISCAL IMPACT Funding is available in the FY 2023-24 budget and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration as follows: Fiscal Year Accounting Unit— Fund Description Accounting Unit — Amount Account No. Account No. Description PD Jail Operations, FY 23-24 01114475-62140 General Fund Implementation, $30,143.09 Subscriptions FY 23-24 01114410-62140 General Fund PD Training Services, $30,152.91 Subscriptions FY 23-24 02414401-62140 Police Activities & Police Special Rev-STC $7 653.00 Programs Fund Program, Subscriptions FY 24-25 01114475-62140 General Fund PD Jail Operations, $14,692.75 Subscriptions FY 24-25 01114410-62140 General Fund PD Training Services, $31,660.56 Subscriptions FY 24-25 02414401-62140 Police Activities & Police Special Rev-STC $6,300.00 Programs Fund Program, Subscriptions FY 25-26 01114475-62140 General Fund PD Jail Operations, $15,427.39 Subscriptions FY 25-26 01114410-62140 General Fund PD Training Services, $33,243.59 Subscriptions FY 25-26 02414401-62140 Police Activities & Police Special Rev-STC $6,300.00 Programs Fund Program, Subscriptions Total $175,573.29 EXHIBIT(S) 1. Agreement with Lexipol 2. Independent Cities Risk Management Authority (ICRMA), Police Liability Risk Control Plan Submitted By: David Valentin, Police Chief Approved By: Kristine Ridge, City Manager City Council 20 — 4 9/19/2023 lif"LEXIPOL MASTER SERVICE AGREEMENT Agency Name DEPARTMENT NAME Santa Ana Police Department Agency Address DEPARTMENT ADDRESS 60 Civic Center Plz POB 1981 CITY, STATE ZIP Santa Ana, CA 92701 Attention Lexipol's Address 2611 Internet Boulevard, Suite 100 Frisco, TX 75034 Effective Date INSERT EFFECTIVE DATE 10/1/2023 This Master Service Agreement (the "Agreement") is entered into by and between Lexipol, LLC, a Delaware limited liability company ("Lexipol"), which may include one or more Lexipol subsidiary entities, and the Agency identified above. This Agreement consists of: (a) this Cover Sheet (b) Exhibit A - Selected Services and Associated Fees (c) Exhibit B - Terms and Conditions Specific to this Agreement Each individual signing below represents and warrants that they have full and complete authority to bind the party on whose behalf they are signing to all terms and conditions contained in this Agreement. DEPARTMENT NAME (STATE) Signature See below Print Name: Title Date Lexipol, LLC Signature Print Name: Jan Roos Title: Vice President & General Counsel Date: 8-14-2023 City Council 20-5 9/19/2023 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: JENNIFER L. HALL City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: TAMARA BOGOSIAN Senior Assistant City Attorney CITY OF SANTA ANA KRISTINE RIDGE City Manager RECOMMENDED FOR APPROVAL: DAVID VALENTIN Chief of Police City Council 20 — 6 9/19/2023 Exhibit A Selected Services and Assciated Fees Agency is purchasing the following: TERM ONE DESCRIPTION TERM UNIT PRICE DISCOUNT EXTENDED Jail Policy Manual Implementation, Tiers I, II & III One-time cost 19,000.00 15% $ 16,150.00 CorrectionsOne Academy (Prorated + 2 months to align wit 7/1/2023 - 9/30/2024 7,653.00 $ 7,653.00 Annual Law Enforcement Policy & DTB Subscription 10/1/2023 - 9/30/2024 30,152.91 0% $ 30,152.91 Annual Custody Policy & DTB Subscription 10/1/2023-9/30/2024 12,388.16 0% $ 12,388.16 Annual Corrections Supplemental Manual (SPS) 10/1/2023 - 9/30/2024 1,6014.931 0% $ 1,604.93 TERM ONE TOTAL $ 70,799.00 1 $ 67,949.00 Term One Subscription Total $ 67,949.00 TERM TWO DESCRIPTION TERM UNIT PRICE DISCOUNT EXTENDED CorrectionsOne Academy (Prorated + 2 months to align wit 10/1/2024 - 9/30/2025 $ 6,300.00 0% $ 6,300.00 Annual Law Enforcement Policy & DTB Subscription 10/1/2024 - 9/30/2025 $ 31,660.56 0% $ 31,660.56 Annual Custody Policy & DTB Subscription 10/1/2024 - 9/30/2025 $ 13,007.57 0% $ 13,007.57 Annual Corrections Supplemental Manual (SPS) 10/1/2024 - 9/30/2025 $ 1,685.18 0% $ 1,685.18 0% TERM TWO TOTAL $ 52,653.31 $ 52,653.31 Term Two Subscription Total $ 52,653.31 TERM THREE TOTAL DESCRIPTION TERM UNIT PRICE DISCOUNT EXTENDED CorrectionsOne Academy (Prorated + 2 months to align wit 10/1/2025 - 9/30/2026 $ 6,300.00 0% $ 6,300.00 Annual Law Enforcement Policy & DTB Subscription 10/1/2025 - 9/30/2026 $ 33,243.59 0% $ 33,243.59 Annual Custody Policy & DTB Subscription 10/1/2025 -9/30/2026 $ 13,657.95 0% $ 13,657.95 Annual Corrections Supplemental Manual (SPS) 10/1/2025 -9/30/2026 $ 1,769.44 0% $ 1,769.44 0% $ - TERM THREE TOTAL $ 54,970.98 $ 54,970.98 Term Three Subscription Total $ 54,970.98 Total Not to Exceed $175,573.29 Exhibit B Terms and Conditions of Service 1. Definitions. For purposes of Lexipol's Terms and Conditions of Service (the "Terms"), each of the following capitalized terms will have the meaning included in this Section. Other capitalized terms are defined within their respective sections below. Depending on the selected Service(s), Agency may receive support from, and be invoiced by, a Lexipol subsidiary, including The Praetorian Group and/or Cordico Inc. 1.1 "Agency" means the department, agency, office, company, or other entity purchasing and/or otherwise subscribing to Lexipol products or services. 1.2 "Agreement" means the combination of (a) the cover sheet to which these Terms are attached; (b) Lexipol's subscription and pricing information sheets, which are typically included as an Exhibit A ("Services Being Purchased and Related Fees") or as set forth in any similar pricing sheet (including by way of addendum); and (c) these Terms. 1.3 "Derivative Work(s)" means work(s) based on Lexipol's Subscription Materials, or any substantive portion thereof. Derivative Works include revision, modification, abridgement, condensation, expansion, or any other form in which the Subscription Materials or any portion thereof are recast, transformed, or I y ounCl 0 — /2023 that incorporates any portion of the Subscription Materials. Further, "Derivative Work" includes any work considered a "derivative work" under United States copyright law. 1.4 "Effective Date" means the date specified on the cover sheet to which these Terms are attached, or as otherwise expressly set forth and agreed upon by Lexipol and Agency in a writing and defined as the "Effective Date." 1.5 "Initial Term" means the period commencing on the Effective Date and continuing for the length of time indicated on the cover sheet or subscription and pricing sheet provided by Lexipol. If the Initial Term is not so indicated, the default Initial Term is one (1) year from the Effective Date. 1.6 "Service(s)" means all Lexipol product(s) or service(s), including one-time and recurring (subscription) services, as may be offered by Lexipol and/or its subsidiaries and affiliates from time to time. 1.7 "Subscription Materials" means all policy manuals, supplemental publications, daily training bulletins, written content, images, videos, and all other data and multimedia provided by Lexipol and/or its licensors through the Services. Term. The Agreement becomes enforceable upon signature by Agency's authorized representative. Following the Initial Term, the Agreement shall renew in successive one-year periods thereafter (each a "Renewal Term") unless one party provides written notice of non -renewal to the other party at least thirty (30) days prior to expiration of the then -current term. The Initial Term and all Renewal Terms collectively comprise the "Term" of the Agreement. 3. Termination. 3.1 For Cause. The Agreement may be terminated by either party, effective immediately, (a) in the event that the other party fails to discharge any obligation or remedy any default under the Agreement for a period of more than thirty (30) calendar days after it has been given written notice of such failure or default; or (b) in the event that the other party makes an assignment for the benefit of creditors or commences or has commenced against it any proceeding in bankruptcy, insolvency or reorganization pursuant to the bankruptcy laws of any applicable jurisdiction. 3.2 For Convenience. The Agreement may be terminated for convenience (including lack of appropriation of funds by Agency) upon sixty (60) days written notice. Note: fees already paid for Services are not eligible for refund, proration or offset in the event of Agency's termination for convenience. Copyright© Lexipol, LLC 1995-2022 Rev. 1.1.2022 4. Effect of Expiration or Termination. Upon the expiration or termination of the Agreement for any reason, Agency's access to Lexipol's Services shall cease. Termination or expiration of the Agreement shall not, however, relieve either party from any obligation or liability that has accrued under the Agreement prior to the date of such termination or expiration, including payment obligations. The right to terminate the Agreement shall be in addition to, and not in lieu of, any other remedy, legal or equitable, to which the parties are entitled at law or in equity. The provisions of Sections 1 (Definitions), 6 (Service -Specific Terms), 8 (Privacy Policy), 8 (Warranty Disclaimer), 9 (Confidentiality), 10 (Warranty Disclaimer), 11 (Limitation of Liability), 12 (General Terms), and this Section 4 shall survive the expiration or termination of the Agreement for any reason. 5. Fees and Invoicing. Unless otherwise agreed upon in writing, Lexipol (or, if applicable, The Praetorian Group or Cordico Inc.) will invoice Agency at the commencement of the Initial Term and thirty (30) days prior to each Renewal Term. Agency will pay to Lexipol the fee(s) specified on each invoice within thirty (30) days following receipt of the invoice. All invoices will be sent to Agency at the address specified on the cover sheet to which these Terms are attached or as otherwise designated by Agency in writing. All payments will be made by electronic transfer of immediately available funds or by mailing a check to Lexipol at 2611 Internet Blvd, Ste 100, Frisco, TX 75034 (Attn: Accounts Receivable). Lexipol reserves the right to City Council 20 — 8 9/19/2023 increase fees for Renewal Terms. All amounts required to be paid under the Agreement are exclusive of taxes and similar fees now in force or enacted in the future. Unless otherwise exempt, Agency is responsible for and will pay in full all taxes properly imposed related to its receipt of Lexipol's Services, except for taxes based on Lexipol's net income. In the event any amount owed by Agency is not paid when due, and such failure is not cured within ten (10) days after written notice thereof, then in addition to any other amount due, Agency shall pay a late payment charge on the overdue amount at a rate equal to the lower of (a) one percent (1 %) per month, or (b) the highest rate permitted by applicable law. 6. Service -Specific Terms. The following sections apply to specific Lexipol Services: 6.1 Policy. Lexipol's policy Subscription Materials and Knowledge Management System ("KMS") are proprietary, protected under U.S. copyright, trademark, patent, and/or other applicable laws, and Lexipol reserves all rights not expressly granted in these Terms. Agency may prepare Derivative Works using Lexipol's Subscription Materials, but Lexipol shall remain the sole owner of all right, title and interest in and to them, including all copyrights, intellectual property rights, and other proprietary rights therein or pertaining thereto. Agency shall retain a perpetual, personal, non-sublicensable and non -assignable right to use the Subscription Materials for Agency's internal purposes but will not remove any copyright notice or other proprietary notice of Lexipol appearing thereon. Agency acknowledges and agrees that Lexipol shall have no responsibility to update such Subscription Materials beyond the Term of the Agreement and shall have no liability whatsoever for Agency's creation or use of Derivative Works. Lexipol's Subscription Materials are to be treated as Confidential Information (per Section 9 herein), but Agency may disclose Subscription Materials pursuant to a valid court order, lawful government agency request, Freedom of Information Act (FOIA) request, or Public Records Act (PRA) request. Agency acknowledges and agrees that all policies and procedures it implements have been individually reviewed and adopted by Agency, that neither Lexipol nor any of its agents, employees, or representatives shall be considered "policy makers" in any legal or other sense, and that Agency's highest-ranking official shall, for all purposes, be considered the "policy maker" with regard to same. Lexipol's KMS Service is subject to the Service Level Agreement attached to these Terms. Copyright© Lexipol, LLC 1995-2022 Rev. 1.1.2022 6.2 Learning. Lexipol's Learning Management System ("LMS"), offered by Praetorian Digital, is a proprietary Service protected under U.S. copyright, trademark, patent, and other laws. Lexipol and its licensors retain all rights, title, and interest in and to the LMS (including, without limitation, all intellectual property rights), including all copies, modifications, extensions, and Derivative Works thereof. Agency's right to use the LMS is limited to the rights expressly granted in the Agreement. Agency Data, defined as data owned by Agency prior to the Effective Date or which Agency provides during the Term for purposes of identifying authorized users, confirming agency or department information, or other purposes that are ancillary to receipt of the Service, remains Agency's property. Lexipol retains no right or interest in Agency Data and shall return or destroy Agency Data following termination of the Agreement. Lexipol's LMS Service is subject to the Service Level Agreement attached to these Terms. 6.3 Wellness. This Section applies when Agency subscribes to Lexipol's Wellness Application ("Wellness App") offered by Cordico®. All Subscription Materials delivered by the Wellness App, including but not limited to all object and source code, all information created, developed, or reduced to practice, and all written, image -based, or video -based content underlying the Wellness App that is not specifically provided by Agency is the proprietary intellectual property of Lexipol and/or its suppliers or licensors, protected to the maximum extent permitted by trademark, copyright, and patent laws. Agency is granted a City Council 20 — 9 9/19/2023 nonexclusive limited right to access the Wellness App during the Term. If the Agreement is terminated or expires for any reason, Agency shall lose access to the Wellness App and to all associated Subscription Materials and shall discontinue all use of the same for any purpose. Nothing in this section or these Terms shall be construed as conferring any right of ownership or use to the Wellness App, whether by estoppel, implication or otherwise. 6.4 Grants. This Section applies when Agency selects Lexipol's Grant Writing, Consulting, and/or GrantFinder services. For Grant Writing services, Agency takes full responsibility for submitting information reasonably required by Lexipol's grant writing team in a timely manner (at least five (5) days prior to the applicable grant application close date). Agency is responsible for all submissions of final grant applications by grant deadlines, but Lexipol shall be considered Agency's duly authorized representative for submissions where applicable. Failure to submit requested materials to write grant applications on time will result in rollover of project services and fees to next grant application cycle; not a refund of the fees. Requests for cancellation of Grant Writing services will result in a 50% fee of the total value of the service. Invoices for Grant Writing services will be sent as soon as work begins for the applicable target grant. Complete payment must be received no later than thirty (30) days after receipt of invoice. In the event Agency has not made timely payment on an invoice, Lexipol reserves the right to suspend all grant Services to Agency until past -due payments are received in full, and may terminate Agency's access to GrantFinder, if applicable. Invoices over thirty (30) days past due may be charged a twenty-five dollar ($25) late fee. 6.5 Generally; Injunctive Relief. Nothing in the Agreement shall be construed as conferring any rights or license to Lexipol's trade secrets, intellectual property, Confidential Information, Subscription Materials, KMS, LMS, Wellness App, or the software underlying such products and services, whether by estoppel, implication or otherwise. Agency may not, and may not assist others to, decompile, disassemble, reverse engineer, or otherwise attempt to discover any object code, source code, or proprietary data underlying the Services. Agency grants all rights and permissions in or relating to Agency Data as are necessary to Lexipol to enforce the Agreement, exercise Lexipol's rights, and perform Lexipol's obligations hereunder. Agency acknowledges that a breach or threatened breach of any portion of this Section may cause irreparable harm and shall entitle Lexipol to injunctive relief in addition to any other available remedy. Copyright© Lexipol, LLC 1995-2022 Rev. 1.1.2022 7. Account Security. The rights to access and use the Services under the Agreement are personal and unique to Agency and Agency shall not assign or otherwise transfer any such rights to any other person or entity. Except as set forth herein, Agency remains solely responsible for maintaining the confidentiality of Agency's username(s) and password(s) and the security of Agency's account(s), meaning the account by which Agency accesses the Services. Agency will not permit access to Agency's account(s) or use of Agency's username(s) and/or password(s) by any person or entity other than authorized Agency personnel. Agency will immediately notify Lexipol if Agency becomes aware that any person or entity other than authorized Agency personnel has used Agency's Account or Agency's username(s) and/or password(s). 8. Privacy Policy. Lexipol will hold Agency Data in confidence unless required to provide access in accordance with a court order, government agency request, or other legal process such as a Freedom of Information Act (FOIA) request, or Public Records Act (PRA) request. Lexipol will use commercially reasonable efforts to ensure the security of all Agency Data. Lexipol's systems use the Secure Socket Layer (SSL) Protocol for Lexipol Services, which encrypts information as it travels between Lexipol and each Agency. However, Agency acknowledges and agrees that data transmission on the internet is not always 100% secure and Lexipol cannot and does not warrant that information Agency transmits to or through the Services is 100% secure. Agency acknowledges that Lexipol may provide view -only access and summary City Council 20 — 10 9/19/2023 information (which may include number of policies developed or in development, percentage of staff reviews of developed policies and DTBs) to Agency's affiliated Risk Management Authority, Insurance Pool or Group, or Sponsoring Association if they are actively funding member Agency Subscription Fees. 9. Confidentiality. During the term of the Agreement, either party may be required to disclose information to the other party that is marked "confidential" or is of such a type that the confidentiality thereof is reasonably apparent (collectively, "Confidential Information"). The receiving party will: (a) limit disclosure of any Confidential Information of the other party to the receiving party's directors, officers, employees, agents and other representatives (collectively "Representatives") who have a need to know such Confidential Information in connection with the Services; (b) advise its personnel and agents of the confidential nature of the Confidential Information and of the obligations set forth in the Agreement; (c) keep all Confidential Information confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information to any third party unless expressly authorized by the disclosing party. Notwithstanding the foregoing, a party may disclose Confidential Information pursuant to a valid governmental, judicial, or administrative order, subpoena, discovery request, regulatory request, Freedom of Information Act (FOIA) request, or Public Records Act (PRA) request, or similar method, provided that the party proposing to make any such disclosure will promptly notify, to the extent practicable, the other party in writing of such demand for disclosure so that the other party may, at its sole expense, seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information. Each party shall be responsible for any breach of this section by any of such party's personnel or agents. 10. Warranty Disclaimer. ALL SERVICES AND SUBSCRIPTION MATERIALS ARE PROVIDED "ASIS" AND LEXIPOL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT, AS WELL AS ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Copyright© Lexipol, LLC 1995-2022 Rev. 1.1.2022 11. Limitation of Liability. Lexipol's cumulative liability resulting from any claims, demands, or actions arising out of or relating to the Agreement, the Services, or the use of any Subscription Materials shall not exceed the aggregate amount of subscription fees actually paid to Lexipol by Agency for the associated Services during the twelve-month period immediately prior to the assertion of such claim, demand, or action. In no event shall Lexipol be liable for any indirect, incidental, consequential, special, exemplary damages, or lost profits, even if Lexipol has been advised of the possibility of such damages. The limitations set forth in this Section shall apply whether the subject claim is based on breach of contract, tort, strict liability, product liability or any other theory or cause of action. 12. General Terms. 12.1 General Interpretation. The language used in the Agreement and these Terms shall be deemed to express the mutual intent of Lexipol and Agency. The Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under the Agreement. 12.2 Invalidity of Provisions. Each of the provisions contained in the Agreement and these Terms is distinct and severable. A declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision City Council 20 —11 9/19/2023 hereof. Further, if a court of competent jurisdiction finds any provision of the Agreement to be invalid or unenforceable, the parties agree that the court should endeavor to give effect to the parties' intention as reflected in such provision to the maximum extent possible. 12.3 Waiver. Lexipol's failure to exercise, or delay in exercising, any right or remedy under any provision of the Agreement shall not constitute a waiver of such right or remedy. 12.4 Governing Law. The Agreement shall be construed in accordance with, and governed by, the laws of the State in which Agency is located, without giving effect to any choice of law doctrine that would cause the law of any other jurisdiction to apply. 12.5 Compliance with Laws. Each party shall maintain compliance with all applicable laws, rules, regulations, and orders promulgated by any federal, state, or local government body or agency relating to its obligations pursuant to the Agreement and these Terms. 12.6 Attorney's Fees. If any action is brought by either party to the Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorneys' fees and expenses of litigation. 12.7 Notices. Any notice required by the Agreement or given in connection with it shall be in writing and shall be made by certified mail (postage prepaid), recognized overnight delivery service, or (if mutually agreed upon) by email to authorized recipients at such address as each party may indicate from time to time. Alternatively, electronic mail or facsimile notice to established and authorized recipients is acceptable when acknowledged by the receiving party. 12.8 Entire Agreement. The Agreement, including these Terms, embodies the entire agreement and understanding of the parties hereto and expressly supersedes all prior written and oral agreements and understandings with respect to the subject matter hereof. No representation, promise, or statement of intention has been made by any party hereto that is not embodied in the Agreement. Terms and conditions set forth in any purchase order or any other form or document that are inconsistent with or in addition to the terms and conditions set forth in the Agreement are hereby objected to and rejected in their entirety, regardless of when received, without further action or notification, and shall not be considered binding unless specifically agreed to in writing by both parties. No amendment, modification, or supplement to the Agreement shall be binding unless it is in writing and signed by the party sought to be bound thereby. 12.9 Counterparts. The Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document for purposes of the Agreement. Lexipol Service Level Agreement for Cloud -Based Services 1. Response Times. For issues relating to Lexipol's online, cloud -based Services (e.g. KMS, LMS, Wellness), Lexipol will make an industry standard and commercially reasonable effort to respond promptly (via Lexipol's Normal Support Channels) within two (2) Business Days after receipt. 2. Uptime Commitment. The Uptime Percentage for the Service will be ninety-nine and five -tenths percent (99.5%) (the "Uptime Commitment"). Subject to the exclusions described in below, "Uptime Percentage" is calculated by subtracting from 100% the percentage of 1-minute periods during any annual billing cycle in which Agency's selected Service(s) are unavailable out of the total number of minutes in that billing cycle. "Unavailable" and "Unavailability" mean that, in any 1-minute period, all connection requests received by Agency failed to process (each a "Failed Connection"); provided, however, that no Failed Connection will be counted as a part of more than one such 1-minute period (i.e. a Failed Connection will not be counted for the period 12:00:00-12:00:59 and the period 12:00:30-12:01:29). The Yearly Uptime Percentage will be measured based on the industry standard monitoring tools. 3. Exclusions from Uptime Percentage. All Service Unavailability resulting from the following will be excluded from calculation of Uptime Percentage: (a) Regularly -scheduled maintenance of the Service that does not exceed six (6) hours per 3-month period and is communicated by Lexipol at least twenty-four (24) City Council 20 — 12 9/19/2023 hours in advance via Lexipol's support channels (Lexipol typically schedules such regularly scheduled maintenance once per month); (b) Any failures of the Lexipol Standard and Custom Reporting Services that does not exceed six (6) hours per 3-month period and is communicated by Lexipol at least twenty-four (24) hours in advance via Lexipol's Normal Support Channels; (c) Any issues with a third -party service to which Agency subscribes but does not control; (d) Any problems not caused by Lexipol that result from, computing or networking hardware, other equipment or software under Agency's control, the Internet, or other issues with electronic communications; (e) Lexipol's suspension or termination of the Service in accordance with the Terms; (f) Exceeding Lexipol's published Concurrent Request Limits; (g) Software that has been subject to unauthorized modification by Agency; (h) Negligent or intentional misuse of the Service by Agency. Copyright© Lexipol, LLC 1995-2022 Rev. 1.1.2022 City Council 20 — 13 9/19/2023 ICRMA Plan Summa INDEPENDENT CITIES 18201 Von Karman RISK MANAGEMENT Suite 200 (949) 349-9882 AUTHORITY Irvine, CA92612 www.icrma.org Police Liability Risk Control Plan The ICRMA Board of Directors has approved a Police Liability Risk Control Plan, with direction to implement as soon as practical, to put the pool in the best position to demonstrate to its excess insurance and reinsurance carriers proactive efforts to mitigate police liability risks. The elements of the Plan are, as follows: 1. Agency Operations Self -Assessment Member law enforcement agencies will be asked to undergo a thorough assessment of their operations. The purpose of the assessment will be to identify operational areas in need of additional attention for maximum reduction of police liability risk. The ICRMA Law Enforcement & Lock -up Assessment Tool for California, attached to this Plan, has been specifically developed for ICRMA via its partnership with Safety National (one of ICRMA's liability reinsurers) and OSS Law Enforcement Advisors. To assist in ensuring this will be a successful and helpful tool for all member agencies, implementation will involve an onsite assessment conducted by the ICRMA Director of Loss Control in partnership with agency staff. The assessment will be a confidential document between the member and ICRMA. It will also demonstrate to ICRMA's excess insurers and reinsurers that the pool is proactively addressing policy liability risks. Each of the dimensions that are identified in the assessment will be reviewed and discussed and agencies will receive a report of the findings. It is anticipated that the information obtained from the assessment and summary report will help the agency identify any deficiencies and provide a roadmap for upgrading and enhancements. Agencies will be encouraged to implement changes in areas identified as needing enhancements. Once the assessments of all agencies are complete, a report on the findings will be presented to the ICRMA Board of Directors. The report will be generic in nature and will not identify any specific agency. 2. High Risk Policies and Procedures Each agency will be asked to provide the ICRMA Director of Loss Control a copy of the following policies: Duty to Intervene Use of Deadly Force The Director of Loss Control will review each policy and provide specific guidance on how the policy can be revised, if necessary. City Council 20 — 14 9/19/2023 All agencies will also need to demonstrate their compliance with the Executive Order for Safe Policing for Safe Communities. 3. Lexipol Utilization The Director of Risk Control will confirm which member agencies currently contract with Lexipol for policy manual creation and/or updating, daily training bulletins, and other law enforcement services. Each member that currently contracts with Lexipol will be required to provide authorization to ICRMA to have read-only access to member data in the Lexipol database so that ICRMA can evaluate the member's utilization of Lexipol services. The intent will be to identify areas of improvement if needed and/or underutilized resources. The Lexipol Data Access Authorization Form is attached to this Plan. Members who do not currently contract with Lexipol will be given information on its benefits and encouraged to explore contracting options. Background on Plan Implementation The actions taken by the ICRMA Board of Directors in approving this Plan are in direct response to the potential negative impacts on police liability coverage availability and cost for pool members. Concern over increasing police liability exposure has been a long-standing discussion within the insurance industry since 20151. In 2020, this has now evolved into a more pressing national concern for public entity insurance carriers. U.S. insurers and brokers are starting to craft professional liability coverage for police officers, spurred on by signs that policymakers in some cities and states want to use a financial disincentive (i.e. increased retained limits and premiums, with decreasing coverage and limits) to curb police misconduct in addition to more stringent underwriting requirements. As ICRMA works towards securing its liability policies for the 2021-22 and future years, the pool needs to embrace and be proactive in addressing police liability underwriting concerns. In August 2020, the Board reviewed police losses during the past ten years and learned current pool members experienced 1,342 police -related occurrences with a total incurred of $102.5M. Of those losses, 17 occurrences had a total incurred of more than $1M each and represented $68M in claims costs (i.e. 17 occurrences represented 66% of ICRMA's total police losses). At the meeting, the Board approved reallocation of budgeted funds to member risk control incentives related to attendance at mandatory ICRMA-sponsored law enforcement seminars. As such, ICRMA held two University sessions on law enforcement liability, which focused on risk control efforts to reduce the frequency and severity of losses impacting the pool. Further, at the December 10, 2020 Board meeting, ICRMA staff was directed to develop a comprehensive police liability risk control plan to address the concerns of the carriers and to demonstrate the pool's commitment to proactive risk control. At the February 11, 2021 Board meeting, staff presented the Plan detailed here which was approved unanimously by the Board of Directors to ensure ICRMA can continue a proactive approach and partnership with members and their police agencies with regard to police liability exposure. i Public Sector Risk — 1 https://riskandinsur;4.�bw0te-controversies-affecting-coverage/ 20 9/19/2023 Planning and Building Agency santa-ana.org/planning-and-building Item # 21 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report September 19, 2023 TOPIC: Second Extension of Entitlements for the Central Pointe Mixed -Use Development to be Located at 1801 East Fourth Street AGENDA TITLE Second Extension of Site Plan Review No. 2020-04 for the Central Pointe Mixed -Use Project to be Located at 1801 East Fourth Street RECOMMENDED ACTION Adopt a resolution approving a second one-year extension of Site Plan Review No. 2020- 04 to November 9, 2024. DISCUSSION Background On November 9, 2020, the Planning Commission unanimously approved Site Plan Review (SPR) No. 2020-04 by adopting Resolution No. 2020-38 for the Central Pointe mixed -use development, which consists of 644 residential units and 15,130 square feet of commercial space for the property located at 1801 East Fourth Street in the Metro East Mixed Use (MEMU) Overlay Zone (Exhibit 2). Pursuant to Section 8.4 of the MEMU Overlay Zone document, Site Plan Review approvals must be exercised within two years of approval unless the City Council by resolution extends the date on which a MEMU Site Plan Review becomes void for a period or periods not exceeding three years. Taking into account the results of the global COVID-19 pandemic and its effects on securing funding, labor, and construction materials, the City Council approved the applicant's first request for a one-year entitlement extension on July 19, 2022 (Exhibit 3). The approval of the initial request extended the subject project's entitlements until November 9, 2023. Because the applicant does not anticipate being able to complete the plan check process, pull building permits, and commence construction by November 9, 2023, the applicant is requesting a second one-year entitlement extension. Analysis As a result of the global COVID-19 pandemic, the California Legislature approved AB 1561, which extended entitlements that were effective prior to March 4, 2020, and that were set to expire before December 31, 2021. Due to the various dates of approval and expiration on November 9, 2020 and November 9, 2022, AB 1561 did not apply to the City Council 21 — 1 9/19/2023 Second Extension of Entitlements for the Central Pointe Mixed -Use Development - 1801 East Fourth Street September 19, 2023 Page 2 subject entitlement. Therefore, an extension by the City Council pursuant to Section 8.4 of the MEMU Overlay Zone was initially requested by the applicant and approved on July 19, 2022. Recent increases in interest rates beginning the first quarter of 2022 and continuing through 2023, and their impacts on construction loans and land development costs, have resulted in additional delays to the project's ability to complete the plan check process, pull permits, and break ground on the project by the November 9, 2023 deadline that was established by the last City Council -approved entitlement extension. As a result, the applicant is requesting a second one-year entitlement extension pursuant to Section 8.4 of the MEMU Overlay Zone document. In an effort to encourage construction of entitled projects, it is the Planning Division's policy to recommend no more than one-year extensions at a time. The applicant's request is the second of three permissible one-year extensions. Upon the securing of funding for the project, the applicant intends to obtain all necessary building permits for the project and break ground on the project to effectuate its entitlements within a timely manner. Specifically, the applicant intends to construct the project in two phases. Mechanical, electrical, and plumbing plans are approved for Phase 1. Landscape plans for both Phase 1 and 2 are approved, with architectural plan check expected to be completed for both Phase 1 and 2 in order to pull permits by the end of the 2023 calendar year. Property Maintenance As with many vacant properties in Southern California, the subject site has experienced issues stemming from uncontrolled vegetation, site security, and illegal dumping. In response to community concerns and measures identified by the Planning and Building Agency, the applicant has submitted a vacant property maintenance plan that addresses the issues stemming from the site's ongoing vacancy. These measures include: • Installation of a construction fence around the perimeter of the site on Fourth Street, Cabrillo Park Drive, Parkcourt Place, and tie-ins to existing fencing along the Santa Ana (1-5) Freeway. • Clearing the site of overgrown vegetation and weed abatement, scheduled on an as -needed basis with a minimum six -week routine period for monitoring. • Retention of a security company to conduct bi-weekly site visits to prevent illegal dumping and trespassing. • Removal of illegally -dumped items within 24 hours of notification. • Execution of the City's Limited Authorization for Arrest Form to enable the Police Department to better enforce trespass and violations laws. Full project plans are included with this report as Exhibit 4. City Council 21 —2 9/19/2023 Second Extension of Entitlements for the Central Pointe Mixed -Use Development - 1801 East Fourth Street September 19, 2023 Page 3 ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act (CEQA) and the CEQA Guidelines, the extension for this project is exempt pursuant to Section 15061(b)(3). This determination has been made as it has been determined that the proposed action to extend the existing, approved entitlement does not have the potential to cause a significant effect on the environment, as the existing, approved entitlement has already been evaluated pursuant to CEQA. FISCAL IMPACT There is no fiscal impact associated with this action. EXHIBIT(S) 1. Resolution Approving Second One -Year Entitlement 2. Original Resolution Approving Entitlement (No. 2020-038) 3. Resolution Approving First One -Year Entitlement (No. 2022-062) 4. Full Project Plans Submitted By: Minh Thai, Executive Director of the Planning and Building Agency Approved By: Kristine Ridge, City Manager City Council 21 —3 9/19/2023 RESOLUTION NO. 2023-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A ONE-YEAR EXTENSION OF SITE PLAN REVIEW NO. 2020-04 FOR THE CENTRAL POINTE MIXED -USE DEVELOPMENT TO BE LOCATED AT 1801 EAST FOURTH STREET BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. On November 9, 2020, the Planning Commission unanimously approved Site Plan Review (SPR) No. 2020-04 by adopting Resolution No. 2020-38 for the Central Pointe mixed -use development, which consists of 644 residential units and 15,130 square feet of commercial space for the property located at 1801 East Fourth Street. B. Pursuant to Section 8.4 of the Metro East Mixed Use (MEMU) Overlay Zone document, Site Plan Review approvals must be exercised within two years of approval or become void after two years of inactivity unless the City Council by resolution extends the date on which a MEMU Site Plan Review becomes void for a period or periods not exceeding three years. C. Taking into account the results of the global Covid-19 pandemic and its effects on securing funding, labor, and construction materials, the City Council approved the applicant's first request for a one-year entitlement extension on July 19, 2022 (City Council Resolution No. 2022-062). The approval of the initial request extended the subject project's entitlements until November 9, 2023. D. Recent increases in interest rates beginning the first quarter of 2022 and continuing through 2023, and their impacts on construction loans and land development costs, have resulted in additional delays to the project's ability to complete the plan check process, pull permits, and break ground on the project by the November 9, 2023 deadline that was established by the last City Council -approved entitlement extension (City Council Resolution No. 2022-062). E. It is the Planning Division's policy to recommend no more than one-year extensions at a time, mainly in an effort to encourage the construction of previously approved projects. City Council 21 — 4 eso u iog of 4 F. Upon the completion of the plan check process and securing of funding for the project, the applicant intends to obtain all necessary building permits for the project by submitting plans for building plan check and break ground on the project to effectuate its entitlements within a timely manner. G. The applicant filed the request and submitted filing fees for the second extension on August 28, 2023. The extension request came before the City Council on September 19, 2023. H. In accordance with the California Environmental Quality Act (CEQA) and the CEQA Guidelines, the extension for this project is exempt pursuant to Section 15061(b)(3). This determination has been made as it has been determined that the proposed action to extend the existing, approved entitlement does not have the potential to cause a significant effect on the environment, as the existing, approved entitlement has already been evaluated pursuant to CEQA. Section 2. Site Plan Review No. 2020-04 is hereby extended for a period of one (1) year from the first extension deadline of November 9, 2023 to November 9, 2024. This decision is based upon the evidence submitted, which includes, but is not limited to, the Request for Council Action dated September 19, 2023, and exhibits attached thereto, and any public testimony, all of which are incorporated herein by this reference. Section 3. 