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Agenda Packet_2024-07-16
City Council and Housing Authority Meeting Packet July 16, 2024 CLOSED SESSION MEETING — 4:00 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 Mayor Pro Tern — Ward 1 Jessie Lopez Councilmember - 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 Alvaro Nunez Jennifer L. Hall City Attorney Acting City Manager City Clerk In compliance with the Americans with Disabilities Act (ADA), if you need special assistance to participate in this Meeting, contact I 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/agendas-and-minutes. City Council 1 7/16/2024 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 7/16/2024 Members of the public may attend the City Council meeting in -person orjoin via Zoom. As a courtesy to the public, 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 eCommentO-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 —As a courtesy, 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:Hus02web.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) agenda/general comments, 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 I D 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 4:00 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. City Council 3 7/16/2024 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 the LIVE or IN - PERSON PUBLIC COMMENTS OPTION above. Speaker queue will open at 3.30 p.m. YOU MUST JOIN ZOOM OR THE CONFERENCE CALL and raise your hand BY 4.00 p.m. Speakers who are not in the speaker queue with their hand raised by 4:00 p.m. will not be permitted to speak. 2. LIVE PUBLIC COMMENTS ON REGULAR AGENDA ITEMS AND NON -AGENDA ITEMS (GENERAL PUBLIC COMMENT) — You can provide comments by joining Zoom or the Conference Call as described in the LIVE or IN -PERSON PUBLIC COMMENTS OPTION above. Speaker queue will open at 3.30 p.m. YOU MUST JOIN ZOOM OR THE CONFERENCE CALL and raise your hand PRIOR TO 5:45 p.m. Speakers who are not in the speaker queue with their hand raised 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. 4. LIVE PUBLIC COMMENTS ON HOUSING AUTHORITY 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 Consejo. La interpretacion simultanea all espanol se ofrece por medio del use de audifonos y la interpretacion consecutiva (espanol a Maids) tambien esta disponible para cualquiera aue desee dirigirse all consejo 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 rj) or download a pdf (the cloud symbol with the down arrow ). City Council 4 7/16/2024 CLOSED SESSION CALL TO ORDER ATTENDANCE Council Members Mayor Pro Tern Mayor Acting City Manager City Attorney City Clerk ROLL CALL Phil Bacerra Johnathan Ryan Hernandez Jessie Lopez David Penaloza Benjamin Vazquez Thai Viet Phan Valerie Amezcua Alvaro Nunez Sonia R. Carvalho Jennifer L. Hall ADDITIONSIDELETIONS 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: 1. CONFERENCE WITH LEGAL COUNSEL -EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: A. Vicente Gonzalez v. City of Santa Ana, Orange County Superior Court, Case No. 30- 2022-01240688-C U-PO-WJ C B. Rita Ramirez v. City of Santa Ana, Orange County Superior Court, Case No. 30-2022- 01287702-CU-OE-NJC C. Santa Ana Short Term Rental Alliance v. City of Santa Ana, Orange County Superior Court, Case No. 30-2024-014084861-CU-WM-WJC D. In re: National Prescription Opiate Litigation, United States District Court (N.D. Ohio), Case No. 1:17-and-2804 2. PUBLIC EMPLOYEE EMPLOYMENT/APPOINTMENT pursuant to Section 54957(b)(1) of the Government Code: Title: City Manager City Council 5 7/16/2024 3. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Agency Designated Representative: Jacob Green, Greg Devereaux Unrepresented Employee: City Manager RECONVENE — City Council will reconvene to continue regular City business. CITY COUNCIL REGULAR OPEN SESSION CALL TO ORDER ATTENDANCE Council Members Mayor Pro Tern Mayor Phil Bacerra Johnathan Ryan Hernandez Jessie Lopez David Penaloza Benjamin Vazquez Thai Viet Phan Valerie Amezcua Acting City Manager Alvaro Nunez City Attorney Sonia R. Carvalho City Clerk Jennifer L. Hall ROLL CALL PLEDGE OF ALLEGIANCE Mayor Amezcua WORDS OF INSPIRATION Pastor Greg Marquez, Immaculate Heart of Mary Catholic Church ADDITIONSIDELETIONS TO THE AGENDA CEREMONIAL PRESENTATIONS 1. Certificate of Recognition presented by Mayor Amezcua to Arturo Alvarez distinguished military service and exemplary contributions to the nonprofit organization U.S. Vets, Patriotic Hall 2. Proclamation presented by Councilmember Bacerra to the Orange County Goodwill in Recognition of their 100th Anniversary CLOSED SESSION REPORT — The City Attorney will report on any action(s) from Closed Session. PUBLIC COMMENTS — 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 7/16/2024 I CONSENT CALENDAR RECOMMENDED ACTION: Approve staff recommendations on the following Consent Calendar Items: 3 through 25 and waive reading of all resolutions and ordinances. 3. Excused Absences Department(s): City Clerk's Office Recommended Action: Excuse the absent members. 4. Minutes from the Regular Meeting of June 18, 2024 Department(s): City Clerk's Office Recommended Action: Approve minutes. 5. Appoint Joshua Jogwe Nominated by Mayor Pro Tern Phan as the Ward 1 Representative to the Parks and Recreation Commission for a Partial Term Expiring December 10, 2024 Department(s): City Clerk's Office Recommended Action: Appoint Joshua Jogwe to the Parks and Recreation Commission as the Ward 1 representative and administer Oath of Office. (Pursuant to SAMC Sec. 2- 326(a), requires five affirmative votes) 6. Appoint Cat Pham Nominated by Mayor Pro Tern Phan as the Ward 1 Representative to the Youth Commission for a Partial Term Expiring December 10, 2024 Department(s): City Clerk's Office Recommended Action: Appoint Cat Pham to the Youth Commission as the Ward 1 representative and administer Oath of Office. 7. Approve Destruction of Obsolete City Records Department(s): Police Department and Library Recommended Action: Approve the request for the destruction of obsolete records from the Police Department, Jail Bureau and the Library in accordance with the retention schedule outlined in City Council Resolution 2013-014. 8. Amendment to Agreement with Inland Moving & Storage Co., Inc. dba Burgess Moving & Storage for the Main Library and Newhope Library Projects (General Fund) Department(s): Library Recommended Action: Authorize the City Manager to execute an amendment to an agreement with Inland Moving & Storage, Co., Inc. dba Burgess Moving & Storage for additional moving and storage services for Main and Newhope Libraries, increasing compensation by $121,389, for a total amount not to exceed $345,313, and extending the term to December 31, 2026, with a provision for a one-year extension (Agreement No. A - City Council 7 7/16/2024 2024-XXX). 