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 September, 2023. Valerie Amezcua Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Jonathan T. Martinez Assistant City Attorney Res 1l9g Page cif - 21 — 5 9/19/2023 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers City Council 21 — 6 eso u iog of 4 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Jennifer L. Hall, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2023- to be the original resolution adopted by the City Council of the City of Santa Ana on 2023. Date: Clerk of the Council City of Santa Ana Res Page Akoiin 21 — 7 9/19/2023 LS 11.9.20 RESOLUTION NO. 2020-38 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING SITE PLAN REVIEW NO. 2020-04 AS CONDITIONED FOR A NEW MIXED -USE RESIDENTIAL AND COMMERCIAL DEVELOPMENT FOR THE PROPERTY LOCATED AT 1801 EAST FOURTH STREET BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. Sean Rawson with Waterford Property Company, representing Park Center Santa Ana Associates, L.P ("Applicant"), is requesting approval of Site Plan Review No. 2020-04, as conditioned, to allow the construction of a new mixed -use development consisting of 644 multi -family residential units and 15,130 square feet of commercial space at 1801 East Fourth Street. B. The subject site has a General Plan land use designation of District Center (DC). The site is located within the Professional zoning district and has an overlay zone designation of Metro East Mixed -Use (MEMU) Overlay Zone (OZ-1), Active Urban district, which permits medium- to high -intensity mixed -use residential, commercial, office, and hotel developments subject to approval of a site plan review (SPR) application by the Planning Commission. C. The MEMU Overlay Zone was adopted in 2007 as a result of interest in developing mixed -use residential and commercial projects in the project area. in 2018, the City of Santa Ana expanded the MEMU designation along First Street between Grand Avenue and the Santa Ana (1-5) Freeway. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial projects, including mixed -use residential communities, live/work units, hotels, and offices. D. A noticed public hearing was scheduled to be heard before the Planning Commission of the City of Santa Ana on October 26, 2020, but at that time there was not a quorum of the Planning Commission therefore, the item was continued by the Chair to the next regular meeting. On November 9, 2020, the Planning Commission of the City of Santa Ana held the duly noticed public hearing and considered all testimony, written and oral for the project. Resolution No. 2020-38 Page 1 of 9 City Council 21 — 8 9/19/2023 E. Section 41 -595.5 of the Santa Ana Municipal Code ("SAMC") requires a review by the Planning Commission of all plans within a zoning district classification combined with an OZ suffix where the applicant wants to apply the overlay zone, to ensure the project is in conformity with the overlay zone plan. F. The zoning designation for the subject property is proposed to be Metro East Mixed -Use (MEMO) Overlay Zone (OZ-1) in the Active Urban land use district. G. The Planning Commission determines that the following findings, which must be established in order to grant this Site Plan Review pursuant to SAMC Section 41-595.5, have been established for Site Plan Review No. 2020-04 to allow construction of the proposed project: 1. That the proposed development plan is consistent with and will further the objectives outlined in Section 1.2 for the MEMU overlay district. The development will activate a vacant and underutilized 8-acre site in the MEMU Overlay Zone. The project will create a new mixed -use development within close proximity to office buildings, Cabrillo Park, Mabury Park, and less than two miles from Downtown Santa Ana providing opportunities to live, work, and recreate. Each building will be five -stories of residential units wrapped around a seven -level parking structure. The height of the buildings will blend in with the heights of the nearby office buildings which range from single -story, three-story and eight -story buildings and will create an interface with the Santa Ana (1-5) Freeway. The project will be built to California Building Code standards, which include energy and water conservation measures and will improve pedestrian mobility by providing new sidewalks, and parkways along Fourth Street and Parkcourt Place. In addition, the publically accessible linear park will serve as a link to the meandering trail along Mabury Street and to Mabury Park to the north. Each building has a centrally located bike room, and there is a rideshare pick-up/drop-off in the middle of the project site. Additionally, the project is within walking distance of the OCTA route 463 bus stop at Fourth Street and Cabrillo Park Drive. The commercial space has been designed with retail floor heights of 20 feet with storefronts that will be visible from Fourth Street. In addition, the commercial space links directly to an on -site public plaza at the corner of Fourth Street and Cabrillo Park Drive which will include outdoor dining opportunities, decorative hardscape, specimen trees and plantings, umbrellas, seating and lawn games. Resolution No. 2020-38 Page 2 of 9 City Council 21 — 9 9/19/2023 In addition, the ground floor residential units along Cabrillo Park Drive will have doors and patios with direct access to the street to help activate the street. 2. That the proposed development plan is consistent with the development standards specified in Section 4 of the MEMU overlay district. The project is consistent with the development standards specified in Section 4 of the MEMU Overlay Zone including land use, stories, development site area, building frontages, publically accessible open space, private/common open space, building setbacks, and parking. 3. That the proposed development plan is designed to be compatible with adjacent development in terms of similarity of scale, height, and site configuration and otherwise achieves the objectives of the Design Principles specified in Section 5 of the MEMU overlay district. The project is consistent with the development standards specified in Section 5 of the MEMU Overlay Zone. The buildings are designed with a high quality design that includes varied massing, changes in form, and is comprised of high quality material including metal siding, stone veneer, simulated wood siding, fiber cement lap siding, fiber cement panels, stucco, metal and glass railings, and aluminum storefronts. During the development review process, the architectural design was peer reviewed by John Kaliski Architects and City staff, which resulted in higher -quality building materials, an increase in the commercial square footage and a plaza at the corner of Fourth Street and Cabrillo Park Drive. The project massing is broken into discrete building elements, facades are broken up with the inclusion of private balconies, courtyards, and contrasting building materials. The commercial storefronts are enhanced with cornices and metal canopies and the primary access to the commercial uses will be from Fourth Street. The project promotes pedestrian activity with landscaping and publically accessible open space. Parking areas are screened from the street. Lastly, over 40 percent of the units are over 1,000 square feet. 4. That the land use uses, site design, and operational considerations in the proposed development plan have been planned in a manner that will result in a compatible and harmonious operation as specified in Section 7 of the MEMU overlay district. The project is consistent with the development standards specified in Section 7 of the MEMU Overlay Zone. The project has been Resolution No. 2020-38 Page 3 of 9 City Council 21 — 10 9/19/2023 designed to ensure compatibility between the residential and non- residential uses on site. The commercial uses have separate entrances from the residential uses, and the parking management plan will manage parking between the residential and nonresidential uses. Each building has a dedicated move -in and commercial loading area that will be screened with roll -up doors and controlled by the property management company. On site lighting will be consistent with Santa Ana Municipal Code Chapter 8 (Security Ordinance). Section 2. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 3. In accordance with the California Environmental Quality Act (CEQA), the project has been determined to be adequately evaluated in the previously certified Environmental Impact Report (EIR) No. 2006-01 (SCH No. 2006031041) and Subsequent EIR SEIR No. 2018-15 as per Sections 15162 and 15168 of the CEQA guidelines. All mitigation measures in EIR No. 2006-01 and SEIR No. 2018-15 and associated Mitigation Monitoring and Reporting Program (MMRP) will be enforced and apply to the proposed project. In addition, a traffic impact analysis dated July 30, 2020 was also prepared by Linscott Law and Greenspan which analyzed the project's impacts on 25 intersections. The off -site improvements listed the Traffic Impact Analysis shall be implemented. A health risk assessment (HRA) was prepared to identify any impacts from developing a residential community near a major freeway. The HRA finds that a less than significant impact to project residents would occur due to the project's proximity to a major freeway. Resolution No. 2020-38 Page 4 of 9 City Council 21 —11 9/19/2023 Section 4. The Planning Commission of the City of Santa Ana, after conducting the public hearing, hereby approves Site Plan Review No. 2020-04 as conditioned in Exhibit A attached hereto and incorporated as though fully set forth herein. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Planning Commission Action dated October 26, 2020, and November 9, 2020, and exhibits attached thereto, and the public testimony, written and oral, all of which are incorporated herein by this reference. ADOPTED this 9«' day of November, 2020 by the following vote: AYES: Contreras -Leo, Garcia, Nguyen, McLoughlin, Morrissey, Phan, Rivera (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) �-* c x"-�� Mart McLough in Chairperson APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By:f� ✓ �.. e�._ Lisa Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL Recording Secretary, do hereby attest to and certify the attached Resolution No. 2020-38 to be the original resolution adopted by the Planning Commission of the City of Santa Ana on November 9, 2020. Date: 11 20� Va-Lak �4_Lrv-L R ording Secretary City of Santa Ana Resolution Na 202G-38 Page 5 of 9 City Council 21 — 12 9/19/2023 Conditions for Approval for Site Plan Review No. 2020-04 Site Plan Review No. 2020-04 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, it shall meet the following conditions of approval: The Applicant must comply with each and every condition listed below prior to exercising the rights conferred by this site plan review. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the site plan review. A. Planning Division All proposed site improvements must conform to the Development Project Review approval of DP No. 2019-26, and the staff report exhibits incorporated herein by reference. 2. Applicant shall agree to all recommendations contained within the required technical studies and reports prepared for the project including the Traffic Impact Analysis dated July 30, 2020. All studies and reports shall be finalized by the Applicant and approved by the City of Santa Ana prior to issuance of building permits. 3. Any amendment to this site plan review, including modifications to approved materials, finishes, architecture, site plan, landscaping, unit count, mix, and square footages must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or if the site plan review must be amended. 4. The full volume (first and second levels) of the commercial square footage within both buildings along Fourth Street shall be maintained for commercial purposes only and may not be converted or used for residential purposes. 5. The publicly accessible open space areas as shown on the open space plan shall remain accessible to the public and include a combination of landscape and hardscape as specified in Section 4.5 of the Metro East Mixed -Use Overlay Zone requirements. 6. A residential property manager shall be available at all times that the Project is occupied and Applicant and onsite management shall at all times maintain a 24- hour emergency contact and contact information on file with the City that is also posted at the entrance to the leasing office for public view. Resolution No. 2020-38 Page 6 of 9 City Council 21 — 13 9/19/2023 7. All Project mechanical equipment shall be screened from view from public and courtyard areas. 8. After Project occupancy, landscaping and hardscape materials must be maintained as shown on the approved landscape plans. 9. Prior to issuance of building permits, the Applicant shall submit a green space plan demonstrating that no less than 50 percent and up to 90 percent of the building rooftops (club room and fitness room, ancillary structures and open amenity deck) above the Type IA building area be landscaped with plant material to the extent feasible. City staff shall have the discretion to determine what is feasible and in compliance with the California Building Code for the building rooftops (residential) above the Type IIIA building area be landscaped with plant material. The green space plan shall be subject to the approval of the Director of Planning and Building Agency or his/her designee. The landscaping shall be installed prior to the issuance of certificate of occupancy and/or building permit finals. (Added by Planning Commission) 10. Prior to the issuance of any building permits the subject site must meet the requirements of the Subdivision Map Act (i.e. a Lot Merger or Parcel Map must be recorded for the subject property). 11. Prior to issuance of any building permits, a final detailed amenity plan must be reviewed and approved by Applicant and the Planning Division. The plan shall include details on the hardscape design, lighting concepts and outdoor furniture for amenity, plaza, or courtyard areas, as well as an installation plan. 12. Prior to issuance of building permits, the Applicant shall submit a construction schedule and staging plan to the Planning Division for review and approval. The plan shall include construction hours, staging areas, parking and site security/screening during Project construction. 13. Prior to installation of landscaping, the Applicant shall submit photos and specifications of all trees to be installed on the Project site for review and approval by the Planning Division. Specifications shall include, at a minimum, the species, box size (48 inches minimum), brown trunk height (10-foot minimum), and name and location of the supplier. 14. Applicant shall provide onsite parking for residents and visitors of the Project and actively monitor the parking demand of the Project site. Applicant shall continually monitor and take appropriate measures to manage the parking demand of the Project site to mitigate the use of offsite parking spaces on private or public properties and/or right-of-way. Prior to issuance of the certificate of occupancy and/or building permit finals, Applicant shall submit and obtain approval from the Planning and Building Agency a Parking Management Plan (the "PMP") meeting Resolution No. 2020-38 Page 7 of 9 City Council 21 — 14 9/19/2023 the requirements of this condition. The approved PMP shall be adhered to and be enforced by the Project at all times. 15. Prior to Certificate of Occupancy issuance, public art shall be installed on the Project site at a value of one-half of one percent (0.5%) of the total valuation of both buildings. The selection, design, and installation of the art shall be subject to review and approval by the Planning and Building Agency, the Community Development Agency, and the Applicant. 16. Prior to Certificate of Occupancy issuance, a Property Maintenance Agreement must be recorded against the property. The agreement will be subject to review and applicability by the Planning and Building Agency, the Community Development Agency, the Public Works Agency, and the City Attorney to ensure that the property and all improvements located thereupon are properly maintained, Applicant (and the owner of the property upon which the authorized use and/or authorized improvements are located if different from the Applicant) shall execute a Maintenance Agreement with the City of Santa Ana which shall be recorded against the property and which shall be in a form reasonably satisfactory to the City Attorney. The Maintenance Agreement shall contain covenants, conditions and restrictions relating to the following: (a) Compliance with operational conditions applicable during any period(s) of construction or major repair (e.g., proper screening and securing of the construction site; implementation of proper erosion control, dust control and noise mitigation measure; adherence to approved project phasing etc.); (b) Compliance with ongoing operational conditions, requirements and restrictions, as applicable (including but not limited to hours of operation, security requirements, the proper storage and disposal of trash and debris, enforcement of the parking management plan, and/or restrictions on certain uses, (c) Ongoing compliance with approved design and construction parameters, signage parameters and restrictions as well as landscape designs, as applicable; (d) Ongoing maintenance, repair and upkeep of the property and all improvements located thereupon (including but not limited to controls on the proliferation of trash and debris about the property; the proper and timely removal of graffiti; the timely maintenance, repair and upkeep of damaged, vandalized and/or weathered buildings, structures and/or improvements; the timely maintenance, repair and upkeep of exterior paint, parking striping, lighting and irrigation fixtures, walls and fencing, publicly accessible bathrooms and bathroom fixtures, landscaping and related landscape improvements and the like, as applicable); (e) If Applicant and the owner of the property are different (e.g., if the Applicant is a tenant or licensee of the property or any portion thereof), both the Applicant Resolution No. 2020-38 Page 8 of 9 City Council 21 — 15 9/19/2023 and the owner of the property shall be signatories to the Maintenance Agreement and both shall be jointly and severally liable for compliance with its terms. (f) The Maintenance Agreement shall further provide that any party responsible for complying with its terms shall not assign its ownership interest in the property or any interest in any lease, sublease, license or sublicense, unless the prospective assignee agrees in writing to assume all of the duties, obligations and responsibilities set forth under the Maintenance Agreement. (g) The Maintenance Agreement shall contain provisions relating to the enforcement of its conditions by the City and shall also contain provisions authorizing the City to recover costs and expenses which the City may incur arising out of any enforcement and/or remediation efforts which the City may undertake in order to cure any deficiency in maintenance, repair or upkeep or to enforce any restrictions or conditions upon the use of the property. The maintenance agreement shall further provide that any unreimbursed costs and/or expenses incurred by the City to cure a deficiency in maintenance or to enforce use restrictions shall become a lien upon the property in an amount equivalent to the actual costs and/or expense incurred by the City. Resolution No, 2020-38 Page 9 of 9 City Council 21 — 16 9/19/2023 RESOLUTION NO.2022-062 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A ONE-YEAR EXTENSION OF SITE PLAN REVIEW NO. 2020-04 FOR THE CENTRAL POINTE MIXED -USE DEVELOPMENT TO BE LOCATED AT 1801 EAST FOURTH STREET BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1, The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. On November 9, 2020, the Planning Commission unanimously approved Site Plan Review (SPR) No. 2020-04 by adopting Resolution No. 2020-38 for the Central Pointe mixed -use development, which consists of 644 residential units and 15,130 square feet of commercial space for the property located at 1801 East Fourth Street. B. Pursuant to Section 8.4 of the Metro East Mixed Use (MEMU) Overlay Zone document, Site Plan Review approvals must be exercised within two years of approval or become void after two years of inactivity unless the City Council by resolution extends the date on which a MEMU Site Plan Review becomes void for a period or periods not exceeding three years. C. As a result of the global Covid-19 pandemic, the California Legislature approved AB 1561, which extended entitlements that were effective prior to March 4, 2020, and that were set to expire before December 31, 2021. Due to the various dates of approval and expiration on November 9, 2020 and November 9, 2022, AB 1561 does not apply to the subject entitlement. Therefore, an extension by the City Council pursuant to Section 8.4 of the MEMU Overlay Zone is being requested by the applicant. D. Due to difficulties in securing funding, labor, -and construction materials stemming from the global Covid -19 pandemic, the applicant has been unable to move forward with the development and is requesting an extension for the Site Plan Review. E. It is the Planning Division's policy to recommend no more than one-year extensions at a time, mainly in an effort to encourage the construction of previously approved projects. Resolution No. 2022-062 City Council 21 — 17 911 s F. Upon the securing of funding for the project, the applicant intends to obtain all necessary building permits for the project by submitting plans for building plan check within the next year. G. The applicant filed a request for the extension on May 31, 2022. The extension request came before the City Council on July 19, 2022. H. In accordance with the California Environmental Quality Act (CEQA) and the CEQA Guidelines, the extension for this project is exempt pursuant to Section 15061(b)(3). This determination has been made as it has been determined that the proposed action to extend the existing, approved entitlement does not have the potential to cause a significant effect on the environment, as the existing, approved entitlement has already been evaluated pursuant to CEQA. Section 2. Site Plan Review No. 2020-04 is hereby extended for a period of one (1) year from the original date of expiration to November 9, 2023. This decision is based upon the evidence submitted, which includes, but is not limited to, the Request for Council Action dated July 19, 2022, and exhibits attached thereto, and any public testimony, all of which are incorporated herein by this reference. Section 3. 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 19th day of July. 2022. m Vicente Sarmiento Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Jo6 M. Funk Chief Assistant City Attorney Resolution No. 2022-062 &o ncil 21 — 18 9/19/2023 AYES: Councilmembers Hernandez, Lopez, Mendoza, Penaloza, Bacerra, Sarmiento (6) _ NOES: Councilmembers None (0) ABSTAIN: Councilmembers Phan (1) NOT PRESENT: Councilmembers None (0) CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2022-062 to be the original resolution adopted by the City Council of the City of Santa Ana on July 19, 2022. Date: to 2a- —)\(— . sA - CO) Daisy Gomez Clerk of the Council City of Santa Ana Resolution No. 2022-062 I. City Council 21 — 19 9/19/ 23 f3 '1 0.rchllx[ere+Planning CENTRAL P41NTE CONCEPTUAL DESIGN s5a.a55.5ase I kgYmm SPNTA ANA, CA p301&9129 JOlY smR, sum 15'AT F. RFOR B Sheet Index General: G-001 Co— 3hee1 G-011 Pruwt Summary G-021 SW Phalos end ContortF hlblt CIv11: C1.0 DW plan -touting Cendldoee C2.0 St. Plan - Impravemenls C3.0 Bite Plan -G 1, Improvements C 0 31te Plan-114ti1y C5,0 Sltn Plan-Tenlaw, Parcel Map Dry Ulvw,, 1 al1 Dry LIHICY Cemp M Landscape: L.1 Cancapt Landscape Flan L.2 Greal Leon P.rk Enlargement L.3 Actiraled Cwner P—Lnlargement L4 9ulldiFta rg Aottnp ENargement t5 9uIId4p B Reogop ENargement L.I Courtyard Elllargemenls L.7 Courtyard Enlargements L.B Courtyard Enlerosments L.0 Lendxape Imagery L10 Preliminary Plant Palette Pntl Notes L11 Lendxape Llghting Wan ArahlLa-WrM: A-101 Archltaplurol SIWPlen A-102 Gpen Spars F 2,b4 A-103 Shadow a nd Shade Analysis A-111 'Bulldirg A'BWWIrg Cade Annlysa A-F12 "BUAdirg A- Balling Analysis A-121 -Buuding B' 8,1111ng Coda Malysls A-122 'Bu11ding B-F Hng M-10s A-211 "9ulldlrg A'Exlador Etevagons A-212 "Bundirg A' Ealerlor Heyahons A-01 "EWIdirg B' Ealenor ElevaOons A-222 'Building B' awtor Eleaetions A-310 "Building A' lsl Basamapl R.,Plan A-311 -8 od'rg A- 1 sL Floor Plan A-312 "Bulltllrg A' 2nd Floor Plan A-313 'BNldlrg A.3rd-61h Flaar Plan A-317 "Building A' 7ht Flmr Wan A-31B Rullding A' Raal Ran A-320 'Building e' 1st Basement Floor Plan A-321 "Building B"1s Floor Plan A-322 -ButlBlag B' 2M Floor Alen A.323 "Butltling B- 3NSIh Flew Plan A-327 'Buiding e'7k+Floar Wan A. 0 "Building B" Raol Plan A-461 Bullding Seaton. A -`AI Enlarged Floar Rana - unit Plans A-502 Enlarged Floor Pl.ns-lteit Plans A.503 Enlarges Floor Rans Unll Plans A�5 Re11d.dlr A-502 R.r .rlrgs A�. Renderings A-604 Rendedrgs A�05 Render-s .. R.Meringe A-701 Color& Maledal Beard hash Managemenk T-0.1 Reference Building S%a Plan T-0.2 BuNdIng A 6 B Staging Plan T-0.3 Trash Staging & buck Manauuadng T-0.4 Seguen0al Bin Mavament T-1.0 Trash Collection Room Core 1 - Building A T-1.1 Trash Cellecgsn Room Cere 2-Buidin9A T-1.2 Trash Collection Room Cara 1 - Building B T-1.3 Trash Collection Room Cera 2-ButldingB T-1,A RaGll Trash Calleegon Room-eulmieg A T-1.5 Ralail Trash CallecCan Room-BulltlingB T-20 Chute Details T-2A Chute Details Supplemental Flre Prolmiti— r-1 Ttga Sheet. Notes. Celails, and eudtllng Data F-2 Flre Maslen Plan apd Saad., COVER SHEET .EE MI G_001 City Council 21 — 20 9/19/2023 VICINITY MAP PROJECT ❑ESCRIPTi0N Central Pointe is a po,powdoo-d-use development. I—Wdatthe intersedion aFMh5rm and Cabdllo ParkDsive_The Pml—consists efb44apartment units and Opp mximateiy 15,200 d of mmmerdal space the fi000s onto 4lh sheet. "BoildngA' and "Building 6"are psoposed, both are made up of 5-story mi-d- �mmpon ,71ev0s al parking suuttere with 1 le.M of subtenanean perking, and rooftop amen Riesatop the garage. F-R,Prnreerinn rehired Fiij 1kim pkesesee F-1end F-2 ZONINGSUMMARY Site D-6pdo.: Land -the ❑esigrreb : DktdRCenter Zoning; P/07-1 MeV o Fast PAaed-Ihe Osedey Developmentoi-ia: Attiye UrbanM W. Gross Site Area *11.35Aees Net SRe Area ±&WAces TcIa1 D—Iinp"Units tWDU Net Deossity ±80.2DU/At Memo East M teed -Use Ove daF Campliame: oeioprnem -- 4.1 Perthlttedl.. Use Multi-Famly Residential, Remil and 5ery 4.2 Maslmlrm Numtrerdf Roder; No Maximum Height,, Ngnlmum 35-- geq'd 43 Min I)ie . Site Area 1Ame 4.4 Permitted Frontages Shep Fent (9th 51reetl Forecourt (Gbdl to Pwky & Park Ct PII 45 PublinFlgA—Able Open 5pxe 5ee A-102 for Rrolea —pll- 4.6 Pdyate/ Cwnmon Open 5pxe 5ee A-102 far ponij.d romphance 4.7 Buirdingsobacks Building to 51ree1: ]Oft M.. In puhlir RDW 438 Parking And A—. Mnimum of 2.0-- IS— Parkins 5--1 Archkenuie+Plaruilnp }} -FA_iwiP alcy am PRIVATE STORAGE MIMMARY a 0 250CUBICFCCTSFOMGE M. WWI- MINIMUmwxIr oimmsiom In Floor 1B ]0 20 2nd Flnnr 12 12 Z4 3r0 Floor 12 12 24 4th Floor 22 22 24 5th Floor 12 U 24 2th Floor 272 2M 544 TOTAL 330 330 66u != t G G PARKING SUTAMARY sz� a � � Required Parking < Per MCINtt Sec4P A 2.0 Space perresid-tial -it indusise of peal parkingand LW 644 ]21ffi non-residential uses. Required Parking ]21ffi V V I CENTRAL POINTE CONCEPTUAL DESIGN saN IA ANA ca a-- JULY2oi1d.2t120 W AT I..R FO RR BUILDING SUMMARY a INS � �i•,.::©®IIIIIIDl�IIIIIIIDIIIIIIIIIIIIIIIIImlSt2:2J®�s�ry�.F� —�_ M ��©iltiIIIIIIIm IIIIIIIISIIIIIIIIIlIIIIIIIIIIIIIIIIIIIII�''IIIIII�Ii�Pi'iL� IIIIIIIIIIIIIII■�LJII- M ---0 ion "BUILDING A" Cir—erdS Buildine Area: ±9.6w st "BUILDING B" C—eirdal Bulldina Area: 25.600 sf PROJECT SUMMARY G-011 City Council 21 — 21 9/19/2023 1. VIEW OF SOUTHEAST CORNER FROM FRFEWAY OFF RAMP, 2. VIEW OF SOUTHEAST CORNER FROM ADJACENT INTERSECTION. 3_ VIEW OF EAST EDGE FROM ACROSS CAHRILLO PARK DR. 4, VIEW OF NORTHEAST CORNER FROM ACROSS CABRILLO PARK DR. 6. VIEW SOUTH FROM SITE OF FOURTH STREET 8. VIEW NORTH FROM SITE OF PARKCOURT PLACE ArchitMura+Planning II �61se g CENTRAL POINTE CONCEPTUAL DESIGN LHgy mm I snuin a1A, cn e2orsnt2s JULY NTH. 2020 KEY PLAN (12CO) O 5. VIEW OF NORTHWEST CORNER_ 7. VIEW EAST FROM SITE OF CABRILLO PARK DRIVE 9. VIEW WEST FROM SITE OF THE SANTA ANA (5( FREEWAY SITE PHOTOS AND CONTEXT EXHIBIT I G_021 City Council 21 — 22 9/19/2023 I 1, \ `• I ,. � II / �J� � �' — •— - — RKCOITFFI`FSL71GE — — _ se — >� � V I L5 \ - �II \\— \ e ; f i I \ ` �,'du�� , '._.� 1 �•..\ .:.I �'g ...../` —. 1 J I_`�a1� lIn , II �. i'� . ` \� 11 � \ � � �'� \ - - �*.� �,� � \__ \ .__.•� i I t 4II' y�lNe��tu f n f ��i i/��t \ � h A�II \ i555 ♦ - ��`` "" i I' II I FLU ki "J \ �• I Y` �l � 55 F � - / I l �' �I I i "I' i 1- i I i�r, t �� ♦ / a(rlI l \ i T� �`c ♦ J €I��� I� �i I� NOTES C1A,` V ♦ J ! ,; — -- I, PNCPOPA p O< PneOna MLL K P o�mi \ ` 5� � �`♦ � " • �-. / IIj � hrtE � I i ABBREVATIONS �� ' v �, / � ail > - `♦ �-� �= /_'` ,�rf'/ f� :_�_ jt � I�,�,."." 'k, 1 ee� �nmeNn. �� 55 r Jl l / I �:. I I ❑ I�' j. nmwi 9� �K w I LEGEND - - - — -_ eti�%t Q, FUSCOE ------limila P:IAKaI tlK �,. .K�� b. � "'Ij,�,L SV:1 ,Y1xn r}a. ax'1<n ,ste tYa.,--...._ R h-��.�. ..l•�_� -- ., panx9 atvenaP •• \ �, _. FO RTH 42. EE7 - �eY --- � L� ter9sven cere�e�4sex. ,oa �. - n ie1949.1Y4.1960 a 1m 911.<91.3911 l inw.lueeenwx l II Fr,hlleWure♦ PlannlnP CENTRAL POINTS SCHEMATIC DESIGN '"� Z°—'° ' SITE PLAN -EXISTING C 1 s0 suue: 1• _ w' AT A fl F p II ll CONDITIONS City Council 21 — 23 9/19/2023 -"— PARKCOURT PLACE w _ E _ emu_771 � rr • ' i ��,� ��i�«t� �i�� � 7�A q_=j ,%; �1�• I�p II, �E \!� !_, Ir,t � NOTES 41, e ` <1�j\w ',r I..i...' p1 I I I llf I i-._..�. J -4. u. uuruweaxw t 45' �E4 4i i € \� j - _ e e��wrs;aulm Id' a`rc'°drr +w � om�� wro�we:® xn i u � uuune mv;wr"mnsi z '' ekiaiar'"�`weuYix""aaem aIeRN Pux'I swnf� mw y' \ ti 44'II e nwnsoo aar,,Ntt6 awe ee w•eor sar al aa,w kale x P`� j 45! f101,Hfi rnru µuIDelw�c wweuumuw fi , al r �.� I 1 f I i xz ,. ulr s,mr,utE imvk wmx m nae xwn-,.-N;er a " I k ` r - _ - - wxm m.V„wK al ,rc evmw,mn:lxo IwMrvx;"mN t+' I ! 5 5..a7 ,. w a� we aK,lw gal k wwe,ae �a� i � 1� j I __ - �- ? � { m �� - >�. �i•.l. I - �xax� k:�e � xa�exaE�,:fl ewx., �d �,x i 1 ,� �` � i; :�,y,.,..._. • � �$�i�al�� — - — } i �� ABBREVATIONS 15k 1 tilt L f Y LEGEND 41111 r _ •- f�31 t .. " �. \��f .t �� �f,s � a II � Ii i� r •- �nl �,wwm a N FUSCO �alu.a�, ,., :,In 4�� _- _,•_ FOURTH STREET A I Arahil+alure+plmMnn Y � y � ao' o' 15' ao' bB4B \/ \/ CENTRAL POINTS SCHEMATIC DESIGN SITE PLAN -IMPROVEMENTS kin- Nlpymm BANTAANA CA MZOIff912B Jury 10, 2020 sue; E^„Fps C2.0 1t.A 9'N:HFOIIU , City Council 21 — 24 9/19/2023 NOTES wnr vo-n urr rmv ,w�i uYo u Imp A813REVATIONS = ap LEGEND i ENTRY DETAIL HI FUSCOE ArcM1Nec[ure+planning IrtOymm -- - - - -- ---------- - - - - -- - - --- ---- - - pARkCUOTJ.�P�LACE >3� V--- ---- --_.— — _ If 5 4 71 a �o 5 a 1 - 'i 55 M 1 1 � L I ' o • I ,5 `i t5 e qo 4_.�___._- —___ --_F4ljRTM STREET--`------`=-..__.v__�____----_--__-- V V I E CENTRAL POINTE SCHEMATIC DESIGN S0.NT0.AMA.CA i3gig-01]B July 20, 21Y10 x.nTiRrortn U SITE PLAN - IMPROVEMENTS C3 0 (OFFSITE) City Council 21 — 25 9/19/2023 NOTES R� W�IAFQP q�6VYM�.[ Mhk �TO�iw�iA. a�L wsuR pm€ AmnwA P RRR HppgWpUuS uWWwYYl!ffX Rw rn NPRLxFG 51rt Pun ARE R xA�Wf AvpA Y9YP. PMpA I ID 4PA0 PlAMR9Y4 �4IXPq�AR A Mkp�SInARCF�MM 1NFW Yp M AEp01+R Wow 9ReuW�]J�ORI�IMG[� W�oRN6 peg rtxu0 A yp�y�p RuxP� � aa�¢RA�R W Muws N KOOFfWFONMLL 4W4F1 g AAPLA uu Imw �¢ x�i w�i aIDw1ML � P. MC11m LCr9CVrs a tAeP so n Aro PAsa[mN. PMWm Wva'4ix wlAPP sx tx Rn IPFUS4rt oa.:�nF iAm Y[Rm [r P 6PL AMV. LE 0. Ga0 N viniY luE ��R �Lrmu'.vR uRaARn aRuu PmRxmx Iln¢[ Pul[II,Vp T�NPRR NR pww �IGPs � M Ra ro e. prep vrRAc un acR run �iwm"�iriur0°Pw R`"P"em i�r°°` uuRRowc Rxu� rRnAUR RwR4 ABBREVATIONS LEGEND ° uiR P.�— Pmrmro FprlsuC miu we VIA--ggggvp���yyAP�u oR�ui u°�ic VJWWE AP A55.lura+Plannlnp 888A58.58-08 k19Y.wm 41 AVi IF R:A 7'F, fIYOIIU CENTRAL POINTE SCHEMATIC DESIGN '"rx�A�,�AA " SANTAANA,UA 920IM129 Mj m,2088 l X. M I— ij i S 4 v 1 kf Il FOURTH STREET € SITE PLAN - UTILITY ` C4.0 City Council 21 — 26 9/19/2023 i \ ti VVV PARKCOURT PLACE NOTES of �Y ru �t�ry A¢i ALL i. � QAY�4APF.� iwr� Axu •nifcR aWrrt ABBREVATIONS m R�A MM-0f-AY rwAYU- r !S fNSH� LMMK m LEGEND a�iiwa eumc Ilia FUSCOE �m�urz — — — — wfosm fouwiuY 1 p 1 1 p 1 1 1 1 1 0 IArtSY.uNwi..g5uia I>b NA., c.l9o�nla 9t606 m1919wId.1960 • 6x 9x9A}d.'a15 r.xv.lweeamm Arolipeoture+Plennlnp . p66R�6949 Mgy.vom II Cl=N7RA! PDINTE SCHEMATIC DESIGN sANTAAW0A p2pIMM July 2p. ap2p ly;A pFORU 4D' 26' to scn�- SITE PLAN -PRELIMINARY PARCEL MAP C5.0 City Council 21 — 27 9/19/2023 c 6 •"Z �`� aIO�! �✓r:� � : � ' � %,r�' �#lam � - �.'�cp SIX. M Aml '�� A �� - mil♦ � ! — `� Esi�� �`- i� • i�� ' � .- �tiirwe fie: rk zz W. oA t1a� _ _ - -. _ , _ - `Ill %/�% �� cam. - _ - "a_ _- - - ►i - Awl! �� '' 9�:, a �� �1'P, O� �1� �t: � YI � ,. e' y= F �� �`• l� f� IBM 1 =_ FIRESIDE • see sheet LU EVA GATES DOG PARK • synShoticturf • sealing • shade trees DINNER PARTY • see sheer LB CONNECTED PARR TRAIL • picnicteblos • boulders • henches • meanderingsralk • synthetic turf TRESUCNF • see sheet LU NLW MASONRY SOUND WAIL BUILDING B ROOFTOP • see sheet L§ _ P A R K C 0 U R T PLACE- _ DO' THE BACKYARD see sheet L6 J L I v — r. GARDEN LDUNGE T v I — — -- — •sea sheet L.6 _ - 9 ! ,s•{1 f..f Fs�.�.4� GREAT LAWN PARK see sheet 1_7 - Ag; BIlLOINGB BUILDING ' 1 OUTDOOR ESCAPE 4 # r see sheet L.5 — • r p' a Y-S rPUOLIC PLAZA tl .1 c�� A rL f_ ' FITNESS r l f Y FITNESS _ U . BUILDING A ROOFTOP ut - . - - -'1a • see sheet Ld -PUBLIC PLAZA GAME PROMENADE eorn hale t" �T ... �•--- � - a. •see sheet L6 • s -.— • pingpony a 1 EDODIELOAGE • scut teralhenches a gm, CLl1BR00M •w -.. I CLDBRDOM .t p o _ 1 I + see sheet L7 • icnicSablas p, oulders 2 !�,.� b } RIDE SHARE PICKUP T THEHANGONT ° J — • see sheet L.7 ' -- - L7 ENTERTAINMENT GARDEN see shoos ACTIVATED CONNER PLAZA see sheet L.3 EVA GATES ; RETAIL PLAZA •STREETTR [IS TOBEINSTALL£DAS24"8DKSI2EPER THE ' � ` RETAIL RETAIL • nntdnordining CITYSTANPAR DS&APPROVED PLAN. ASNEE CED — — • paftery AL Ali& •STREETTREESTOBE350.C.ALOHGTHE PROJECT - -- -- w - specimen tree FRONTAGE, INCLUDING DEEP ROOT IRRIGATION SYSTEMS, PER CITYSTANDARDS. CONTACTTHE TREE SECTION SUPERViMP 171G1667-3337 FOR TREE SPECIES A FOR NUMBER AND S12E OF 4 T H S T R E ET REWIRED TREES REPLACEMENTS lr CENTRAL POINTE CONCEPTUAL DESIGN III. I I. CONCEPT LANDSCAPL PLAN I snNTq ANA. CA 3ULY 20TH, 2Q20 �J ` LAFi�SC A PE wAT F. RFORp RM ARCHITECTURE City Council 21 — 29 9/19/2023 ARNEI \ I A- - 1116 F. RN ARCHITECTURE CENTRAL POINTE CONCEPTUAL DESIGN � I I l + I `,J SANTA ANA, c.a jU 20TN, 2020 wxT ER FRR urf heighl Palms at wall ng and umbrellas taNe 12 IINB Pi W tree umhlellas VIEWTRIANGEETO BE AT 24" HEIGHT MAXIMUM ACTIVATED CORNER PLAZA L ^ ENLARGEMENT City Council 21 — 31 9/19/2023 T} I I • add. • sha • carnpival dinil • Wslh m L A N D S C A P E ARCHITECTURE W I� CENTRAL POINTE CONCEPTUAL DESIGN I I ( I ! BUILDING ROOFTOP ENLARGEMENT SANTA ANA, GA JNLV 20TH, 1016 - WATF.NP9N.0 FIT LAWN LA City Council 21 — 32 9/19/2023 I"tI • ouidon • sha • communaldinia • festi+ ■ RN ARCHITECTURE i9 + 20' H dd' lap pa i • 1rung2chairs • sunning lawn wilhcaba- nas • 10'RY0'spa • lush planting V II CENTRAL PDINTE CONCEPTUAL DESIGN BUILDING III 1 I BUILQING H ROOFTOP ENLARGEMENT L• 4ANTA ANA, CA JI1LY 20TH. 2020 , . f.HYUPU City Council 21 — 33 9/19/2023 A' THE BACKYARD 'B' GARDEN LOUNGE ii CENTRAL POINTE CONCEPTUAL DESIGN spNTA ANA, C0. JI1LY 20TH, 2020 L A N D 5C A P ERO WATENPORD ARCHITECTURE PRIVATE ' PUBLIC 'C' OUTDOOR ESCAPE OI IrlI I COURTYARD ENLARGEMENTS L.6 City Council 21 — 34 9/19/2023 bee lhts PRIVATE PUBLIC 'p' FDDHIE E' ENTERTAINMENT GARDEN �t CENTRAL POINTE SANTA ANA. C0. L A N o s C A P E W o T R R V 0 R 9 ARCHITECTURE CONCEPTUAL DESIGN DULY MTR. = 'F' THE HANGOUT OI I II I COURTYARD ENLARGEMENTS L.7 City Council 21 — 35 9/19/2023 'G' THE SOCIAL Rm LAN 6 5 C A P E ARCHITECTURE 'H' DINNER PARTY V II CENTRAL POINTE CONCEPTUAL DESIGN � SANTA ANA, CA JULY 20TH. 2020 {1 ! I ! r W AT F.R FO,R I' FIRESIDE COURTYARD ENLARGEMENTS I I O City Council 21 — 36 9/19/2023 RM i CENTRAL POINTE CONCEPTUAL DFSIGN sania a Jl1LY 2i1TH, 702� LAN D S C A P E ARCHITECTURE N'�T ER FORD LANDSCAPE IMAGERY I L.9 City Council 21 — 37 9/19/2023 e m L A N D S C A P E ARCH IT ECTLJ RE PLANT PALETTE NOTES: rHSPRELIwHARv RAxr PALiisE G D{IFNgmlO REPRESEN[ATfPICAI SrysPLEDFIXEPROPOSm RArrrs NsrwEsxM Ngmnrtn�ExxcrsPEgESIAuqIYIRa hEgeacPmwrxEgsrNTEq WUCOLS NOTE: WLYytLS. WATER IrSE cusgHGRO•TOFLAI-uyJipE&°E41Ep, 19AUAVERLTY0FG5VFORNA IpOPERITNE EArE•GNINI'>alP/CpNArglsA rAINE W ilE WPTERxEipSOF Mr�9GAPE PVWis LANDSCAPE STANDARDS: t. urNsrAPErcaE gFSIGA'mrp CgEIXiMygIHTHELl1Y OFSANfaaw,caarDlcluARFA UNpY.APf 4TPNDIRp44EO4l�TAdA 2 HAM INTEWAI4 YRLLBE INWfNNEpArWJpFIIp MArERNERFPIAGF➢A55PHXFlED INirIE[nY # SAMA NrA rnPE sEeRrys II4�. U'IRRPscrsmEEflAans PumYlrS•PHICmsrmmwgs AHppppRpVEq RAN, A4NffOEp PERTxEcm srANgkms aAm TFEAPPRRVmstPgrlLpRDVEpENs PJWS WATER EFFICIENT LANDSCAPING: THEFCLLO'NNGMEASVRESWLLBE INCORPCpi1TEp blrOTNEPfe6ffCF rgmNSERDE WarEx L MEINgCArpN SYSTEM4rNLLMFLT r1EPFOLIRFI@IISCFTHECIIYGF SV1rA ANA CJ1DE111F9 E MWATER fFHCENT1ANfa51'APES. 2 THESDLwTEU wwm waTER UBEA4gWEP FORRiEUWpEWPf ARFA SNNLNpIi%pEFO RE ¢uTsgAl GENERAL PLANTING NOTES: I. MIPRAINEHmg5M2f NGH NAPE#VE1gDMR TIE—USHT. 2 SECVRIIYFlAWTING MAIFRNL4'MLLBE NIUZF➢AlO3GWPLL NOPRDPFAIYLINESANg VNDEI VIAAERASLE WrNNMPs, R NOOT SIRMEPSARE RE;IINED[-0RAILTREES WIMNSOFAM HAI>OSG4PESLFFAGE POLICE DEPARTMENT SECURITY NOTES: wEOlun= aAAALLiddPlErRnsLufrUPeSaRCtlPERAAtlWEIEc3oRWEMPR,kNanrgdGgNNVNggAEDMiIsUNRRrn14H£TlTvgsGq-FdIsbNSuNLHSrU,ENIWEgE IsEIgEAsPsNa.LnAQdvPvQgIDsgEeVDLe.EA=MAaEsNQPlSfa1ELrEI,SNsEC[hC,C1ME5eWOEAFGlF3NrrvCtISfpStpIqrEuxN11:liEpf:NxrprGNpE RM[AEmEIu LANDSCAPE Ek a S NOTES: I, ALLUF�PSPxq Nusr MEETREsrNRNRDSSEf gYTIESTATE OFOALIFORNNNIEy1GENCY LLsrnrxEic rMePNusr LfEfrsEorvgE SITHAAHI•s srAlmn sfaN snnecnenmF I IE bEVNOPER stNli MUM N NSWEpvAUc Axq r REEs N nE PL W Tc R[NT.gFwav, I. Wap5CN4lGON4MSTPFFT, AIL PARNCO•JHfPu�sHILLBE gRqu[arrTnmNRLArNsrAPE PDITHE CIIYDFSNRA PHA PAF]G4AYGgmELINE FORORW O.YF 1pEpM1TPE/N1£ S AWASCAPEPIANgICLVNNG IRRIWTION.UTDBE SIRI.grlE➢FORPEViEW M'pAPPROVAL ME W 10.9!'ME PIAN SHILL GOIFUiM TO ME COIAIERDIL kAIASGPE STANDARpS, gIYWIpE gESMii GMgFLNES ANg 11£ WATER Effk'TRrT IAIBISGPE DP9lNeNCE GRAFFITI NOTES: ANYLaAmnPxrvsEggs VARsm uPONs>tE PH CRCN nrn AlpelrtkTAgfA LRAER IFE Errs {slsxRu eE RELvlEq Rm wPykNIWWEOE fsF1NGAPPLIF➢. STREET TREE NOTE: .wAr WmmlFprroAPPR uer na EmYBIXWExrAiulDIRAMRTANNApvlsgly Cq..X V-T MMETORE PROVIDE rc sIE MU 51W WAL ERRWO MGIMRELWyALOFMMMSMUTREEJ*TWTC UCT WRH iHF PROPoSm WPAWfi6K15, 1HE gFYWLL PREPEMMENfpLRATYJN TOMEETAG mualREs FaR AchgH PEE gswep q_ 1 11l STREET STPEET55LNLLBE24NCN R0%AT AS FfEraCgxRE�EtMwLsmEFi, bszwuc DEEP ROOTIRMGIRDH SYSTEMS, FER CITY SINmARDg, 3 INSTPlf 2WlCH BOX STIEEf 1FFce PFATIE[RY SFAHDPADS NA APRIpY® PLAN, ASNfxOSO. V Y I [ CENTRAL POINTE SANTA ANA. CA P'h7ERYDRD PRELIMINARY PLANT PALETTE CfrflRAi PgPITE swrA A.IA, u THE GDJELTWF.OF ME C— "S—lita CONCEPT 15 TO PRDNIDE A N5111- VI L ILgEMEN Ayp BULDIM IMNFDY, SOFTEN ME URdIN E RIEI C PRMNE RE HGNEST LEVEL CF AESDETIC srANDXRpScgpRIAETREDBYMEOUNRYOFTH{BMIOINGPMTETVh45THIT WILLASsIgE ANAT1MClIVF ElMRDE16BrtENFSINFYlGTHE OI11111YOF GFEALp1iG RSAESIDEMSANDIE]CrEORS SLGCEGSFLL SmfET"..GPES AAEAPARMEASkP3ERMEENTFE BMlO2Y'pE51p1ANp TFE UfgSGPEpEDGE OFTHE STREET DSTIw.lAildlG IMSIRFF, GRPoriO PRWt pRIVE ANO PAAXOGWG PLLCEi1dO1.OH gSTRx'INElAN05CAPING SFP4TTRFE SPAgNGAI43GGHRNG 1HE LAIASOAPE IIddGAR(AR CONL4Pr FDR THE SRE WRL BE DESiTd'm TO RM`ADE ME MOSTEMTGENTArtl CCNSERVIND NF.NL4 TO 06TltlBUIE ]RRCARON WATER AND P WETIE PROPERTY V#wGETlEM FANS' ATM ME LATESr TEla.q[OGY FOR WATER CONSDNARON AND USTRRiLRi0.'i ME PS-1— PLANT PALETTE 15 DESItl TO MIRE ANAlOM U WATERCglSERVIND PIAIRS C>fid.PED PY WATERWEp . ME FOLLOWING PiANr NATEIML AS Si— IS COMPLWR WIik CITY OF MNTA-, WATER ODNS TREES Solanlcal kame Cammen Name Ske: 4h seppl_ Proposed Pkxw vNwnensrs Gnary!eland Ri 3T .b S4-has mini Proposed Pyms Kawak.v Evergreen Pear 3C bos (24'bos minl cahNgn Park lave Eaislmg Plelenus racem¢sa Pmp¢aed Plelamn ncerrase Ce.Camie Sycemxe 2q'bav Panc�euH Place Proposed Pralamn racaTnsa Cegtwmiq Sycamore 24'b¢x P apwed PJme Eveapeen Peer 2'bos Proposed a Lapemfinenm t—SImN' irWic Cape AlryFle 24'2,eA For Ire, specie, entl Mr mush,, aM e¢e el required nee leplacemems comact the Tro 3¢01o1 supenlcoc al V;4)"73 7 Proles Emm gria.: Cegaweweeen;oervaww _ Ilelianeypmaa 24-bcX R,S-6eg.'LNI¢Wm' Lltle Gem S-Ihem Ma I1. 24"bos Ole. auropeee'suan HBP FniRaac Gllve Phoems a amYldera'medlner mwj.l Gate Peal J6 bin R—p— Malian Slone N- 36'bos Quemus w'g hI SeuNem lice Oak Selbach Trees Cupessac sempervirens'SMCIY Megan Cyprasa 2n-6os IS—,WS. Intllen LsurslF ue W(m'It. Jecerantlee 3G-bos Magrsogag,'LAYe Gem I.N. M-G.. Liltle Gem SONhem Mapmlla 24"1,oa McFMeucequm9uWd.—Ha .. Tn•a pleavompeau'SxanHll' Fa Frr.h 4ri— PMusnnaienaia Canary fte .d Pine 2a"boa ""I- elderha pl- Afghan Pine 24"MB-bee pmf raernwse CeBr¢mbr Syram¢re 24-h¢a rd..,Jw TdsteNe rnrdMa nrtsbelw Boa 2a'boa Roc Menslal coudvardc antl Ronilua Ama Arbutus A'Madna Hyhrid5thxh Tma 24"bw Enrmlrte mdiG's nlemmhpelm 36'bex Rracerchken yaagdoea.p Raffle Tree 24"bac CAvrrsia spenoae Fbsa SIN Tme 3g-bas Erlab¢hya dMesa Gronze L¢pua! 24" bus Eryft- Wdas HA Coral Tree wiba Fams'Umen Gem F us ¢Dlumlrs-Hedge 24'h¢c GaymaparwMvm quslalunVAbw 36"bac Ifymerlasparum 4evum J dnWenar l-,4osa sµ hh— H.".d tlunlper 24"b. 24-bos Ggerahvemfe hybdtl Crape Myde W boa 114.0.1b 91h. GertY L'dgo Gem soulnem MaginNa 24"baA AAeleV—gwNwanerna Cafepu!Tree 24'hos WMlaf enesophrle Irm%14e 1— New Zealan4 chHstmac 7— 55'bor Dlea europeae'swen HHr Fm I— Clive 49' has Purrs Ww yens Taney Pins 36'bar MM—a-Vita TBloodgc¢d' Rene Tree N'bas PnWa., e.'Rrahl'n7 hr Campacl cambna cherry Tsgw. Rwlvs c. VeauAus Puryle4eal A— 24"boc Pyrus caibryan._'Afi t.,nvf Gmameldal Pear 2s" h. grvercus VlrgNene 6aAhem Live pah 3g — Rlurslerlcee AN —Sumac 24"bu npvana bpu Tyu Tree Wbos 7deterka cnRkNa Sabana sax 24" boa GENERAL PLANTING NOTES: I, wINTAN4!N1165 AT 2f Nd11NFfgE#GTAFEf AHOMMFWAYUPE Cf 3RM. 2 ROOT ReRRERSNg: RfONREOFOR4LLiREE4 WPNT4#ANY H4NSCaPE SMFACE CONCEPTUAL DESIGN 4ULY wTH, 2 SHRUBS and GROUNDCOVERS U.W.kal Name Cammen Nama III1 rSUn Tirrrm11 Y ,sr.Fr.TT`fllr#>• Agave afLamlata'Nwa Foxlauggaw Arbutus wad¢ GL —ny Tm¢ Fepaq segox4ane PLToappk Gu¢ve PymfrNa xAaserti Redgippetl PinliNa LepR¢spemvum WWgalum AudcalWn Tma Tree Tacoma slam hu+a++rm�a 6-h=e:. Y.Ir—naps ceaal Ros�nary Medium Shmba (miNman 5 gaAon sizeA CeIN.Nemen'UNa lehN DAarf RoNebmah Hlmgemwrba apeaea seuganbika Lilene!!e species Dlanega Oieles vegefe F¢dnlghl UTy GreViva epeciee mh eNi',y Evmgraen DaylW¢a .rg hf.. h. HesPemhe perM'otla F4'Rocponun species Retl Yixca Mocb aange Rephivlepks irrdke species IrMia HaMh¢m Ros.maNXw Tuscan DNe UpiigM Rosemary SaVWa ryeggV Autumn Sage Salvia laucenlRe NAeaicSage Bus h Gyre14rie regiTae DiN al Paradise f l.ow Sh.bs entl Graundcovers lmMhmum 1 ¢egos slrvl Aspemgvsd'NYVeng Poslai Asperyus Axbstepyrylas spacim M.—it,t Rxchs�c Pm.ds'Plgeon poid' Lhrart Geyote slosh Cedssa M.'Harisontalii .-I Rum ca—hpecies Sedpe eenoV+ueg 'Horssonlahe' Camrel Creeper a ¢, g1elAe ®ue fescue kfi,m M1fehoNar u a'h'OP°m'n Peml A"m Geeping Mvlsonla MY°P°�um Limwkum species SMgce PiNosporum Niall6ag G HosmeNO�ss o, prosinfus Ng .- OveHRwemaw AaenVcofar shmhe fm✓Nmum 5 geg.n syrel Aeanbenx AaNbumhua Aevmum NYhrld Aingecanthw species Nangame Pevm AI¢e ape Noe Agave specu ies Agave Cyrss rewhea sago DeaYMnn xyuHenl Doa¢4 GP¢¢n Fursracea metliapcta Hemp Hespemrne pemrtola R.h yus pea Yae�a M1W1Vvnbergiespenea sa Rumhun Roda near-S. FbrmrNda Rou Line ¢f Sight N¢le: M.W aln shmb. aL 2e high hMid. ¢F UT,S er Slgh al euaaL Inersecmns_ UTILITY SCREENING NOTES: ALLAsgVEmgmm MUREs ING mBAgcRMe—E.SNm TRAvsraRAEss A"NE —EJgE11 WITH A IIENSE RAxlbc IEgsE TO I MQK. nEws rx THE -[MEA Rmla ME PUNK RENNASAFMAREOernEpiY# sIMA Arugrmlrwrx£ FIRE ACCESS NOTES: TREES FDglat WRWI TIE RIE.. S—BE MANTNNm AT TFE 16'gIBRA CLEAPANCE 6 134' FIXr FWEIEPMIAEIRACLE55. PRELIMINARY PLANT PALETTE AND NOTES I L.10 City Council 21 — 38 9/19/2023 LIGHTING CONCEPT: THE WTDCCR LIGIri1NGCCNCEPr ISMPR EELEVE1s CPUGMMSVFF1MMTOMEET SAFETY AND ONENTAHOH NEEDS. MTHINa lGAHFISLlw OWILLBEWMMcs%U MDUNMMUSWE Llw SOURCESMLLSENNMIEYMETN.HAMML . LIGHTINGSWPLESF THEWDSCMEANDPAV MWWLLBECUYTPS MDTHE U1 71NG IxtlIkECTNUSNGI&EFAcw AfiLAi1C UFWPdHf JGHTEOUACEESHwLDFE oIHECTEU sOTxnT1TP�s NUT FALL oUTstUH mEMEAmPE UwTm. ALLEXIENIXi GUEFACEAFm AGPVEMCM MWNE FlXTCFES VALL �SYMPAR4EilC MD COMPHMETRMYT6 iHEAHCIlIEC1l1RA1THFME TO BPROVIDED BY ELECRCAL CONSULTANT. EXTERIOR LIGHTING LEGEND SYMBJL TYpElfEtlWWE IDt'AIID4 GUUMID P®UTMNWALMYAYS US emmY +Fft E 1THTr¢>= FIXNAENILL NOTPA0 wECEFSIrf ® C1Al� GTHEEFUW GmEET rmiUREY1 mm F110DULEOF im C1APE M'ER11 FESWN µMMUM 17na0 FiWHEUPFACE UT M. WMNGMWN Tom- GY SfAFIGE MgYIECT METMTRFl LC smUCNRFSI ® i CFJUNG LIwT MCH1R2lUSE, gXruRE WILL Hof PrwoucErxPSHE LxME T� PARKCOURT PLACE _.__... r O D �r. _t ro '� ^D ram. .�- ♦ � -- T--- v o 4TH STREET CENTRAL POINTE SANTAANA,CA L A N D S C A V F WAiE RP6RO ARCHITECTURE CONCEPTUAL DESIGN JULY 201H, 20M E i i OIII# I I LANDSCAPE LIGHTING PLAN L.11 City Council 21 — 39 9/19/2023 Gates to be secured at night by building staff, typ.� Resident Parking Gate, Typical of both buildings. See A-311 & —r — — 7 Level Parking Structure with Rooftop Amenities, Ty; J, 1 Leasing Lobbyl Offices/ Mail Room, Typical of I AechkMaee *Plannieg ` eex.ase,ea¢9 ` M9rmm V Y �1 CENTRAL POINTS SANTAANA.CA C20-29 w A 7 F: R N e M U CONCEPTUAL DESIGN J<1—N. — I0 01 i-Story Mtxed-llse Wrap Building _ a Trash1 pick) -up location Assumed Lot Line to calculate allowahlo openings of adjacent buildings per CBC chapter 7 O O ; I / i;1 _ i Long Term Bike Parking. 1 space per 4 units proposed, typicel of both buildings i Ride share pick-up location, see landscape drawings q Fire alarm panels are to be located in the main lobbies of both buildings Resident Move -In and Commercial Leading Area controlled by property management. See A-311 & A-321 1I �� Commercial at Ground with 3Stones of Residential Above T e " n rni vm•aaxmeH.xv,e„n.acrr�nYuzrF�eY�xrs. unxoamwma:ms u� � w4mcia;�`vs cwas�`�"s�rssnw'" mxresi gee.w, anex--,we,. me s � w.a a�swner�wmsurc.w.xr�n wrsxar.ua.�ows.ivrxuexw.rvow.vc. �accr a swrecl.n � � else wm�se v,eaxrr aamv uoxnoaz um ammme rncm�.� wn �rt.na �macrxeu�m aPM:es TM �...ers swe � ' •o.=.� �arM uu AssFS'LF»tSRURm IOMcsnEs nwuemm�av3rwr Pvu6[ swu: wialvllmvrto llE mE nlN Me A�uyy nf9vi vwm 1 wRAISRAYIEIAIm FwECE➢utnlMl4F'SlrtK isd mSe¢amrelnox 5[ErS, e wv„aw«r�rm.n��wa wcwmmo.r«wmxoxvurf. we.uw.n..r.eoss�urn,ec Kaasix�ams+Fr�Yis e,� a�mm. oewe,�s�rvay...csmossvu caxrreni i aamG.uvrt-,vneeernavoeuoi �nA.se.i�.��_ "�sao.�`��i�e". eb ::" ,mmeiwr,n.h,�u� �w..awmeeaa.�a... ARCHITECTURAL SITE PLAN A-101 City Council 21 — 40 9/19/2023 , L FL X X X x • p .�� G Na�P�h Ppvr Pecka — ftvpl PaehA _ ! L �_J i ! it 4 �J i I_ A— ..1 t.� _ _ - •Lsh.me• -. I IY. ------- - - - -E_ - ------ - - - -_- - - -- ¢; V V + ! ArcM1Reclure * Planning . l kipy &.5649 hlgY,mm 11'AT F.RFn R II CENTRAL POINTE CONCEPTUAL DESIGN O n SANTA ANA, LA M.1-1. f JULY 2il .� m p w Publicly Accessible Open Space: Gress Sile Area t 9,35 Acres Net Site Area t 8.03 Acres Requirement: 52,468 sf required 15 k of net site area Proposed: (Area shown hatched) PROS Area sf Shopfmnt %984 •Parkoourt Paseo' 3,696 Forecourt Al 4,703 Forecourt A2 1,326 ForecourtA3 1,216 Linear Park _ 31 596 Total PADS ±52,521 sf proposed xnle- 1a, ]s) And Camel Perk rta) �em'ea bwertl r¢W+r¢d PADS Private/ Common Open Space: Requirement • Requirement# 67,960sf • Requirement#2'. 18,188 at Total Req'd: sx ¢r r rN sx. ar., mrr,¢,.reauano-.] p.a: 76,148 sf Proposed Open space Area s Priv. Open Space At».aM1 r.r ou 49,588 Ccuriyard Al 4,035 Courtyard A2 2,511 Courtyard A3 2,579 Courtyard A4 1,597 Courtyard A5 1,925 Courtyard B1 2,635 Courtyard 62 1,920 Courtyard 63 2,362 Courtyard B4 3,354 Dag Run 2,223 Roof Deck A 15,961 Roof Deck 6 15,961 Total Proposed 3106,654 Legend PLblicly Accessible Open Space N¢!e� 11urr J Cpr,e4pNeV 5chemefic Design p'teav5, lAe WanMeNre tlad M lhia erA,3R ere ep}vaaMeM. OPEN SPACE EXHIBIT A_1 02 City Council 21 — 41 9/19/2023 Summer Solstice (June 20th) - 9:00am Summer Solstice (June 20th) - 12:00pm Winter Solstice (December 21 st) - 9:00am Winter Solstice (December 21 st) - 12:00pm �h CENTRAL POINTE CONCEPTUAL DESIGN O S 6B9A66.56E9 hlpy,cwn 9AN7AANA, CA p20194t� �fAv p�H, ppp W AT FIRFON.D Fill Summer Solstice (June 20th) - 3:00pm Winter Solstice (December 21 st) - 3:00pm SHADOW $ SHADE ANALYSIS A-103 City Council 21 — 42 9/19/2023 � _. ,. � 11918 SD E1.,� :``� t'✓i55D Fr y j L _ 4REA'C Fr "� 4PE43. - L�Je; AREA^i rI! i 1 _11I _ al — Fr r AREAT r 1-1771TIMITIT T 11 1 FIRE AREA COMPLIANCE PLAN LEVEL 8 FIRE AREA COMPLIANCE PLAN - LEVEL 2 ' t19105atr MAiy I Ft. _ ) -� AF:vA ,o L ...__. FIRE AREA COMPLIANCE PLRN LEVELS TNRV5 I AN£A •�' I I � - `_W550 1 APEF �b� 111w six",SOFT. jj •.•'••••• 4- 151 F .� I+} t f- l.iSlif s']�FrrL—. �u{EA•,r I LA 'Rea -sr :' ri—,� I I I I I �__ j 419s R lil�..� fillli!' _ ra_vr�,��F �m•�- It I 1 1 1 CENTRAL POINTE . SSS.45S.5009 ]ngy.am SANTAANA, CR E]019-0129 .# 11'AT F.R FON D LI,t FIRE AREA COMPLIANCE `L N - LEVEL i CONCEPTUAL DESIGN JULY—.— il CODE ANALYSIS A_ 1 1 BUILDING A City Council 21 — 43 9/19/2023 y I _ �I I Y�.T 911 67 im S•..- ------ �------------•—. �1-- -. -- «7 4 b 4 d b Iz -0 4 INMRIOR FJUT sTAIR 5 -AlR EIttT STAIR B 0 - � HORIZONTAL EXIT •�otie� IM. EXIT STAIR,' �� F - p�9 b x h u 0 ��_ _ �o �a u.7 Tom• 'I 9�999v 9�0 � r-•n-n,.,.-,moo �....,.-�.->.r"�.m �® �,�n,--��o i7 Architecture ♦ Plannlnp �a,seSx,N CENTRAL POENTE CONCEPTUAL DESIGN I mm TEN FOR I,SANTAANA.CA /2al"129 JIILY29TH,2M _orl ri n 4 �b I a INT E%IT6TA1R6 d b :: b d T o' . {� J .. �= o ; b 1 �I €_ I--- a a®; --- ----- z�liilJlLll! 'd �Ei i •� 1r ���r i� E b_ --- fNT E%IT STAIRS I 1 _ w b I I cY- u i Il 5 T I: ACCESSIBLE MEANS OF EGRESS EXIT PLANE LEGEND rNEK0Ess91EL£INSP�E.xEss srslT.ucassrsarxEra2ExwE O olxswxrlwnursvr� • uusva�aoure.su.IL /sP �Er#sSYxouTTix LEtY],YM°YFxx° sr orneeuilffors.r.nraaecEssalalt-wsaEer�urT:rtwe aioosx'oocu�r L�wop xx ten. zrwoa�s l����irr«r� rw a EuvaTw SELIIIX110N9.2LF)LFPIIONIGFYLLYNSrON,Kg4E5%dNY�IFR 5Y5iEMPfA C9C scnaxem2.LllsYnwunxlmennamxrwEury tNaalsrun«ers suumlvirymx lm9sE,�nnxs: rm ix� Flaqus vrerF 'tom Exlorswucc rrn Fxn noce�.nommvia�Tlexoou�r cuwu,Eo �wNEamuxNns_ mx.lxrsaramsaxlnmc�ipxxr ,n.�a mnu+w P�eec .00lEETw�E �rer,xr Mcoxxoxlunlox scxsss rxxv.L L=u•-x• sx,s.r�arxa�Lasuucr: --�.-. u,x oxEraussumm«uau nxrxareexessaxnva wnnorFsu°�ue.�.vs or..crs.ssl rewElwri alwaearEneee • [xw liuw+l vaix oFFlix[ssmnv¢nfx®csu5�lm51r. Srz IW:gr.+rp+E ®PpF11W4L�L�E01x �IYen xc � two ralrvur PLL tur auMHls Sxxxxua6nHt [,C N[LSI.I � esEPoxcacrxelelow.IZlm9rnmsssFlcm9cc�ulr ® .xFA OFxFna]E PFR,EG In]6� - rluLadsrwcErwc9caeeLE1°Irx zsaxFrwYaESImwNE�vEaex nN<®erwelmszl. xa-,axT>-rr Nxe TYPICAL EGRESS DOOR WIDTH sr:amEo 9xnrJ,aolxw EwEsscEwno-,Enrswnrx lwclWssal EWIDTH " snmxxvnsv cec xms,a dSiulCE 0 EIwEEx EV R.4uu LLwii mm CaC m°r.S.t TYPICAL EXIT STAIR dT•IR o` �°L„nx EXITING ANALYSIS A-112 SUILOM A City Council 21 — 44 9/19/2023 -L1 fir — f3� FIRE cP PLAN-LEVPLR PEA'9' - AS. •5' I 5JI Sa fY �s� I AREA •• A� ,Y AREn i� l ;k I � I 1110 _ ]Ilrl `I' 1"T', i _ ! e w soY F p I 966>SQ FT - FIRE AREA COMPLIANCE PLAIT -LEVEL 3THRB5 FIRE REP • f' I l�l � r �P q _ �t9sQ7 1l ii J � rl 1 AM, 4 4MA KEgE AgPAcd.,PLIAA'cK KYAN- LEVEL 2 "AREA'SF __ /.PE-ILARWf- l E 94 { �30-F" r -_ t I AREA-1- t s0 Ff ,E,�. 'TIE = Ii1Ig1 f -- ii e6 Nsn FT. B. ' --ARFA ---------- .W APE4 B f_I FIRE AREA COMPLIANCE PLAN -LEVEL, Jm t2 . JP9:'!iYTa �� 1101 Arch%rc,Nre•11 m l . ea8.45E.5599 kigy.wm CENTRAL PQINTE WTAANA.CA OMIM129 M'AiEN FO NB CONCEPTUAL DESIGN I CODE ANALYSIS JU112.".- BL ILOING B A-121 City Council 21 — 45 9/19/2023 INT. EXIT STAIR 9 INT. EXIT STAIR 9 HORIZONTAL EXIT INT. EXIT STAIR 2 --- INT. EXIT STAIR 3 rr 'Q -""' INT EXIT ST ) wAI � 4 I I b � `� � � � � II I� E€� {F� I�I� }r� I'r� Ily` ]) � � �'� !{� q�i -�_ � c• t � ° t o � INT. EXIT 5T a aa I - INT. EXIT STAIRS I b ` I� a— —� JI - _ L S-+i aea� � �l%l■E�#4L.. KIN IYP or AI RS .•a•«.r•.a _-�-°I Q- J I `� I b- �m a I AIRS T_- z T--J----�-.-L� !�i ����� Ind � � f�l � ! !► � I � �__ IR o ,' L FV i- �r,..lF - E)UTING. LEVEL 1 XIT STAIR 9 - - - - j� CENTRAL PQINTE reAreRroR l %IOy.wm ANTAANA.CA r201M129 ill-mol n ii iocvw.vuan.s ACCESSIBLE MEANS OF EGRESS EXIT PLAN LEGEND Excess,NINE,wwaEr�sswa�I�swlxff,xEP°,nmxx � �unL��� x xaesxelex9urE sxr.¢xsvxrw cx Ec n:ssxxaarmwL�kxoxeoxrxx9 � oxr pimnoi,.�niR.°i�i�e�aL���r•,"`°ir icsva:"+n°r�O.r xx �`�� s wx.xxnx sworxrw xv„u; �i,iismvn°�uw�mv�nwor°w'm��vi��s�rmwutasrsleurei xrxaes Pnw4E�sxxiwm Y � ..a�ePox M—PE—Txo-r1--110c1110 c w,rx aesrx oxsruxwxrssaLLww�r wm,�mxxsxgvnoxsa wssx.wcess 000xxavmrnrHrsru�[ * LaScwJ+we xaEwsru �ren oar +oar xm rsmxsmR ux�va,reeli� moss sl�aOaBiwr bxxs ve,ae xx r �w �wr� � ��� L_�___''".�aisses�'urus`°�"""'•`"o`earess,xwve. a e�sss m�ui couwXlrnmaECPEss mx,TLwnrscrx9Le imurs9=�mrFET.rFlPE ixuuomx rwr nuwmxxE w.xrrwxs ®u L•l.. svwwm,sxEwracmxa,s oRx�xR>uR�xl� ®xx""ae.ox�rura°�n mc�mx. ,�ImP�w�,��w„ TIN49 MIGEAER[8LTI9GO- imxEFrrRiEsanNwa41— souc, vmcxcruxt imwx., xa•iarv�rrxxe TYPICAL EGRESS DOOR WIDTH ��m]] OLNPANTLNarO]' PEtrONA1NOFHAiE55fWx'ONEH1w SPt4xxLNiF R°CBC 9m1ri TYPICAL EXIT STAIR WIDTH olnux:e�mL�extrmsswLwrnrLnmcec+Pmi� PECLnco srrAma rcec+om�.+f OCNPN.T Lda xtr3' • roeon sruT wB1HI CONCEPTUAL DESIGN EXITING ANALYSIS Jq_122 JUL—H.— BUILDING e City Council 21 — 46 9/19/2023 Material Legend 1. Stucco 2. Metal Siding 3. Fiber Cement Lap Siding 4. Fiber Cement Panel 5_ Metal Railing 6_ Glass Railing T Vinyl Window 8. Storefront Glazing 9. Canopy 10. Masonry Veneer o B At = j ' ❑ raunn ertffr Key Map n.t.s. 1. 4th Street Elevation (South) 1.110111111111111111111111111 1 ;.No _i - -� .--- I- .- -i I .. r Refer to Material Boards Jar w1or 8"d material information CabrilloNote: 2. Park Drive Elevation (East) T.O.P Note: Refer to Material Boards for color and materiai information. prchflect— ♦ PHnnin9 BB84565gn9 CENTRAL POINTE ■l N kbW --AHA 0C tl2o,s W. ZMA ly'h'rRxFnRn CONCEPTUAL DESIGN a 4 .• d �� Material Legend h. Stucco 2. Metal Siding 3. Fiber Cement Lap Siding 4. Fiber Cement Panel q 5. Metal Railing -c.7 6. Glass Railing 7. Vnyl Window © 0 e. Storefront Glazing 9_ Canopy ramxemr�r 10. Masonry Veneer Key Map n.t.s. 3. Parckcourt Place Elevation (North) 4. Site Interior Elevation (West) "BUILDING A" EXTERIOR ELEVATIONS I A-2 1 2 City Council 21 — 48 9/19/2023 Material Legend 1. Stucm 2. Metal Siding 3. Fiber Cement Lap Sidi 4. Fiber Cement Panel 5. Metal Railing 6. Glass Railing 7 Vinyl Window 8, Storefront Glazing 9. Canopy 10. Masonry Veneer Key Map n.t.s. I - 4th Street Elevation (South) 2. Freeway Frontage Elevation (West) CENTRAL P I E CONCEPTUAL DESIGN BUILDING i EXTERIOR ELEVATIONS i A-221 ATERFQR City Council 21-49 9/19/2023 Material Legend L Stucco 2. Metal Siding 3. Fber Cement Lap Sidi 4. Fiber Cement Panel 5. Metal Raising B. Glass Railing T. Vinyl Window e, Storefront Glazing 9, Canopy 10_ Masonry Veneer Key Map n.t.s. 3. Parckwurt Place Elevation (North) 4. Site Interior Elevation (East) WS.4 c�49. punning M +] I ppp,«,5�,9 CENTRAL POINTS CONCEPTUAL DESIGN O e "BUILDING B" EXTERIOR ELEVATIONS A-222 Ntgy.wm 30.NT0. ANA,CA i2p19-0129 JULV 4pTH, ]pip M City Council 21 — 50 9/19/2023 L—a:21 ArnhNecWrn+punning < "=Q CENTRAL POINTE CONCEPTUAL DESIGN JUL—H,2020 City Council 21-51 ISO. KEY BUILDING PLAN BUILOINGA—T�EMENTFL— A-31 0 9/19/2023 u v bchiledme♦Pbnning CENTRAL POiNTE Bgm845G,5g49 ¢sots-0sss SANTRAN0. CA 1\'ATF:HFU RN Z CONCEPTUAL DESIGN JULY 20TH. MU oowA ISO, KEY BUILDING PLAN I A-31 BUILMNG A -11 5T ROOK City Council 21 — 52 9/19/2023 aaa nilsq�ss<s+PlannlnB CENTRAL POINTS CONCEPTUAL DESIGN gy mm snrvif, ANA. CA 020130129 JULY 20TH, 2V29 e w v w N'A'f 1;HFn N U ISO. KEY BUILDING PLAN A-312 BUILDING A- MID F—H City Council 21 — 53 9/19/2023 pair—� I�®mod1"". � �����. � s■IS� �+!]■ LEI ��L� �il■_� 34� �� �u.='i �® i� MEMA— ��•h �_ � I�IIIIIIIIII■j ��IIIIIIEII1 u,£� � �i i � � . V� fir_:■ ��' �� — - � � I �A� I�.iF .®r ' IIIlilll'1 ' � J i;���� �� nnn° ■. u�—L..,A."u`�yy..y���'�111"u� ��i r� �69 i r. JII�.` r_ JII� �_ JII�■- r' Jll�a- r. JII_.-- re I_.- r� JII�■ J��---w �I����' �I a..... CENTRAL POINTE CONCEPTUAL DESIGN O �l Xtgy.wm / AXA 0201"129 JVLY 211T11, 2D'10 o io �v •o ` 15.,5 :k k: R t 11 k lk SAHTA City Council 21 — 54 ISO- KEY BUILDING PLAN A-3 1 3 9VILM.A- I.Io5THM—R 9/19/2023 tit it it it it ii Tjl� II CENTRAL POINTS CONCEPTUAL DESIGN SAN-4- .2M-129 k1gv", City Council 21-55 42k F-R:6 L8 ISO. KEY BUILDING PLAN BUILDING HHFL�R � A-31 7 9/19/2023 Lv� --�ta �3 Archlladure•PlanMng CENTRAL POINTS CONCEPTUAL DESIGN . 668A56.5849 I I Mgy,mm ' SANTA AIJA.CA M20�9-0129 9HLY THrH, ]H2H b ,b 2e �e -,A T is H F 0 H I/ rJ tM KEY ROOF PLAN I /1 _3 4 City Council 21 — 56 9/19/2023 24'-V' I GUEST A� PMMNG BEA CENTRAL POINTE CONCEPTUAL DESIGN . L .GMTAMA CA JULY2M. 2M AT RF 0 1,90. KEY BUILDING PLAN RUILOINGS-'-WKWR A-320 City Council 21 —57 9/19/2023 l� Archkeclure+ Planning >� . 666.45G.5649 M9y.mm v V 1 CENTRAL PO[NTE CONCEPTUAL DESIGN SANFA All. CA a]f)t9-01]9 JNLY2 H,—o %v A 'F F, N F o. 00tm " LB /!------- 71 T FF i,90 KEY BU�LDINGuiLuimao-IPLA�N A-321 City Council 21 — 58 9/19/2023 Rrchikclurea Planning w CENTRAL POI"NTE CONCEPTUAL DESIGN FBP.wmg Awl W.I T F. R Y0 It. .... ISO. KEY BUILDING PLAN A-322 BUILDING B- 2ND - City Council 21 — 59 9/19/2023 �I RrchHeclure ♦Planning CENTRAL POINTE ngy_rnm 9ANTA AIJA. CA e2019-OJ?9 17'A7CH FU H Il CONCEPTUAL DESIGN GO. KEY BUILDING PLAN 11 A-323 BUILDING B - —H ciooa City Council 21 — 60 9/19/2023 if if if if if f if if ii if ii yl CENTRAL POINTS CONCEPTUAL DESIGN SMTA ANA CA Y X,9-0, 29 JUI".T.. - City Council 21 —61 180. KEY BUILDING PLAN A-327 9/19/2023 L�j Fr p fj[l 7. k4 m T Arthlteclw[-I.- < CENTRAL POINTE CONCEPTUAL DESIGN klav .. SANTA ANA, CA 020$30129 JULY-TH.solo 11',l'fFRYl1H II City Council 21 —62 9 '. m '. ISO. KEY ROOF PLAN MIMING 3 � A-328 9/19/2023 i a I I I BUILDING Key Map n.t.s. 1. Site Section (1":30'-0") F BUILDING B BUILDINGA 2. Site Section II Arthltetiv�e *Plannhg CENTRAL PDINTE •J 9BB,�56,5049 1 klQy,cam 6AMTA AHA, LA 02111@9}29 BUILDINGA 3. Building A Section (1":20'-0") CONCEPTUAL DESIGN SECTIONS JULY20TH, MQ A-40 1 City Council 21 — 63 9/19/2023 Plan at Studio 518 SQ, FT. [eLICF]Y Man 0-2 Studio 516 SQ. FT. O Vick Oiving Room Bedroom WIC ik � Bathroom gi Kitchen/ Dining Plan 1-2 1 Bedroom 11 Bathroom 725SQ. Fi_ ArchNeeNae•Plannirg CENTRAL POI CONCEPTUAL DESIGN S 8BB.45G,5B49 Mgy.mm SANTA ANA, CA azors.otxs JBLY i0TH,3@0 I N Plan 1-1 1 Bedroom t 1 Bathroom 683 SQ. FT. 174' 0 heck Bedroom 5950. FT. �i r Living Room I IIII 11 E l WIC Dining rl I I Hall l Li Li Bathroom P Kitchen b Pfan 1-4 Plan 1-3 1 Bedroom 11 Bathroom 1 Betlroom 1 1 Bathroom i �� 752 SQ. F7. 942 SQ. FT. Ccats 1 I i—I�JI ENLARGED FLOOR PLANS A-501 r r • e STMO & I BEDROOM BN— City Council 21 — 64 9/19/2023 Plan 1-5 1 Bedroom 11 Bathroom 831 SQ. FT. Deck 72 SQ. FL Deck " 72 SQ. Fr. `O III �I Living Room ❑ IAIII M. Bedroom Dining III lu Bedroom 42 WIC 1 i IjH;al I I I I I_ lBathroom p KitchenNLBathroom I" Plan 2-1 2 Bedroom 12 Bathroom 1.066 SQ. FT. Bedroom jjj���PMBedrooM Living Roam I II IIIIIILIIII���IIIIJJJHall -==-_ __ __- 0 --__ Bedroom piningwing 8 WIC Roam Bathroom .9 WICpDining-L—L_-� °d k -Goat o Plan 2-2 M. Bathroom 'ei KitchenKitchen Bathroom -��_1148 2 Bedroom l2 Bathroom SQ. FT. ®® F==�F1 �_ Q9 �IWlDI o o Plan 2-3 2 Bedroom 12 Bathroom LinFrf Foyer L__J �_-J O L__J 1071 SQ. FT. . r. I 098.156.5949 Ingy.rnm 1're RFaR U CENTRAL PpINTE 9ANTAANA, CA tl2059A129 CONCEPTUAL DESIGN JULY 2"TH.902" ° z ° ENLARGED FLOOR PLANS A-502 tAmu 2eEogowA UNR9 City Council 21 — 65 9/19/2023 42'-2" 11'-11" f ❑ Delk64 SQ. FT � - - Bedroom 2 no athroom M. Bedroom Living Room !W!Q Hall 0 11 WKC ❑ I Bedroom 3 M. Bathroom i I_ - Kitchen d Dining Foyer j i ��� Plan 3-1 1 I 3 Bedroom 12 Bathroom 12845Q. Ff. AreNHeNure t PI�nNn9 CENTRAL POINTS CONCEPTUAL DESIGN 1 Irtgy,wm SANTAANA, CA 929t 94129 ...Ys H,2no 11' a _ a r l a IF fl rl City Council 21 — 66 ❑ ❑ 15'-101, Dock 156 SQ"FF M. Bedroom /,( Living Room Bedroom 2 hall!! PAJ I I ! Bathroom Bedroom 3 Kitchen Foyer r__-i _ Plan 3-2 3Bedroom l2Bathroom noon 1391 SQ. FT. ENLARGED FLOOR PLANS A-503 e _ e 36E0H00M UNITS 9/19/2023 ZVII*p"""'"9 CENTRAL POINTS CONCEPTUAL DESIGN RENDERINGS A-601 101.214 ggymm 5.9NTnANA,CA IIZo�9-p�74 JtliY 20TH2@ry SITEAERIAL YVAFF H FUN n 1i � City Council 21 — 67 9/19/2023 i ;i y� Emma- r I d 1 '�' i^'- F ',t -n� ., i `A,' ` -■■ .. I IM ORINO ERK :NTFZAL ERK ENTR,4 _ r:rwrrrrr; oue� .. Rl r P" IL T M }yrweJ 11 � !V- `���I1 r y... � .��w �y}$Y- Js, �a4. j � � :e ��I Ai �s ARNE[ M A, CENTRAL POINTE CONCEPTUAL DESIGN RENDERINGS ---CA k2M�— JULY�TH.�O ��OFRM"G—EH" A-603 A:r r. H r o H City Council 21 —69 9/19/2023 i I .,,r [' F 0'. W-, - - - ARM ■■ I MTORINO 1TrTCR w , rx" [sr View of Building A's East Elevation i� 9BBAS65BW CENTRAL PDINTE CONCEPTUAL DESIGN k�Ny.mm N'.L'F F N F 0 R ll -TA ANA. CA R20194i29 JVLY 2PTH, 2090 View of Project Entry off 4th Street RENDERINGS I A-605 City Council 21 — 71 9/19/2023 View of seating in the Great Lawn Park View of walking path in the Great Lawn Park View of Forecourt on Cabrillo Park Drive View looking down the Linear Park ArchhMure ♦Planning U ji 4 � ggg,q�,�g CENTRAL 020117E CONCEPTUAL 2U20 AL DESIGN 1 Npy.mm SpNTA MA. CA 020590129 a v2oTH, 2oso N'.lTlH F'Uk RENDERINGS I A_606 City Council 21 — 72 9/19/2023 1. STUCCO 1 7_ FLAT METAL PANEL. Aichlleclu�e+Pl¢nning 888.9%.5899 klgy.wm 2. STUCCO 2 8.FLAT METAL PANEL 3. SIMULATED WOOD FIBER CEMENT SIDING 9. FROSTED GLASS RAILING 4_ LAP SIDING FIBER CEMENT SIDING 10. VINYL WINDOWS 41 CENTRAL PO-NTE CONCEPTUAL DESIGN JUL MA TF.R FOH 11 5. PANEL SIDING FIBER CEMENT SIDING 6. PANEL SIDING FIBER CEMENT SIDING h 1. ALUMINUM FRAME STOREFRONT 12_ STONE VENEER COLOR & MATERIAL BOARD I A -701 City Council 21 — 73 9/19/2023 SETUP IN THE MIUULE (INITIAL DIN SETUP). 2. TRUCK TO BACK UP WITH EMPTY BIN. 3. TRUCK TO PULL FORWARD WTH EMPTY BIN AND PLACE. 4. TRUCK TO BACK UP AND POSITION ITSELF TO PULL FORWARD. 5. TRUCKTO PULL FORWARD AND REPEAT PATTERN UNTIL ALL BINS ARE SERVICED. SEE PAGE TOA FOR EXACT DIN MOVEMENT PATTERN. FRONT LOAD VEHICLE ENTRY INITIAL DIN PLACEMENT AMERICAN P °m TRASH MANAGEMENT CENTRAL POINTE SCHEMATIC DESIGN 8 TA MA. CA !2019A M JULY 30TH. 202D ITSELF FOR 3 POINT TURN. 7-9_ TRUCK TO CONDUCT 3 POINT TURN 10, TRUCK TO PULL FORWARD AND EXIT SEE PAGE TOA FOR EXACT BIN MOVEMENT PATTERN. FRONT LOAD VEHICLE EXIT (POST -PICKUP BIN PLACEMENTS OQ� 35H SPU Flant End Loader Overall Len Overall Wdaamm 35.0 OR 10,tft MSn Body GroHntl Clearance Max T—k Witllh l 37in 8.00of Lack-ta-iackhms fi.04s Empty Weight Gloss Weight ]S,R401bs Is cob service Clearance 24g hl—VItteal base 55.33R O o I TRASH STAGING & TRUCK MANUVERING EVELI —CAL T-0.3 City Council 21 — 76 9/19/2023 AMERICAN we� TRASH MANAGEMENT `s�xw'xs Hlmas°wuxmf,eae SUILDINOATRASH COLLECTION ROOMCURE I UPPER VESITSULE LEVELS 02-070'YPI CENTRAL POINTE I SCHEMATIC DESIGN SANTA MA -CA e2ols — JULYNTH.MU =11111 IIII, ¢fiSECTION A -A s SECTION �S j!F fwrrt udF +-' tqp wEn 3CY NARROW COWAMER D AILS Reol}Iwry s �R xRE.vnlea luw exurf_ _ nsi xa Rem fu afdae Pw "siwee�F w�x aooP ieveL ufmfR 3 yaµCS anµlkE Xxa�e�ulHvwswa�IwlixxMmoFSWFn�slref m xeY I �5 uu SIeEL�a wcx u BE wFCX.uC+ui v�vunuFEd xxsx IH [f]xsl Rm mle 1 1]I s]v wuvm Huffs vmx �Wslafs fdR .wMe a uEGranxw. RspyElE'Af x.RRPw fL CNwecloR mxlunsEE Fpi vPtsle 6 Fcr mnuxm fap HECY¢IxU cnUfvs sXsvt Fast 4RPVF.R puocsaxxu e[s1Fcw[]e FLWP+F^.ulnm.pl xFLf6�p1F meR marx0.K C xfO YN.SXWG a9rtfs"�Lp[ IPES � �55 vEOIGi[e swLL BE F1wX.uauxSco PxanxEs w W' WON [axiN0. wmf s�s�u ec wwt.LldMlEv 6P efc Rfaaees � oRgnpE EeECsu�FiyEwis�RwuEvvR rv_ lVRf[NG RAdxs uS Rm�igq 9�taN 15R SEPNGE ��uNFur MsuureP 1 AFaPigE6Hv wE 111 sfLf CLoslxG ls�s. eao! u�j,OLs'o, ELF<�PowLY g1ETO�tF0. elnoutlic wsxwa urtu�e dines id and oeup�slovs vsx cec rlf 1] � 1 Huff lSwEr sxLLL�i.�oP�e[[RE�mwitnLcnUfx�xs EEFxMsuum PSSEs, mu91P sl{pypLLs nPE PmuPm eel.REPIa ualaiPilc'iafeusLvledwse'F.rfs�` __ 1 aFFnINO. [ 1 dsRssE XI m � oRwipE RgxxP e�mRFRREIwes �CpiCPx7E FlaaRE wu soiwRm w/JmFIl.YE cIX15lR u1e Sw SFCVXETC1Mf_ sFE q�a� 15pR11[II.1 susurnUsxe�nE OMMeBPBr wnxuv.Cnmxw lx IcxNEss m rtmq � s PaESEHfLO M rHls cAuwlG aR wUwEE. �SIomR�de[nFus, eaE x sEa cauviefe oescas pxepFss�.vs suue� PR sKaFlcntwxs.on lfu: atu[Ux.re sxYxLtsuFPr of }ryewf'q p p sP£aFlGnpLs.as muEE. 5 n[Puogn vuPR s uF [ PPmawlLo I.a 1F W���sm sEf swm efn mscnPm ix SHE Y1flAYeNJ9 Aoa vm fr w fN.ExsxFns un cwmnlPxs yaLs ae�fnE�rles�aa�ux�uE%Ilmx�os� coiminof�s nm lxwxn° axomEFn uw.uFRmanonwl�Laae�n'oe..rzPlH emN +NwnPPs srr Bur ]POE ev s "�:;o eEa�xu�E�q�r"afux cxulL Fmrwas TRASH COLLECTION ROOM CORE 1 BUILDING A T-1.0 City Council 21 — 78 9/19/2023 BUILDING A TRASH COLLECTION ROOM CORE 2 AMERICAN ' TRASH MANAGEMENT sexowPY]Pws+uwrAEEx« SECTION A -A §� II f HNeTSwNry �Axttv_ mPI 3; SECTION R.R TH ' I moxr xEY soE r�rr r-'• CENTRAL POINTE I SCHEMATIC DESIGN SANTAANA.CA .—..— JNL"MW2 . neN ReeY � TRaSN tp«E6nh1 mu I6 Pit}qF ]Hx FlPEgAIFu ]P.IEP cHurE vF Ywwy —E ALo FLeax p[aH ftowR LF.v[E cYCEx vv �6lPrmoE swrxcE ,prPwHckrre wcs w Nn ALL 6IEF�I u�EvmH xolPEt! ors HMuxn PwnG VY.0 Y.MERE INIYGIEo rdi iwli x�iE eE xEClwtuLLT VExriuTFhvrtN HI c+sxEr PEP ais x pl avo riiAxry GMEL']1x rDxvoclore FOR wasn;c 6Ecrputi mn xfx Puq gEna nw E9 SewiL mxwclekPWRR PwtssHSLL xE srPcxlafi Rmt+wwnEo �]us�'Evr]Y]s]u.]wa6mx�e raeo-.PF. s awsin uow LaN � a Yo vwsm� uurEs. 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EK-ixoaaEw ro YA eRao wucEsoaR��x]Er EurswR av O e z l TRASH COLLECTION ROOM CORE 2 eua----A TA 1 City Council 21 — 79 9/19/2023 AMERiCAN TRASH MANACEP4111-114T i�I E, ■%�■� T10,41- I nil I . RA UPPER VESITBULE LEVELS 0207 (fYPI CENTRAL POINTE I SCHEMATIC DESIGN SANTA ANA, CA A,YT'9-2� JULY 70TH. i SECTION A -A SECTION &F! S— AST,,A —A—SA I —I.L. :A, A A A.—.. 111TI 11 A, .'===E, I—ATAr FAANE AT 11 [eryrE SEE A ===--A n1=11, —ITT,, =,A A ; �9,=AATI A. I,- I — — ypV, AL, A. P.- T—AAT T I �TIEa s`TsiiLo ewxmwxA .......... TRASH COLLECTION ROOM CORE 1 6 . I BUILDLNG a T-1 .2 City Council 21 —80 9/19/2023 AMERIGAN TRASH MANAGEMENT sew»�ow.s<www-e.m+ —. W4L }erreRn R Lk'e r�oaR saxo.c e� IEN ssweA>_ I!� SECTION A -A SECTION S-S \ IT11 A'I Prn cFcrunt rl ra k �ne� nFONr NEv r-'' sFRK swL vew RUR nex or o<t.� rro t1Ex 3CY NARRUW CONTAINER DETAILS UPPER VESITOULE LEVELS 02-07 TTYP} CENTRAL POINTE I SCHEMATIC DESIGN SAN TA ANA, GA I30I-1M JU LY 20TH, 2020 rrtEr MoIE t sW�ri_REE���o��559 PMI OF T.R FlREmIFn m.�RN u1rrtE G Axxp 11 3 1DJR �MInFBInFRGE Eitx ALL 1wLLeTyPROTFLnorr. l¢YH.ew 1A rexTRETxFcuiaAvllMI WII. o e wx YeRs4�NREERm Pawt T. _1L X,—eEE£LPL N unxo TFl�w =".wNo Rcorc uLu� u«FnF �xpurEo rwr wsu s s�"alLw� eE�icW«wr��i'Lv va°°°Rrm urEo v�Ik ttl crWEr pEN wts r i EoxP.creNs raa vusre a NEL,•alNF: oR w.nE � 3c. n nN� clnE�sw s�mlF wv 3oe ws�Ec:�.rF"mn w+rL�P4miE6ar NF eln ....NIInI hyREs. gLnV�RE91.w rx oeolGl£o r RE waLLeuovnmaFo. REquiR[s _ w�aLRL£lss� RrwuL..wv�IEnwRFF. t aeew W� nluu¢xER_R.E us. xrr- im-i MIX. t< Et�WlecslE[LReen,N� NFHYr�w'FtvwR¢a�iaLwr INwurEo to ENFl�rmsE_.�ovmamoFOR mEwwEx PEUERrduR[0 [NInErNTutE VEannurra� t n laliX t� oeEgr sryr 4esxv. beaOrtOMOL.Ivlceo [s 6EEICE1rRFA �inl scxo NtWEiNE RFnrpy�Fs➢.�pwLL[ 9u Vox'ALLa NE RwrEWe9EG r1i�aOE 9RwP15KNN L>w�IEo wlNtt-A ar srs.El swu BE rnrcnm wiJILE �Omns mRi L6Pw[ lxlo a nlRvaarwwE mxslqucoor w5%LLns1 r FLoxR PErvt�mmx ro 5[cxr� nlul[ EFF umx RwwEn swan �.sourwn FwlrsE ar REdR raarxwFo.vuinmN v:s. �wls�emin r.Gtv`Liic'oF`.s"'vcna o oisrEJe.Is su*TaeIe m - I— n�Ldw°i"rtLFu eurue �mrt'"'cu `u ui: .maims E Tl: -ETwmn w oescwsFn w rNF owwaa�E s Awria! m L— FnZPnrFocssNtrcawisrLNnaE °n r�xhriwwss. a^w nan r. eK 11-.E.m—Em I—— EnrFmner Q o I TRASH COLLECTION ROOM CORE 2 6UILGING 6 T-1.3 City Council 21 — 81 9/19/2023 AMERICAN TRASH MANAGEMENT `sNwmemAswuwaecw rsase are BUILDING A RETAIL TRASH COLLECTION ROOM 3CY LOOSE CONTAINER DETAILS CENTRAL POINTE I SCHEMATIC DESIGN SANTAANA CA M2019-0129 f JULY]DTH. 2M SKEET NOTES: CENTRAL TRASH COLLECTION AREA 1. CENTRAL TRASH COLLECTION AREA IS 2 HR FIRE -HATED -RE -ARMED ACCESS, 2. FLOOR S HALL BE R NISH ED WTH WALE R PROOF DECK COATI NO FLOOR TO HAVE MIN IMAL S LOPE AND FLOOR DRA1 N. FLOOR LEVEL UNDER COMPACTOR. ]. WALLS SHALL BE FINISHED WITH WASHABLE WATERPROOF SURFACE SUCH AS FRP OR KIGH�IDES ENMIFL PAINT, C4'AFF. WALLS` W t2 1 PROiEcnoN. H.--.—FTF CURB AT BASE OF ALL NO—CIRORETE S, 4CYCONTAINER FOR WASTE&RECYCLING. WY CONTAINER FOR COMPOST. B. OC: ODOR CONTROL UNIT SHALL BE AALLJ OUNTED BO' AFF. REQUIRES 12CV ]SA SERVICE OUTLETS- 7- HB- HOT ANDCOLC HOSE BIB SHALL RE WALL-NIDDHTEDfir AFF- OENERALNOTES, 1, ANY DESIGNS OR CESION SOLUTIONS PRESENTED IN THIS DRAWING OR SPECIFICATION, WHICH ARE CIRECT OR IMPLIED. INCLVCING NARRATNES, DRAWINGS, OR DIAORANS, ARE HEREBY CLARIFIEO AS EYAMPLES AND SHALL NOT BE CONSIDERED COMPLETE DESIGNS OR OESIONS SlfDABLE FOR CONSTRUCTION, T. OMISSIONS FROM DRAWNGS OF SPECIFICATKINS,OR THE INACCURATE CESCRIPTION OF BETAILS OF WORK, NMK:H ARE MANIFESTLY NECESSARY TO CARRY CUT THE IRTENT OF THE DRAMIGSAND SPECIFICATIONS, OR WHICH ARE CUSTOMARILY PERFORMED. SHALL NOT REI THE CONTRACTOR FROM PERFORMING SUCH OMITTED OR INACCURATELY DESCRIBED ➢ETAILS OF THE WORK WORK SHALL BE PERFORMED AS IF F LLY AND CORRECTLYSET FORTH AND DESCRIBED IN THE DRAWMSS AND SPECIFICATIONS - a. CGNTIUCTOR SNALL FIELD VFAIFY ALL DIMENSIONS AND CONDITIONS PRIORTDSTARTOF GPNSTRUcnON.THE ARCHITECT SHALL BE NOTIFIED IMMEDIAYELYOF ALL"IRDNG FIELD GON DITIONS ANOANYDISCREPANCIES OR INCONSIRTEHCPEE 4CY LOOSE CONTAINER DETAILS I RETAIL TRASH COLLECTION ROOM 9 A S • BVILDINGA T-1.4 City Council 21 — 82 9/19/2023 CONTROL SHEET NOTES: CENTRAL TRASH COLLECTION AREA 1, CENTRAL TRASH COLLECTION AHFAFl2HR FlRE-kATEa-RfsTRk:TED Acc Fss 2. FLOOR SHALL BE FINISHED WTH WATERPHOOFDECK COATING. FLOOR TO HAVE MINIMAL SLOPE AND FLOOR DAMN. FLOOR LEVEL UNDER COMPACTOR. 3. WALLS SHALL BE FINISHED WITH WASHABLE WATERPROOF SURFACE SUCH AS FRP OR R HIGH -GLOBS FNAAIFL PAINT. WAFF_ a_ INSTALL WALL PROTECTION_ I2 F`MCONCRETE CURB AT BASE OF ALL NON�CONCRETE 4CY LOOSE 4CY LOOSE WALLS. S. 4CY CONTAINER FOR WASTE S RECYCLING, 3CYCONTAINER FOR COMPOST. RECYCLE 120V 15A SERVICE WASTE 6. OC: ODOR CONTROL UNIT SHALL DE WALL -MOUNTED SD' AFF. REQUIRES 12DV 1SA SERVICE CONTAINER OUTLET. (TYP) CONTAINER OUTLETS_ T_ HE. HoTANOcOLDHos AiRENALLBEWALi-MOUNTEOWAFF. OENENAL NOTES: IN TH Is DRANANG CR SPEDIFIC—N. t_WANDRECT R INPP,WPREsNFD H OLIEOWU NARRATIVES, I—MCS.OR DIAGRAMS, ARE NEREBY C—FIED AS ENAAIPLES AND SHALL NOT BE CONSIDERED COMPLETE DESIGNS OR DESIGNS SU RADLE FOR CONSTRUCTION. ], OMISSIONS FROM DRAWNGS OR SPECIFICATIONS, OR THE INACCURATE DESCRIPTION OF 3CY LOOSE 4CY LOOSE DETAILS OF WORK. VMICH ARE MANIFESTLY NECESSARY TD CARRY OUT THE INTENT OF COMPOST RECYCLE CONTAINER THE DRAWINGS AND SPECIFICaTIDNs, OR WHICH ARE C—MAR[LY PERFORMED. SMALL NOT RSLIBVE THE CONTRACTOR FROM PERFORMING SUCH OMITTED OR INACCURATELY CONTAINER DESCRIBED DETAILS OF THE WORK. WORK SHALL BE PERFORMED AS IF FULLY AMC .-------------------------------------- GORRECTLY SET FCRTH AND DESCRIBED IN THE DRAWINGS AND SPECIFICATIONS, 3T-0 I 3. CONTRACTORSHALL FIELDVERIFY ALL DIMENSIONS AND CONDITIONS PRIOR TOSTARTOF CONSTRUCTION. THE ARCHITECT SHALL BE NOTIFIED IMMEDIATELY OF ALL EAISTING FIELD OLL-U P CONDITIONS AND ANY a—EPANCIES OR INCONSISTENCIES, HOT/COLD— HOSE 5113 BUILDING B RETAIL TRASH COLLECTION ROOM AMERICAN N TRAbM MANAGEMENT 6 _B. .i SIDE VIEW FRONTIREAR YIPW SIDE VIEW REAR VIEW s _a PLAN VIE W BUILDING A RETAIL TRASH COLLECTION ROOM CENTRAL PINTE I SCHEMATIC DESIGN s Al3Tn ANA CA 9z2-12s JULY—, XUQ 4CY LOOSE CONTAINER DETAILS O o _ I RETAIL TRASH COLLECTION ROOBUILDING M B T-1.5 City Council 21 — 83 9/19/2023 -41 I CHUTE INTPJ[E ODOR O THR WNALL INTA%E EOCR 9 CNNTE VENT ....s:.�__.-e.... wn=.ro-wmm.m..o� _ .oiareru r.r I �•R-,c. e�n�m.r_ �- ' u,_w_r-�m-nr m. ..wn..nmmr.n.....m. s.7w•n..e ..tea.---... - _ --'II e'.ru.. qI __-__--__�___-_� awc.a ems. roan•.. rnn mommmrwn �-��•••,•'i�''` -_ � -_ r ,n_. euronn .... m.,„ I .xn..em.._:e u.nru wrrmi-wow:�w ♦ '•rnc.usw•w.us e�.tc[ssow I mwwo.e. 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OCFA SR279993 r Public Works Agency www.santa-ana.org/public-works Item # 22 o`er City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report September 19, 2023 TOPIC: Resolutions for Wells 27 and 28 PFAS Treatment System Funding AGENDA TITLE Resolutions Supporting Orange County Water District's Submission of a Grant Application for Wells 27 and 28 PFAS Treatment System Project RECOMMENDED ACTION 1. Adopt a resolution authorizing the Executive Director of the Public Works Agency to submit a financial assistance application for a financing agreement from the State Water Resources Control Board for the planning, design, and construction of the Wells 27 and 28 PFAS Treatment System Project. 