9. Amendments to an Agreement with Java Connections, LLC dba LaptopsAnytime for the Purchase and Installation of a New Laptop Dispenser Kiosk at the Future Delhi Library Branch, along with Hardware Support and Software Licensing for the Delhi Kiosk and Existing Newhope Library Kiosk (General Fund) Department(s): Library Recommended Action: Authorize the City Manager to execute two amendments to an agreement with Java Connections, LLC, dba LaptopsAnytime for the purchase and installation of a laptop dispenser kiosk at the future Delhi Branch Library, hardware support, and software licensing through September 30, 2026 for the Delhi and Newhope kiosks, increasing compensation by $48,924.39, for a total not -to -exceed amount of $76,548.25 (Agreement No. A-2024-XXX and A-2024-XXX). 10. Aggregate Agreements for Court Reporting and Transcription Services with Kennedy Court Reporters, Inc. and Regal Court Reporting, Inc. in an Aggregate Amount Not to Exceed $250,000 (Specification No. 24-034) (General Fund) Department(s): Human Resources Recommended Action: Authorize the City Manager to execute aggregate agreements with Kennedy Court Reporters, Inc. and Regal Court Reporting, Inc. to provide court reporting and transcription services for a three-year term beginning July 16, 2024 and ending July 15, 2027, with provisions for two, one-year extensions, in an amount not to exceed $250,000 (Core Agreement No. A-2024-XXX). 11. Agreement with MDG Associates, Inc. for the Preparation of the Fiscal Year 2025-29 Regional Assessment of Fair Housing and Memorandum of Understanding with Surrounding Jurisdictions Department(s): Community Development Agency Recommended Action: 1. Authorize the City Manager to execute an Agreement with MDG Associates, Inc. to prepare the Fiscal Year 2025-29 Regional Assessment of Fair Housing (AFH), whereby the City will act as the lead for the Regional AFH, in an amount not to exceed $159,882 for a one-year term beginning August 1, 2024 and expiring July 30, 2025 (Agreement No. A-2024-XXX). 2. Authorize the City Manager to execute a Memorandum of Understanding and Payment Agreement with all of the surrounding jurisdictions in Orange County to jointly engage MDG Associates, Inc. to provide a Regional AFH, and authorize the City Attorney to reasonably revise or amend the Memorandum of Understanding as needed in order to collect payment, substantially in the form attached hereto, with all of the surrounding jurisdictions participating in the Regional AFH (Agreement No. A-2024-XXX). City Council 8 7/16/2024 12. Conditional Grant Agreement for $2,200,000 and a Density Bonus Agreement with Habitat for Humanity of Orange County for the Development of Six Affordable Ownership Units Located at 1921 W Washington Avenue, Santa Ana, CA 92706 (Non -General Fund) Department(s): Community Development Agency Recommended Action: 1. Authorize the City Manager to execute a Conditional Grant Agreement with Habitat for Humanity of Orange County for $2,200,000 in Inclusionary Housing Funds for the development of six affordable ownership units located at 1921 W Washington Avenue, Santa Ana, CA 92706 (APN 405-101-37) (Agreement No. A-2024-XXX). 2. Approve an appropriation adjustment recognizing $2,200,000 in prior -year fund balance in the Inclusionary Housing Fund and appropriate the same into the Loans and Grants expenditure account (no. 41718820-69152). (Requires five affirmative votes) 3. Authorize the City Manager to execute a Density Bonus Agreement with Habitat for Humanity of Orange County for a 45-year term for the development of six affordable ownership units located at 1921 W Washington Avenue, Santa Ana, CA 92706 (APN 405- 101-37) (Agreement No. A-2024-XXX). 4. Adopt a resolution approving Density Bonus Agreement No. 2024-01 as conditioned. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DENSITY BONUS AGREEMENT APPLICATION NO. 2024-01 AS CONDITIONED FOR A NEW FOR -SALE RESIDENTIAL DEVELOPMENT WITH SIX UNITS FOR THE PROPERTY LOCATED AT 1921 W WASHINGTON AVENUE (APN: 405-101-37) [includes determination that the recommended action is exempt from further review in accordance with the California Environmental Quality Act under Section 15195 (Residential Infill Exemption), as this project meets all the threshold criteria set forth in Section 15192 (Threshold Requirements for Exemption)] 13. Receive and File the Notification by the City Engineer of the Final Tract Map No. 2017-04, County Tract Map No. 17976 at 3025 West Edinger Avenue (Applicant: Haphan Group, Inc., a California Corporation) Department(s): Public Works Agency Recommended Action: Receive and file the notification. 14. Construction Contract to Loengreen, Inc. for the Council Chambers ADA Restroom and Translation Booth Remodel Project (Project No. 22-0504) (Non -General Fund) Department(s): Public Works Agency Recommended Action: 1. Approve an appropriation adjustment recognizing $554,472 of prior -year fund balance in the CATV Fund, Prior Year Carry Forward revenue account and appropriate the same amount to the CATV Fund, Buildings & Building Improvements expenditure account. (Requires five affirmative votes) City Council 9 7/16/2024 2. Approve an appropriation adjustment recognizing $554,472 of prior -year fund balance in the Liability and Property Insurance Fund, Prior Year Carry Forward revenue account and appropriate the same amount to the Risk Management Projects, Buildings & Building Improvements expenditure account. (Requires five affirmative votes) 3. Award construction contract to Loengreen, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $821,440 for construction of the Council Chambers ADA Restroom and Translation Booth Remodel Project, for the term beginning July 16, 2024 and ending upon project completion, and authorize the City Manager to execute the contract. 4. Approve the Project Cost Analysis for a total estimated construction delivery cost of $1,108,994 which includes $821,440 for the construction contract, $123,216 for contract administration, inspection, and testing, and a $164,288 project contingency for unanticipated or unforeseen work. 5. Approve an amendment to the Fiscal Year 2024-25 Capital Improvement Program to include $1,108,944 in construction funding from the CATV Fund and Liability Property Insurance Fund. 15. Agreements with Willdan Engineering Inc., TKE Engineering, Inc., Charles Abbott Associates, Inc., Harris & Associates, Inc., and Cannon Corporation for On -Call Engineering Plan Check Services Department(s): Public Works Agency Recommended Action: Authorize the City Manager to execute agreements with the firms listed below to provide on -call engineering plan check services for a three-year period beginning July 16, 2024, and expiring June 30, 2027, with a provision for one, two-year renewal option for a total aggregate amount not to exceed $1,500,000 for the term of the agreement and for the total annual compensation not to exceed $300,000, including renewal options, exercisable by the City Manager (Core Agreement No. A-2024-XXX). Firms Location Wlldan Engineering, Inc. Anaheim, CA TKE Engineering, Inc. Riverside, CA Charles Abbott Associates, Inc. Mission Viejo, CA Harris & Associates, Inc. Irvine, CA Cannon Corporation 11rvine, CA 16. Appropriation Adjustment and Amendment to the Agreement with Aqua -Metric Sales Company to Add Funds to the Automated Metering Infrastructure Project (Project No. 16- 6460) (Non -General Fund) Department(s): Public Works Agency Recommended Action: 1. Approve an appropriation adjustment to recognize $15,000,000 of prior -year fund balance in the Public Works Water Revenue, Prior Year Carryforward and Water Utility Capital, Transfer from Fund 060 revenue accounts, and appropriate to the Water — City Council 10 7/16/2024 Interfund Transfer, Transfer to Fund 066 and Water Utility Capital Projects, Water Capital Project expenditure accounts (Requires five affirmative votes). 