2. Adopt a resolution declaring the Wells 27 and 28 PFAS Treatment System Project is categorically exempt from the California Environmental Quality Act pursuant to Section 1503 of California Environmental Quality Act Guidelines. DISCUSSION The Public Works Agency's Water Resources Division oversees and maintains the daily operations of the City's water and sanitary sewer systems. The water system has an average daily demand of 43 million gallons from its roughly 45,000 service connections. The majority of the City's potable water comes from the Orange County Groundwater Basin (OC Basin) and is pumped through 20 existing City wells. Due to the presence of per- and polyfluoroalkyl substances (PFAS) found in routine well monitoring, several wells in the OC Basin have been taken offline, including the City's Well 27 and Well 28. On May 19, 2020, City Council approved the PFAS Treatment Facilities and Program Agreement (Exhibit 1) with the Orange County Water District (OCWD). The PFAS Treatment Facilities and Program Agreement (Agreement) calls for OCWD to provide the funding, design, construction, and operation assistance for PFAS treatment facilities for qualifying City of Santa Ana groundwater wells. OCWD and the City have identified Wells 27 and 28 for the construction of PFAS treatment facilities. The total project budget, including construction cost, is estimated to be $8,000,000. Per the Agreement, City Council 22 — 1 9/19/2023 Resolutions for Wells 27 and 28 PFAS Treatment System Funding September 19, 2023 Page 2 the City of Santa Ana is assisting OCWD to obtain approximately $4,000,000 in grant funding to help offset the construction costs of the treatment system. Under the Bipartisan Infrastructure Law (BIL), $5 billion has been set aside through the Drinking Water State Revolving Fund (DWSRF) Program administered by the State Water Resources Control Board (SWRCB) to reduce people's exposure to PFAS and other emerging contaminants (EC). The SWRCB will provide one hundred percent as principal forgiveness (i.e., a Federal grant) and up to $5,000,000 for each qualified applicant. Eligible projects include the construction of a new treatment facility that addresses EC/PFAS such as the City of Santa Ana Wells 27 and 28 PFAS Treatment System Project. OCWD is not considered as a qualified applicant for the PFAS grant because OCWD does not own and operate any PFAS-contaminated well in its service area. Therefore, OCWD is requesting assistance from the City of Santa Ana to apply for the PFAS grant. Receiving this grant would minimize future replenishment assessment (i.e., groundwater fees) increases, fees which are passed through to the customer in the City of Santa Ana's water rates. If the PFAS grant funding agreement were executed, the City of Santa Ana would be the recipient of grant funds as the owner and the operator of the PFAS water treatment systems. OCWD would submit invoice(s) to the City of Santa Ana that total to the grant amount. The City of Santa Ana would need to pay OCWD as "proof of payment" before seeking and receiving grant reimbursement from the SWRCB. The City of Santa Ana would be serving as a "pass through" agency between SWRCB and OCWD, and the net financial impact to the City of Santa Ana would be zero. The SWRCB, the funding agency of PFAS grant, is comfortable and has no issues with the pass through role of the City of Santa Ana. The City of Santa Ana's adoption of an Authorization Resolution (Exhibit 2) is a requirement of the PFAS grant application and is needed in order for OCWD to execute a grant funding agreement with the State Water Resources Control Board. Additionally, the City must adopt a resolution stating the City of Santa Ana Wells 27 and 28 PFAS Treatment System Project is exempt from California Environmental Quality Act (CEQA) pursuant to Section 15303 of the CEQA guidelines (Exhibit 3). This project is consistent with Categorical Exemption Class 3 of Section 15303 because it consists of the construction and operation of a small treatment plant at a previously disturbed site representing the development of limited numbers of new, small facilities or structures, and it would not result in any significant impacts to the environment. FISCAL IMPACT There is no fiscal impact associated with this action. City Council 22 — 2 9/19/2023 Resolutions for Wells 27 and 28 PFAS Treatment System Funding September 19, 2023 Page 3 EXHIBIT(S) 1. PFAS Treatment Facilities and Program Agreement 2. Authorization Resolution 3. CEQA Exemption Resolution Submitted By: Nabil Saba, P.E., Executive Director - Public Works Agency Approved By: Kristine Ridge, City Manager City Council 22 — 3 9/19/2023 MURANCE NOT REQUIRED A-2020-103 WORK MAY PROCEED Return ORIGINAL executed copy to 'OTC, CLERKO_MpF�OUNCII EXHIBIT 1 jd,e y (tkj PFAS TREATMENT FACILITIES AND PROGRAM AGREEMENT This PFAS TREATMENT FACILITIES AND PROGRAM AGREEMENT (the "Agreement") is effective on the date identified in Section 10.17 ("Effective Date") of the Agreement, and is between the ORANGE COUNTY WATER DISTRICT, a special governmental district organized and existing pursuant to the Orange County Water District Act, Chapter 924, Statutes of 1933, as amended ("OCWD") on the one hand, and the Cities of Anaheim, Fullerton, Garden Grove, Orange, Santa Ana and Tustin; and the East Orange County Water District, Irvine Ranch Water District, Serrano Water District, Yorba Linda Water District, and Golden State Water Company (each a "Producer," and collectively "Producers"') on the other. OCWD and the Producers are each a "Party" and collectively "Parties" to this Agreement. A. OCWD manages the Orange County Groundwater Basin ("Basin") in northern and central Orange County in order to support a variety of beneficial uses, including potable and non - potable water supply. Much of the potable water supply currently used within northern and central Orange County is pumped groundwater for use by persons and Producers within. OCWD's service area. Section 2, subdivision 60.) of the Orange County Water District Act ("OCWD Act") authorizes OCWD to "transport, reclaim, purify, treat, inject, extract, or otherwise manage and control water for the beneficial use of persons or property within the district and to improve and protect the quality of the groundwater supplies within the district." Inasmuch as Orange County is located in a semi -arid area, it is essential that all reasonable efforts be put forth by OCWD, in cooperation with the Producers, to protect the quality and quantity of groundwater supplies within OCWD's boundaries. B. A group of man-made substances known as per- and polyfluoroalkyl substances ("PFAS") has been used in numerous consumer and industrial products since the 1940s. Recent testing in the Basin has revealed that as of the Effective Date, at least eleven producers and at least 71 groundwater wells that are sources of drinking water in the Basin are impacted by PFAS. C. Producers are governmental agencies (or a regulated public utility) that operate public water systems for the purpose of delivering potable water. They obtain a portion of their water supply by pumping groundwater from Water Producing Facilities within the Basin. D. In July 2018, the State of California Division of Drinking Water ("DDW") established a Response Level ("RL") of 70 parts per trillion ("ppt") for perfluorooctanoic acid ("PFOA") and 70 ppt perfluorooctane sulfonate ("PFOS"), two types of PFAS. In February 2020, DDW established revised RLs of 10 parts ppt for PFOA and 40 ppt for PFOS. Assembly Bill 756, codified at Health and Safety Code Section 116378, and effective January 1, 2020, requires that community water systems, including Producers, either notify their customers of PFAS detections I "Producers" means the listed public agencies (and a regulated public utility) identified herein, and groundwater pumpers later added per Section 10.16, that extract groundwater from the Basin via "Water Producing Facilities" (as that term is defined in Section 24 of the OCWD Act), and who are adversely impacted by PFAS in one or more Water Producing Facility/Facilities they own or operate. 26291022499-0087 14979764.1 a04117l20 City Council 22 — 4 9/19/2023 exceeding RLs or remove from service drinking water sources with PFAS exceeding RLs.' The revised RLs are perceived as a de facto regulation by some Producers. E. In November 2019, the State of California Office of Environmental Health Hazard Assessment began the process of developing drinking water Public Health Goals ("PHGs") for PFOA and PFOS, the first step in the regulatory process leading to DDW setting enforceable Maximum Contaminant Levels ("MCLs"). As of the Effective Date, DDW projected establishing MCLs for PFOA and PFOS by the Fall of 2023, with PHGs projected to be established by the Summer of 2021. F. PFAS compounds create a unique groundwater contamination issue that impacts many Producers. Without any action, PFAS impacted groundwater may migrate affecting other Water Producing Facilities and larger portions of the Basin. G. The Parties desire that the Basin continue to provide a groundwater supply of suitable quality to allow for the continuation of all existing and potential beneficial uses, and that is in compliance with all state and federal standards and relevant advisory levels. Quick and effective actions by OCWD, in concert with Producers, are needed to remove, treat and control PFAS down to established regulatory limits while also removing them to prevent their contamination of other portions of the Basin. H. The Parties recognize the necessity and commit to a high level of coordination to expeditiously design, construct and operate PFAS treatment systems ("Treatment Systems") to remove PFAS from the Basin where PFAS is detected in Water Producing Facilities. 1. Until Treatment Systems are constructed, the impacted Producers will be purchasing greater amounts of more expensive imported water, and water in the Basin containing PFAS will not be treated so as to prevent its spread to other portions of the Basin. J. As a result of DDW issuing revised RLs for PFOA and PFOS, and anticipated issuance of RLs and state or federal MCLs for other PFAS, Producers have lost, or are anticipated to lose upon finalization of the RLs and/or MCLs for one or more PFAS, pumping capacity in one or more Water Producing Facilities due to the presence of PFAS. Given the magnitude of the PFAS problem within the Basin, and OCWD's desire to improve and protect the quality of the groundwater supplies within the District so that groundwater from the Basin may be beneficially used, OCWD has developed, and is implementing through this Agreement and other actions, a new program that will allow OCWD to purify and treat groundwater containing PFAS by substantially funding, contracting and cooperating with Producers to develop, construct, operate, and maintain Treatment Systems such that water quality within the OCWD will be purified and improved ("Program"), and such that Producers can continue to beneficially use groundwater from the Basin after treatment for drinking water purposes. Producers desire to participate in the Program. z DDW's February 2020 guidance directs community water systems to test for PFAS using EPA Method 537.1 and notes that DDW defines PFAS "as those analytes included in EPA Method 537.1." 262Wa2240-0097 Jd07Q7Rd I andJ717n -2- City Council 22 — 5 9/19/2023 K. OCWD has the authority to "construct, purchase, lease, or otherwise acquire, and to operate and maintain necessary waterworks and other works, machinery, [and] facilities ... useful or necessary to ... protect the quality of the common water supplies of [OCWD] and purposes incidental thereto."3 OCWD may also perform groundwater cleanup, abatement, or remedial work in cooperation with any other governmental agency, and may initiate cost recovery actions against persons responsible for causing contamination of the Basin, and for its costs in cleaning up or containing contamination or pollution of the Basin.4 OCWD is also authorized under Section 2(6)(1.) of the OCWD Act to protect and improve water quality within the Basin by entering into contracts with Producers to produce more groundwater from the Basin, while taking less water from alternative non -tributary sources, where OCWD determines that such increased production of groundwater will result in removal of contaminants or pollutants from the Basin that otherwise would not be removed. Specifically, OCWD has authority, "for the common benefit of the district and for the purpose of managing the groundwater basin and managing, replenishing, regulating, and protecting the groundwater supplies within the district" to enter into an agreement with Producers to increase the production of groundwater in lieu of water from an alternative non - tributary source for the purpose of removing contaminants or pollutants from the Basin. OCWD may also "pay from district funds that portion of the cost of the groundwater production as will encourage the production for beneficial use of polluted or contaminated groundwater, as long as that pollution or contamination is impairing the quality of the water supplies within the district and the quality of the water supplies within the district will be improved by that production." L. OCWD has determined that certain portions of the Basin in the vicinity of Producers' Water Producing Facilities are polluted by PFAS, and that entering into this Agreement with Producers will encourage beneficial use of groundwater polluted by PFAS that would otherwise not be used while improving the quality of water supplies within the District. M. OCWD and the Producers mutually desire to enter into this Agreement pursuant to the OCWD Act to document the Program responsibilities of the Parties in the construction and operation of PFAS Treatment Systems, systems that the Parties will use to treat PFAS pollution and contamination, thereby improving the quality of groundwater supplies within OCWD. The Parties therefore agree as follows: l . The Recitals above are deemed true and correct and are hereby incorporated in this Agreement as though fully set forth herein. The Parties agree that the actions that will be taken pursuant to this Agreement are reasonable and necessary to accomplish the goals and objectives of the OCWD Act. 2. PURPOSE. 2.1 Facilitation of Basin -wide Treatment. OCWD and the Producers intend to facilitate treatment of Basin groundwater impacted by PFAS. OCWD will coordinate and fund planning and treatment pilot studies and design efforts, and fund the construction costs of PFAS s OCWD Act, Section 2, Subd. 5. 4 OCWD Act, Section 8. 2629/022499-ODS7 ., 14979764.1 04/17l20 - =- City Council 22 — 6 9/19/2023 Treatment Systems in the Basin subject to the provisions of this Agreement. OCWD will also fund a portion of the operation and maintenance costs of those facilities. 2.2 PFAS Compounds and Reopener. The Parties recognize the necessity of and commit to a high level of coordination to expeditiously design, construct and operate PFAS Treatment Systems to remove PFAS from the Basin where PFAS is detected in a Producer's (existing or anticipated) Water Producing Facilities at or above 80% of an applicable RL or MCL. The Parties acknowledge that additional compounds within the HAS family may become regulated during the term of this Agreement. To the extent the Treatment Systems developed under this Agreement requires modification to treat PFAS that becomes regulated after the Effective Date, the Parties will, where necessary and mutually agreed upon, amend this Agreement to provide for treatment of additional compounds in the PFAS family. PLANNING. 3.1 Planning Study. OCWD has retained a consultant to prepare a "Planning Study" to evaluate the Producers' water systems, any of their Water Producing Facilities impacted by HAS ("Impacted Wells"), and potential locations for construction of PFAS Treatment Systems for Impacted Wells. OCWD shall cause the consultant to actively consult with Producers in connection with preparation of the Planning Study. OCWD shall cause the consultant to provide a final Planning Study report to OCWD and Producers concurrently. 3.2 Pilot Study. OCWD shall perform a PFAS treatment "Pilot Study" to evaluate different treatment technologies to remove PFAS from groundwater. 3.3 Treatment Systems. OCWD shall use the results of the Planning Study and the Pilot Study to reasonably determine the type and final design of the Treatment Systems to treat PFAS contamination in the groundwater produced by Impacted Wells to levels below the RL or MCL. Development of the final design of Treatment Systems will consider 30-year lifecycle costs, including but not limited to Treatment System footprint and physical setting, relative land values, the proximity to existing water infrastructure and energy sources, operational costs and limitations, and any PFAS treatment studies conducted by Producers. The Treatment Systems will be designed for a 30-year useful life. If OCWD and a Producer mutually agree, a Treatment System that can remove PFAS contamination down to non -detect concentrations, depending upon site specific circumstances, may be designed and constructed. 3.4 Enhancements/Additions to Treatment System. If Producer desires to construct additions or enhancements to the PFAS Treatment System beyond what OCWD determines is the appropriate Treatment System, then OCWD will reasonably estimate the cost of those additions or enhancements (including planning costs, design costs, capital costs and operation and maintenance ["O&M"] costs) with assistance and input from Producer(s). For OCWD-Built facilities (defined below), OCWD shall include the additions or enhancements in the design and construction of the treatment facilities upon OCWD determination of feasibility of efficiently operating the Treatment Systems with the requested additions or enhancements. Producer shall reimburse OCWD for all costs associated with the OCWD-Built addition or enhancement constructed by OCWD. For Producer Built Treatment Systems that contain additions or enhancements beyond what OCWD determines to be an appropriate Treatment System, M191022499-0087 14979764.1 04l1 N20 -4- City Council 22 — 7 9/19/2023 Producers shall have no right of reimbursement from OCWD for Producers' costs attributable to such additions or enhancements. 3.5 Producer Assistance. Producers shall support and assist OCWD in connection with the Planning Study, Pilot Study, and development of what constitutes an appropriate Treatment System design. "Support and assist," as used in this Agreement means timely providing reasonable staff time and available data/technical information where requested by OCWD to ensure OCWD has sufficient information to timely complete its obligations under this Agreement. 3.6 Untested Water Producing Facilities. OCWD reserves the discretion to delay the design and to not construct Treatment Facilities at Water Producing Facilities that have not been individually tested for PFAS, or which have not demonstrated consistent exceedance of an applicable HAS RL or MCL. 4. DESIGN AND CONSTRUCTION OF PFAS TREATMENT FACILITIES. 4.1 Funding. OCWD shall fund the reasonable cost to design and construct the Treatment System, except for necessary real property and entitlements for siting the Treatment System as described in Section 4.4. OCWD's funding obligations apply both to OCWD-Built or Producer -Built Treatment Systems, as defined below. OCWD's funding obligations include planning, design, and construction of the Treatment Systems whether OCWD-Built or Producer - Built. 4.2 OCWD Construction or Reimbursement. The Producer shall elect either: A. to have the Treatment System designed and built by OCWD ("OCWD-Built"); or B. to be reimbursed for having the Treatment System designed and built by the Producer ("Producer -Built"). 4.3 CEQA. In connection with the proposed Treatment System for Impacted Wells, the Parties shall work together to determine the best plan for and the lead agency for the purpose of complying with the California Environmental Quality Act ("CEQA"). Where a Producer serves as lead agency for a CEQA project, OCWD shall serve as a Responsible Agency and approve the portions of the CEQA project that OCWD will carry out. OCWD shall fund CEQA expenses incurred in connection with the Treatment System whether it is a Lead Agency or a Responsible Agency. Upon a Producer's request, OCWD shall prepare necessary CEQA documents for the Treatment System. OCWD shall fund any reasonable CEQA mitigation cost excluding land acquisition expenses. 4.4 Property Acquisition, Entitlements. A. Land and Rights of Way. Each Producer shall secure at its expense any land and/or right of way necessary to construct the Treatment System(s). City Council 22 — 8 9/19/2023 B. Entitlements. Each Producer shall obtain at its expense all land use entitlements necessary to construct the Treatment System(s). C. Property Conditions for OCWD-Built Treatment System. If a Producer chooses an OCWD-Built Treatment System, then OCWD will have no obligation to design or construct the Treatment System until a Producer has demonstrated it has obtained lands and land use entitlements sufficient to permit construction of the Treatment System. OCWD may begin final design work for facilities where land use entitlements are in the process of being obtained. If a Producer is unable to obtain the necessary entitlements within twelve months after the completion of the preliminary design for an Impacted Well, then Producer shall reimburse OCWD for reasonable design costs associated with that location unless the twelve month deadline is extended by mutual agreement of the Parties. 4.5 OCWD-Built Facilities. The provisions of this Section 4.5 apply to PFAS treatment facilities that a Producer elects to have OCWD design and build. A. Design. OCWD will consult with and seek input from the Producer on the design and construction of the Treatment System, including the need for any extended manufacturer's warranties on Treatment System components. Producer shall support and assist OCWD in hiring design consultants and designing the Treatment System, but OCWD will have the reasonable authority and discretion in determining the Treatment System final design. The level of treatment selected by OCWD must allow the Producer to treat regulated PFAS to comply with RLs or MCLs, unless special circumstances dictate an alternative approach. Additions or enhancements to the Treatment System are subject to section 3.4. B. Property Rights. A Producer shall provide OCWD with temporary property rights over any site necessary for construction, staging, and laydown for the Treatment System project. These temporary property rights will be in the form of a license or temporary construction easement, or other property right sufficient to provide for OCWD's control of the site during construction. C. Advertisingand Award of Construction Contracts. OCWD shall advertise, where required by the OCWD Act, and award construction contracts for construction of the Treatment System. A Producer shall support and assist OCWD in these efforts, and shall expeditiously provide any documents necessary for construction at no charge to OCWD. D. Administration and Inspection. OCWD will administer the necessary contracts to construct the Treatment System, including reviewing and responding to contractor requests for information or requests for clarification, reviewing and approving shop drawings, and filing a Notice of Completion. OCWD shall provide all construction and inspection for the Treatment System. E. Transfer of Treatment System. Upon filing the Notice of Completion for the Treatment System, OCWD will transfer the constructed and operating Treatment System to the Producer with an appropriate legal instrument and a quitclaim of any property rights obtained under Section 4.4. OCWD shall provide the Producer with copies of all applicable O&M manuals and record drawings for the Treatment System in OCWD's possession. 2629/022499-0087 14979764.1 n04)17120 -6- City Council 22 — 9 9/19/2023 Upon the Producer's receipt of the legal instrument and quitclaim of property rights, Producer shall be solely responsible for ensuring the proper operation, maintenance and repair of the Treatment System. The Parties may arrange for extended warranties on any component of the Treatment System, which additional cost may be paid for by the Producer, and which extended warranty will be transferred to the Producer together with the transfer documents. F. Warranty, Post -Construction Remedies. OCWD will make construction warranty repairs and modifications not attributable to the negligence or willful misconduct of Producer for one year after the date of filing of the Treatment System Notice of Completion. The Parties will also, to the extent they deem prudent, jointly pursue any statutory construction defect remedies against third -party designers and contractors. G. DDW Permit Assistance. OCWD will support and assist the Producer with technical information in modifying the Producer's DDW operating permit to account for and authorize the new Treatment System as part of the Producer's public water system. 4.6 Construction by Producer. The provisions of this Section 4.6 apply to PFAS treatment facilities that a Producer elects to design and build. A. OCWD Approval of Design. The Producer shall prepare and subunit to OCWD for approval a conceptual design for the Treatment System. OCWD shall review and approve the design in writing within 30 days, which approval will not be unreasonably withheld. Once conceptual design for a Producer's proposed Treatment System is approved by OCWD, the Producer will coordinate with OCWD in the planning and final design of the Treatment System. The Producer shall then prepare and submit the final design to OCWD for approval. OCWD shall participate in the Producer's project meetings as necessary to obtain OCWD's final approval of the Treatment System in an expeditious manner so as not to delay the Producer's design and construction of the Treatment System. OCWD shall review and approve the final design, if deemed reasonable and effective, in writing, within 30 days. Such approval will not be unreasonably delayed or withheld, though OCWD shall have the right to place reasonable conditions on the final design approval. B. Construction. Upon OCWD's approval of the final design, the Producer shall advertise, award, and ensure timely completion of all necessary contracts to construct the Treatment System. The Producer shall notify OCWD upon the award of the construction contract and upon recording the Notice of Completion. 5. OPERATIONS, MAINTENANCE AND REPLACEMENT. 5.1 30-Year Term. Each Producer shall operate, maintain, and repair a Treatment System, and any related Impacted Well, for the earlier of A. 30 years following the filing of the Notice of Completion; or B. Until water produced from the Impacted Wells meets RLs or MCLs for PFAS. 26291022499-0087 14979764.1 104/17/20 -7- City Council 22 — 10 9/19/2023 5.2 Operating Standards. OCWD recognizes in the normal course of operating a water system, the Treatment System and Impacted Wells may need to be turned off for routine maintenance, seasonal demands, emergencies, accommodating in -lieu imported water deliveries, and major repairs. Each Producer agrees to operate the Treatment System in a manner consistent with industry standards and take actions in the same manner as a reasonably prudent water system operator, with the understanding that the Treatment System funded by OCWD is intended to be regularly used for daily treatment of groundwater as long as PFAS exceeds an RL or MCL in the Basin in the vicinity of the well. The Parties understand and agree that Treatment Systems constructed or funded by OCWD are not intended to be used as "stand by" treatment systems. 5.3 Compliance, Permits, Testing, Reporting. Each Producer shall obtain and comply with any and all regulatory permits, permissions or approvals necessary to operate and maintain the Treatment System. Producer shall operate and maintain the Treatment System in accordance with state and federal regulatory requirements, prevailing industry standards, good housekeeping practices, and equipment manufacturer recommendations and requirements. Producer shall perform required water quality testing and reporting to verify the successful operation of the Treatment System to comply with regulatory requirements. If a Producer fails to timely perform testing and/or reporting in the fixture, then OCWD may in its reasonable discretion assume responsibility from a Producer for required water quality testing and/or reporting and that Producer shall timely pay OCWD all reasonable and necessary costs for that testing and reporting or such costs shall be deducted from OCWD's reimbursement payments to the Producer per Section 5.4. 5.4 Post -Completion Inspection; Cost Recou ment. A. OCWD will periodically inspect the Treatment System after the filing of the Notice of Completion, to review the adequacy of Producer O&M activities. Producer shall provide access to the Treatment System after receiving reasonable notice from OCWD. B. To the extent OCWD finds that Producer is not adequately operating and maintaining the Treatment System in accordance with industry standards and the manufacturer's directions, OCWD will, in the following order: (1) meet with the Producer in attempt to resolve the inadequate operation or maintenance; (2) formally notify the Producer of its obligation to properly maintain and operate the treatment system and give the Producer up to 120 days to remedy any OCWD finding of inadequate maintenance and/or improper operational protocols; (3) after 120 days, suspend O&M payments described in Section 6.2 until such time as the Producer demonstrates to OCWD that it is properly operating and maintaining the treatment system; 2629/022499-0087 14979764.1 aN117/20 _ 8 - City Council 22 —11 9/19/2023 (4) no sooner than 270 days from the initial formal notice, terminate this Agreement and seek to recoup, where applicable, the cost of constructing the Treatment System and/or other applicable damages.5 6. FINANCIAL. 6.1 Capital Costs Payment and Reimbursement. A. OCWD-Built Facilities Upfront Payment. For OCWD-Built Treatment System, OCWD will pay as up -front costs all planning, design, construction, and start- up costs as described above, except for the costs for property rights, land use entitlements, additions or enhancements, or as otherwise described in this Agreement. B. Producer -Built Facilities Reimbursement. OCWD shall reimburse the Producer for all of the Producer's reasonable expenses for the planning, design, construction, and start-up of Treatment System on a monthly basis. OCWD shall pay reimbursements to the Producer within 30 days of receiving adequate documentation from the Producer. C. Prior Expenditures. Within 60 days after the Effective Date, OCWD will reimburse the Producer for any previous reasonable and authorized expenses incurred by the Producer prior to the Effective Date in evaluating or developing the design for or constructing the Treatment System for the Producer's Impacted Wells. (1) Authorized expenses include, but may not be limited to: (1) design type costs, consultants and contractor; (2) pre -purchase of equipment and media for Treatment System; (3) equipment installed to temporarily treat for PFAS compounds which can be repurposed by the Producer into the Producer's final Treatment System; (4) permitting cost; and (5) CEQA type expenses. These same expenses incurred by Producer going forward are also eligible for reimbursement. Design, engineering, or evaluative type expenses incurred by a Producer that may be eligible for reimbursement, as reasonably determined by OCWD in its sole discretion (with input from the Producer) could include: (1) outside consultant costs and studies incurred by the Producer and related to the development and design of the Treatment System; (2) equipment installed to temporarily treat for PFAS compounds which can be repurposed by OCWD into a final treatment system; (3) permitting cost, and (4) CEQA type expenses. ' Any action by OCWD to recoup its, or the Producer's, OCWD funded costs for construction of the PFAS treatment system would be prorated based upon the length of time the treatment facilities has been in operation, and by any percentage of third -party cost recovery OCWD has obtained. For example, a breach by Producer in year twenty-five (25) of the thirty (30) year term of this Agreement would result in OCWD recouping significantly less than if the breach occurred in year five since twenty five years of useful life of the facility would have occurred, and would be further offset by any third -party cost recovery obtained by OCWD during that time. 2629/022499-0087 14979764.1 a04117170 -9- City Council 22 — 12 9/19/2023 (2) Unauthorized expenses for reimbursement shall include: (1) the Producer's staff time; (2) direct or indirect overhead type expenses for staff; and (3) costs not primarily attributable to Treatment System design, construction and O&M. 6.2 O&M Reimbursement. A. Reimbursement Rate. OCWD shall reimburse each Producer for 50% of allowable O&M costs, up to $75/acre-foot of water treated by the Treatment System. B. O&M Unit Cost. Each Producer shall annually calculate the O&M unit cost of the Treatment System on a July 1st to June 30th fiscal year basis and submit this information by October 1 st of the following fiscal year to OCWD for review and reimbursement. The unit cost shall be calculated by dividing all appropriate and allowable O&M expenses by the Treatment System total water treated. The annual submittal by the Producer shall include all documentation and backup information necessary to support the unit cost calculation. Each Producer shall provide any reasonable information requested by OCWD in verifying the Producer's unit cost or other expenses for which the Producer seeks reimbursement per this Agreement. After execution of the agreement, at the request of the Producer after the Treatment System(s) are fully operational, OCWD will make a six month progress payment by January 30th of each fiscal year based upon no more than 50% of the estimated eligible total O&M cost OCWD would normally reimburse at the end of the fiscal year as determined by OCWD with input from the Producer. C. Reimbursable/Allowable Costs. Allowable O&M costs are the costs to the Producer necessarily incurred for the regular operation and maintenance of the Treatment System, as reasonably determined by OCWD after good faith consultation with Producer. Allowable O&M cost shall consider the specific site issues of each Treatment System. Examples of allowable O&M costs may include, but are not limited to: 26291022499-0087 14979764.1 a04 1" 'n (1) periodically replacing carbon, resin, or other adsorption media; (2) necessary power and chemical cost to operate the Treatment System; (3) routine maintenance of the Treatment System; (4) periodic repair and replacement type cost items; (5) cost of additional staff time to operate the Treatment System; (6) required water quality sampling and testing for compliance monitoring; (7) determining and implementing compliance with new or revised PFAS regulations; (8) additional pumping cost caused by the Treatment System; -10- City Council 22 — 13 9/19/2023 (9) disposal of waste materials generated by the Treatment System, including landfill costs and incineration, and costs of hazardous waste disposal (if applicable); (10) sewerage costs associated with maintenance/backwash of the Treatment System; and (11) such other reasonable maintenance costs as are necessary to ensure the Treatment System continues to operate properly consistent with its design. D. Non -reimbursable costs include: (1) existing Producer staff time costs not attributable to the PFAS Treatment Facilities; (2) direct or indirect overhead type expenses for staff; and (3) cost resulting from a Producer's inadequate operation and maintenance of the Treatment System. E. Reimbursement Rate Adjustment. The S75/acre foot rate will be automatically adjusted annually each July 1 (beginning July 1, 2021) by the percentage differential based on the last two annual indices set forth in the Bureau of Labor Statistics Consumer Price Index for All Urban Consumers - Los Angeles -Long Beach -Anaheim. The maximum O&M reimbursement rate may be increased by OCWD if there are unforeseen, unique or specific circumstances of the Treatment System that, through no fault of a Producer, result in a higher cost of treatment at a Producer's treatment system, including increased costs attributable to new statutes, regulations or regulatory interpretations. F. Submittals; Reimbursement Timing. OCWD shall reimburse each Producer its allowable O&M costs incurred by a Producer within 60 days of receiving the Producer's annual O&M unit cost calculation and supporting information as described in Section 6.2.13. via direct payment. G. Treatment Media. OCWD may solicit and enter into a future contract with the appropriate activated carbon, resin, and/or other adsorption media manufacturers to obtain a lower price for this material than could be obtained by the individual Producer. Unless a Producer opts out in writing of this Section within 30 days of the Effective Date, Producer will support and participate in OCWD efforts to obtain a lower cost for activated carbon and/or resin. 6.3 Grants, A. OCWD-Sought. OCWD may seek federal, state, or other grant funding to offset costs of the PFAS program contemplated by this Agreement. Each Producer shall support and assist OCWD, as may be reasonably requested by OCWD, to obtain any grants that maybe used by OCWD to fund construction and/or future O&M of Treatment Systems. Grant 2G291022499-0087 149797G4.1 a04111110 -1 1- City Council 22 — 14 9/19/2023 funds received by OCWD will be used to fund OCWD's costs of planning, design and construction of Treatment systems, unless otherwise required by the terms of that grant. B. Producer Support to OCWD-Sought Grants. Each Producer shall support and assist OCWD in preparing any annual reports or documents necessary for OCWD to comply with grants received for the PFAS program. Subject to the requirements of this Section 6.3, no provisions in this Agreement will prevent a Producer from applying for grants or loans, from any source, for PFAS treatment projects in its service territory. C. Producer -Sought Funding. A Producer may also seek third -party funding for Treatment System -related expenses. Any outside development and design type grants or funding initiated and received by a Producer will be utilized to offset OCWD's PFAS design or construction costs for the Producer. If a Producer receives any grants or other third -party funding for operational expenses of the Treatment System, that Producer shall share those proceeds with OCWD in proportion to the percentage of O&M funded by OCWD if allowed by the grant or other third -party funding instrument. 6.4 Records Retention Audit. The Parties shall keep and maintain all records, accounts and reports relating to this Agreement for a period of at least ten years after the date of a final judgment or final settlement resolving any and all litigation related to PFAS cost recovery initiated per Section 7.4 of this Agreement. The Parties will have access to these records at any time during normal business hours upon 10 calendar days' notice. At its cost, any Party may audit the books, records and accounts of the Party relating to its performance of this Agreement, and the audited Party shall provide reasonable cooperation to the auditing Party in this regard. RISK ALLOCATION. 