2. Authorize the City Manager to execute a first amendment with Thirkettle Corporation, dba Aqua -Metric Sales Company, to increase the not -to -exceed amount by $6,000,000, including a contingency of $1,500,000, for a new not -to -exceed amount of $35,683,230 (Agreement No. A-2024-XXX). 3. Approve an amendment to the Fiscal Year 2024-2025 Capital Improvement Program to include $15,000,000 in construction funds for the Automated Metering Infrastructure Project (Project No. 16-6460). 17. Additional Contingency Funds in the Amount of $625,000 for an Existing Construction Contract with EverLevel Holdings, LLC for the First Street Slope Stabilization Project (Project No. 22-1341) (Revive Santa Ana Program) Department(s): Public Works Agency Recommended Action: 1. Approve an amendment to the Project Cost Analysis in the amount of $625,000 in additional contingency funds for a new total estimated construction delivery cost of $6,725,000. 2. Approve an amendment to the Fiscal Year 2024-25 Capital Improvement Program to include $625,000 of American Rescue Plan Act (ARPA) funds for the First Street Slope Stabilization Project (22-1341). 18. Purchase Order to Mike Prlich and Sons, Inc. for Concrete Collar Replacement for Water and Sewer Appurtenances (Bid No. 24-021) (Non -General Fund) Department(s): Public Works Agency Recommended Action: Award a blanket order contract to Mike Prlich and Sons, Inc. for concrete collar replacement for water and sewer appurtenances for an annual amount not to exceed $600,000, for a three-year term beginning July 1, 2024 and expiring June 30, 2027, with provisions for two 1-year renewal options. 19. Approve a Lease Agreement with PGH Wong Engineering, Inc. for Office Space at the Santa Ana Regional Transportation Center Department(s): Public Works Agency Recommended Action: Authorize the City Manager to execute a lease agreement with PGH Wong Engineering, Inc. to compensate the City $8,621 per month, with any partial month prorated at $287 per day, for the lease of approximately 3,284 square feet of office space located at the Santa Ana Regional Transportation Center for a twelve-month term beginning on July 17, 2024, and ending July 16, 2025, with the option of 12 one -month extensions, for a total of $207,456 in lease revenue for the entire term of the agreement, including optional extensions (Agreement No. A-2024-XXX). City Council 11 7/16/2024 20. Approve a Lease Agreement with Walsh Construction Company II, LLC for Office Space at the Santa Ana Regional Transportation Center Department(s): Public Works Agency Recommended Action: Authorize the City Manager to execute a lease agreement with Walsh Construction Company II, LLC to compensate the City $11,627 per month, with any partial month prorated at $388 per day, for the lease of approximately 4,429 square feet of office space located at the Santa Ana Regional Transportation Center for a 12-month term beginning on July 16, 2024 and ending July 15, 2025, with the option of 12 one -month extensions, for a total of $279,850 in lease revenue for the entire term of the agreement, including optional extensions (Agreement No. A-2024-XXX). 21. Construction Contract to AJ Fistes Corporation in the Amount of $719,100 for the Painting and Wrought Iron Restoration (Project No. 24-6060 & 24-6061) (Non -General Fund) Department(s): Public Works Agency Recommended Action: 1. Award a construction contract to AJ Fistes Corporation, the lowest responsible bidder, in accordance with the base bid in the amount of $719,100, subject to change orders for Painting and Wrought Iron Restoration for the term beginning upon execution of the contract and ending upon project completion, and authorize the City Manager to execute the contract. 2. Approve the Project Cost Analysis for a total estimated construction delivery cost of $1,197,000, which includes $719,100 for the construction contract, $107,865 for contract administration, inspection, and testing, and a $370,035 project contingency for unanticipated or unforeseen work. 3. Approve an amendment to the FY 2024-25 Capital Improvement Program to include $1,197,000 in construction funding approved in FY 2023-24 from the Clean California Local Grants Program through the California Department of Transportation. 4. Determine that, pursuant to the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER-2024-43 was filed for projects 24-6060 and 24-6061. 22. Agreement with Blue Technologies Smart Solutions for Access and Support Services for iManage Data Management Systems Department(s): City Attorney's Office Recommended Action: Authorize the City Manager to execute a three-year agreement with Blue Technologies Smart Solutions ("BlueTech") for continued access and support services for the iManage Data Management Systems ("iManage") for the period of August 1, 2024 through July 31, 2027 in the amount of $128,529, which includes the annual billing amount of $36,843 for the iManage System and a contingency amount of $18,000 to pay for additional support/maintenance and training services as directed by the City (Agreement No. A-2024-XXX). City Council 12 7/16/2024 23. Agreement for Tax Revenue Auditing, Analysis, Forecasting, and Reporting Services RFP (24-010) Department(s): Finance and Management Services Recommended Action: 1. Authorize the City Manager to execute agreements with Hinderliter, de Llamas and Associates ("HdL") and HdL Coren & Cone ("HdLCC") for various tax revenue services for an initial three-year term beginning July 1, 2024, with a provision for two one-year extensions exercisable by the City Manager and the City Attorney, in a total amount not to exceed $1,346,714, which includes a 20% general contingency (Agreement No. A-2024-XXX). 2. Adopt a resolution authorizing the release of information to HdL from the California Department of Tax & Fee Administration in connection with the auditing of Sales and Use Tax making certain determinations relating thereto and authorizing certain actions in connection therewith. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY OF SANTA ANA AUTHORIZING EXAMINATION OF SALES AND USE TAX RECORDS AND TRANSACTIONS AND USE TAX RECORDS 24. Resolution to Effect Certain Changes to the City's Basic Classification and Compensation Plan Department(s): Human Resources Recommended Action: Adopt a resolution to effect certain changes to the City's basic classification and compensation plan. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO EFFECT CERTAIN CHANGES TO THE CITY'S CLASSIFICATION AND COMPENSATION PLAN 25. Adopt Resolution to Summarily Vacate a Portion of Bristol Street - Abandonment 23-02 and Adopt Resolution Declaring Property as Exempt Surplus Department(s): Public Works Agency Recommended Action: 1. Adopt a resolution to summarily vacate excess Bristol Street right-of-way formerly portions of 1601 and 1607 North Bristol Street; Abandonment 23-02. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA SUMMARILY VACATING A PORTION OF A PUBLIC RIGHT-OF-WAY ADJACENT TO 1601 AND 1607 NORTH BRISTOL STREET (ABANDONMENT NO. 2023- 02) [includes determination that the vacation of the Vacation Area is exempt from environmental review under the California Environmental Quality Act (CEQA) pursuant to section 15378 of the State CEQA Guidelines because it can be seen with certainty that there is no possibility that it will have a significant impact of the environment.] 2. Adopt a resolution declaring City -owned property as exempt surplus land and directing the City Manager or designee to comply with the requirements of Government Code §54220 et seq. for the sale and transfer of ownership accordingly. City Council 13 7/16/2024 RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING PROPERTY NEAR 1601 AND 1607 NORTH BRISTOL AS EXEMPT SURPLUS LAND AND DIRECTING THE CITY MANAGER TO FOLLOW THE PROCEDURES SET FORTH IN THE SURPLUS LAND ACT, CALIFORNIA GOVERNMENT CODE SECTION 54220, ET SEQ., AS AMENDED, FOR THEIR DISPOSITION [includes determination that the sale of the property as surplus is exempt from environmental review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15312 (Surplus Government Property Sales)]. **END OF CONSENT CALENDAR" I BUSINESS CALENDAR 26. Consider Whether to Adopt Resolutions Authorizing Arguments, Rebuttal Arguments, and Impartial Analysis of Four Ballot Measures on the Ballot for the November 5, 2024 General Municipal Election Department(s): City Attorney's Office; City Clerk's Office Recommended Action: 1. Consider whether to approve RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING WRITTEN ARGUMENTS FOR THE BALLOT MEASURE SUBMITTED FOR THE NOVEMBER 5, 2024 GENERAL MUNICIPAL ELECTION REGARDING A PROPOSED CHARTER AMENDMENT TO AMEND CHARTER SECTIONS 401.5, 611, 702, 703, 1002 AND 1003 TO DELETE REFERENCES TO OBSOLETE JOB TITLES AND OBSOLETE BONDING REQUIREMENTS, SPECIFY THAT ALL DEPARTMENT HEADS ARE AT -WILL EMPLOYEES, ADDRESS DEFINITIONS OF FUNDS AND LEVIES FOR COMPLIANCE WITH STATE LAW, AUTHORIZE LIMITED PURCHASING AUTHORITY FOR THE CITY CLERK AND CITY ATTORNEY AND REQUIRE THE CITY COUNCIL TO ADOPT AN ORDINANCE TO ENFORCE THE ETHICS CODE; 2. Consider whether to approve RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING WRITTEN ARGUMENTS FOR THE BALLOT MEASURE SUBMITTED FOR THE NOVEMBER 5, 2024 GENERAL MUNICIPAL ELECTION REGARDING A PROPOSED CHARTER AMENDMENT TO AMEND CHARTER SECTION 402 TO INDEX COUNCIL COMPENSATION AT A SALARY OF THIRTY-THREE (33%) PERCENT OF THAT OF AN ORANGE COUNTY SUPERIOR COURT JUDGE; 3. Consider whether to approve RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING WRITTEN ARGUMENTS FOR THE BALLOT MEASURE SUBMITTED FOR THE NOVEMBER 5, 2024 GENERAL MUNICIPAL ELECTION REGARDING A PROPOSED CHARTER AMENDMENT TO AMEND CHARTER SECTION 1203 TO PERMIT NONCITIZEN VOTING IN ALL CITY MUNICIPAL ELECTIONS; and 4. Consider whether to approve RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF City Council 14 7/16/2024 THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING WRITTEN ARGUMENTS FOR THE BALLOT MEASURE SUBMITTED FOR THE NOVEMBER 5, 2024 GENERAL MUNICIPAL ELECTION REGARDING WHETHER TO ADOPT A RENT STABILIZATION AND JUST CAUSE EVICTION ORDINANCE. **END OF BUSINESS CALENDAR" PUBLIC HEARINGS PUBLIC COMMENTS — Members of the public may address the City Council on each of the Public Hearing items. 27. Public Hearing - Approve an Amended and Restated Regulatory Agreement for the Rehabilitation of Garden Court Apartments Located at 300 East Santa Ana Boulevard, Santa Ana, CA 92701, Adopt a Resolution Approving the Issuance of Revenue Bonds, and Conduct a Tax Equity Fiscal Responsibility Act (TEFRA) Hearing Legal notice published in the OC Reporter on July 9, 2024. Department(s): Community Development Agency Recommended Action: 1. Authorize the City Manager to execute an amended and restated agreement containing Affordable Housing Covenants with Orange Housing Development Corporation for the rehabilitation of Garden Court Apartments located at 300 East Santa Ana Boulevard, Santa Ana, CA 92701 (APN 398-323-08) (Contingent upon approval of Housing Authority Item # 3) (Agreement No. A-2024-XXX). 2. Approve the Relocation Plan and authorize the City Manager to approve amendments to the Relocation Plan prior to commencement of the rehabilitation of Garden Court Apartments, substantially in the draft form attached hereto, subject to changes consistent with the project approved by the City Manager and City Attorney. 3. 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 for C&C Development Co., LLC, to finance the acquisition, rehabilitation, improvement, and equipping of Garden Court Apartments located at 300 East Santa Ana Boulevard, Santa Ana, CA 92701 (APN 398-323-08). 4. Adopt a resolution approving the issuance of revenue bonds by the California Municipal Finance Authority in an amount not to exceed $55,000,000 for financing the rehabilitation of Garden Court Apartments. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ISSUANCE BY THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY OF EXEMPT FACILITY BONDS FOR THE GARDEN COURT APARTMENTS 5. Determine that the approvals and authorizations provided for herein do not constitute a "project" within the meaning of California Public Resources Code § 21065 and authorize filing a notice of exemption based on the "common sense" exemption of 14 C.C.R. § 15061(b)(3) to the extent any activity would be considered a "project" because it can be seen with certainty that there is no possibility that the activity in question may have a City Council 15 7/16/2024 significant effect on the environment and the activity is not subject to the California Environmental Quality Act (CEQA). 28. Public Hearing - Recovery of Uncollected Costs Incurred by the City Related to the Abatement of Dangerous and Abandoned Buildings Legal notice published in OC Reporter on July 3, 2024 and property owner notification letters mailed on same date. Department(s): Planning and Building Agency Recommended Action: 1. Adopt a resolution affirming the Fiscal Year 2023-2024 Dangerous and Abandoned Building Program Report and authorize the transmittal of uncollected charges incurred by the City related to the abatement of dangerous and abandoned buildings to the office of Auditor -Controller, County of Orange. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CONFIRMING THE COSTS OF SECURING AND/OR DEMOLITION OF VARIOUS STRUCTURES DECLARED TO BE PUBLIC NUISANCES; MAKING, CONFIRMING AND LEVYING ASSESSMENTS FOR SUCH COSTS; AND ORDERING SUCH COSTS TO BE RECORDED WITH THE ORANGE COUNTY RECORDER'S OFFICE 2. Determine that the proposed action does not constitute a "project" under the California Environmental Quality Act (CEQA) in accordance with section 15378(a) and (b)(5) as the adoption of this resolution authorizes an administrative action and will not result in a direct or reasonable foreseeable indirect physical change in the environment and there is no possibility it will have a significant effect on the environment. Accordingly, it is exempt from further CEQA review pursuant to section 15061(b)(3) and (b)(5) of the CEQA guidelines as amended. 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. 1. June 17-20, 2024 Mayor Amezcua — NALEO 41 st Annual Conference, Las Vegas, NV 2. June 18-20, 2024 Councilmember Penal oza — NALEO 41 st Annual Conference, Las Vegas, NV 3. June 18-20, 2024 Councilmember Vazquez — NALEO 41 st Annual Conference, Las Vegas, NV 4. June 19-20, 2024 Councilmember Hernandez — NALEO 41 st Annual Conference, Las Vegas, NV 5. June 19-21, 2024 Mayor Pro Tern Phan -1st Annual AAPI Lead Summit, Las Vegas, NV City Council 16 7/16/2024 6. June 19-21, 2024 Councilmember Bacerra —1st Annual AAPI Lead Summit, Las Vegas, NV ADJOURNMENT —Adjourn the City Council meeting and convene to the Housing Authority meeting. Future Items 1. Agreement for Dispatch Community Engagement Services 2. Agreement for Protection and Maintenance of the Japanese Garden Structure 3. Travel Santa Ana Annual Report POSTING STATEMENT: On July 9, 2024, 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/agendas-and-minutes. City Council 17 7/16/2024 HOUSING AUTHORITY CALL TO ORDER ATTENDANCE Authority Members Vice Chair Chair Acting City Manager City Attorney Recording Secretary ROLL CALL Phil Bacerra Johnathan Ryan Hernandez Jessie Lopez David Penaloza Benjamin Vazquez Thai Viet Phan Valerie Amezcua Alvaro Nunez Sonia R. Carvalho Jennifer L. Hall ADDITIONSIDELETIONS TO THE HOUSING AUTHORITY AGENDA PUBLIC COMMENTS — Members of the public may address Housing Authority on items on the Housing Authority agenda. I CONSENT CALENDAR RECOMMENDED ACTION: Approve staff recommendations on the following Consent Calendar Items: 1 and 3 and waive reading of all resolutions and ordinances. 1. Excused Absences Department(s): City Clerk's Office Recommended Action: Excuse the absent members. 2. Minutes from the Regular Meeting of June 4, 2024 Department(s): City Clerk's Office Recommended Action: Approve minutes. 3. Amended and Restated Regulatory Agreement for the Rehabilitation of Garden Court Apartments Located at 300 East Santa Ana Boulevard, Santa Ana, CA 92701 Department(s): Community Development Agency Recommended Action: 1. Authorize the Executive Director to consent to the termination of the Original Agreement in order for the Acting City Manager to execute the Amended and Restated Agreement Containing Affordable Housing Covenants with Orange Housing Development Corporation for the rehabilitation of Garden Court Apartments located at 300 City Council 18 7/16/2024 East Santa Ana Boulevard, Santa Ana, CA 92701 (APN 398-323-08). (Contingent upon approval of City Council Item # 27) (Agreement No. A-2024-XXX). 2. Approve the Relocation Plan and authorize the Acting City Manager to approve amendments to the Relocation Plan prior to commencement of the rehabilitation of Garden Court Apartments, substantially in the draft form attached hereto, subject to changes consistent with the project approved by the City Manager and City Attorney. **END OF CONSENT CALENDAR" HOUSING AUTHORITY MEMBER COMMENTS ADJOURNMENT —Adjourn the Housing Authority meeting. POSTING STATEMENT: On July 9, 2024, 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/agendas-and-minutes. City Council 19 7/16/2024 DRAFT Minutes of the Regular Meeting of the City Council City of Santa Ana, California 8ANA' � 7 U 7 rk to •.. 9 � t lFOSl� TELECONFERENCE INFORMATION: Pursuant to Government Code Section 54953(b), Mayor Amezcua and Councilmembers Penaloza and Vazquez will participate in the meeting via teleconference from Bellagio Las Vegas, 3600 Las Vegas Boulevard South, Las Vegas, NV 89109 (with the room number(s) posted in the conference center hallway). The Agenda will be posted at the teleconference location and any member of the public wishing to address the legislative body directly may do so at the teleconference location pursuant to Government Code Section 54954.3. June 18, 2024 CLOSED SESSION MEETING - 4:30 P.M. REGULAR OPEN MEETING - 5:30 P.M. (Immediately following the Closed Session Meeting) CITY COUNCIL CHAMBER 22 Civic Center Plaza Santa Ana, CA 92701 CLOSED SESSION CALL TO ORDER MINUTES: MayorAmezcua called the Closed Session meeting to order at 4.44 P.M. ATTENDANCE Council Members Phil Bacerra Johnathan Ryan Hernandez Jessie Lopez David Penaloza Benjamin Vazquez Mayor Pro Tern Thai Viet Phan Mayor Valerie Amezcua CITY COUNCIL City Council 1 4-1 JUNE 18, 2024 7/16/2024 Acting City Manager City Attorney City Clerk ROLL CALL Alvaro Nunez Sonia R. Carvalho Jennifer L. Hall MINUTES: City Clerk Jennifer L. Hall conducted roll call. Councilmembers Penaloza and Vazquez, and Mayor Amezcua were present via teleconference. Councilmembers Bacerra, Hernandez, and Lopez, and Mayor Pro Tem Phan were present in the Chamber. ADDITIONS\DELETIONS TO CLOSED SESSION MINUTES: None. PUBLIC COMMENTS-- Members of the public may address the City Council on Closed Session items. MINUTES: City Clerk Jennifer L. Hall reported out the summary of email comments received: one (1) Closed Session Agenda Item No. 1. The following speakers addressed City Council in-person.- 1. Carlos Perea spoke regarding Closed Session Agenda Item No. 1. 2. Vincent Tran spoke regarding Closed Session Agenda Item No. 1. 3. Claudia Morales (translation: Spanish) spoke regarding Closed Session Agenda Item No. 1. 4. Apolonio Cortes (translation: Spanish) spoke regarding Closed Session Agenda Item No. 1. RECESS — City Council will recess to Closed Session for the purpose of conducting regular City business. MINUTES: MayorAmezcua recessed to considerthe Closed Session items at 4:55 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: CITY COUNCIL E JUNE 18, 2024 City Council 4-2 7/16/2024 CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: A. James V. Lacy, United States Justice Foundation, California Public Policy Foundation, and Pasquale Talarico v. Jennifer Hall, in her official capacity as Santa Ana City Clerk and Bob Page, in his official capacity as Orange County Registrar of Voters, Orange County Superior Court, Case No. 30-2024- 01402208-CU-WM-CJC 2. PUBLIC EMPLOYEE EMPLOYMENT/APPOINTMENT pursuant to Government Code Section 54957(b)(1): Title: City Manager 3. CONFERENCE WITH LABOR NEGOTIATOR pursuant to California Government Code Section 54957.6(a): Agency Designated Representative(s): Jacob Green, Greg Devereaux Unrepresented Employee: City Manager CLOSED SESSION REPORT —The City Attorney will report on any action(s) from Closed Session. RECONVENE — City Council will reconvene to continue regular City business. CITY COUNCIL 3 JUNE 18, 2024 City Council 4-3 7/16/2024 