7.1 Insurance. A. Construction Activities. In the hiring of consultants and contractors to design and build the Treatment System, the hiring or contracting Party will have the other Party (OCWD, if Producer -Built, or the designing/building Producer, if OCWD-Built) included as an additional indemnitee and additional insured on the same basis and with the same limits in all contracts. The hiring Party will use the higher of the two Parties' standard limits for the purpose of coverage requirements. For example, in connection with an OCWD-Built Treatment System, OCWD shall have Producer named as an additional indemnitee and an additional insured in all consulting and construction contracts related to the Producer's Treatment System(s). In connection with a Producer -Built Treatment System, Producer shall have OCWD named as an additional indemnitee and an additional insured in all consulting and construction contracts. The hiring or contracting Party shall provide the other Party with proof of insurance, including additional insured endorsements. B. Parties' Coverage. Each Producer shall take out and maintain in effect at all times during the term of this Agreement comprehensive general liability insurance in an amount not less than $2 million per occurrence, for bodily injury, death and property damage associated with the operation and maintenance of the Treatment Facilities and Impacted Wells, naming OCWD as an additional insured under such policy. An endorsement evidencing this 2629/022499-0087 14979764.1 04/17l20 -12- City Council 22 — 15 9/19/2023 insurance coverage shall be furnished to OCWD prior to OCWD or Producer commencing construction on a Treatment System. If the Producer is, or becomes, partially or fully self -insured for its public liabilities, a letter executed by the Producer's Chief Executive stating the Producer's self -insured status and acknowledging its responsibility to indemnify OCWD as required in this Agreement, may be furnished in lieu of the insurance endorsement otherwise required herein. The Producer shall provide written notice to OCWD of any change in the Producer's insured or self - insured status within 30 days of the date of such change. 7.2 Indemnity. A. By Producer: (1) Each Producer shall defend, indemnify and hold OCWD, harmless from and against any and all actions, suits, claims, demands, judgments, attorney's fees, costs, damages to person or property, losses, penalties, obligations, expenses or liabilities (collectively, "Claims") that may be asserted or claimed by any third party arising out of the negligent or reckless performance or implementation of this Agreement by Producer except for Claims arising out of or relating to the design or construction of a Treatment System where OCWD designed or constructed the Treatment System. (2) Producer shall indemnify, defend and hold OCWD harmless from any liability, or regulatory enforcement attributable, in whole or in part, to Producer's failure to properly operate and maintain the Treatment System and Impacted Wells. B. By OCWD: (1) OCWD shall defend, indemnify and hold each Producer harmless from and against any and all Claims that may be asserted or claimed by any third party arising out of the negligent or reckless performance or implementation of this Agreement by OCWD, except for Claims arising out of or relating to the design or construction of a Treatment System where the Producer designed or constructed the Treatment System. 7.3 Release and Hold Harmless. A. Producers' Release of OCWD. (1) Producers, and each of them, hereby release OCWD, its officers, directors, employees, agents and representatives, from any and all liability, known or unknown, arising out of, or otherwise attributable to the discovery and/or presence of PFAS in the Santa Ana River, the Basin, Producers' Water Producing Facilities, and Producers' potable or non - potable water system, before, during or after treatment. Such release shall include, but is not limited to, claims or litigation initiated by third parties against a Producer or OCWD, and any other legal, administrative, or regulatory actions associated with OCWD's performance of its obligations under this Agreement (unless attributable to OCWD's sole active negligence or willful misconduct during such performance). B. OCWD's Release of Producers. 2629l02209-0087 14979764.1 a04117120 -13 City Council 22 — 16 9/19/2023 (1) OCWD hereby releases each Producer, their officers, directors, employees, agents and representatives, from any and all liability, known or unknown, arising out of, or otherwise attributable to the discovery and/or presence of PFAS in the Santa Ana River, the Basin, Producers' Water Producing Facilities, and each Producers' potable or non - potable water system, before, during or after treatment. Such release shall include, but is not limited to, claims or litigation initiated by third parties against a Producer or OCWD, and any other legal, administrative, or regulatory actions associated with a Producer's performance of obligations under this Agreement (unless attributable to a Producer's sole active negligence or willful misconduct during such performance). (2) This release by OCWD does not pertain in circumstances where liability results, or is alleged to result, from the failure of a Producer to properly operate and maintain the Treatment System constructed per this Agreement. C. Producer's Release of other Producers. (1) Each Producer hereby releases and shall hold the other Producers harmless from liability associated with the presence of PFAS in the Basin. (2) However, this release by each Producer does not pertain to circumstances where liability results, or is alleged to result, from the failure of the other Producer(s) to properly operate and maintain the Treatment System(s) constructed per this Agreement. D. No Admission of Liability. Nothing contained herein shall be deemed an admission of liability by any Party to this Agreement. 7.4 Legal Cost Recovery Efforts. A. OCWD anticipates commencing litigation against responsible parties, including chemical manufacturers of PFAS, in order to recover costs from persons responsible for placing PFAS into the stream of commerce and/or the environment where it could make its way into the Basin ("Damages"), The Producers shall support, coordinate, assist and comply with all reasonable OCWD requests regarding OCWD's cost recovery litigation related to pursuit of Damages associated with PFAS. B. OCWD will request each Producer that has sustained Damages to determine if intends to jointly retain counsel ("Shared Litigation Counsel") with OCWD in litigation to recover Damages. Producers who join as co -plaintiffs are "Participating Producers" in OCWD's cost recovery efforts. C. OCWD and Participating Producers will establish a Steering Committee and Executive Committee to direct Shared Litigation Counsel and make litigation decisions. D. OCWD and Participating Producers will enter into an appropriate joint prosecution/common interest agreement to hire Shared Litigation Counsel and establish 26291022499-0087 14979764.1 a04l17120 -14- City Council 22 — 17 9/19/2023 confidentiality and privilege concerning communications and work product of the Steering Committee and Executive Committee. E. OCWD and Participating Producer agree that any Damages obtained in the PFAS litigation will be pooled and distributed to OCWD and Participating Producers proportionally to their respective claimed damages, such that each Participating Producer and OCWD will recover the same percentage of their overall claimed damages in the manner shown on Exhibit A. F. Participating Producers can decide at any time to discontinue participation in the litigation initiated by OCWD, but agree, if applicable, to pay to Shared Litigation Counsel, in accordance with any retainer agreement negotiated with Shared Litigation Counsel, for the withdrawing Producers share of Shared Litigation Counsel's reasonable attorneys' fees and cost incurred prior to the date of withdrawal (if any). Further, per the terms of any retainer agreement with Shared Litigation Counsel, the Participating Producers agree to maintain as confidential, and where applicable, to return, any communications and work product obtained via the litigation. G. OCWD believes that it is in the best interest of OCWD and Producers impacted by PFAS to jointly initiate litigation as co -plaintiffs with Shared Litigation Counsel. However, if a Producer decides to pursue or initiate separate PFAS litigation ("Separate Litigation"), Producer shall notify OCWD of such intent thirty (30) days prior to formally filing the Separate Litigation. Producer in the Separate Litigation must comply with the following: (1) The Producer shall give OCWD the opportunity to review and comment on Separate Litigation documents (e.g., pleadings) prior to any Separate Litigation filing. (2) No PFAS related cost incurred by OCWD, or likely to be incurred by OCWD, and related to the Producers treatment system(s) (construction and/or O&M), will be asserted in a Producer's Separate Litigation. (3) In order to prevent duplicative claims for the same damages in separate lawsuits, assertion of which without OCWD's consent shall constitute a violation of this Agreement, OCWD must approve any PFAS related cost a Producer is seeking to recover prior to its assertion in Separate Litigation. However, OCWD shall not unreasonably withhold such approval, and shall consult in good faith with counsel for a Producer that wishes to initiate Separate Litigation in order to seek ways to accommodate the interests of both Parties, prior to disapproving any cost. (4) A Producer shall closely coordinate its separate legal action with OCWD, and, where requested in good faith by OCWD, support the positions taken by OCWD related to PFAS in court and in political, community and business forums. (5) A Producer shall not assert claims against OCWD in any litigation related to PFAS, or otherwise knowingly take positions that could result in OCWD or other Producers incurring liability related to PFAS as a result of the position asserted by the Producer in the Separate Litigation. 2629/022499-0087 14979764.1 a04l17120 -15- City Council 22 — 18 9/19/2023 8. EXPIRATION AND TERMINATION. This Agreement expires 30 years from the Effective Date. A Producer may terminate this Agreement upon providing 90 days written notice to OCWD. However, if a Producer terminates this Agreement prior to the 30 year date of expiration, the Producer shall reimburse OCWD for all of OCWD's unrecovered costs in constructing the Treatment System using the methodology described in footnote 5, plus any other reasonable expenses incurred by OCWD as a result of the early termination. 9. NOTICE. Any notice, instrument, payment or document required to be given or delivered under this Agreement shall be given or delivered by personal delivery or by depositing the same in a United States Mail depository, first class postage prepaid, and addressed as set forth in Exhibit B. Notice under this Agreement may also be provided to such other address as any Party may direct in writing to the other. Service of any instrument or document given by mail will be deemed complete upon receipt if delivered personally, or forty eight (48) hours after deposit of such instrument or document in a United States mail depository, first class postage prepaid, and addressed as set forth above. 10. MISCELLANEOUS. 10.1 Further Assurances. The Parties shall execute and deliver any documents and cooperate in performing any acts necessary to further the intent of this Agreement. 10.2 Time is of the Essence. Time is of the essence in performing all obligations under this Agreement. 10.3 Counterparts. This Agreement may be executed in multiple counterparts, each of which is an original. All signatures taken together will be considered as one and the same agreement. 10.4 Force Majeure. Upon written notice by a Party, the respective duties and obligations of the Parties will be suspended for the time period that performance by the Party is prevented or substantially impeded by workforce strikes; riots; fire; flood; federal, state or county regulatory action; pandemics, war; or terrorism. 10.5 Dispute Resolution. If a dispute arises between the Parties in connection with this Agreement, the Parties shall engage in a mediation before a third -party neutral. 10.6 Successors and Assigns. All of the terms, conditions and provisions of this Agreement inure to the benefit of and will be binding upon OCWD, the Producer, and their respective successors and assigns. 10.7 No Implied Waivers. If any term, condition or provision of this Agreement is breached by either Party and thereafter waived by the other Party, that waiver will be limited to the specific breach so waived, and will not be deemed either to be a continual waiver or to waive any other breach under this Agreement. 10.8 No Obligation to Third Parties. The approval, execution and performance of this Agreement does not confer any rights upon any person or entity other than OCWD and the Producers. There are no third -party beneficiaries to this Agreement. Each Producer's obligations 7629/022499-0087 14979764.1 a VIW20 -16- City Council 22 — 19 9/19/2023 under this Agreement are to OCWD only, unless otherwise specifically stated herein (e.g., requirement to release or provide notice to other Producers). 10.9 Nature of Relationship. This Agreement does not create, and will not be construed or deemed to create, any agency, partnership, joint venture, landlord -tenant or other relationship between OCWD and any Producer except as specified in this Agreement. 10.10 Integration, Construction and Amendment. This Agreement represents the entire understanding of OCWD and each Producer as to the design and construction of PFAS treatment facilities for the Impacted Wells. No prior oral or written understanding will be of any force or effect with respect to those matters covered by this Agreement. This Agreement will be construed as if drafted by both OCWD and each Producer. 10.11 Modification, Variance and Most Favored Nation Provisions. Unless specifically authorized herein, this Agreement may not be modified, altered or amended unless in writing signed by authorized representatives of both OCWD and all Producers, except that OCWD and any individual Producer may enter into a Producer -specific "Variance" that will be applicable only with respect to OCWD and that specific Producer. Except for where site -specific circumstances require unique considerations, OCWD shall interpret and administer this Agreement in a similar manner with each Producer. At least 30 days prior to approving any proposed Variance, OCWD will provide written notice of the proposed Variance to the other Producers and provide each with an opportunity to opt in to the same terms of that Variance. Upon approval of any Variance, OCWD shall provide a fully -executed version of the Variance to each Producer that has opted in under the Variance. 10.12 Severability. Each provision of this Agreement is severable from the whole. If any provision of this Agreement is found contrary to law, the remainder of this Agreement will continue in full force. 10.13 Authority. A. Producer hereby agrees that funding provided by OCWD per this Agreement is in furtherance of OCWD's purpose of treating/purifying water in the Basin to facilitate beneficial use of locally produced groundwater water in order to increase production of groundwater containing PFAS from the Basin —to levels typical prior to setting of RLs for PFAS, and that Producer's production of water from the Basin is in lieu of Producer taking water from an alternative non -tributary source, thereby furthering OCWD's efforts to remove or eliminate PFAS contaminants from the Basin. B. By entering into this Agreement, each Party represents that it, and to the best of its understanding the other Parties to this Agreement, have proper legal authority to enter into this Agreement and to fund the work described herein. Each person executing this Agreement on behalf of a Party warrants that they are: (1) duly authorized to execute and deliver this Agreement on behalf of that Party, (2) by executing this Agreement, that Party is formally bound to the provisions of this Agreement, and (3) entering into this Agreement does not violate any provision of any other Agreement to which that Party is bound. No individual signing this Agreement shall have individual liability under this Agreement. As a condition of entering this 2629/022499-0087 1 7^ 14979764.1 aWL7120 City Council 22 — 20 9/19/2023 Agreement, all Parties expressly waive any future challenge to the legal authority of the other Parties to enter into this Agreement, or to the authority of any other Party to fund the programs described in this Agreement. 10.14 Construction and Amendment. The terms of this Agreement will be construed in accordance with the plain meaning of the language used and will not be construed for or against any Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The headings of sections and paragraphs of this Agreement are for convenience or reference only and will not be construed to limit or extend the meaning of the terms, covenants and conditions of this Agreement. This Agreement may only be amended by the mutual consent of the Parties by an instrument in writing. 10.15 No Admissions. Nothing in this Agreement may be deemed an admission. Moreover, no language that may have previously been circulated in prior drafts of this Agreement, but subsequently removed at the request of a Producer, shall be used by either Party as evidence, or in any other manner, in litigation currently pending in Los Angeles Superior Court between OCWD and the City of Anaheim, Yorba Linda Water District, Golden State Water Company, Mesa Water District, and East Orange County Water District on the one hand, and Irvine Ranch Water District (IRWD) on the other, Case No. BS 168278 [Lead Case] Case No. BS 175192 [Consolidated Case] (the "Litigation"), as such Litigation may be amended from time to time. 10.16 Additional Parties. Notwithstanding any other provision of this Agreement, OCWD is authorized to allow other groundwater pumpers in the Basin adversely impacted by PFAS, but not named in this Agreement, to become Parties to and execute this Agreement without obtaining the concurrence of the other Parties to this Agreement or otherwise modifying this Agreement (except to add an additional signature block). 10.17 _Effective Date and Binding Effect. The date OCWD executes this Agreement shall be the Effective Date of this Agreement. Each Party executing the Agreement thereafter shall be bound by, and benefit from, the terms of this Agreement on the date that Party executes the Agreement, notwithstanding that other Parties have not yet executed the Agreement. No Party shall be bound by this Agreement until such Party has executed this Agreement, nor shall any Party that has executed this Agreement owe any contractual duty to any Party that has not yet executed this Agreement until such other Party executes this Agreement. The timelines referenced in Sections 6.1(C) and 6.2 (G) of this Agreement shall begin to run on the date a Producer executes this Agreement if such date is after the Effective Date. 10.18 Electronic Signatures. Any Party may execute this Agreement using an "electronic signature," as that term is defined in California Civil Code Section 1633.2, or a "digital signature," as defined by California Government Code Section 16.5. An electronic or digital signature will have full legal effect and enforceability. Nothing in this Agreement requires any Party to use or accept the submission of any subsequent or related document containing an electronic or digital signature where written notice is otherwise required by this Agreement. [SIGNATURES FOLLOW] 1-6211""' 49-oos� -18- 149 I 624 1 ,04d l7,16 City Council 22 — 21 9/19/2023 APPROVED AS TO FORM: RUTAN & TUCKER, LLP BY: Jeremy N. Jungreis General Counsel, OCWD APPROVED AS TO FORM: By: City Attorney APPROVED AS TO FORM: By: City Attorney APPROVED AS TO FORM: By: City Attorney APPROVED AS TO FORM: By: City Attorney [SIGNATURES CONTINUED] ORANGE COUNTY WATER DISTRICT By: Vicente Sarmiento, President By: Michael R. Markus, General Manager CITY OF ANAHEIM By: CITY OF FULLERTON I0 CITY OF GARDEN GROVE By: CITY OF ORANGE UA -19- City Council 22 — 22 9/19/2023 APPROVED AS TO FORM: WOODRUFF, SPRADLIN & SMART, APC M. David E. Kendig City Attorney, City of Tustin ATTEST: Daisy Gomez f Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO, City Attorney By: try• -T—L JA6 M. Funk Assistant City Attorney APPROVED AS TO FORM: ATKINSON, ANDELSON, LOYA, RUUD & ROMO Jeffrey A. Hoskinson [SIGNATURES CONTINUED] 2629/022499-0087 14979764.1 04117120 CITY OF TUSTIN Dr. Allan Bernstein, Mayor CITY OF SANTA ANA By: Kristine Ri gge City Manager RECOMMENDED FOR APPROVAL �6 k1mill- Nabil Saba Executive Director Public Works Agency EAST ORANGE COUNTY WATER DISTRICT Lisa Ohlund, General Manager City Council 22 — 23 9/19/2023 APPROVED AS TO FORM: HANSON BRIDGETT, LLP Bv: Claire H. Collins APPROVED AS TO FORM: By: S. Wayne Rosenbaum APPROVED AS TO FORM: By: Andrew B. Gagen APPROVED AS TO FORM: In 2629/022499-0087 iAn�a�re i ..nnn inn IRVINE RANCH WATER DISTRICT M. Paul A. Cook, General Manager SERRANO WATER DISTRICT Jerry A. Vilander YORBA LINDA WATER DISTRICT GOLDEN STATE WATER COMPANY -21- City Council 22 — 24 9/19/2023 Exhibit A Allocation of Recover Example of proportionally dividing damages assuming litigation, after paying Shared Litigation Counsel, results in a total damage pool of 75% of all damages ($630M) claimed by all Participating Producers (total claims of $839M). The column to the far right reflects each co -plaintiff's hypothetical recovery. (Total Amount Claimed in Litigation by each co -plaintiff x .75) Agency PFAS Cost Incurred Percent of Amo OCWD $443 53% $332 ' • • Anaheim $78 9% $58 EOCWD $12 1% $9 Fullerton $54 6% $40 Garden Grove $42 5% $31 IRWD $6 1% $5 Orange $48 6% $36 Santa Ana $54 6% S40 Serrano $18 2% $14 Tustin $18 2% $14 YFWD 66 8% 50 Total $839 ,mB 100% $630 M (Dollar amounts shown are for illustrative purposes only and are not related to actual PFAS cost that may be incurred or damages recovered. The numbers used herein are strictly hypothetical) 2629/022499-0087 14979764.1 441IT20 City Council 22 — 25 9/19/2023 Exhibit B Notice Addresses Orange County Water District P.O. Box 8300 18700 Ward Street Fountain Valley, CA 92708 Attn: General Manager Mike Markus City of Anaheim 201 S. Anaheim Blvd., Suite 1101 Anaheim, CA 92805 Attn: Assistant General Manager of Water Services Michael Moore City of Fullerton 303 W. Commonwealth Ave. Fullerton, CA 92843 Attn: Public Works Director Meg McWade City of Garden. Grove 13802 Newhope Street Garden Grove CA, 92843 Attn: Public Works Director Bill Murray City of Orange P.O. Box 449 Orange, CA 92856 Attn: Public Works Director Joe DeFrancesco City of Tustin P.O. Box 466 Tustin, CA 92781 Attn: Water Resources Manager Mike Grisso ?6?91022499-0087 149797K 1 44/ 171N City Council 22 — 26 9/19/2023 City of Santa Ana 220 S. Daisy, Bldg. A Santa Ana, CA 92703 Attn: Water Resources Manager Nabil Saba East Orange County Water District 185 N. McPherson Road Orange, CA 92869-3720 Attn: General Manager Lisa Ohlund Irvine Ranch Water District 15600 Sand Canyon Avenue Irvine, CA 92618 Attn: General Manager Paul Cook Serrano Water District 18021 Lincoln Street Villa Park, CA 92861-6446 Attn: General Manager Jerry Vilander Yorba Linda Water District P.O. Box 309 Yorba Linda, CA 92885-0309 Attn: General Manager Brett Barbre Golden State Water Company 1920 W. Corporate Way Anaheim CA 92801 Attn: District Manager Ken Vecchiarelli 2629/072499-0087 14979764.1 04M/24 City Council 22 — 27 9/19/2023 RESOLUTION NO. 2023-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING AN APPLICATION TO THE STATE WATER RESOURCES CONTROL BOARD FOR FINANCIAL ASSISTANCE FOR THE WELLS 27 AND 28 PFAS TREATMENT SYSTEM PROJECT WHEREAS, the California State Water Research Control Board Drinking Water State Revolving Fund provides financial assistance to reduce people's exposure to per - and polyfluoroalkyl substances ("PFAS") and other emerging contaminants through their drinking water; and WHEREAS, due to the presence of PFAS found in routine well monitoring, several wells in the Orange County Water Basin have been taken offline, including the City's Well 27 and Well 28; and WHEREAS, on May 19, 2020, City Council approved the PFAS Treatment Facilities and Program Agreement ("PFAS Agreement") with the Orange County Water District ("OCWD") to provide the funding, design, construction, and operation assistance for PFAS treatment facilities for qualifying City of Santa Ana groundwater wells; and WHEREAS, per the terms of the PFAS Agreement, the City shall support and assist OCWD to obtain any grants that may be used by OCWD to fund construction and/or future operations and maintenance costs of PFAS treatment systems. 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 (the "Authorized Representative") or designee is hereby authorized and directed to sign and file, for and on behalf of the City, a Financial Assistance Application for a financing agreement from the State Water Resources Control Board for the planning, design, and construction of the City of Santa Ana Wells 27 and 28 PFAS Treatment System Project. Section 2. The Authorized Representative, or his/her designee, is designated to provide the assurances, certifications, and commitments required for the financial assistance application, including executing a financial assistance agreement from the State Water Resources Control Board and any amendments or changes thereto. Section 3. The Authorized Representative, or his/her designee, is designated to represent the City in carrying out the City's responsibilities under the financing agreement, including certifying disbursement requests on behalf of the City and compliance with applicable state and federal laws. Resolution No. 2023-XXX Page 1 of 3 City Council 22 — 28 9/19/2023 Section 4. This Resolution shall take effect immediately upon its adoption by the Coty Council, and the Clerk of the Council shall attest to and certify the cote adopting this Resolution. ADOPTED this 19t" day of September, 2023. Valerie Amezcua Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Jose Montoya Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Resolution No. 2023-XXX Page 2 of 3 City Council 22 — 29 9/19/2023 CERTIFICATION OF ATTESTATION AND ORIGINALITY I, Jennifer L. Hall, City Clerk, do hereby attest to and certify the attached Resolution No. 2023-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on September 19, 2023. Date: City Clerk City of Santa Ana Resolution No. 2023-XXX Page 3 of 3 City Council 22 — 30 9/19/2023 RESOLUTION NO. 2023-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CONSIDERING CITY OF SANTA ANA WELLS 27 AND 28 PFAS TREATMENT SYSTEM PROJECT EXEMPT WHEREAS, the City of Santa Ana staff determined that a treatment plant for per - and polyfluoroalkyl substances ("PFAS") is required to reduce concentrations in drinking water extracted from the groundwater basin at existing and future well connections; and WHEREAS, the City of Santa Ana, in its capacity under the California Environmental Quality Act ("CEQA"), has conducted an evaluation of the potential for environmental impacts associated with the City of Santa Ana Wells 27 and 28 PFAS Treatment System Project; and WHEREAS, such evaluation determined that the City of Santa Ana Wells 27 and 28 PFAS Treatment System Project is consistent with the applicable Categorical Exemption (Class 3, Section 15303) under CEQA as it consists of the installation of a small treatment plant at an existing groundwater production well site for the treatment of PFAS contaminants. The treatment plant will use an ion exchange (IX) treatment protocol through the use of IX vessels along with associated conveyance facilities. The site has been disturbed by the development of the existing groundwater production wells, and the Project would not require any new ground disturbances. The facility would treat water pumped from the production wells and convey it to existing water distribution pipelines for potable water consumption. The Project would not require any vegetation removal and occurs within an area that is highly urbanized. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. Adopts the finding that the City of Santa Ana Wells 27 and 28 PFAS Treatment System Project is exempt from CEQA pursuant to Section 15303 of the CEQA Guidelines because it consists of the construction and operation of small treatment plants and associated connection facilities at previously disturbed sites representing the development of limited numbers of new, small facilities or structures and it would not result in any significant impacts to the environment. [Signatures on the following page] Resolution No. 2023-XXX Page 1 of 3 City Council 22 — 31 9/19/2023 ADOPTED this 19t" day of September, 2023. Valerie Amezcua Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Jose Montoya Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Resolution No. 2023-XXX Page 2 of 3 City Council 22 — 32 9/19/2023 CERTIFICATION OF ATTESTATION AND ORIGINALITY I, Jennifer L. Hall, City Clerk, do hereby attest to and certify the attached Resolution No. 2023-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on September 19, 2023. Date: City Clerk City of Santa Ana Resolution No. 2023-XXX Page 3 of 3 City Council 22 — 33 9/19/2023 City Manager Office www.santa-ana.org/city-managers-office Item # 23 or City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report September 19, 2023 TOPIC: Councilmember-Requested Item Policy AGENDA TITLE Councilmember-Requested Item Policy RECOMMENDED ACTION Adopt a resolution approving the City Council Policy Regarding Councilmember- Requested Items. DISCUSSION Background At the August 16, 2022 meeting, Councilmember Phan added the following councilmember requested item: Discuss and Consider Directing Staff to Implement a Process that Will Allow the City Council to More Efficiently and Effectively Present Councilmember Requested Items on the Agenda. There was consensus among the City Council to proceed with this item. At the March 21, 2023 meeting, staff presented an informational report to the City Council with a draft City Council Policy Regarding Councilmember-Requested Items. Members of the City Council discussed making minor changes to the draft policy, all of which have been incorporated to the final policy (Exhibit 2). City Council Legislative Authority and City Council Meeting Agendas As the legislative body of the City of Santa Ana, the City Council's role is to legislate —or to set policy. The City Council is empowered to enact local laws, approve programs, appropriate funds, establish local taxes, and approve other local government actions through its legislative authority. This function is primarily carried out through City Council action at regularly scheduled City Council meetings. City Council meetings are guided by an agenda, which consists of items relating to the City of Santa Ana local government. Matters of policy are ordinarily determined by a majority vote of the City Council on each agenda item. In some cases, a two-thirds vote of the City Council is required (e.g. for appropriation adjustments). Under the Council -Manager form of government, under the leadership of the City Council, the City Manager sets the agenda and the City Clerk prepares the agenda. City Council 23 — 1 9/19/2023 Council member -Requested Item Policy September 19, 2023 Page 2 Council member -Requested Items Section 411 of the Santa Ana City Charter states, in part, that "any member of the City Council may place items on the City Council agenda to be considered by the City Council." Councilmember-requested items are discussion items only; the City Council does not take any action. Councilmember-requested items may include any issue within the City Council's jurisdiction, such as requests for policy research, drafting resolutions and ordinances, and providing direction to City staff relating to the implementation and/or evaluation of a policy. The City Council Handbook, which is prepared annually by the City Manager's Office and City Clerk's Office, provides administrative guidance on certain procedures relating to the City Council, including councilmember-requested items. Regarding councilmember-requested items, the current edition of the City Council Handbook states the following: COUNCIL AGENDA ITEM Any member of the City Council may place items on the agenda that are staff directives or policy changes. They are listed on the agenda pursuant to Charter § 411. Items may be added by emailing the Clerk of the Council and City Manager. The "Council Agenda Item" provision of the City Council Handbook is the only written guidance that exists relating to councilmember-requested items. At the August 16, 2022 meeting, members of the City Council discussed the creation of a policy to provide guidance to the City Council, with the goal of presenting councilmember-requested items to facilitate efficient and effective discussion among the members of the City Council. Specifically, the City Council discussed the creation of a policy that might include the following elements: • Each councilmember-requested item is accompanied by a written report that outlines the following: o Topic: Use plain language to describe the topic of the report. o Subject: Describe the action and subject of the report. o Council member -Requested Item Title: Describe the action you are requesting, which relates to the topic of the report. o Discussion: Provide a brief chronology of the item. Identify issues. If there is a provision of law, rule, policy, and/or previous City Council action related to this item, note it in this section. Provide a brief explanation of the item, focusing on data collection, analysis, and evaluation. • Prior to the report being published as part of the City Council meeting agenda, the councilmember informs the City Manager, City Clerk, and City Attorney of the councilmember-requested item. • Once the report is written and after the councilmember informed the City Manager, City Clerk, and City Attorney, the councilmember submits the report to the City Manager's Office and City Clerk's Office to be added to an upcoming City Council 23 — 2 9/19/2023 Councilmember-Requested Item Policy September 19, 2023 Page 3 City Council meeting agenda. The report must be submitted by the established due dates to ensure compliance with the City's Sunshine Ordinance (see Sec. 2- 150 of the Santa Ana Municipal Code). Currently, there is no policy approved by the City Council relating to placing councilmember-requested items on the agenda. Proposed City Council Policy Regarding Councilmember-Requested Items Based off input provided by members of the City Council at their meetings on August 16, 2022 and March 21, 2023, staff has prepared the attached City Council Policy Regarding Councilmember-Requested Items (Exhibit 2). Staff recommends that the City Council adopt a resolution (Exhibit 1) approving the City Council Policy Regarding Councilmember-Requested Items as presented. EXHIBIT(S) 1. Resolution 2. City Council Policy Regarding Councilmember-Requested Items Submitted By: Kristine Ridge, City Manager Approved By: Kristine Ridge, City Manager City Council 23 — 3 9/19/2023 RESOLUTION NO. 2023-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE CITY COUNCIL POLICY REGARDING COUNCILMEMBER-REQUESTED ITEMS WHEREAS, at the August 16, 2022 meeting, Councilmember Phan added the following councilmember-requested item: Discuss and Consider Directing Staff to Implement a Process that Will Allow the City Council to More Efficiently and Effectively Present Councilmember Requested Items on the Agenda. There was consensus among the City Council to proceed with this agenda item; and WHEREAS, at the March 21, 2023 meeting, staff presented an informational report to the City Council with a draft Councilmember-Requested Item Policy. The policy provided that councilmembers prepare a written report for each councilmember-requested item template, inform the City Manager, City Clerk, and City Attorney, and submit the written report to coincide with deadlines for publishing City Council meeting agendas; and WHEREAS, members of the City Council discussed revising the draft Councilmember- Requested Item Policy as discussed at the March 21, 2023 meeting; and WHEREAS, to provide step-by-step guidance to members of the City Council regarding submitting councilmember-requested items for discussion at City Council meetings, staff has prepared a final Councilmember-Requested Item Policy. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS 70711101►WW" I Section 1. The City Council approves the City Council Policy Regarding Councilmember-Requested Items, attached hereto as Exhibit 1 and incorporated herein. Section 2. This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall attest to and certify the vote adopting this Resolution. ADOPTED this day of September, 2023. Valerie Amezcua Mayor Resolution No. 2023-XXX Page 1 of 2 City Council 23 — 4 9/19/2023 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney AYES NOES: ABSTAIN: NOT PRESENT Councilmembers Councilmembers Councilmembers Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Jennifer L. Hall, City Clerk, do hereby attest to and certify the attached Resolution No 2023-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on 2023. Date City Clerk City of Santa Ana Resolution No. 2023-XXX Page 2 of 2 City Council 23 — 5 9/19/2023 City of Santa Ana City Council Adoption Date: Administrative Policies and Procedures September 19, 2023 City Council Policy Regarding Councilmember-Requested Items PURPOSE Provide guidance to the members of the City Council ("councilmembers") for presenting councilmember-requested items for discussion at City Council meetings to facilitate efficient and effective policy discussion. POLICY The City Manager and City Clerk shall publish a councilmember-requested item in accordance with the City of Santa Ana's Sunshine Ordinance (Santa Ana Municipal Code Section 2-150) and in accordance with the procedures below. The councilmember-requested item shall include a written description that is sufficient to apprise interested persons of the subject matter of the discussion to be conducted. PROCEDURES In accordance with Chapter 9, Part 1 of Division 2 of Title 5 of the California Government Code beginning with Section 54950 (the Ralph M. "Brown Act"), Santa Ana City Charter Section 411 ("Rules and Procedures"), City Council Resolution 2023-047 ("A Resolution of the City Council of the City of Santa Ana Amending the City Council Rules and Procedures to Change the Time of Regular Meetings, Update the Rules of Procedure, Clarify Decorum Regulations, and Repealing Resolution No. 2013-019"), and all other applicable laws and regulations, councilmembers may add a councilmember-requested item to a City Council meeting agenda by completing the following procedures: 1. The councilmember prepares a written report that outlines the following: A. Date: Specify the City Council meeting date in which you would like to discuss the report. B. Topic: Use plain language to describe the topic of the report. C. Councilmember-Requested Item Title: Describe the action you are requesting, which relates to the topic of the report. D. Discussion: Provide a brief chronology of the item. Identify issues. If there is a provision of law, rule, policy, and/or previous City Council action related to this item, note it in this section. Provide a brief explanation of the item, focusing on data collection, analysis, and evaluation. E. Submitted By: Add your name to your report. City Council 23 — 6 9/19/2023 City Council Policy Regarding Councilmember-Requested Items Page 2 F. Exhibit(s): If you are including supplemental documents to your report, list them here. 2. The councilmember informs the City Manager, City Clerk, and City Attorney in writing to notify them of the councilmember-requested item. A. The written communication from the councilmember to the City Manager, City Clerk, and City Attorney shall include the report as described in Section 1 of this section. B. The councilmember shall inform the City Manager, City Clerk, and City Attorney by no later than five hours prior to the time of publishing of the City Council meeting agenda for the City Council meeting in which the councilmember-requested item is to be discussed. 3. Once the report is written and after the councilmember has informed the City Manager, City Clerk, and City Attorney in writing, the councilmember submits the final version of their report to the City Manager's Office and City Clerk's Office to be added to an upcoming City Council meeting agenda. A. The Councilmember shall use the Councilmember-Requested Item Policy template, attached to this policy as Attachment 1. B. The report shall be submitted for publishing by no later than five hours prior to the time of publishing of the City Council meeting agenda for the City Council meeting in which the councilmember-requested item is to be discussed. C. The report shall be published in accordance with the established due dates to ensure compliance with the City's Sunshine Ordinance (see Sec. 2-150 of the Santa Ana Municipal Code). City Council 23 — 7 9/19/2023 City Council Policy Regarding Councilmember-Requested Items Attachment A Councilmember-Requested Item Report DATE [month], [day], [year] TOPIC [Use plain language to describe the topic of the report.] COUNCILMEMBER-REQUESTED ITEM TITLE [Describe the action you are requesting, which relates to the topic of the report.] DISCUSSION [Provide a brief chronology of the item. Identify issues. If there is a provision of law, rule, policy, and/or previous City Council action related to this item, note it in this section.] [Provide a brief explanation of the item, focusing on data collection, analysis, and evaluation.] SUBMITTED BY [councilmember name] EXHIBIT(S) [If you are including supplemental documents to your report, list them here.] CITY ATTORNEY CITY MANAGER CLERK OF THE COUNCIL Snnia R r'.—nlhn Krietina Rirlg2a $ _lannifar I Hall City Council CIVIC CENTER PLAZA - P.O. BOX 1988, M 23 SA NTA ANA, CALIFORNIA 92702 9/19/2023 TELEPHONE (714) 647-6900 - FAX (714) 647-6954 - www.santa-ana.org Public Works Agency www.santa-ana.org/public-works Item # 24 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report September 19, 2023 TOPIC: Ordinance Amending Chapter 36 of the Santa Ana Municipal Code Establishing Speed Limits: 2nd Reading AGENDA TITLE Second Reading of Ordinance Amending Article VII, Prima Facie Speed Limits, of Chapter 36 of the Santa Ana Municipal Code Establishing Speed Limits on Certain Streets and Portions of Streets in the City (Project No. 22-2992) (Non -General Fund) RECOMMENDED ACTION Conduct a second reading and adopt ordinance amending Article VII, Prima Facie Speed Limits, of Chapter 36 of the Santa Ana Municipal Code establishing speed limits on certain streets and portions of streets in the City. DISCUSSION At its August 29, 2023 regular meeting, the City Council approved the first reading of an ordinance amending Article VII, Prima Facie Speed Limits, of Chapter 36 of the Santa Ana Municipal Code establishing speed limits on certain streets and portions of streets in the City by a vote of 5-1. If adopted by the City Council on September 19, the ordinance will go into effect 30 days thereafter. FISCAL IMPACT Funds for the installation of speed limit signs estimated at $5,000 is available in the FY 2023-24 budget (Accounting Unit No. 03217662-66220, Project 22-6992). EXHIBIT(S) 1. Ordinance Amending Article VII, Prima Facie Speed Limits Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager City Council 24 — 1 9/19/2023 EXHIBIT 1 ORDINANCE NO. NS-XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REPEALING AND REENACTING IN ITS ENTIRETY ARTICLE VII OF CHAPTER 36 OF THE SANTA ANA MUNICIPAL CODE ESTABLISHING PRIMA FACIE SPEED LIMITS THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: SECTION 1. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows. A. Sections 22357 and 22358 of the California Vehicle Code authorize local authorities to declare prima facie speed limits at the rate found reasonable, safe, and most appropriate to facilitate the orderly movement of traffic based on engineering and traffic surveys. B. Sections 40801 and 40802 of the California Vehicle Code require that engineering and traffic surveys be conducted within five years prior to the date of an alleged violation of such speed limits if enforcement of the speed limits involves the use of radar or any other electronic device that measures the speed of moving objects. C. The City of Santa Ana last completed an engineering and traffic survey in 2016 and completed a new study in 2023 in accordance with the above law. D. Based on the 2023 study, the prima facie speed limits set forth in Article VII of Chapter 36 of the Santa Ana Municipal Code shall be updated by repealing and reenacting in its entirety Article VII of Chapter 36 of the Santa Ana Municipal Code, consisting of Sections 36-227 through 36-397. SECTION 2. Article VII of Chapter 36 of the Santa Ana Municipal Code is hereby repealed in its entirety and reenacted in its entirety as follows: ARTICLE VII. PRIMA FACIE SPEED LIMITS Sec. 36-227. Prima facie speed limits in general. The City Council of the City of Santa Ana determines and declares, upon the basis of engineering and traffic surveys made on or after August 29, 2023, which surveys are public records on file in the offices of the Public Works Agency of the City, that the prima facie speed limits specified in those sections are reasonable, safe and most appropriate to facilitate the orderly movement of traffic upon the streets and portions of streets specified in those sections, which streets and portions of streets Ordinance No. NS-XXX Page 1 of 13 City Council 24 — 2 9/19/2023 would otherwise be subject to the prima facie speed limits established in the California Vehicle Code. These prima facie speed limits shall be effective when appropriate signs giving notice thereof are erected upon the streets and portions of streets to which they pertain. The provisions of this article shall not apply to any twenty-five (25) mile per hour prima facie speed limit which is applicable when passing a school or the grounds thereof. Sec. 36-228. Alton Avenue. The speed limits (in miles per hour) for the following portions of Alton Avenue are as follows: Between Susan Street and Greenville Street 45 Between Greenville Street and Bristol Street 45 Between Main Street and Standard Avenue 40 Sec. 36-229. Bear Street. The speed limits (in miles per hour) for the following portions of Bear Street are as follows: Between Sunflower Avenue and MacArthur Boulevard 40 Between MacArthur Boulevard and Alton Avenue 40 Between Alton Avenue and Segerstrom Avenue 40 Sec. 36-230. Bristol Street. The speed limits (in miles per hour) for the following portions of Bristol Street are as follows: Between Hesperian St/SR 22 EB On -Ramp & Santa Clara Ave. 40 Between Santa Clara Avenue and Seventeenth Street 40 Between Seventeenth Street and Civic Center Drive 40 Between Civic Center Drive and First Street 40 Between First Street and McFadden Avenue 40 Between McFadden Avenue and Edinger Avenue 40 Between Edinger Avenue and Warner Avenue 40 Between Warner Avenue and Segerstrom Avenue 40 Between Segerstrom Avenue and MacArthur Boulevard 40 Between MacArthur Boulevard and Sunflower Avenue 40 Ordinance No. NS-XXX Page 2 of 13 City Council 24 — 3 9/19/2023 Sec. 36-231. Broadway and Broadway Place. The speed limits (in miles per hour) for the following portions of Broadway and Broadway Place are as follows: Between MainPlace Drive and Seventeenth Street 40 Between Seventeenth Street and Washington Avenue 35 Between Washington Avenue and Civic Center Drive 30 Between Civic Center Drive and First Street 25 Sec. 36-232. Cabrillo Park Drive. The speed limit (in miles per hour) for the following portion of Cabrillo Park Drive is as follows: Between Seventeenth Street and Fourth Street 35 Sec. 36-233. Cambridge Street. The speed limit (in miles per hour) for the following portions of Cambridge Street is as follows: Between the North City Limit (NCL)/Route 22 and Fairhaven Avenue 40 Sec. 36-234. Chestnut Avenue. The speed limits (in miles per hour) for the following portions of Chestnut Avenue are as follows: Between Main Street and Standard Avenue 30 Between Standard Avenue and Grand Avenue 35 Between Grand Avenue and the East City Limit (ECL)/Elk Lane/Main Street 35 Sec. 36-235. Civic Center Drive. The speed limits (in miles per hour) for the following portions of Civic Center Drive are as follows: Between Fairview Street and Bristol Street 35 Between Bristol Street and Flower Street 35 Between Flower Street and Broadway 25 Between Broadway and French Street 25 Ordinance No. NS-XXX Page 3 of 13 City Council 24 — 4 9/19/2023 Sec. 36-236. Dyer Road. The speed limits (in miles per hour) for the following portions of Dyer Road are as follows: Between Flower Street and Main Street 40 Between Main Street and Halladay Street 40 Between Halladay Street and Route 55 Freeway Off -Ramp 40 Between Route 55 Freeway Off -Ramp and Barranca Parkway/Red Hill Avenue 45 Sec. 36-237. Edinger Avenue. The speed limits (in miles per hour) for the following portions of Edinger Avenue are as follows: Between the West City Limit (WCL) east of Euclid Street and Richardson Street 40 Between Santa Ana River (WCL) and Fairview Street 40 Between Fairview Street and Raitt Street 35 Between Raitt Street and Bristol Street 35 Between Bristol Street and Flower Street 40 Between Flower Street and Main Street 40 Between Main Street and Standard Avenue 40 Between Standard Avenue and Ritchey Street 45 Between Ritchey Street and the East City Limit (ECL) 45 Sec. 36-238. Euclid Street. The speed limits (in miles per hour) for the following portions of Euclid Street are as follows: Between Westminster Avenue and First Street 40 Between First Street and the South City Limit (SCL)/Lenhardt Avenue 45 Sec. 36-239. Fairhaven Avenue. The speed limits (in miles per hour) for the following portions of Fairhaven Avenue are as follows: Between Grand Avenue and Linwood Avenue 40 Between Linwood Avenue and Greengrove Street East City Limit (ECL) 40 Ordinance No. NS-XXX Page 4 of 13 City Council 24 — 5 9/19/2023 Sec. 36-240. Fairview Street. The speed limits (in miles per hour) for the following portions of Fairview Street are as follows: Between Route 22 EB Off -Ramp and Fifth Street 45 Between Fifth Street and Edinger Avenue 45 Between Edinger Avenue and Warner Avenue 45 Between Warner Avenue and Alton Avenue 45 Between Alton Avenue and Sunflower Avenue 45 Sec. 36-241. Fifth Street. The speed limits (in miles per hour) for the following portions of Fifth Street are as follows: Between Euclid Street and Harbor Boulevard 30 Between Harbor Boulevard and Fairview Street 35 Between Fairview Street and Hawley Street 35 Sec. 36-242. First Street. The speed limits (in miles per hour) for the following portions of First Street are as follows: Between the West City Limit (WCL) west of Euclid and Newhope Street Between Newhope Street and Harbor Boulevard Between Harbor Boulevard and Raitt Street Between Raitt Street and Flower Street Between Flower Street and Main Street Between Main Street and Standard Avenue Between Standard Avenue and Tustin Avenue/the East City Limit (ECL) Sec. 36-243. Flower Street. 40 40 40 40 40 40 e The speed limits (in miles per hour) for the following portions of Flower Street are as follows: Between Seventeenth Street and Santa Ana Boulevard 35 Between Santa Ana Boulevard and Bishop Street 35 Between Bishop Street and Warner Avenue 30 Between Warner Avenue and Sakioka Drive/Sunflower Avenue 40 Ordinance No. NS-XXX Page 5 of 13 City Council 24 — 6 9/19/2023 Sec. 36-244. Fourth Street. The speed limits (in miles per hour) for the following portions of Fourth Street are as follows: Between Mortimer Street and McClay Street 35 Between McClay Street & Interstate 5 Freeway SB Off -Ramp 35 Between Interstate 5 Freeway SB Off -Ramp & Route 55 Freeway 35 Sec. 36-245. Grand Avenue. The speed limits (in miles per hour) for the following portions of Grand Avenue are as follows: Between the North City Limit (NCL)/ SR 22 Ramps and Fairhaven Avenue 35 Between Fairhaven Avenue and Santa Clara Avenue 40 Between Santa Clara Avenue and Seventeenth Street 40 Between Seventeenth Street and First Street 40 Between First Street and McFadden Avenue 45 Between McFadden Avenue and Edinger Avenue 45 Between Edinger Avenue and Warner Avenue 45 Between Warner Avenue and Dyer Road 45 Sec. 36-246. Greenville Street. The speed limits (in miles per hour) for the following portions of Greenville Street are as follows: Between Edinger Avenue and Warner Avenue 30 Between Warner Avenue & Sunflower Avenue / Wimbledon Way 35 Sec. 36-247. Halladay Street. The speed limits (in miles per hour) for the following portions of Halladay Street are as follows: Between Warner Avenue and Dyer Road Between Dyer Road and Alton Avenue 30 30 Ordinance No. NS-XXX Page 6 of 13 City Council 24 — 7 9/19/2023 Sec. 36-248. Harbor Boulevard. The speed limits (in miles per hour) for the following portions of Harbor Boulevard are as follows: Between Westminster Avenue and Fifth Street 40 Between Fifth Street and First Street 40 Between First Street and a point six hundred (600) feet south of Kent Avenue 40 Between the City Limits (N/O Warner) and Segerstrom Avenue 40 Between Segerstrom Avenue and MacArthur Boulevard 40 Sec. 36-249. Hazard Avenue. The speed limit (in miles per hour) for the following portion of Hazard Avenue is as follows: Between Euclid Street and Harbor Boulevard Sec. 36-250. Lake Center Drive. 30 The speed limit (in miles per hour) for the following portion of Lake Center Drive is as follows: Between Harbor Boulevard and Susan Street Sec. 36-251. Lincoln Avenue. 35 The speed limits (in miles per hour) for the following portion of Lincoln Avenue are as follows: Between Fairhaven Avenue and Santa Clara Avenue 35 Between Santa Clara Avenue and Seventeenth Street 35 Between Seventeenth Street and Washington Avenue 35 Sec. 36-252. Lyon Street. The speed limits (in miles per hour) for the following portion of Lyon Street are as follows: Between First Street and McFadden Avenue 35 Between McFadden Avenue and Edinger Avenue 35 Between Edinger Avenue and Saint Andrew Place 35 Ordinance No. NS-XXX Page 7 of 13 City Council 24 — 8 9/19/2023 Sec. 36-253. MacArthur Boulevard. The speed limits (in miles per hour) for the following portion of MacArthur Boulevard are as follows: Between the West City Limit (WCL) at Harbor Boulevard and Fairview Street 40 Between Fairview Street and Main Street 40 Between Main Street and the East City Limit (ECL) at SR 55 40 Sec. 36-254. Main Place Drive. The speed limit (in miles per hour) for the following portions of Main Place Drive is as follows: Between Main Street/ North Memory Lane and Broadway 35 Between Broadway and Main Street/S Town & Country Road 35 Sec. 36-255. Main Street. The speed limits (in miles per hour) for the following portions of Main Street are as follows: Between the North City Limit (NCL) at SR 22 and Seventeenth Street 35 Between Seventeenth Street and Washington Avenue 35 Between Washington Avenue and First Street 30 Between First Street and Chestnut Avenue 35 Between Chestnut Avenue and Edinger Avenue 35 Between Edinger Avenue and Warner Avenue 35 Between Warner Avenue and Goetz Avenue 40 Between Goetz Avenue and MacArthur Boulevard 40 Between MacArthur Boulevard and Sunflower Avenue 45 Sec. 36-256. McFadden Avenue. The speed limits (in miles per hour) for the following portions of McFadden Avenue are as follows: Between the Sail Street/West City Limit (WCL) and Euclid Street 40 Between Euclid Street and Newhope Street 40 Between Newhope Street and Harbor Boulevard 40 Between Harbor Boulevard and Fairview Street 40 Between Fairview Street and Raitt Street 35 Ordinance No. NS-XXX Page 8 of 13 City Council 24 — 9 9/19/2023 Between Raitt Street and Bristol Street 35 Between Bristol Street and Flower Street 30 Between Flower Street and Main Street 35 Between Main Street and Standard Avenue 35 Between Standard Avenue and Grand Avenue 35 Between Grand Avenue and the East City Limit (ECL) 35 Sec. 36-257. Memory Lane. The speed limits (in miles per hour) for the following portions of Memory Lane are as follows: Between Santa Ana River/West City Limit (WCL) and Bristol Street 40 Between Bristol Street and Flower Street 35 Between Main Street and the North City Limit (NCL)/ Parker Street 35 Sec. 36-258. Newhope Street. The speed limits (in miles per hour) for the following portion of Newhope Street are as follows: Between Westminster Avenue and First Street 35 Between First Street and Edinger Avenue 35 Sec. 36-259. Pullman Street. The speed limits (in miles per hour) for the following portion of Pullman Street are as follows: Between Warner Avenue and Dyer Road 40 Between Dyer Road and Garry Avenue 40 Sec. 36-260. Raitt Street. The speed limits (in miles per hour) for the following portions of Raitt Street are as follows: Between First Street and Willits Street 30 Between Willits Street and McFadden Avenue 35 Between McFadden Avenue and Edinger Avenue 40 Between Edinger Avenue and Saint Gertrude Place 40 Between Saint Gertrude Place and Warner Avenue 40 Between Warner Avenue and Segerstrom Avenue 40 Between Segerstrom Avenue and Alton Avenue 40 Ordinance No. NS-XXX Page 9 of 13 City Council 24 — 10 9/19/2023 Between MacArthur Boulevard and Sunflower Avenue 35 Sec. 36-261. Ritchey Street. The speed limits (in miles per hour) for the following portions of Ritchey Street are as follows: Between McFadden Avenue and Edinger Avenue 40 Between Edinger Avenue and Wright Street 45 Sec.36-262. Reserved. Sec. 36-263. Santa Clara Avenue. The speed limits (in miles per hour) for the following portions of Santa Clara Avenue are as follows: Between Lincoln Avenue and Grand Avenue 35 Between Grand Avenue and Wright Street 40 Between Wright Street and Tustin Avenue 40 Between Tustin Avenue and East City Limit (ECL)/Route 55 40 Sec. 36-264. Segerstrom Avenue. The speed limits (in miles per hour) for the following portions of Segerstrom Avenue are as follows: Between Santa Ana River/West City Limit (WCL) and Spruce Street 40 Between Spruce Street and Flower Street/Dyer Road 40 Sec. 36-265. Seventeenth Street. The speed limits (in miles per hour) for the following portions of Seventeenth Street are as follows: Between West City Limit and Fairview Street 40 Between Fairview Street and Bristol Street 40 Between Bristol Street and Flower Street 40 Between Flower Street and Main Street 35 Between Main Street and Wright Street/Eastside Avenue 35 Between Wright Street/Eastside Avenue and Tustin 40 Ordinance No. NS-XXX Page 10 of 13 City Council 24 —11 9/19/2023 Sec. 36-266. Standard Avenue. The speed limits (in miles per hour) for the following portions of Standard Avenue are as follows: Between First Street and Chestnut Avenue 30 Between Chestnut Avenue and McFadden Avenue 30 Between McFadden Avenue and Edinger Avenue 30 Between Edinger Avenue and Warner Avenue 35 Sec. 36-267. Susan Street. The speed limits (in miles per hour) for the following portions of Susan Street are as follows: Between Harvard Street and Pendleton Avenue 35 Between Warner Avenue and MacArthur Boulevard 35 Between MacArthur Boulevard and Sunflower Avenue 35 Sec.36-268. Reserved. Sec. 36-269. Tustin Avenue. The speed limits (in miles per hour) for the following portions of Tustin Avenue are as follows: Between North City Limit (NCL)/Fairhaven Avenue and Seventeenth Street 40 Between Seventeenth Street and Fruit Street 40 Between Fruit Street and the South City Limit (SCL) north of First Street 40 Sec. 36-270. Warner Avenue. The speed limits (in miles per hour) for the following portions of Warner Avenue are as follows: Between the West City Limit (WCL)/Santa Ana River west of Harbor Boulevard and Fairview Street 45 Between Fairview Street and Raitt Street 45 Between Raitt Street and Bristol Street 45 Between Bristol Street and Flower Street 40 Between Flower Street and Main Street 40 Between Main Street and Grand Avenue 40 Between Grand Avenue and the Route 55 Freeway 45 Between the Route 55 Freeway and Red Hill Avenue 45 Ordinance No. NS-XXX Page 11 of 13 City Council 24 — 12 9/19/2023 Sec. 36-271. Westminster Avenue. Between Euclid Street and Newhope Street 45 Between Newhope Street and Clinton Street 45 Sec. 36-272 — 36-397. Reserved. SECTION 3. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentence, clauses, phrases, or portions be declared invalid or unconstitutional. SECTION 4. Neither the adoption of this ordinance nor the repeal hereby of any ordinance shall in any manner affect the prosecution for violation of ordinances, which violations were committed prior to the effective date hereof, nor be construed as affecting any of the provisions of such ordinance relating to the collection of any such license or penalty or the penal provision applicable to any violation thereof, nor to affect the validity of any bond or cash deposit in lieu thereof, required to be posted, filed or deposited pursuant to any ordinance and all rights and obligations thereunder appertaining shall continue in full force and effect. ADOPTED this 29TH day of August, 2023. Valeria Amezcua Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Jose Montoya Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Ordinance No. NS-XXX Page 12 of 13 City Council 24 — 13 9/19/2023 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, JENNIFER L. HALL, City Clerk, do hereby attest to and certify the attached Ordinance No. NS-XXX 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: City Clerk City of Santa Ana Ordinance No. NS-XXX Page 13 of 13 City Council 24 — 14 9/19/2023 ') Community Development Agency .; santa-ana.org/community-development Item # 25 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report September 19, 2023 TOPIC: Consolidated Annual Performance and Evaluation Report for Fiscal Year 2022- 23 AGENDA TITLE Public Hearing: Consolidated Annual Performance and Evaluation Report for Fiscal Year 2022-23 (Community Development Block Grant, Emergency Solutions Grant, HOME Investment Partnership Program) RECOMMENDED ACTION Authorize submission of the Consolidated Annual Performance and Evaluation Report to the U.S. Department of Housing and Urban Development. COMMUNITY DEVELOPMENT COMMISSION At its Regular Meeting on August 23, 2023, the Community Development Commission (CDC) held a public hearing to receive resident and stakeholder comments on the Fiscal Year 2022-23 Consolidated Annual Performance and Evaluation Report (CAPER). No comments were received during the meeting. The Community Development Commission recommended approval of the FY 2022-23 Consolidated Annual Performance and Evaluation Report to the City Council by a vote of 6:0. DISCUSSION The Five -Year Consolidated Plan is a comprehensive planning and application document that covers the three entitlement grants that the City receives annually from the U.S. Department of Housing and Urban Development ("HUD"). The Consolidated Plan outlines a strategy for using the three grants and other resources to meet community needs as they were identified in the Plan. These three entitlement grants are the Community Development Block Grant ("CDBG"), Emergency Solutions Grant ("ESG"), and HOME Investment Partnerships Program ("HOME"). The Consolidated Plan also identifies five-year numeric goals for meeting the identified community needs that Santa Ana will work toward during the period covered. As part of the Consolidated Plan process, HUD requires the City to submit a Consolidated Annual Performance and Evaluation Report ("CAPER") (Exhibit 1.) The CAPER describes the activities and accomplishments for the three federal entitlement City Council 25 — 1 9/19/2023 Consolidated Annual September 19, 2023 Page 2 Performance and Evaluation Report for Fiscal Year 2022-23 grants during the past Fiscal Year. It also reports on the City's success in achieving the five-year numeric goals and objectives that are established in the Five -Year Consolidated Plan. Fiscal Year 2022-23 is the third year covered by the July 1, 2020 through June 30, 2025 Consolidated Five -Year Plan. The following table highlights accomplishments achieved during Fiscal Year 2022-23 with funding from the CDBG, ESG, and HOME Program: General Activity Accomplishments • Completed the Lincoln Ave. Ivy Installation Graffiti Abatement project. • Completed the rehabilitation of the FY 2021-22 sidewalks improvements. • Completed the rehabilitation of the FY 2021-22 Capital Improvements Heninger neighborhood street improvements. • Completed the installation of new restrooms at Madison Park, Memorial Park, and Cesar Chavez Campesino Park. • A total of 120,735 residents were assisted by the above improvements. Economic Provided 70 small business incentive grants to small Development businesses that were affected by the COVID-19 Pandemic. • Provided funding for 20 nonprofit organizations to administer 22 programs and served a total of 3,350 persons. • America on Track, Boys & Girls Club of Santa Ana, OC Children's Therapeutic Arts Center, Neutral Ground, YMCA, the Delhi Center, Girls Inc., Taller San Jose, and Relampago del Cielo specifically, provided youth services that included tutoring, education, recreation, fitness, and a classical music program and gang Public Services prevention. • The Cambodian Family and the Delhi Center provided youth and family services that included tutoring, education, leadership, parent workshops, and anti - bullying workshops. • The Legal Aid Society of Orange County, Lutheran Social Services of Southern California, and Human Options provided criminal record expungement and domestic violence services that included housing and legal services. City Council 25 — 2 9/19/2023 Consolidated Annual Performance and Evaluation Report for Fiscal Year 2022-23 September 19, 2023 Page 3 • Community Health Initiative of OC and Radiant Health Services provided access to health and social service programs by conducting outreach, education, and enrollment. • OC Fair Housing Council and Public Law Center provided housing education, homelessness services, and counseling. • Community Action Partnership of Orange County provided tools to increase financial well-being and improve stability. • The Westview House affordable housing project located at 2530 & 2534 Westminster Avenue, Santa Ana, CA 92701 continued construction. This project will provide 84 units of affordable housing for large families including nine (9) HOME assisted units. • The Crossroads at Washington affordable housing project located at 1126, 1136, and 1146 E. Washington Avenue continued construction. This project will provide 85 units of affordable housing for large families including 12 HOME assisted units. • The WISEPlace Permanent Supportive Housing project Affordable Housing located at 1411 N. Broadway closed on their financing and began construction. This project will provide 47 units of permanent supportive housing including 16 HOME -ARP assisted units. • Funded nine (9) first-time homebuyer down payment assistance loans with $1,080,000 in CDBG funds. • Participated in eight (8) down payment assistance workshops and three (3) community fairs. • Completed a total of 10 residential rehabilitation projects for six (6) very -low to extremely -low income residents and four (4) low income residents. Rehabilitation work included the complete repair of roofs, ADA improvements. and plumbing upgrades to restrooms. • Community preservation efforts continue in deteriorated and deteriorating areas to preserve the City's aging housing stock. In FY 2022-23 Code Enforcement funds were used to respond to complaints covering residential properties within the CDBG eligible deteriorating and Code Enforcement deteriorated areas. During the program year, the City issued a total of 6,336 violations to single-family units and 100% of the violations were corrected by homeowners. • Code Enforcement staff also issued 209 Notices of Violation, 195 Notice and Orders, and 11,133 City Council 25 — 3 9/19/2023 Consolidated Annual Performance and Evaluation Report for Fiscal Year 2022-23 September 19, 2023 Page 4 Administrative Citations involving residential housing. As a result of these efforts, property owners have made approximately $3,201,738 in repairs and upgrades encompassing 438 permits. • Provided assistance to 954 persons through Street Outreach, Homeless Prevention, Rapid Re -housing, or Shelter. This number includes 85 children and 869 Homeless Services individuals who reported as adults. Numbers also include 570 that identified as Male, 377 who identified as Female, five (5) identified as transgender, and two (2) refused to identify with any gender. The draft CAPER reflects data that was available in the HUD system as of August 23, 2023. The final CAPER will capture performance information from the fourth quarter that is not available to date. For this reason, several tables in the draft CAPER are blank. Each table in the final CAPER will be complete to show the progress made in meeting the Five -Year Consolidated Plan objectives. FISCAL IMPACT There is no fiscal impact associated with this item EXHIBIT(S) 1. Consolidated Annual Performance and Evaluation Report for FY 2022-23 Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Kristine Ridge, City Manager City Council 25 — 4 9/19/2023 EXHIBIT 1 The City of Santa Ana Community Development Agency FY2022-2023 CAPER JULY 1, 2022 THROUGH JUNE 30, 2023 DRAFT CAPER OMB City Council 25 — 5 9/19/2023 Table of Contents CR-05 - Goals and Outcomes...........................................................................................................1 CR-10 - Racial and Ethnic composition of families assisted................................................................... 7 CR-15 - Resources and Investments 91.520(a)........................................................................................8 CR-20 - Affordable Housing 91.520(b)............................................................................................13 CR-25 - Homeless and Other Special Needs 91.220(d, e); 91.320(d, e); 91.520(c) .............................15 CR-30 - Public Housing 91.220(h); 91.320(J)........................................................................................... 17 CR-35 - Other Actions 91.220(1)-(k); 91.320(i)-(J)....................................................................................18 CR-40 - Monitoring 91.220 and 91.230................................................................................................... 23 CR-45 - CDBG 91.520(c)........................................................................................................................... 25 CR-50 - HOME 91.520(d).......................................................................................................................... 26 CR-60 - ESG 91.520(g) (ESG Recipients only).......................................................................................... 30 CR-65 - Persons Assisted................................................................................................................32 CR-70 — ESG 91.520(g) - Assistance Provided and Outcomes................................................................ 36 CR-75 — Expenditures..............................................................................................................................37 APPENDICES Appendix 1: Public Notices Appendix 2: Summary of Public Comments Appendix 3: IDIS Reports DRAFT CAPER 2 City Council 25 — 6 9/19/2023 CR-05 - Goals and Outcomes Progress the jurisdiction has made in carrying out its strategic plan and its action plan. 91.520(a) This could be an overview that includes major initiatives and highlights that were proposed and executed throughout the program year. The 2022 Consolidated Annual Performance and Evaluation Report (CAPER) covers the period of July 1, 2022 through June 30, 2023 and reports on completed projects in the 2022 program year. This CAPER is the fourth of the 2020-2024 Consolidated Plan. For the 2022 program year, the City followed its allocation strategy by funding public services, public facilities, affordable housing projects, homeless related projects, and fair housing services to address unmet community needs. As part of this CAPER process, the City conducted a 15-day public review and comment period from August 17 to September 8, 2023 and held a public hearing on September 19, 2023 to obtain further public comment on this report. Accomplishments in addressing the priority needs include: Affordable Housing Development, Maintenance & Preservation- Efforts to increase affordable housing include committing HOME, CDBG, Project -Based Vouchers, Inclusionary Housing, and Housing Successor Agency funds for aquisition, construction, rehabilitation and provision of affordable rental and ownership housing. Code Enforcement - Community preservation efforts continue in deteriorated and deteriorating areas to preserve the City's aging housing stock. In FY2022 Code Enforcement funds were used to respond to complaints covering residential properties within the CDBG eligible deteriorating and deteriorated areas. During the program year, the City issued a total of 6336 violations to to single family units and a total of 6336 violations were corrected by home owners. Public Facilities & Infrastructure - A total of six capital improvement projects were completed which included one residential street improvement in the Heninger neigborhood, three park improvements -Madison Park; Memorial Park and Cesar Chavez Park, one residential sidewalk improvement project city wide and one graffetii abetment project in a resdenail neigborhood. Public Service Programs - Public Services funded by the City during the report period were aimed at assisting low to moderate -income households. A total of 22 activities were funded to assist homeless, seniors, youth and families through a variety of programs. A total of 3350 persons were served. Economic Development — CDBG funds were allocated to support workforce training and development and business assistance via training, CAPER OMB City Council 25 — 7 9/19/2023 technical assistance and general support. Activities were limited due to prioritization of COVID-19 economic development programs. Fair Housing Services - To affirmatively further Fair Housing, the City continues to provide CDBG funds to Orange County Fair Housing Council. HOME Program — The Westview House affordable housing project will provide 84 units of affordable housing for large families including nine (9) HOME assisted units. The Crossroads at Washington affordable housing project will provide 85 units of affordable housing for large families including 12 HOME assisted units. The WISEPlace Permanent Supportive Housing project closed on their financing and began construction. This project will provide 47 units of permanent supportive housing including 16 HOME -ARP assisted units. A Request for Proposals (RFP) will be released for affordable housing projects in FY 2023-24 that will include grant funding from 2022-23 and 2023-24. Homeless Services and Facilities - Emergency Solutions Grant funding was used to reduce homelessness in the City by funding homeless service providers for emergency shelter, homelessness prevention, data services, and street outreach. Comparison of the proposed versus actual outcomes for each outcome measure submitted with the consolidated plan and explain, if applicable, why progress was not made toward meeting goals and objectives. 91.520(g) Categories, priority levels, funding sources and amounts, outcomes/objectives, goal outcome indicators, units of measure, targets, actual outcomes/outputs, and percentage completed for each of the grantee's program year goals. Goal Category Source / Indicator Unit of Expected Actual — Percent Expected Actual — Percent Amount Measure — Strategic Complete — Program Complete Strategic Plan Program Year Plan Year Affordable Housing CDBG: $ Public service activities Affordable Households Development / HOME: for Low/Moderate 0 0 0 0 Housing Assisted & $ Income Housing Benefit Maintenance CAPER OMB City Council 25 — 8 9/19/2023 Affordable Housing CDBG: $ Household Affordable Development / HOME: Rental units constructed Housing 40 0 Housing 0.00% & $ Unit Maintenance Affordable Housing CDBG: $ Household Affordable Rental units Development / HOME: Housing 60 58 5 0 Housing rehabilitated 96.67% 0.00% & $ Unit Maintenance Affordable Housing CDBG: $ Household Affordable Homeowner Housing Development / HOME: Housing 10 0 Housing Added 0.00% & $ Unit Maintenance Affordable Housing CDBG: $ Household Affordable Homeowner Housing Development / HOME: Housing 40 13 20 0 Housing Rehabilitated 32.50% 0.00% & $ Unit Maintenance Affordable Housing CDBG: $ Direct Financial Affordable Households Development / HOME: Assistance to 12 17 3 9 Housing Assisted 141.67% 300.00% & $ Homebuyers Maintenance Housing Code Household Code Affordable CDBG: $ Enforcement/Foreclosed Housing 15000 15756 2500 6336 Enforcement Housing 105.04% 253.44% Property Care Unit CAPER OMB City Council 25 — 9 9/19/2023 Economic Non -Housing Development Community CDBG: $ Businesses assisted Businesses 25 0 Assisted 0.00% Programs Development Economic Non -Housing Development Community CDBG: $ Other Other 0 0 16 0 0.00 Programs Development Homeless CDBG: Tenant -based rental Households150 Services and Homeless $474154 assistance / Rapid 0 25 Assisted 0.00% Facilities / ESG: $ Rehousing Homeless CDBG: Homeless Person Persons Services and Homeless $474154 1000 0 150 Overnight Shelter Assisted 0.00% Facilities /ESG: $ Homeless CDBG: Overnight/Emergency Services and Homeless $474154 Shelter/Transitional Beds 50 0 0.00% Facilities / ESG: $ Housing Beds added Homeless CDBG: Homelessness Persons Services and Homeless $474154 175 0 35 Prevention Assisted 0.00% Facilities /ESG: $ Homeless CDBG: Household Housing for Homeless Services and Homeless $474154 Housing 400 0 added 0.00% Facilities /ESG: $ Unit CAPER OMB City Council 25 — 10 9/19/2023 Affordable Housing Public Housing Program Homeless CDBG: $ Administration Non- / HOME: Other Other 5 3 1 0 & Fair Housing Homeless $ / ESG: 60.00% 0.00% Services Special $35561 Needs Non -Housing Community Development Public Facility or Public Non -Housing Infrastructure Activities Facilities & Community CDBG: $ other than Persons 10000 57710 4500 63445 Assisted 577.10% 1,409.89% Infrastructure Development Low/Moderate Income Housing Benefit Public service activities Public Non -Housing other than Persons Facilities & Community CDBG: $ 0 0 Low/Moderate Income Assisted Infrastructure Development Housing Benefit Non - Homeless Public service activities Special Public Service other than Persons Needs CDBG:$ 10000 4381 2500 3350 Programs Low/Moderate Income Assisted 43.81% 134.00% Non -Housing Housing Benefit Community Development Table 1 - Accomplishments — Program Year & Strategic Plan to Date CAPER OMB City Council 25 —11 9/19/2023 Assess how the jurisdiction's use of funds, particularly CDBG, addresses the priorities and specific objectives identified in the plan, giving special attention to the highest priority activities identified. CAPER OMB City Council 25 — 12 9/19/2023 CR-10 - Racial and Ethnic composition of families assisted Describe the families assisted (including the racial and ethnic status of families assisted). 