TELECONFERENCE INFORMATION: Pursuant to Government Code Section 54953(b), Mayor Amezcua and Councilmembers Penaloza and Vazquez will participate in the meeting via teleconference from Bellagio Las Vegas, 3600 Las Vegas Boulevard South, Las Vegas, NV 89109 (with the room number(s) posted in the conference center hallway). The Agenda will be posted at the teleconference location and any member of the public wishing to address the legislative body directly may do so at the teleconference location pursuant to Government Code Section 54954.3. CITY COUNCIL REGULAR OPEN SESSION CALL TO ORDER MINUTES: MayorAmezcua reconvened the City Council Meeting to order at 5.45 P.M. ATTENDANCE Councilmembers Mayor Pro Tern Mayor Acting City Manager City Attorney City Clerk Rni I C01 I Phil Bacerra Johnathan Ryan Hernandez Jessie Lopez David Penaloza Benjamin Vazquez Thai Viet Phan Valerie Amezcua Alvaro Nunez Sonia R. Carvalho Jennifer L. Hall MINUTES: City Clerk Jennifer L. Hall conducted roll call. Councilmembers Penaloza and Vazquez, and Mayor Amezcua were present via teleconference. Councilmembers Bacerra, Hernandez, and Lopez, and Mayor Pro Tem Phan were present in the Chamber. PLEDGE OF ALLEGIANCE WORDS OF INSPIRATION Mayor Amezcua Police Chaplain Rupert Vega ADDITIONS\DELETIONS TO THE AGENDA MINUTES: City Clerk Jennifer L. Hall announced a revision to Agenda Item No. 16 that the resolution for classification and compensation was removed from consideration. CITY COUNCIL 0 JUNE 18, 2024 City Council 7/16/2024 CEREMONIAL PRESENTATIONS 1. Certificate of Recognition presented by Councilmember Lopez to Union Trans GNC for their contributions to the community MINUTES: Councilmember Lopez presented a certificate of recognition to Union Trans GNC for their contributions to the community. CLOSED SESSION REPORT —The City Attorney will report on any action(s) from Closed Session. MINUTES: Chief Assistant City Attorney Laura Rossini announced there was no reportable action. PUBLIC COMMENTS.— Public comments will be held during the beginning of the meeting for ALL comments on agenda and non -agenda items. MINUTES: City Clerk Jennifer L. Hall reported out the summary of email comments received: one (1) Agenda Item No. 16, three (3) Agenda Item No. 17, one (1) Agenda Item No. 18, one (1) Agenda Item No. 19, and three (3) non -agenda comments. The following speakers addressed City Council in-person.- 1. Vincent Tran spoke regarding Agenda Item No. 17. 2. Claudia Morales (translation: Spanish) spoke regarding Agenda Item No. 17. 3. Apolonio Cortes (translation: Spanish) spoke regarding Agenda Item No. 17. 4. Carlos Perea spoke regarding Agenda Item No. 17. 5. Mario Reyes asked for assistance regarding the approval for firework fundraising for his organization. 6. Mark Lopez spoke regarding Agenda Item No. 17 and illegal fireworks. 7. George Boutros spoke regarding the Related Bristol project. 8. Carl Benninger spoke regarding the Com-Link Awards, rent control, and electric scooters. 9. Dale Helvig spoke regarding Agenda Item No. 17. The following speakers addressed City Council via teleconference: 10. Caller 430 expressed concern regarding housing vouchers and inspections. CITY COUNCIL City Council JUNE 18, 2024 4-5 7/16/2024 11. Trisha Hernandez expressed concern regarding overflow of dumpsters at her apartment complex. CONSENTCALENDAR RECOMMENDED ACTION: Approve staff recommendations on the following Consent Calendar Items: 2 through 16 and waive reading of all resolutions and ordinances. MINUTES: At 6:39 P.M., the Consent Calendar was considered. Councilmember Hernandez announced a no vote on Agenda Item No. 12 and requested to comment on Agenda Item Nos. 13 and 14. Councilmember Penaloza pulled Agenda Item No. 12. MOTION: Councilmember Hernandez moved to approve Consent Calendar Item Nos. 2 through 16 with the exception of Agenda Item No. 12 pulled for separate discussion and consideration, seconded by Mayor Amezcua. The motion carried, 7-0, by the following roll call vote: AYES: COUNCILMEMBER BACERRA, COUNCILMEMBER HERNANDEZ, COUNCILMEMBER LOPEZ, COUNCILMEMBER PENALOZA, COUNCILMEMBER VAZQUEZ, MAYOR PRO TEM PHAN, MAYOR AMEZCUA NOES: NONE ABSTAIN: NONE ABSENT: NONE Status: 7 — 0 — Pass 2. Excused Absences Department(s): City Clerk's Office Recommended Action: Excuse the absent members. 3. Minutes from the Regular Meeting of June 4, 2024 Department(s): City Clerk's Office Recommended Action: Approve minutes. 4. Appoint Neylen Adoni Munoz Nominated by Councilmember Penaloza as the Ward 6 Representative to the Youth Commission for a Partial Term Expiring December 8, 2026 Department(s): City Clerk's Office CITY COUNCIL 0 JUNE 18, 2024 City Council 4-6 7/16/2024 Recommended Action: Appoint Neylen Adoni Munoz to the Youth Commission as the Ward 6 representative and administer the Oath of Office. (Pursuant to SAMC Sec. 2-326(a), requires five affirmative votes) 5. Approve Agreement with Elite Command Training for Training Services in the Amount of $279,890 for the Urban Areas Security Initiative Grant Program (Non -General Fund) Department(s): Police Department Recommended Action: Authorize the City Manager to execute an agreement, with Elite Command Training to provide on -going training deliverables to the Anaheim/Santa Ana Urban Area on an as -needed basis, for the three-year period of June 18, 2024 through June 17, 2027, with two one-year renewal options, in an amount not to exceed $279,890 (Agreement No. 2024-083). 6. Approve Agreement with CDCE, Inc. for Mobile Data Communications Equipment and Installation Services (Spec No. 24-064) (General Fund and Non -General Fund) Department(s): Police Department Recommended Action: Authorize the City Manager to execute an agreement with CDCE, Inc. to provide mobile data communications equipment and installation services in an amount not to exceed $524,724 including a $25,000 contingency amount, for a term beginning June 18, 2024 and expiring June 17, 2029 (Agreement No. A-2024-084). 7. Approve an Agreement with Community SeniorServ, Inc. dba Meals On Wheels Orange County for the Senior Meals Program (General Fund) Department(s): Parks, Recreation, and Community Services Recommended Action: Authorize the City Manager to execute an agreement with Community SeniorServ, Inc. dba Meals On Wheels Orange County for the Senior Meals Program in an amount of $90,300 for base services (Home Delivered Meals and Lunch Cafe Programs) and $9,700 for additional as needed services, for a total not to exceed amount of $100,000 for the period July 1, 2024 to June 30, 2025 to be funded by the General Fund (Agreement No. A-2024-085). 8. Approve an Agreement with Coach Max Corp and Elite Executive Charter, LLC to Provide Charter Bus Transportation Services (General Fund) Department(s): Parks, Recreation, and Community Services Recommended Action: Authorize the City Manager to execute aggregate agreements with Coach Max Corp and Elite Executive Charter, LLC to provide charter CITY COUNCIL City Council 7 JUNE 18, 2024 4-7 7/16/2024 bus transportation for City programs and events for a term from July 1, 2024 through June 30, 2027, with two (2), one (1) year renewal options for a total amount, including extensions, not -to -exceed $500,000 (General Fund) (Agreement Nos. A-2024-086 and A-2024-087). 