91.520(a) CDBG HOME ESG White 279 4 0 Black or African American 0 0 0 Asian 18 0 0 American Indian or American Native 7 0 0 Native Hawaiian or Other Pacific Islander 0 0 0 Total 304 4 0 Hispanic 279 3 0 Not Hispanic 25 1 0 Table 2 —Table of assistance to racial and ethnic populations by source of funds Narrative In FY2022, CDBG, HOME and ESG resources provided assistance to residents through an array of programs. The race and ethnicity of these individuals are summarized above. CAPER 7 OMB City Council 25 — 13 9/19/2023 CR-15 - Resources and Investments 91.520(a) Identify the resources made available Source of Funds Source Resources Made Available Amount Expended During Program Year CDBG public - federal 7,845,537 7,657,994 HOME public - federal 10,962,315 3,099,525 ESG public - federal 474,154 409,902 Table 3 - Resources Made Available Narrative The Other - Amount Expended During Program Year Program Year 2022 totaling $6,182,260 includes $368,204 CDBG-CV funds, $1,891,400 in ESG-CV funds, and $3922656 in HOME -ARP funds. Identify the geographic distribution and location of investments Target Area Planned Percentage of Allocation Actual Percentage of Allocation Narrative Description Citywide 100 Citywide Narrative Table 4 — Identify the geographic distribution and location of investments CAPER M OMB City Council 25 — 14 9/19/2023 Leveraging Explain how federal funds leveraged additional resources (private, state and local funds), including a description of how matching requirements were satisfied, as well as how any publicly owned land or property located within the jurisdiction that were used to address the needs identified in the plan. Fiscal Year Summary — HOME Match 1. Excess match from prior Federal fiscal year 0 2. Match contributed during current Federal fiscal year 0 3. Total match available for current Federal fiscal year (Line 1 plus Line 2) 0 4. Match liability for current Federal fiscal year 0 5. Excess match carried over to next Federal fiscal year (Line 3 minus Line 4) 0 Table 5 — Fiscal Year Summary - HOME Match Report CAPER 0 OMB City Council 25 — 15 9/19/2023 Match Contribution for the Federal Fiscal Year Project No. or Date of Cash Foregone Appraised Required Site Bond Total Match Other ID Contribution (non -Federal Taxes, Fees, Land/Real Infrastructure Preparation, Financing sources) Charges Property Construction Materials, Donated labor Table 6 — Match Contribution for the Federal Fiscal Year HOME MBE/WBE report Program Income — Enter the program amounts for the reporting period Balance on hand at begin- Amount received during Total amount expended Amount expended for Balance on hand at end of ning of reporting period reporting period during reporting period TBRA reporting period 2,230,559 645,889 749,442 0 2,127,006 Table 7 — Program Income CAPER 10 OMB City Council 25 — 16 9/19/2023 Minority Business Enterprises and Women Business Enterprises — Indicate the number and dollar value of contracts for HOME projects completed during the reporting period Total Minority Business Enterprises White Non - Hispanic Alaskan Native or American Indian Asian or Pacific Islander Black Non- Hispanic Hispanic Contracts Dollar Amount 0 0 0 0 0 0 Number 0 0 0 0 0 0 Sub -Contracts Number 0 0 0 0 0 0 Dollar Amount 0 0 0 0 0 0 Total Women Business Enterprises Male Contracts Dollar Amount 0 0 0 Number 0 0 0 Sub -Contracts Number 0 0 0 Dollar Amount 0 0 0 Table 8 - Minority Business and Women Business Enterprises Minority Owners of Rental Property — Indicate the number of HOME assisted rental property owners and the total amount of HOME funds in these rental properties assisted Total Minority Property Owners White Non - Alaskan Asian or Black Non- Hispanic Hispanic Native or Pacific Hispanic American Islander Indian Number 0 0 0 0 0 0 Dollar Amount 0 0 0 0 0 0 Table 9 — Minority Owners of Rental Property CAPER 11 OMB City Council 25 — 17 9/19/2023 Relocation and Real Property Acquisition — Indicate the number of persons displaced, the cost of relocation payments, the number of parcels acquired, and the cost of acquisition Parcels Acquired 0 0 Businesses Displaced 0 0 Nonprofit Organizations Displaced 0 0 Households Temporarily Relocated, not Displaced 0 0 Households Total Minority Property Enterprises White Non - Alaskan Asian or Black Non- Hispanic Displaced Hispanic Native or Pacific Hispanic American Islander Indian Number 0 0 0 0 0 0 Cost 0 0 0 0 0 0 Table 10 — Relocation and Real Property Acquisition CAPER 12 OMB City Council 25 — 18 9/19/2023 CR-20 - Affordable Housing 91.520(b) Evaluation of the jurisdiction's progress in providing affordable housing, including the number and types of families served, the number of extremely low-income, low-income, moderate -income, and middle -income persons served. One -Year Goal Actual Number of Homeless households to be provided affordable housing units 0 0 Number of Non -Homeless households to be provided affordable housing units 30 0 Number of Special -Needs households to be provided affordable housing units 0 0 Total 30 0 Table 11— Number of Households One -Year Goal Actual Number of households supported through Rental Assistance 25 0 Number of households supported through The Production of New Units 0 0 Number of households supported through Rehab of Existing Units 25 0 Number of households supported through Acquisition of Existing Units 0 0 Total 50 0 Table 12 — Number of Households Supported Discuss the difference between goals and outcomes and problems encountered in meeting these goals. The City of Santa Ana continues to actively market its CDBG rehabilitation and homebuyer assistance programs and the HOME rehabilitation programs through city publications, city website, and key stakeholders throughout the City. Rehabilitation and new construction programs were delayed due to the COVID-19 pandemic. CAPER 13 OMB City Council 25 — 19 9/19/2023 Additionally, 9 households received downpayment assistance through the CDBG downpayment assistance program. Discuss how these outcomes will impact future annual action plans. The City will continue to issue RFPs for CDBG and HOME funds to support the development and rehabilitation of affordable multi -family rental housing. Additionally, the City will continue to provide single-family rehabilitation and homebuyer assistance programs. Include the number of extremely low-income, low-income, and moderate -income persons served by each activity where information on income by family size is required to determine the eligibility of the activity. Number of Households Served CDBG Actual HOME Actual Extremely Low-income 0 0 Low-income 0 0 Moderate -income 0 0 Total 0 0 Narrative Information Table 13 — Number of Households Served CAPER 14 OMB City Council 25 — 20 9/19/2023 CR-25 - Homeless and Other Special Needs 91.220(d, e); 91.320(d, e); 91.520(c) Evaluate the jurisdiction's progress in meeting its specific objectives for reducing and ending homelessness through: Reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs Santa Ana prioritizes effective, targeted, and safe outreach to individuals experiencing homelessness to support these individuals in identifying resources and establishing pathways to safe and sustainable housing. The City has outreach staff regularly working and interfacing with individuals experiencing homelessness to provide assistance and support in enrolling in shelter and/ or seeking other services. During the 2022-2023 Program Year, the City of Santa Ana worked towards the following objectives: 1. Prioritized street outreach through Quality of Life Teams 2. Preserved existing and increase the supply of permanent supportive housing 3. Preserved existing and increase the supply of affordable housing 4. Provided housing services and assistance to special needs populations 5. Improved critical services to low-income and special needs populations 6. Coordinated services within the City as well as regionally in collaboration with the Continuum of Care 7. Collaborated with all communities in Orange County to address homelessness with coordinated, regional approaches Addressing the emergency shelter and transitional housing needs of homeless persons The ESG funded programs provided Homelessness Prevention, Rapid Re -Housing, Emergency Shelter, and Street Outreach services. The City targeted actions to addres the needs of individuals who are homeless that includes unaccompanied women, victims of domestic violence, chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth. The range of services include emergency shelter, transitional housing and permanent supportive housing. ESG funds provided assistance for street outreach services, homeless prevention and rapid re- housing. Helping low-income individuals and families avoid becoming homeless, especially extremely low-income individuals and families and those who are: likely to become homeless after being discharged from publicly funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); and, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs CAPER 15 OMB City Council 25 — 21 9/19/2023 Through the objective summarized above in the Outreach section, the City strives to help individuals and families from becoming homeless. The ESG program funds Homelessness Prevention, Rapid Re -Housing, Emergency Shelter, and Street Outreach services. Additionally, the County of Orange is equipped to serve people discharged from publicly funded institutions or systems of care such as health care facilities or correction programs. Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent living, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again The City supported a number of programs to assist low-income individuals and families to avoid becoming homeless, including Section 8 Housing Choice vouchers. Other support services, such as job and training assistance, food assistance, and counseling are also available to help individuals recover from homelessness and to avoid becoming homeless. The City worked closely with the Continuum of Care who provided oversight for the Vulnerability Index - Service Prioritization Decision Assistance Tool (VI-SPDAT) to prioritize the most vulnerable chronically homeless individuals. Case management services were offered in all programs to help prevent individuals from falling back into homelessness. CAPER 16 OMB City Council 25 — 22 9/19/2023 CR-30 - Public Housing 91.220(h); 91.320(j) Actions taken to address the needs of public housing N/A —The City does not have any public housing. Actions taken to encourage public housing residents to become more involved in management and participate in homeownership N/A —The City does not have any public housing. Actions taken to provide assistance to troubled PHAs N/A —The City's PHA is not designated as troubled. CAPER 17 OMB City Council 25 — 23 9/19/2023 CR-35 - Other Actions 91.220(j)-(k); 91.320(i)-(j) Actions taken to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment. 91.220 (j); 91.320 (i) The 2020-2024 Consolidated Plan identified several barriers to the development of affordable housing including the following: • Limited funding sources, financial costs, and the costs of development. • Market constraints primarily the availability, cost, and competition for land. • Available land in the City mostly consists of small parcels that must be assembled for significant new construction projects. Relocation costs and housing replacement requirements for redeveloping improved properties also presents barriers to the development of affordable housing. • The region's rents have continued to increase. Higher rents limited the ability of some lower income households to obtain decent and affordable housing. Households with no or poor credit history are severely impacted. In an effort to mitigate these barriers, Santa Ana undertook the following actions during the report period: • Construction of new rental and homeownership units • Rehabilitation and/ or preservation of existing rental units • Homeowner rehabilitation programs for low- and moderate -income households Through the City's compliance with AB 1486 (Surplus Lands Act) as well as a constant monitoring of state land made available through Executive Order N-06-19, the City will look to identify potential parcels of underutilized land that can be leveraged for potential affordable housing development. • Continued to enforce the City's inclusionary housing ordinance in which new residential projects that meet the specified criteria must provide: 1) if the new residential project consists of units for sale, then a minimum of 10% of the total number of units in the project shall be sold to moderate income households; 2) If the new residential project consist of rental units, a minimum of 15% of the units shall be rented to low income households, or 10% rented to very low income households; or 3) the developer may elect to satisfy these requirements for the project by payment of a fee in lieu of constructing some or all of the affordable units. Actions taken to address obstacles to meeting underserved needs. 91.220(k); 91.320(j) Based on the 2022 Point in Time Count and Survey, there are 5,718 individuals experiencing CAPER 18 OMB City Council 25 — 24 9/19/2023 homelessness in the County, with 990 in the City of Santa Ana. This is a decrease of 779 individuals in Santa Ana since the 2019 Point in Time Count. One challenge for Santa Ana is that many individuals experiencing homelessness gravitate to specific cities, one of which is Santa Ana. A goal of the City is to work closely with community and faithbased groups, other municipalities and the County to provide a coordinated and regional effort to address homelessness throughout the County. In addition, several programs were funded by HOME, CDBG and ESG to assist underserved individuals. The number of persons assisted during the report period is highlighted throughout this report. Actions taken to reduce lead -based paint hazards. 91.220(k); 91.320(j) Lead -paint hazards are typically found in buildings constructed prior to 1978; the year lead based paint was banned in the United States. Until 2012, children were identified as having a blood lead "level of concern" if blood tests resulted in 10 or more micrograms of lead per deciliter. Experts now use a reference level of 5 micrograms per deciliter to identify children with blood levels that are much higher than most children's levels. Although many children remain at risk exposure to harmful lead levels (i.e., blood lead levels greater than the CDC recommended level of 5 micrograms of lead per deciliter of blood), the CDC reported a decline in blood levels in children age five and younger, largely a result of the phase -out of leaded gasoline and efforts by federal, state, and local agencies to limit lead paint hazards in housing.ln all housing activities, the City complies with requirements to examine for the potential risk of lead exposure. If and when lead is identified, the City works with the property owner and/ or subrecipient to remediate the lead -based paint. Actions taken to reduce the number of poverty -level families. 91.220(k); 91.320(j) Santa Ana's anti -poverty strategy includes expanding housing opportunities and support services for low-income residents, and coordinating public and private resources to address their specific needs. Services and activities supported by the City included: • Economic development program to stimulate the local economy and further increase job opportunities for low- and moderate -income individuals. • Provide housing assistance through the City's ESG and ESG-CV programs offering services including: Homelessness Prevention, Rapid Re -Housing, Emergency Shelter, and Street Outreach services to reduce the number of poverty -level families that may have their housing status negatively impacted by the COVID-19 pandemic. • Partner with and leverage local job training programs focused on supporting residents prepare for and access living wage job opportunities. • Through the City's housing programs, it will reduce the number of cost burdened households living in the City, allowing them to allocate personal resources to other critical household needs. • Public services will be targeted to address critical needs of low-income and vulnerable residents through the provision of programming, transportation, education, childcare and other key needs that are identified by the City and its stakeholders. Services such as these are components to assist individuals to be better suited to secure and retain living wage employment. CAPER 19 OMB City Council 25 — 25 9/19/2023 • Homeless assistance, including prevention, will provide critical services to extremely low-income households in need of immediate assistance and support to be better suited and able to take steps to identify sustainable housing and employment options. Improving public facilities eliminates existing facilities and infrastructure that negatively impacts residential neighborhoods. Actions taken to develop institutional structure. 91.220(k); 91.320(j) The institutional delivery system in Santa Ana is high -functioning and collaborative, particularly the relationship between city departments and the nonprofit sector comprised of a network of capable nonprofit organizations operating in Santa Ana and throughout Orange County that are delivering a full range of services to residents. Affordable housing development and preservation activities are carried out by the Housing Department of the Community Development Agency in partnership with housing developers and contractors. The Planning and Building Agency supports code enforcement activities. Public service activities are carried out by nonprofit organizations with support and oversight from the Community Development Agency as necessary to achieve the Strategic Plan goals. The Community Development, Public Works and Planning and Building Agencies work together with contractors to implement public facilities and improvement projects. The greatest challenge behind COVID-19, in the City's institutional delivery system is the breadth and diversity of need and exceeds the amount of available funding to completely address all needs within the community. Consequently, even high priority needs cannot be fully funded. Further, due to the scale of need within the community — nonprofit service providers are also operating at maximum capacity. As a result, non-profit leadership has less time to dedicate to coordination and alignment with other partner agencies and organizations to strategically target needs. In PY21 the Community Development Agency worked to increase the efficiency of collaboration and coordination among different providers operating in the City and throughout the region. The City also supported programs aimed at enhancing. Examples of actions undertaken during the report period to overcome gaps and enhance coordination included the following: • The City's Workforce Development Board played a key role in developing employment opportunities for lower income Santa Ana residents. The WDB is comprised of various community leaders representing private employment, education, social services and government. This diversity in the board's representation ensures that the community's workforce needs are identified and addressed through a variety of public and private resources. This advisory board also brings key community contacts together resulting in enhanced coordination of program delivery and resource utilization. • The City participated in several homeless forums and committees. Specifically, the City served on the Orange County Continuum of Care Board and participated in several committes including the Housing Opportunity Committee, the Emergency Shelter Committee and the Data and CAPER 20 OMB City Council 25 — 26 9/19/2023 Performance Committee. The City also served on the Leadership Council for the United to End Homelessness campaign empowered by the United Way and participated on the Executive Committee. Through this participation, the City can ensure that barriers to housing and the needs of the homeless are identified and addressed through the coordinated regional implementation of limited funding and resources. • The City sought to encourage home ownership opportunities to promote neighborhood stability. With a high median purchase price of homes, homeownership remains a challenge for households earning less than 80% of county median income. Recent increases in housing costs have exacerbated this situation. • Neighborhood residents were encouraged to participate in the preparation and implementation of neighborhood assessments and plans, and were kept informed on homelessness issues. Santa Ana's Neighborhood Initiatives Program provided the means to facilitate this participation. This coordination included working with a variety of city departments, public utilities, property owners, tenants, nonprofit agencies and the school district. Actions taken to enhance coordination between public and private housing and social service agencies. 91.220(k); 91.320(j) As in past years, Santa Ana made an effort to leverage private and federal funds with local and state funds to increase and preserve the City's supply of affordable rental housing. The greatest barrier to affordable housing in the City is a limited supply of resources and available land to support the development and preservation of affordable housing within the City. The City works closely with non- governmental, state and federal agencies to identify potential funding streams and resources. Several affordable housing projects are moving forward currently in the City and two projects for individuals/veterans experiencing homelessness are in the pipeline. These are examples of how the City is coordinating with private developers and social service agencies to create affordable housing opportunities in Santa Ana. The City's owner -occupied housing rehabilitation programs have been instrumental in preserving housing units occupied by lower income households. Furthermore, homeownership opportunities for low- and moderate -income homebuyers were available via the City's participation in the City's Down Payment Assistance Program. The City worked closely with Habitat for Humanity in completing the last phase of the scattered site project where single family homes were developed to be sold at affordable price and to restrict to income qualified households for a period of at least 45 years. Additionally, the Santa Ana Housing Authority provided rental assistance vouchers to very -low income households. Participants in the Housing Authority's Family Self -Sufficiency (FSS) program were also referred to classes (available in English, Spanish and Vietnamese) on how to prepare for homeownership. City staff met regularly with public and private organizations to coordinate various efforts. The City's relationship with nonprofit organizations in the community allowed for an integrated approach for funding requests from local, state and federal agencies. The City worked with nonprofits as they applied CAPER 21 OMB City Council 25 — 27 9/19/2023 for funds for activities consistent with the objectives in the Consolidated Plan. The City also communicated with various institutions to facilitate the exchange of information and to develop strategies to provide benefits and housing services. Homeless needs and priorities continue to be identified through the County's CoC system. The City consults with the County and local ESG entitlement grantees in regard to the use of ESG funds. On -going meetings are held to coordinate the development of eligibility criteria, performance standards and outcome measurements, as well as to establish funding, policies, and procedures for the operation and administration of the Homeless Management Information System (HMIS). Identify actions taken to overcome the effects of any impediments identified in the jurisdictions analysis of impediments to fair housing choice. 91.520(a) The City evaluated barriers and constraints to the development of affordable housing as a critical component of the Housing Element. The California Department of Housing and Community has received Santa Ana's Adopted Housing Element for certification. The element includes actions to affirmatively further fair housing. The City participated in the update to the County's Regional Analysis of Impediments to Fair Housing Choice for the period of 2020 - 2024. Through this process, the City has identified a set of city -specific and regional goals and approaches to address barriers to affordable housing and affirmatively further fair housing in the City. CAPER 22 OMB City Council 25 — 28 9/19/2023 CR-40 - Monitoring 91.220 and 91.230 Describe the standards and procedures used to monitor activities carried out in furtherance of the plan and used to ensure long-term compliance with requirements of the programs involved, including minority business outreach and the comprehensive planning requirements To ensure that HUD funds are used efficiently and in compliance with applicable regulations, the City provides technical assistance to all subrecipients at the beginning of each program year and monitors subrecipients throughout the program year. The City of Santa Ana applied the same monitoring standards to its CDBG-CV and ESG-CV programs. Technical Assistance To enhance compliance with federal program regulations, the City provides an annual Notice of Funding Availability (NOFA) workshop to review the Plan goals, program requirements and available resources with potential applicants. Subsequent to the approval of the Annual Action Plan, a mandatory subrecipient workshop is held to review program regulations in detail, to provide useful forms and resources for documenting compliance and to review the City's compliance procedures and requirements. Additionally, individualized technical assistance is provided on an as -needed basis throughout a program year. Activity Monitoring All activities are monitored, beginning with a detailed review upon receipt of an application to determine eligibility, conformance with a National Objective and conformance with a Plan goal. This review also examines the proposed use of funds, eligibility of the service area, eligibility of the intended beneficiaries and likelihood of compliance with other federal requirements such as the National Environmental Policy Act, the System for Award Management (SAM) debarment list, prevailing wage, Minority and Women Business Enterprise, Section 3 and federal acquisition and relocation regulations, as applicable. Subrecipients are required to submit an audit and other documentation to establish their capacity, and any findings noted in the audit are reviewed with the applicant. Eligible applications are then considered for funding. Once funded, desk monitoring includes ongoing review of required quarterly performance reports. For CDBG public service activities, an on -site monitoring is conducted once every two (2) years, or more frequently as needed to ensure compliance. These reviews include both a fiscal and programmatic review of the subrecipient's activities. The reviews determine if the subrecipient is complying with the program regulations and City contract. Areas routinely reviewed include overall CAPER 23 OMB City Council 25 — 29 9/19/2023 administration, financial systems, appropriateness of program expenditures, program delivery, client eligibility determination and documentation, reporting systems, and achievement toward achieving contractual goals. Following the monitoring visit, a written report is provided delineating the results of the review and any findings of non-compliance and the required corrective action. Subrecipients normally have 30 days to provide the City with corrective actions taken to address any noted findings. Individualized technical assistance is provided, as noted above, as soon as compliance concerns are identified. For CDBG capital projects, monitoring also includes compliance with regulatory agreement requirements Citizen Participation Plan 91.105(d); 91.115(d) The City published a notice in the general circulation of papers in English, Spanish and Vietnamese that its CAPER was available for review for public comment. The CAPER was made available for review at the Office of the Clerk of the Council, Community Development Agency 6th Floor Reception Area, Main Library, and on the City's website.There was a 15-day public comment period prior to the submission of the CAPER to HUD. In addition, a public hearing was held by the Community Redevelopment and Housing Commission and at the City Council meeting to obtain public comments, with the City Council authorizing the submission of the report to HUD. Citizen Participation Plan 91.105(d); 91.115(d) Describe the efforts to provide citizens with reasonable notice and an opportunity to comment on performance reports. The City published a notice in the general circulation of papers in English, Spanish and Vietnamese that its CAPER was available for review for public comment. The CAPER was made available for review at the Office of the Clerk of the Council, Community Development Agency 6th Floor Reception Area, Main Library, and on the City's website.There was a 15-day public comment period prior to the submission of the CAPER to HUD. In addition, a public hearing was held by the Community Redevelopment and Housing Commission and at the City Council meeting to obtain public comments, with the City Council authorizing the submission of the report to HUD. CAPER 24 OMB City Council 25 — 30 9/19/2023 CR-45 - CDBG 91.520(c) Specify the nature of, and reasons for, any changes in the jurisdiction's program objectives and indications of how the jurisdiction would change its programs as a result of its experiences. The 2022-2023 Program Year was the third year of the 2020-2024 Consolidated Plan. The City made progress towards its five-year and one-year goals for this reporting period and did not change its program objectives or the projects & activites that utilized CDBG, ESG, and HOME funds. CDBG activities were slowed as a result of the onset of the COVID-19 pandemic. This includes public service, public facility and housing activities. In part, this is due to prioritizing COVID-19 response activities and programs/ services/ activities that were either not applicable due to the pandemic or were generally delayed due to the pandemic. The City anticipates that activities originally planned for completion during program year 2021 will be completed in program year 2022. Does this Jurisdiction have any open Brownfields Economic Development Initiative (BEDI) grants? we [BEDI grantees] Describe accomplishments and program outcomes during the last year. CAPER 25 OMB City Council 25 — 31 9/19/2023 CR-50 - HOME 24 CFR 91.520(d) Include the results of on -site inspections of affordable rental housing assisted under the program to determine compliance with housing codes and other applicable regulations Please list those projects that should have been inspected on -site this program year based upon the schedule in 24 CFR §92.504(d). Indicate which of these were inspected and a summary of issues that were detected during the inspection. For those that were not inspected, please indicate the reason and how you will remedy the situation. Please list those projects that should have been inspected on -site this program year based upon the schedule in 24 CFR §92.504(d). Indicate which of these were inspected and a summary of issues that were detected during the inspection. For those that were not inspected, please indicate the reason and how you will remedy the situation. The City of Santa Ana conducts onsite inspections of HOME -assisted rental units during the required affordability period to determine compliance with HUD property standards in accordance with 24 CFR 92.251. HOME -assisted rental projects with one to four units are inspected every three years, projects with five to 25 units are inspected every two years, and projects with 26 or more units are inspected annually. The City of Santa Ana received COVID-19 waivers regarding on -site inspections of rental housing and for housing units of recipients of TBRA funding. Inspection schedule dates have been shifted accordingly as per HUD regulations. Provide an assessment of the jurisdiction's affirmative marketing actions for HOME units. 24 CFR 91.520(e) and 24 CFR 92.351(a) The City's affirmative marketing procedures and requirements apply to rental and homebuyer projects containing 5 or more HOME or CDBG-assisted housing. These procedures and requirements do not apply to families with Section 8 tenant -based rental housing assistance or families with tenant -based rental assistance provided with HOME funds. The procedures include: Methods to inform the public about Federal fair housing laws: • The City displays the Equal Housing logo or slogan in housing -related press releases and solicitations for owners, and on the website page for the City's Housing and Neighborhood Development Division. • The City requests the County of Orange to include information on the City's HOME and CDBG- assisted rental units in its countywide Affordable Housing List maintained by the County. Requirements and practices owners must adhere to: • Owners must display the Equal Housing Opportunity logo or slogan in all correspondence with CAPER 26 OMB City Council 25 — 32 9/19/2023 current or potential tenants, on lease agreements, and display the fair housing poster in their leasing offices, and develop written procedures for selecting tenants. • The City required owners of City HOME- and CDBG-assisted rental units to continuously review the demographic makeup of their tenants. If and when such review indicated that their tenants no longer reflected the City's minority population, they were required to inform the City of that fact and request City review and approval for the steps they took to correct that deficiency. • Compliance with the City's affirmative marketing requirements and procedures will be made an obligation of all rental property owners receiving HOME or CDBG assistance from the City of Santa Ana, and will be enforceable by means of appropriate actions described in loan documents recorded through the County of Orange. Record keeping: • The City will require owners of its HOME- and CDBG- assisted rental units covered under this marketing plan to make an annual report to the City detailing the steps they have taken to comply with this Program. They will also be required to report on the ethnicity of their tenants, as well as rents, income levels, and other household characteristics. Reports will be made on a form that is acceptable to the City of Santa Ana, and that will enable the City to capture the data it needs to evaluate owner compliance with this Program. • The City will maintain records on owner reports and its evaluation of those reports for a period of not less than ten years after expiration of the affordability period required by applicable HUD regulations. Annual assessment: Upon receipt of owner reports, the City will evaluate the ethnic and racial characteristics of tenants being served to determine if they reflect the City's housing market. If they do not, the City will direct the owner to take further affirmative marketing steps to correct the imbalance. The City will track and evaluate the steps taken to insure they have the desired effect. Refer to IDIS reports to describe the amount and use of program income for projects, including the number of projects and owner and tenant characteristics Not applicable. The City receipted $XXXXXXXX in program income during FY2022. The City did not expend any program income during the FY2022 program year, but anticipates that such funds will be included in forthcoming RFPs during program year 2023. Describe other actions taken to foster and maintain affordable housing. 24 CFR 91.220(k) (STATES ONLY: Including the coordination of LIHTC with the development of affordable housing). 24 CFR 91.320(j) The City coordinates HOME funding and activities with other federal, state, and local affordable housing CAPER 27 OMB City Council 25 — 33 9/19/2023 resources to maximize the assistance provided in the City and construct and/ or rehabilitate affordable housing throughout the City. CAPER 28 OMB City Council 25 — 34 9/19/2023 CR-58 — Section 3 Identify the number of individuals assisted and the types of assistance provided Total Labor Hours CDBG HOME ESG HOPWA HTF Total Number of Activities 5 0 0 0 0 Total Labor Hours 5,199 Total Section 3 Worker Hours 1,408 Total Targeted Section 3 Worker Hours 1,408 Table 14—Total Labor Hours Qualitative Efforts - Number of Activities by Program CDBG HOME ESG HOPWA HTF Outreach efforts to generate job applicants who are Public Housing Targeted Workers Outreach efforts to generate job applicants who are Other Funding Targeted Workers. Direct, on -the job training (including apprenticeships). Indirect training such as arranging for, contracting for, or paying tuition for, off -site training. Technical assistance to help Section 3 workers compete for jobs (e.g., resume assistance, coaching). Outreach efforts to identify and secure bids from Section 3 business concerns. Technical assistance to help Section 3 business concerns understand and bid on contracts. Division of contracts into smaller jobs to facilitate participation by Section 3 business concerns. Provided or connected residents with assistance in seeking employment including: drafting resumes,preparing for interviews, finding job opportunities, connecting residents to job placement services. Held one or more job fairs. Provided or connected residents with supportive services that can provide direct services or referrals. Provided or connected residents with supportive services that provide one or more of the following: work readiness health screenings, interview clothing, uniforms, test fees, transportation. Assisted residents with finding child care. Assisted residents to apply for, or attend community college or a four year educational institution. Assisted residents to apply for, or attend vocational/technical training. Assisted residents to obtain financial literacy training and/or coaching. Bonding assistance, guaranties, or other efforts to support viable bids from Section 3 business concerns. Provided or connected residents with training on computer use or online technologies. Promoting the use of a business registry designed to create opportunities for disadvantaged and small businesses. Outreach, engagement, or referrals with the state one -stop system, as designed in Section 121(e)(2) of the Workforce Innovation and Opportunity Act. CAPER 29 OMB City Council 25 — 35 9/19/2023 Other. Table 15 — Qualitative Efforts - Number of Activities by Program Narrative CR-60 - ESG 91.520(g) (ESG Recipients only) ESG Supplement to the CAPER in a -snaps For Paperwork Reduction Act 1. Recipient Information —All Recipients Complete Basic Grant Information Recipient Name SANTA ANA Organizational DUNS Number 083153247 UEI EIN/TIN Number 956000785 Indentify the Field Office LOS ANGELES Identify CoC(s) in which the recipient or Santa Ana/Anaheim/Orange County CoC subrecipient(s) will provide ESG assistance ESG Contact Name Prefix Mr First Name Judson Middle Name J Last Name Brown Suffix Title Housing Division Manager ESG Contact Address Street Address 1 20 Civic Center Plaza, M-26 Street Address 2 City Santa Ana State CA ZIP Code 92701- Phone Number 7146672241 Extension Fax Number 7146476549 Email Address jbrown@santa-ana.org ESG Secondary Contact Prefix Mr CAPER 30 OMB City Council 25 — 36 9/19/2023 First Name David Last Name Flores Suffix Title Senior Community Development Analyst Phone Number 7146476561 Extension Email Address dflores@santa-ana.org 2. Reporting Period —All Recipients Complete Program Year Start Date 07/01/2022 Program Year End Date 06/30/2023 3a. Subrecipient Form — Complete one form for each subrecipient Subrecipient or Contractor Name City State Zip Code DUNS Number UEI Is subrecipient a vistim services provider Subrecipient Organization Type ESG Subgrant or Contract Award Amount CAPER 31 OMB City Council 25 — 37 9/19/2023 CR-65 - Persons Assisted 4. Persons Served 4a. Complete for Homelessness Prevention Activities Number of Persons in Households Total Adults 5 Children 4 Don't Know/Refused/Other 0 Missing Information 0 Total 9 Table 16 — Household Information for Homeless Prevention Activities 4b. Complete for Rapid Re -Housing Activities Number of Persons in Households Total Adults 139 Children 4 Don't Know/Refused/Other 0 Missing Information 0 Total 143 Table 17 — Household Information for Rapid Re -Housing Activities 4c. Complete for Shelter Number of Persons in Households Total Adults 689 Children 77 Don't Know/Refused/Other 0 Missing Information 0 Total 766 Table 18 — Shelter Information CAPER 32 OMB City Council 25 — 38 9/19/2023 CAPER 33 OMB City Council 25 — 39 9/19/2023 4d. Street Outreach Number of Persons in Households Total Adults 217 Children 4 Don't Know/Refused/Other 0 Missing Information 0 Total 221 Table 19 — Household Information for Street Outreach 4e. Totals for all Persons Served with ESG Number of Persons in Households Total Adults 869 Children 85 Don't Know/Refused/Other 0 Missing Information 0 Total 954 Table 20 — Household Information for Persons Served with ESG S. Gender —Complete for All Activities Total Male 570 Female 377 Transgender 5 Don't Know/Refused/Other 2 Missing Information 0 Total 954 Table 21— Gender Information CAPER 34 OMB City Council 25 — 40 9/19/2023 6. Age —Complete for All Activities Total Under 18 85 18-24 33 25 and over 836 Don't Know/Refused/Other 0 Missing Information 0 Total 954 Table 22 — Age Information 7. Special Populations Served —Complete for All Activities Number of Persons in Households Subpopulation Total Total Persons Total Persons Total Served — Served — RRH Persons Prevention Served in Emergency Shelters Veterans 14 0 2 12 Victims of Domestic Violence 252 2 60 190 Elderly 63 0 15 48 HIV/AIDS 14 0 3 11 Chronically Homeless 527 0 93 434 Persons with Disabilities: Severely Mentally III 390 2 56 332 Chronic Substance Abuse 396 20 20 356 Other Disability 198 43 43 112 Total (Unduplicated if possible) 984 85 119 800 Table 23 — Special Population Served CAPER 35 OMB City Council 25 — 41 9/19/2023 CR-70 — ESG 91.520(g) - Assistance Provided and Outcomes 10. Shelter Utilization Number of New Units - Rehabbed 0 Number of New Units - Conversion 0 Total Number of bed -nights available 47,487 Total Number of bed -nights provided 75,190 Capacity Utilization 158.34% Table 24 — Shelter Capacity 11. Project Outcomes Data measured under the performance standards developed in consultation with the CoC(s) CAPER 36 OMB City Council 25 — 42 9/19/2023 CR-75 — Expenditures 11. Expenditures 11a. ESG Expenditures for Homelessness Prevention Dollar Amount of Expenditures in Program Year 2020 2021 2022 Expenditures for Rental Assistance 0 0 0 Expenditures for Housing Relocation and Stabilization Services - Financial Assistance 0 0 0 Expenditures for Housing Relocation & Stabilization Services - Services 0 0 0 Expenditures for Homeless Prevention under Emergency Shelter Grants Program 0 0 0 Subtotal Homelessness Prevention 0 0 0 Table 25 — ESG Expenditures for Homelessness Prevention 11b. ESG Expenditures for Rapid Re -Housing Dollar Amount of Expenditures in Program Year 2020 2021 2022 Expenditures for Rental Assistance 0 0 0 Expenditures for Housing Relocation and Stabilization Services - Financial Assistance 0 0 0 Expenditures for Housing Relocation & Stabilization Services - Services 0 0 0 Expenditures for Homeless Assistance under Emergency Shelter Grants Program 0 0 0 Subtotal Rapid Re -Housing 0 0 0 Table 26 — ESG Expenditures for Rapid Re -Housing 11c. ESG Expenditures for Emergency Shelter Dollar Amount of Expenditures in Program Year 2020 2021 2022 Essential Services 0 0 0 Operations 0 0 0 Renovation 0 0 0 CAPER 37 OMB City Council 25 — 43 9/19/2023 Major Rehab 0 0 0 Conversion 0 0 0 Subtotal 0 0 0 Table 27 — ESG Expenditures for Emergency Shelter 11d. Other Grant Expenditures Dollar Amount of Expenditures in Program Year 2020 2021 2022 Street Outreach 0 0 0 HMIS 0 0 0 Administration 0 0 0 Table 28 - Other Grant Expenditures 11e. Total ESG Grant Funds Total ESG Funds Expended 2020 2021 2022 0 0 0 Table 29 - Total ESG Funds Expended 11f. Match Source 2020 2021 2022 Other Non-ESG HUD Funds 0 0 0 Other Federal Funds 0 0 0 State Government 0 0 0 Local Government 0 0 0 Private Funds 0 0 0 CAPER 38 OMB City Council 25 — 44 9/19/2023 Other 0 0 0 Fees 0 0 0 Program Income 0 0 0 Total Match Amount 0 0 0 Table 30 - Other Funds Expended on Eligible ESG Activities 11g. Total Total Amount of Funds 2020 2021 2022 Expended on ESG Activities 0 0 0 Table 31- Total Amount of Funds Expended on ESG Activities CAPER 39 OMB City Council 25 — 45 9/19/2023 The Orange County Register 1920 Main St., Suite 225 Irvine, Ca 92614 714-796-7000 5211379 CNSB / CNSB-ACCOMMODATIONS 915 E 1ST ST ORDER EXPEDITING LOS ANGELES, CA 90012-4050 FILE NO. 3730045 AFFIDAVIT OF PUBLICATION STATE OF CALIFORNIA, SS. County of Orange I am a citizen of the United States and a resident of the County aforesaid; I am over the age of eighteen years, and not a party to or interested in the above entitled matter. am the principal clerk of The Orange County Register, a newspaper of general circulation, published in the city of Santa Ana, County of Orange, and which newspaper has been adjudged to be a newspaper of general circulation by the Superior Court of the County of Orange, State of California, under the date of November 19, 1905, Case No. A-21046, that the notice, of which the annexed is a true printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to wit: 08/17/2023 certify (or declare) under the penalty of perjury under the laws of the State of California that the foregoing is true and correct: Executed at Anaheim, Orange County, California, on Date: August 17, 2023. Signature PROOF OF PUBLICATION E OF -PUS L' Legal No. 0011618693 DRAFT CONSOL'�1DATED, ANN Ui4LPEtRF.O,RMANCE E.VALUATI.OtlRT ...,. (CAPER)fO'KR FISCAG Y tIAR 2022.2623= NOTICE IS•HEREBY:;GIVEWIhcl the City -of Sgrifp'A'_ `(Cffv1:'h6l q partnerships' Emorgenc)' soli Prohra}Yis. The:S uorformance'.in.rn'otFisca6;Yoar 2022.2023 housing:'' -and' :Community 4evelopmenf goals as _outlined: -in tite previously adopted`Fiscal,Yectr.2022- 2023, Ong Y4m ,,; ,Action+ ;Plan. Adctltidnollv.-llie CA'PER_`,discusses Changc,S,.thd C 0y1bntiGiphteSsr71'aking in.the?vt?Corning yeara$`a.�rpsiiitof tfie ,assesstnenl-..of FY 2022'2023 nnn6al pkforrrionce. . In conivliance . kvith,.,;the' ...CffY75 fllyproved Gltiieii,I'gFticipatlon Pli�n and thlb Consalidotll _` Plpn implementing regvlation '24-.,CFR 91.105. MIS: notice is_ heeeby ,Qkieh 1hol , the City,:of ,5010y,"Ana,,has Prepared •the`. CAFE R`:;for,'F.Y. 2022- 2023 as:: a revicw`•r;'of •:proyra'rn performance for, th'e:, . 2022-2023 prggrRm-Year.--A copy of thj—C-APE.R is required to be:hitde.3.66ldble to 'the public for revievt and Cammenl for a fifteen, _(15)',dv— -'ger;i 'id ".The CAPFR draft vrili''tie,:avdilableJor pablic "revieve -froth -'Aui3ttSt> 5epptemberBr2023'`- NOTICE"IS HEREBY.'FURTHER GIVEN that the,'Diaft;'C`4PER,ivill be".aresented.to th'e-CitY?Council :for ape raval arf Tuesday;,".September` 19,, 2023. of 6:00.,,p:m dvrfns'the Public Hearlug sectlon': of the Agenda. City Council meetings•6eY•fe[evi5ed ,on Channel 3 or. 'streUine& live-.af public Can, submit .',cornments•auia email of ecamrnen1si15onta-a.na:o f41 by 4:00prn the day, t3f'=th[ `m2 fiircg; joining the teteconfeienci :bv catlin9 d69.9W912ca. (P.D; 315-965=.149.),,:arrbv. iaining the tooth wetiinar'', at h ttps ://usO2vde b,zoori)-ij Vi/3.15965149. Please Vfsit santa-and.org"city meetings fo:' additi4nbl-.ii formation. The City' of. Saniq;,: Ana.; thaliks residents: for their ongoing:;i?otienee and flexibility:•a5r:a"coriti:nue' in :balance Safety and public -part lciPotion_ Ata�ls-meet (itg,aheCity Co.u,'ncitK,ll l facilituic a Pubilc 'Hearing to receive Commenls-on thOQ-CAPER that Is to'be submitted to The- U.S; Deportment Housing =acid 'Urban Develaprnent (HUO)• PUBLIC COMMENT C6piCS 6f• ,111C,;'iatL=St &Oft ';Of .the TAPERA,vill be"'avaitable`.for Pu6Ijc r.LP,-12,5n6 CIfVA(:bbr4CR 0 6 3 8 7 2 5 8 9/19/2023 rll,l pS :/jYVVAv.SC1r11U •Cin0.0rg1!1gUS1 n9.: grp.�t=f grttl; nq/, The -public. is invited to submit vlrillen comments on" the CAPER. All ..Gomnient$ ' relptivie - 16,:' the CAPER, should tie submitted:;ta the City of Santa Ana:. CornnSunity Development Depurtment''no..lbter thatl d,00 p.nl.; on September 18, 2023. Questions and written cormmnts regarding the CAPER and -Action Plan Amendment,.rnay,bpoddrinsed to-- Mr., 'Dovld Flores,° 2Senior CcmmiinitY: D[velop-M(M ,'Analyst; Comrniirii ty:DevefopinBnt;ragertty, 01 20-CM& Ceritee p;loio ,son o,,, _no, C-A:.92701. YOU,'tri6lY:lifSO;CaII (7la? biz-$561':' ,With,.',>arry iguestions concernintl�ti�e:CAp•ER:,.. ACCESSIBILITY .TO 'MEETINGS AND DOCUMENTS: , it. is ttie`"intentionof:>ihe;"'Cti.Y.;to comply with 5�ctio�;he: ;, -.of' .t Rehabilitation. 'r Act of,'' 197, ;,:';6 amended;.' the; Americans. eWittl Disabilities "Act ,(ADA) bV'19,90:'ond the'ADI+ lin�errdix [ ni'A4t.;pf>2Q�$ .tf3e Fbir Wousin c#;::#fnc 4r�t itectiYrpl taarrierS..Act, and:-ti,e:City%atlaritei t,imited' E;n9lish Prpfieitnc*:`Pldn �LEP).'in all•respecTs: if=You require pubiic do'curnents' in" ,on: accessible formgt; .'w111` • .•;rnoke rreasohoble:efforts:tii:'::accbrtiM Odaie ycur request If;:as'a piir;tiClpant;.ot ihia mPPfinis vn�i: will nr+Pii at5aci'al the meeting to inform,:-us',:of: Your needsondL to: determine, 'iF occomniodation`i5fed5ib)e.,;'::,;`• The.., Citv;'does;riot'•:or d'?.snail„not disCrircih)dtesan the;,EaC1515,©f;'rdc : color; religlon', ;(creel€)I"gender., g2nrf2Y :,eYpKChS SIOn ;a9L;, Y1atiOh[]! origin{ancestrti'}i,disa6ilitv.:rndr`ital stotGs:: sexual•; _grlento:tion, 6)11ifary Stofus;, or'anY..other�'prat2Cfi�d�Ciass stotUS. in.o ,onv::of"its. activitiesor,Operations: Clerk uf'the Council tnts:���nne�s�r 1.1�05116 City Council 2 25 — 47 9/19/2023 PROOF OF PUBLICATION (2015.5C.C.P) P.O Box 71847, Los Angeles, CA 90071. Tel: (213)896-2260 • Fax: (213)896-2260 STATE OF CALIFORNIA I am a citizen of the United States and a resident of the county aforesaid; I am over the age of eighteen years, and not a party to or interested in the above -entitled matter. I am the principal clerk of the printer of La Opini6n a newspaper of general circulation, printed and published daily in the city of Los Angeles, county of Los Angeles, and which newspaper has been adjudged a newspaper of general circulation by the Superior Court of the County of Los Angeles, State of California, under the date of July 28, 1969, Case Number: 950176; that the notice, of which the annexed is a printed copy, has been published in each regular and not in any supplement thereof on the following dates, to wit: all in the year 2023 I certified (or declared) under penalty of perjury that the foregoing is true and correct. Dated at Los Angeles, California, this 17 day of Aua u�st , 2023 Signature AVD 4017 ControlW Rev, 03/12 1� I�{ IIIII`` Citi illi o�liIi IIII ' AVISO DEAUDIENCIA _ PUBLICA - " Prograrnas de Planificaci6n y '.Desarrollodel 1 Departamento de Vivienda y Oesarrdlld Urbane de los EE. UU. Th SORRAOOR DEL ` DESEMPENOANUAL I _ CONSOLIDADO - E INFORME DE . •EVALUACI6N (CAPER PARA EL AND FISCAL 2022-2023 POR MEDIO DE- LA j PRESENTE_ SE Da AVISO quo la Ciudac de Santa Ana -(Ciudad ha : preparado e Borrador de Desempenc PAnual Consolidado c ro( Informs de Evaluaci6r I (CAPER, par sus siglas i an inglo) 202272021 i para sus Pmgramas ( de' Subvenci3n er Bloque para Desarrollc Comunitario - (CD5G, por sus siglas en ingl6s). Asociaciones de Inversi6n Home (HOME) y subvention ,para Soluciones de Emergencia (ES(3, por SUS siglas en ingl6s) El CAPER proportion una evaluaci6n de desempeho de la C]uda an el cumplimiento d ( las'metas de vivienda ? desarrollo comuriitari del Ano-Fiscai ".2022 2023 como se describ On el Plande-Acei6 de. Un "Aho del An Fiscal 2022-202 f preiviamente adoptado Ademas, el CAPE discute los cambia qua la Ciudad anticip realizar 'en el pr6xim aho, coma un resultad de la evaluaci6n de desempefio anual del A i 2022-2023. j En el cumplimiento co S el Plan de Partici6aci6 par is Viuoao y -Plan Consolida -qua implements regulaci6n del Titr 24, de CFR 91.105, F medio de este avi as da a conocer qua Ciudad de' Santa A �ha preparado el CAPI ,para el AF 2022-20 como una revisi ;del desemperlo t programa para at a 'del programa 202 2023. Una: copia c CAPER as requeri para estar disponit al publico para revisi y comentarios par periodo dequince (1 dias. El borrador CAPE estara •disponible pe revision p6blica c 17 de agosto — 8 r septiembre de 2023. POR MEDIO DE_ -1 PRESENTE SE [ AVISO qua el barred CAPER sera presenta. al Ayuntamlento,para aprobaci6n at .mart. 19 de septiembre i 2023a las 6:00 p. durance la secck ,de to Agenda de Audiencta Pdblica. Las reunions c Conceio Municipal sr teievisadas an el Car 3 o transmitido en vi, en www.santa-an drg Los miembros de acomodade de ftod+ publico pueden envia las maneras razonable comentarios par medit Comuniquese• al 71 de coneo electr6nic _ 647-6520 al manes a ecomMents0santa horas'antes delareunit anaora antes de lai para - - informarm 4:00 pm del die do de` sus necesidad, la reuni6n, unirse y determiner' si a teledonferend adaptaci6n as factible. lamando - at 669 La.Ciudad no discrimir 900-9128 (ID: 315 y no debera disorimin 965-149), o unirse a par rnWivos do,,raz webinar- de zoom or color, religion (creel( t s: -s 2web gdnero, expresi( us/yi,Jy� 6514931Z596514965149313159965149: de gdnero, ongt Visite . santa-ana national (ascendencii informaci6n. La Ciuda tle Santa Aria agradec a los raSidentE par su paciencia flexibilidad, constantE mientras continuamc equilibrando seguridad y participaci6n publica. En esta reunion, Concejd Municip. facilitare una- Audienci Publica - para , recib comentarios sobr el CAPER , qu sera presentado .Departamento ' - d Vivienda y ' Desarroll Urbane do los EE. UL (HUD, par sus siglas e ingl6s): C'OMENTARIO: PUBLICOS I 1—as, copias ,'del ultim anteproyecto del CAPE] estardn disponibles par revision pub]ica an Is siguientes ubicaciones: enviar ' convent escritos sobre el CA Jades los convent relacionados con CAPER deben env al Denartamento' .de la Ciudad de Sar Ana, a mas tardar a 1 4:00 p.m.,. del 18 septiembre de 2023. Las preguntes' comentarios ' escrit concernientes all CAPE y la Enmienda al Plan i Acci6n pueden dirigir al Sr. Davrd Flore Analista de :Desarrol Comunitario - Seni? Agencia de Desarrol Comunitario en 20 CiN Center Plaza, San Ana, CA 92701. Tambil puede Ilamar' al (71 647-6561 con cualqui pregunta relation( con at CAPER; ACCESIBILIDA A REVNIONES DOCUMENTOS Es la intention de Ciudad cumplir cc Aa Section 504 de Ley de Rehabilitaci( 'tle 1973, - ' segt enmendada, la Ley c Fstadounidenses cc Discapacidades (AD, par sus siglas en ingld de 1990. y la Ley c Enmienda ADA de 200 la Ley de Vivienda Just las Ley de Barren Arquitact6nicas, . y . Plan de Competent Limitada del Ingli (LEP, par sus siglas ( iglas) an todos' k aspectos. Si necesi documentos publicos un formato accesible, Ciudad hard estuerz( razonables- pal satisfacer su solicitu Si, como un participan' on esta reunion, uste necesitara asistenc especial mas alto de nomtalmente brindad, incluyendo ayudE auxiliares y servicio la Ciudad intentai civil, orientaci6n sexual; estatus marital, c— cualquier otra clasq protegida. en cualquierE de sus actividades d, , operations. . ' Secretario del Concejd 8/17/23 CNS-37301i ,046 LA OPINION ing Y IN 25 — 48� 9/19/2023 Company California Newspaper Service Bureau Public Notice Advertising Since 1934 [THONGBAOVtPHIENDIEUTRAN CONG CONG Tel 1-800-788-7840 Fax 1-800-474-9444 CChrfangTrinhL'0K6HoachvA Local Offices and Representatives in: PhitTrien Cling Dong C6a B6 Gia Los Angeles, Santa Ana, San Diego, Riverside/San Bernardino, 9 9 BANDValAO OCAO ANH BAN Ot,IT}fA6 BAO CAO DANH San Francisco, Oakland, San Jose, Sacramento GIAHIEUWATHANGNAMOVOC Special Services Available in Phoenix H( PNHAT(CAPER)CHONAMTAI CH(NH 2022-2023 THONG BAD CHO BIT - ring Thhnh ph6 Santa Ana IThanh ph6) da chuin W Du Ihao 86o CAo ThAm Dinh vA Thhnh QuA HAng N6m Hop Nhat 2022-2023 (CAPER) cho Kh6i Ph6t Tri6n Cling D6ng (CDBG), D& Tic DAu To Nhii (HOME) vA C6c DECLARATION Chuang Trinh T61 Tro GIAI PhAp Wn CAp. CAPER dua ra dAnh giA v6 hoat d6ng c6a Thhnh ph6 trong vi6c dap img CAC muc ti6u 4 nhA 6 vA ph6t tridn cling d6ng cua Nam TAi Chfnh 2022-2023 nhu duoc nhu trong K6 hoach Hanh d6ng Mot NAm uong TAi Kh6a 2022-2023 dA duoc th6ng qua trudc d6. Ngoai ra, CAPER thAo lu6n I am a resident of Los Angeles County, over the age of venhimgthayd6im6ThAnhph6du eighteen years and not a party to or interested in the kien se thUc hik trong nAm 16i, IA matter noticed. k6tquic6a vi6c dinhglAhoatd6ng h5ng n5m IrongTAi Kh6a 2022-2023. Phu hop vdi K6 hoach Tham Gia c6a Cling DAn di duoc ThAnh ph6 ph6 duv6t vA K6 hoach Hop nh5t thus The notice, of which the annexed is a printed copy hi6n quy Binh 24 CFR 91.105, then d6 thing bAo nhy cho Wt TWIn ph6 appeared in the: Santa Ana da chunn bi CAPER cho TAI Kh6a 2022.2023 nhu m6t dinh NGUOI VIET giA v6 vi6c thuc hl6n chuang trinh cho n5m chuang trinh 2022-2023. CAn Phil sung cAp mot bin CAPER On the following dates: di cling chung xem x6t vA nhbn x6t bong khoing thbi gian mu6i lam 08/17/2023 (15) ng5y. BAn thio CAPER se c6 sin dp cho cling chung xem x6t to ngiy 17 Thing Tim - Ngay 8 Thang I certify (or declare) under penalty of perjury that the Chin, 2023, THEO DAY XIN THONG BAO THEM foregoing is true and Correct. ring Du th6o CAPER se duotrinh I@n H61 d6ng Thhnh ph6 M ph6 duy6t vk Thd Ba, ngay 19 thing Chin n5m 2023 Idc 6:00 chi6u trong phzn Dieu trin Cling khai Dated at Los Angeles, California, this cua Chuang trinh nghl s u CAc cube hop cua H6i d6, ng ThAnh 23rd day of August 2023 PH duoc truy6n h'mh tr6n K6nh 3 h4ctruy6ntrucd4ptaiwww.santa- ana.org. CAc thhnh vien c6a cling chung c6 the gui nh5n x6t qua email tai ecommentManta-ana.orgvAo 4 gib chi6u ngiy hop, Iham gia h6i nghi tuxa hAng cich goi s6669-900- 9128 (ID: 315-965-149), ho6c bAng cich Iham gia h6i No tren web qua zoom tai htlps:/Ais02wehzoom. us/J/315965149. Vui 16ng truy clip sanla-ana.org/city- meetings 06 Wt th6m Ih6ng tin. Debbie Yerkes Thhnh ph6 Santa Ana cAm on cudAn vi su Wn nhin v5 linh host Ift tuc Signature c6a ho khi chung t6i ti6p tuc quin binh g0a su an toin vA su tham gia c6a cling chung. Tai cu6c hop nAy, Hoi d6ng Thhnh ph6 se tao Nu ki6n cho mot bu6i Di6u TfAn Cdng Khai d6 nh6n do y 3730049 Wn d6ng g6p v6 CAPER rdi sau d6 'The only Public Notice which is justifiable se duoc d6 trinh I6n B6 PhStTrik Gia from the standpoint of true economy and the public interest, Cuvh D6Thi Hoa Ky (HUD). BINHPHAMCOACONG is that which reaches those who are affected by it' th CAc bin Sao cua binn dL( du lhio mdi nMt c6a CAPER se c6 sin de cong Chung xem x6t tai dia Vm sau: h ttps://wwwsa nta-a na org /hous ing- i/ IIIP11111111I11111IIII11111111111111$11111111111111111111111 ClingmA girl nhan * A 0 0 0 0 0 6 3 9 0 8 1 2* x6t bingvavS b6n n bin vF CAPER, TAt d c6c nh6n x6t Ii6n quan din CAPER City Council 25 — 49 of S Ana, trim Cdng 9/'2023 y (City of Santato Ana, Comin y Development Department) kh6ng mu6n horn 4:00 chile, ngay 18ThAng ChfnJ073 Ana, Ph6ng Phat trl4n Cling d6n( (City of Santa Ana, Communlq Development Department) kh6nc mudn horn 4:00chi6u, ngay ISThanc Chin, 2023. C6c cAu h6i va nlOn x6t bang vAn ban Ildn quan d6 flan Sba D6i K6 Hoach HAnh D6ng vb CAPER c6 the dugc gJi tdi Mr. David Flores, Community Development Analyst, Community Development Agency lal 20 Civic Center Plaza, Santa Ana, CA 92701. Quq vl cong c6 th6 goi s6 (714) 647-6561 n€u 0 bat kq cau hdi n,1a On qum d6n CAPER. KHA NANG Tl€A CAN CAC CU6C 140 P VA TAf LIEIf ThAnh ph6 c6 q dlnh tuhn thO Muc 504 c6a Dao Lint Phuc 1`161 nSm 1973, CIS dugc s6a d6i, Dao lust NgL6 Khuy6t Tat Hoa Ky (ADA) n6m 1990 vb Dao Luat SOa D61 ADA nAm 2008, Dao Luat Nhh 6 C6ng Being, Dao Luat Hang Rao On TrOc, vA K6 Hoach Kha Nang Tiling Anh Han Ch6 (LEP) cOa Thbnh ph6 v6 moi mat. N6u q1)9 vl you c6u CAC 1N 116 c6nq *9 6 dlnh darcg c6 04 truy Op dVVCc ThSnh ph6 0 0 nhUng n61Ue hqp tq (lf 1 hich nghl cho Y& 0 Lr da quq vi. NAIL v61 to och N 1116nh vion tham du cu6c hop nay, quq vl s6 can h6 trq dac bl6t ngoAi nhUng gi th6ng thubng dugc sung cap, bao g6m cAc dich vu vA trq cu phu trq, ThAnh ph6 sec6 9S% thfch nghi dio quq vi Olen mol cacti ftr hop Iq. Vui fling 110 ho 56 71d-647 fiS20 It Olt 48 916 trudrc cu6c hop d2 thdng b6o cho chOng tbl v6 nhu cau c6a quq vl vA xAc dinh xem sL1 thlch nghl c6 khA thi haykh6ng. Thanh ph6 kh6ng vb s6khdng phan hl61 d6i xU dua Wn chOng W. mau da, 164 rift (tin n9u6ng), gibi hnh, bi6u hi6n gla tlnh, ru6i We. ngu6n 96C qu6c gia (16 On1, khuy6[ ML tlnh trang h6n nh6n, khuynh hudng Inh duc, llnh trang quin nhan, hoar ail ky tang 16p dugc bAa vb nA6 kh6c :rong bat kq hoat d6ng hoac van ibnh nAo c6a n6. :lerk OfThe Council ThuKq H6i D6ng) (n hanh: 1117123 ;NS-37300490 IGUOI VIET City Council 25 — 50 9/19/2023 ,-� CITY OF SANTAANA 41 117_ , City Council Meeting Date September 19, 2023 Subject Rent Stabilization and Just Cause Eviction Ordinance Ballot Measure Councilmember-Requested Item Title Discuss and consider directing the City Attorney to prepare a City Council -initiated ballot measure for voter approval affirming the City of Santa Ana's Rent Stabilization and Just Cause Eviction Ordinance ("RSO/JCEO") in the November 2024 General Presidential Election. r)knir.cinn At the August 29, 2023, Special Meeting, the City Council directed the City Attorney's Office, in collaboration with the City Manager's Office, to research and draft an ordinance that would require a supermajority vote to amend certain provisions of the RSO/JCEO. During that discussion, the City Council asked the Chief Assistant City Attorney whether the City Council could also direct the City Attorney's Office to research and prepare a ballot measure affirming the RSO/JCEO for the November 2024 General Presidential Election. The Chief Assistant City Attorney informed the City Council that a separate Council Requested Item would have to be agendized before the City Council could give direction to staff regarding a ballot measure. This Council Requested Item is being submitted to allow the City Council to discuss and provide staff with direction relating to said ballot measure. Submitted By • Councilmember Thai Viet Phan Attachment • N/A City Council 26 — 1 9/19/2023 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADDING A NEW ARTICLE XV TO CHAPTER 36 OF THE SANTA ANA MUNICIPAL CODE TO PROHIBIT SPECTATORS AT A STREET RACE OR RECKLESS DRIVING EXHIBITION WHEREAS, under the provisions of Sections 23103, 231 � California Vehicle Code, reckless driving exhibition and speed contests r blialllPkets are illegal; and WHEREAS, motor vehicle speed contests are r commonly known a ',eet races or drag races and reckless driving exhibitions , more commonly referrea :s exhibitions of reckless driving; and WHEREAS, the streets within the City of Sar. ' nF, .✓e been the site of continuing and escalating illegal street racing over the , several years; and WHEREAS, such street racing--rious hazard, A threatens the health and safety of the public, interferes wit Leb, �d vehicui, affic, creates a public nuisance, and interferes with the right ate bt -wners to enjoy the use of their property within the City of Santa AndJ WHEREAS, in r hundre r street racers and spectators gather on the streets late at nice , and in early moi g hours, blocking the streets and sidewalks to traffi, .,rming a ra 'rack area, ,cing bets, and otherwise encouraging, aiding and abet' the racing and th , ty has determined the presence of spectators at thes, ents . u, uy_ .i the occurrence of these unlawful events; and . I,cr,- traffic , 'dents, property crimes, and calls for police service have in, used dramas, Rect- • an innocent motorist was killed in broad daylight by .ers engaged in t:, -�t racin6 and in a separate incident, street racers involved in a struck and killed )edestrian; and 'HEREAS, s' A racing constitutes a nuisance and the City Council of the City of Sang a wish o promote the City's interest in protecting and preserving the safety of and vehicular traffic in, about, or upon public and private streets, parkways, ro ays, alleys, sidewalks, and parking areas so as to minimize any dangerous conditions due to street racing. THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. A new Article XV is hereby added to Chapter 36 of the Santa Ana Municipal Code to read as follows: City Council 27 - 1 9/19/2023 1 Illegal Street Race and Reckless Driving Exhibition -Article XV Section 36-706. Definitions. As used in this Article: "Street race" or "street racing" means any speed contest or exhibition of need referred to in California Vehicle Code section 23109, as it may be amended fry ..me to time. "Reckless driving exhibition" means any exhibition of reckles, . q referred to in California Vehicle Code section 23103, as it may be amended n tin. time. Offstreet parking facility has the same meaning as set th in Vehicle k section 12500(c), as may be amended from time to time, a, ncludes any public private parking facility open and accessible to members of +' public. Preparations for a street race or reckless driving ',ibition i, Ades, but are not limited to, situations in which: (1) One (1) or more motor vehicles ar-1 persons have a. d at a location on a public street, highway or an offstreet parkin, r the purpo- F participating in or being spectators at a street race or reckless in n; (2) One (1) or more persons have gath in an ' narking facility for the purpose of participating in or being a spectator a :tree' .,;e of , .,ess driving exhibition; (3) One (1) or more person- lave gather, f a motorcycle stunting or other exhibition in conjunction with a st, , uJa eckless wing exhibition; (4) One (1) or more r ,ons hpeded t, Free public use of a public street, highway, or offstreet parkin .cility by words, )hysical barriers;(5) One (1) or rr, vehicles h^ 4 1 io on a ublic street, highway, or offstreet parking facility with motor- ning- (6) One (1) or more , is revving a motor vehicle's engine or spinning the motor vehicle's " nr (7) P ..un 'toned i. ',e purpose of acting as a race starter. ,erson is "presen. ` a stree , ace or reckless driving exhibition if that person is within hundred (200) fek )f the location of the street race or reckless driving exhibition, or wit }wo hundred (21 , feet of the site of the preparations for either of these activities. Spectat. eans F, ndividual who is present at street race or reckless driving exhibition at a locate. 1h , preparations are being made for such activities, for the purpose of viewing, obs ig, watching, recording, or witnessing, the event as it progresses. Spectator includes any individual at the location of the event without regard to whether the individual arrived at the event by driving a vehicle, riding as a passenger in a vehicle, walking, or arriving by some other means. City Council 27 — 2 9/19/2023 2 Section 36-707. Aiding and Abetting Street Races or Reckless Driving Exhibitions Prohibited It shall be unlawful for any person to engage in, or to aid and abet, any street race or reckless driving exhibition conducted on a public street or highway or in an offstreet parking facility. A violation of this section may be punishable as a misdemeanor subject to a maximum of six months in jail and a fine of $1,000. 0 Section 36-708. Spectators at Street Races or Reckless Dri, , Exhibitions Prohibited. (a) It shall be unlawful for any person to be knowingly preseA#s a spec.. - at a street race or reckless driving exhibition on a public street, high, „ or offstreet pa 7 facility. A violation of this section may be punishable as a misd aanor subject to a m, gum of six months in jail and a fine of $1,000. (b) It shall be unlawful for any person to be kri. ly p?atigon �c as a spectator where preparations are being made for a street race or re 6 (4 exhibition conducted on a public street or highway or offstreet parking facility. of this section may be punishable as a misdemeanor subject +n a maximum of months in jail and a fine of $1,000. (c) Exemption: Nothing in this sectionbits lay ,nmenc officers or their agents who are acting in the course of their offi duti, .rom u_ , spectators at a street race or reckless driving exhibir - Section 36-7f .elevant -cumstan, to Prove a Violation. Notwithstanding Sece her pr( �^ ^f iaw, to I ive a violation of Sections 36-707 or 36- 708, admissible rr ���u� iot limited to, any of the following: (a) the t;- ' -ry (b) tr ILU[t; _-escrip of the scene; (c` number of , ole at L. 'cene; the location of ti Jerson L ,arged in relation to any person or group present at the ne; (e, icia of a stree- ce or reckless driving exhibition, including but not limited to, sticks oosters, ma Rcgs, flags at or near the scene; (e) the er any' ,yes of motor vehicles at the scene; (f) that tehicles present have been altered or modified to increase power, handling or appeal; (g) that the person charged drove or was transported to the scene; (h) that the person charged admitted to being a spectator at a street race or reckless driving exhibition; (i) that the person charged has previously participated in street race or reckless driving exhibition; 0) that the person charged has previously aided and abetted a street race or reckless driving exhibition; City Council 27 — 3 9/19/2023 3 (k) that the person charged has previously attended a street race or reckless driving exhibition; (1) that the person charged previously was present at a location where preparations were being made for a street race or reckless driving exhibition or a street race or reckless driving exhibition was in progress. Section 36-710 Admissibility of Prior Acts The list of circumstances set forth in Section 36-709 is not exclusivF J the fullest extext permissible by law, evidence of prior acts may be admissible to Ian, opportunity, knowledge, identity, and/or propensity of the person charged tr pres, it or attending a street race or reckless exhibition of speed if the prior act(s, occurred . in three (3) years of the presently charged offense. These prior act, ay always be G "ssible to show knowledge on the part of the defendant that ,creet race or reckle. 'riving exhibition was taking place at the time of the presen+' oarged offense. Prior acts not limited to those that occurred within the City of Sr A Ana. Section 3. The City Council finds that this ora, �p . iot subject to the California Environmental Quality Act under California Code of rep ions, Title 14, Section 15060, subdivision (c)(2), because the activity • ill not result in a L. or reasonably foreseeable indirect physical change in the envi, nor under s ion (c)(3) because the activity has no potential for resulting , -)hy5,_ mange to tt vironment, directly or indirectly and so is not a project. Section 4. If any sP-`- reason held to be un,- remaining portions or ..s ordirn passed this ordinp - and each of the fact that . one or mr invalid or unconst, Nnal. subsectic r' .se, or clause of this ordinance is for any ,al, such cision shall not affect the validity of the 3. The Cis ,ouncil hereby declares that it would have ction, subs ion, phrase or clause thereof irrespective +;-ns, suL actions, phrases or clauses be declared (Z- q. The of the Council shall certify to the adoption of this ordinance and ,c: uio to be '�lished in the manner prescribed by law. Section 6.Th,-dinancL shall take effect and be in full force thirty (30) days from after its final pas: e. -)OPTED thi day of , 2023. Valerie Amezcua Mayor City Council 27 — 4 9/19/2023 4 APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By. 1 0 Tamara Bogosian Senior Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT Councilmembers Councilmembers Councilmembers Councilmembers CERTIFICATE OF A ` "ION AND Or 'NALITY I, Jennifer Hall Clerk of the Council, do . -eby attr -1 certify that the attached Ordinance No. NS-XXX to be the origins. -din?. adop.- oy the City Council of the City of Santa Ana on _ , . �' .nd that said ordinance was published in accordance with the the City c. anta Ana. Date: �.... , Council City of Santa Ana City Council 27 — 5 9/19/2023 5 a� SANT9 CITY . 1 1 1 l n ti� City Council Meeting Date September 19, 2023 Subject Noncitizen Voting in City Council and Mayoral Elections Councilmember-Requested Item Title Discuss and consider directing the City Manager and the City Attorney to prepare for the City Council's consideration resolution options to place the issue of noncitizen voting in city council and mayoral elections on the November 2024 ballot. Further discuss and consider directing the City Manager to prepare a cost and implementation analysis of establishing noncitizen voting. Discussion Noncitizens in the United States have historically been allowed to vote in federal, state, and local elections. Between 1776 and 1926, forty states at some point allowed noncitizen residents to legally vote.' Currently, seventeen jurisdictions allow noncitizen residents to legally vote in local elections, including San Francisco and Oakland.2 Noncitizen residents make up about 24 percent of Santa Ana's population .3 About 30 percent of voting - age residents in Santa Ana are noncitizens.' The American Immigration Council estimates that immigrant residents, including noncitizen residents, in Orange County contributed $10.5 billion in taxes in 2018.5 Santa Ana is home to the largest share of noncitizen residents of all Orange County cities, and nearly 20 percent of the county's noncitizen resident population resides in Santa Ana.6 While all residents regardless of citizenship status contribute to the local economy and are subject to local laws, many are unable to participate in the elections of local lawmakers who shape the local policies they must abide by, including local tax policies. In August 2023, the California First District Court of Appeal rejected a legal challenge to San Francisco's charter amendment that allows for noncitizen voting in school board elections. The Court reasoned that "neither the plain language of the Constitution nor its history prohibits legislation expanding the 1 Ron Hayduk, "Early American History," accessed September 9, 2023, https://www.immigrantvotingrights.com/americanhistorV. 2 Ron Hayduk, "Cities with Rights," accessed September 9, 2023, https://www.immigrantvotingrights.com/cities-with-rights 3 United States Census Bureau American Community Survey 5-Year Estimate, 2021. 4 United States Census Bureau American Community Survey 5-Year Estimate, 2021. 5 American Immigration Council, "Map the Impact," accessed September 3, 2023, https://data.americanimmigrationcouncil.org/map-the-impact/ 6 United States Census Bureau American Community Survey 5-Year Estimate, 2021. City Council 28 — 1 9/19/2023 electorate to noncitizens."' The Court also stressed the strength of San Francisco's amendment given its passage as a ballot measure by the electorate. The plaintiff filed a motion for a rehearing from the court, but this request was denied, upholding the constitutionality of expanding local voting rights in California, especially when approved by voters. Santa Ana has previously considered measures that would permit all its residents to participate in the political process, and the City Council has already set the stage to ensure that noncitizen residents can feel safe participating. For example, Santa Ana has been a sanctuary city since 2016,8 and the City Council has consistently approved funding for its Deportation Defense Fund since 2017.1 In March 2021, the City Council then amended the Municipal Code to allow qualified residents, including noncitizens, to serve on Santa Ana's boards, commissions, and committees.10 And last July, the City Council considered a charter amendment to expand voting to noncitizen residents in school district and city council elections.11 Given the timing and the trial court ruling setting aside San Francisco's immigrant voting charter amendment, however, the city council temporarily shelved the issue. The First District Court of Appeal has now firmly rejected that trial court ruling, making clear that charter cities like Santa Ana have home rule authority to expand voting in local elections to its noncitizen residents. We are proposing that the City Council discuss and consider directing the City Manager and the City Attorney to prepare for the City Council's consideration resolution options to place the issue of noncitizen voting in city council and mayoral elections on the November 2024 ballot. One resolution would involve a ballot measure to amend the Charter to expand voting, while the other resolution would involve a ballot measure to allow the City Council and Mayor to amend the Charter to expand voting. We are further proposing that the City Council discuss and consider directing the City Manager to prepare a cost and implementation analysis of establishing noncitizen voting. Submitted By Councilmember Johnathan Ryan Hernandez Councilmember Benjamin Vazquez ' James V. Lacy v. City and County of San Francisco, 165899, Cal. App. 2023. 8 See, e.g., Resolution No. 2016-086 (resolution declaring that Santa Ana is a sanctuary city); Ordinance No. 2908 (sanctuary ordinance). 9 Immigration legal defense and universal representation, City of Santa Ana, https://www.santa-ana.org/immigration-legal-defense/. 10 See Ordinance No. NS-3003. 11 See Santa Ana July 19, 2022, City Council Meeting Minutes at 18. City Council 28 — 2 9/19/2023