9. Adopt a Resolution and Approve an Appropriation Adjustment to Accept the State California Volunteers Award Agreement JP2017-GFI Department(s): Community Development Agency Recommended Action: 1. Adopt a resolution to accept the State California Volunteers grant award, and authorize the City Manager to enter into State of California — Department of General Services, Standard Agreement No. JP2017-GF1 (Grant Agreement) for $2,000,000 for the Youth Employment Project (Project). RESOLUTION NO. 2024-027 entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ACCEPTANCE OF GRANT FUNDS FOR CALIFORNIA VOLUNTEERS 2023 #CALIFORNIANSFORALL YOUTH SERVICE CORPS THROUGH THE STATE OF CALIFORNIA FOR THE CITY OF SANTA ANA YOUTH EMPLOYMENT PROJECT 2. Authorize the City Manager, or designee, to conduct all negotiations, sign, and submit all documents, including, but not limited to applications, agreements, amendments, and payment requests, which may be necessary for the completion of the Project scope, including but not limited to agreements with contractors, consultants, and vendors detailed in Exhibit B Budget Detail of the Grant Agreement. 3. Approve an appropriation adjustment to recognize $2,000,000 in funds from ARPA - CA FOR ALL YOUTH WDP-State Grant -Direct account (no. 18318002-52025) and appropriating the same amount to expenditure account (no. 18318763- various). (Requires five affirmative votes) 10.Adopt a Resolution Approving the City's Annual Statement of Investment Policy 2024-2025; Receive and File Annual Statement of Investment Policy 2024-2025 Department(s): Finance and Management Services Recommended Action: 1. Adopt a Resolution approving the City's 2024-2025 Investment Policy. RESOLUTION NO. 2024-028 entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE CITY'S STATEMENT OF INVESTMENT POLICY CITY COUNCIL JUNE 18, 2024 City Council 4-8 7/16/2024 2. Receive and file the Annual Statement of Investment Policy 2024-2025. 11.Adopt a Resolution Establishing the Appropriations Limit of the City of Santa Ana for FY 2024-25 Department(s): Finance and Management Services Recommended Action: Adopt a resolution establishing the appropriations limit of the City of Santa Ana for FY 2024-25, as required by state law. RESOLUTION NO. 2024-029 entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ESTABLISHING THE APPROPRIATION LIMIT OF THE CITY OF SANTA ANA FOR FISCAL YEAR 2024-2025 AGENDA ITEM NO. 12 WAS PULLED FOR SEPARATE DISCUSSION AND CONSIDERATION 12.Adoption of a Memorandum of Understanding (MOU) Establishing the Terms and Conditions of Employment for Classifications Represented by the Santa Ana Police Officers Association (SAPOA) Effective January 1, 2024 through June 30, 2027, and Adoption of a Resolution Updating the Compensation and Salary Schedule of Sworn Classifications of the Santa Ana Police Management Association (SAPMA) Department(s): Human Resources Recommended Action: 1. Authorize the City Manager to execute a Memorandum of Understanding with SAPOA regarding wages, hours, and other terms and conditions of employment effective January 1, 2024 through June 30, 2027, and authorize non -substantive changes which may be necessary to implement the agreement (Agreement No. A-2024-088); and 2. Approve a Resolution updating the compensation and salary schedule for sworn classifications of the SAPMA. RESOLUTION NO. 2024-030 entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO EFFECT CERTAIN CHANGES TO THE CITY'S CLASSIFICATION AND COMPENSATION PLAN MINUTES: Councilmember Penaloza spoke in support of the item. Mayor Amezcua spoke in support of the item and spoke regarding the need to retain and hire personnel. CITY COUNCIL I JUNE 18, 2024 City Council 4-9 7/16/2024 Councilmember Lopez spoke regarding the City's structural deficit, asked for clarification regarding the impact and plan for funding the following years, and expressed concern regarding the budget trajectory. Acting City Manager Alvaro Nunez spoke regarding the budget and outlook of Measure X. Councilmember Bacerra spoke in support of the item. Mayor Pro Tem Phan spoke regarding the cost associated with MOU and previous MOU approvals, and in support of the item. Councilmember Vazquez spoke in opposition to the item and expressed concern regarding the budget. Councilmember Hernandez spoke in opposition to the item and spoke regarding having a balanced budget. Councilmember Penaloza spoke regarding the City's fiscal future and previous MOU approvals for SAPOA. Mayor Pro Tem Phan spoke regarding union compensation approvals and police compensation and classification study, and spoke in support of the item. Councilmember Bacerra spoke regarding the political components. Councilmember Lopez spoke regarding fair compensation and competitiveness and expressed concern regarding the fiscal impact. Mayor Pro Tem Phan spoke regarding improving public safety. Mayor Amezcua spoke regarding the SAPOA pay rankings and the budget survey top two issues — homelessness and public safety. MOTION: Councilmember Penaloza moved to approve the recommended action for Item No. 12, seconded by Councilmember Bacerra. The motion carried, 4-3, by the following roll call vote: AYES: COUNCILMEMBER BACERRA, COUNCILMEMBER PENALOZA, MAYOR PRO TEM PHAN, MAYOR AMEZCUA NOES: COUNCILMEMBER HERNANDEZ, COUNCILMEMBER LOPEZ, COUNCILMEMBER VAZQUEZ ABSTAIN: NONE ABSENT: NONE Status: 4 — 3 — Pass CITY COUNCIL City Council 10 JUNE 18, 2024 4 — 10 7/16/2024 RECESS MINUTES: Mayor Amezcua recessed the City Council meeting at 7:23 P.M. RECONVENE MINUTES: Mayor Amezcua reconvened the City Council meeting at 7:38 P.M. 13.Adopt a Resolution Authorizing Ceremonial Street Naming of Virginia and William Guzman Way (General Fund) Department(s): Public Works Agency Recommended Action: 1. Adopt a resolution authorizing the Ceremonial Street Naming of Virginia and William Guzman Way along Santa Ana Boulevard from Pacific Avenue to Forest Avenue. RESOLUTION NO. 2024-031 entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DIRECTING AND AUTHORIZING A CEREMONIAL STREET NAME OF VIRGINIA AND WILLIAM GUZMAN WAY ALONG SANTA ANA BOULEVARD FROM PACIFIC AVENUE TO FOREST AVENUE 2. Direct Staff to install two ceremonial street signs along Santa Ana Boulevard at the intersections of Pacific Avenue and Forest Avenue. MINUTES: Councilmember Hernandez spoke regarding the historical significance of the ceremonial street sign. 14.Adopt a Resolution Authorizing Ceremonial Street Naming of Warren Bussey Square (General Fund) Department(s): Public Works Agency Recommended Action: 1. Adopt a resolution authorizing the Ceremonial Street Naming of Warren Bussey Square at the intersection of Pacific Avenue and Walnut Street. RESOLUTION NO. 2024-032 entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DIRECTING AND AUTHORIZING A CEREMONIAL STREET NAME OF WARREN BUSSEY SQUARE AT THE INTERSECTION OF PACIFIC AVENUE AND WALNUT STREET 2. Direct Staff to install two ceremonial street signs at the intersection of Pacific Avenue and Walnut Street. CITY COUNCIL City Council 11 JUNE 18, 2024 4 —11 7/16/2024 MINUTES: Councilmember Hernandez spoke regarding the historical significance of the ceremonial street sign. 15.Second Reading of the Local Resident Preference in Affordable Housing Ordinance First reading at the June 4, 2024 City Council meeting and approved by a vote of 7-0. Published in the OC Reporter on June 10, 2024. Department(s): Community Development Agency Recommended Action: Conduct a second reading of the Local Resident Preference in Affordable Housing Ordinance to comply with the State of California Local Tenant Preferences to Prevent Displacement Act and codify the City's existing local resident preference policy. ORDINANCE NO. NS-3066 entitled AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CREATING A NEW ARTICLE XXI IN CHAPTER 8 OF THE MUNICIPAL CODE TO CODIFY THE CITY'S LOCAL RESIDENT PREFERENCE IN AFFORDABLE HOUSING (includes determination that the ordinance is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) because the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment and 15060(c)(3) because the activity is not a project as defined in Section 15378 of the CEQA Guidelines) 16.Second Reading and Adoption of City Council Ordinance No. NS-3067 Appropriating Monies to the Several Offices, Agencies, and Departments of the City of Santa Ana for the Fiscal Year Budget Period Commencing July 1, 2024 First reading at the June 4, 2024 City Council meeting and approved by a vote of 7-0. Published in the OC Reporter on June 10, 2024. Department(s): Finance and Management Services Recommended Action: Approve the second reading and adopt Ordinance No. NS- 3067 to appropriate monies to the several offices, agencies, and departments of the City for Fiscal Year 2024-25 (FY24-25), which begins on July 1, 2024 and ends on June 30, 2025. (Requires five affirmative votes) CITY COUNCIL City Council 12 JUNE 18, 2024 4 — 12 7/16/2024 UNCODIFIED ORDINANCE NO. NS-3067 entitled AN UNCODIFIED ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROPRIATING MONIES TO SEVERAL OFFICES, AGENCIES, AND DEPARTMENTS OF THE CITY FOR FISCAL YEAR BUDGET PERIOD COMMENCING JULY 1, 2024 **END OF CONSENT CALENDAR** BUSINESS CALENDAR MINUTES: At 7.46 P.M., the Business Calendar was considered. 17. Review of City Charter Amendments Concerning Rent Stabilization Ordinance and Non -Citizen Voting and Resolutions Required to Submit to Voters at the November 5, 2024 Municipal Election Ballot Measures Relating to Proposed Charter Amendments Concerning Ethics Code, Capital Improvement Funds, City Clerk and City Attorney Authority, Civil Service, and Council Compensation Department(s): City Attorney's Office Recommended Action: 1. Adopt a resolution giving notice of the City's General Municipal Election to be held in the City of Santa Ana on November 5, 2024 for the submission of questions to the voters relating to proposed amendments to the City Charter; RESOLUTION NO. 2024-033 entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA GIVING NOTICE OF A GENERAL MUNICIPAL ELECTION TO BE HELD IN THE CITY OF SANTA ANA ON NOVEMBER 5, 2024 FOR THE SUBMISSION TO THE VOTERS OF QUESTIONS RELATING TO THE AMENDMENT OF THE CITY CHARTER IN REGARD TO SECTIONS 401.5 (ETHICS CODE), 402 (COUNCIL COMPENSATION), 611 (CAPITAL IMPROVEMENT FUNDS), 702 (CITY CLERK AUTHORITY), 703 (CITY ATTORNEY AUTHORITY), 1002 (CIVIL SERVICE), AND 1103 (BONDS) 2. Adopt a resolution designating the ballot questions related to the proposed City Charter amendments; RESOLUTION NO. 2024-034 entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA SETTING FORTH THE LANGUAGE OF BALLOT TITLES FOR CITY CHARTER AMENDMENTS REGARDING CLEAN-UP OF OBSOLETE SECTIONS, CIVIL SERVICE, ETHICS CODE, CITY CLERK AND CITY ATTORNEY AUTHORITY AND COUNCIL COMPENSATION TO BE INCLUDED ON THE BALLOT FOR THE 2024 GENERAL MUNICIPAL ELECTION CITY COUNCIL 13 JUNE 18, 2024 City Council 4 — 13 7/16/2024 3. Review City Charter amendments concerning rent stabilization and just cause eviction ordinance and consider whether to adopt revised resolution; and RESOLUTION NO. 2024-035 entitled RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA GIVING NOTICE OF A GENERAL MUNICIPAL ELECTION TO BE HELD IN THE CITY OF SANTA ANA ON NOVEMBER 5, 2024 FOR THE SUBMISSION OF A BALLOT MEASURE TO THE QUALIFIED VOTERS PROPOSING A RENT STABILIZATION AND JUST CAUSE EVICTION ORDINANCE AND REQUESTING THE ORANGE COUNTY BOARD OF SUPERVISORS TO CONSOLIDATE THIS ELECTION WITH THE STATEWIDE GENERAL ELECTION 4. Review City Charter amendment concerning non -citizen voting and consider whether to adopt revised resolution. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CALLING AND GIVING NOTICE OF A GENERAL MUNICIPAL ELECTION TO BE HELD IN THE CITY OF SANTA ANA ON NOVEMBER 5, 2024 FOR THE SUBMISSION OF A BALLOT MEASURE TO THE QUALIFIED VOTERS ASKING IF THE CITY OF SANTA ANA SHOULD PERMIT NONCITIZEN VOTING IN ALL CITY MUNICIPAL ELECTIONS MINUTES: City Attorney Sonia Carvalho gave a brief report and spoke regarding the proposed rent stabilization resolution. Mayor Pro Tem Phan asked for clarification regarding the clean-up language related to the super -majority vote in the ordinance. City Attorney Carvalho provided clarification regarding the proposed revised ordinance resolution. MOTION: Mayor Pro Tern Phan moved to approve recommended action No. 3 for Agenda Item No. 17, seconded by Councilmember Hernandez. The motion carried, 4-3, by the following roll call vote: AYES: COUNCILMEMBER HERNANDEZ, COUNCILMEMBER LOPEZ, COUNCILMEMBER VAZQUEZ, MAYOR PRO TEM PHAN NOES: COUNCILMEMBER BACERRA, COUNCILMEMBER PENALOZA, MAYOR AMEZCUA ABSTAIN: NONE ABSENT: NONE Status: 4 — 3 — Pass CITY COUNCIL 14 JUNE 18, 2024 City Council 4 — 14 7/16/2024 MINUTES: City Attorney Carvalho spoke regarding the AdHoc Committee and the first proposed ballot measure question related to ethics and conduct, CIP fund, bonds, and City Clerk and City Attorney authority. Councilmember Penaloza suggested the language in section 702 for the City Clerk and section 703 for the City Attorney be changed to "enter into contracts related to the City Clerk/City Attorney based upon the City's purchasing policies and dollar limitations as established by the City Council." Mayor Pro Tem Phan asked for clarification regarding the current proposed language related to authority. City Attorney Carvalho suggested the language in sections 702 and 703 be amended to allow City Council additional flexibility to state "based upon the City's purchasing policies and dollar limitations as established for the City Manager or at such other amount established by the City Council." Mayor Pro Tem Phan requested the new flexibility language be added. Councilmember Lopez requested context related to the elimination of the personnel board or enforcement code language. City Attorney Carvalho stated the proposal does not include an action on the personnel board or enforcement code language. MOTION: Mayor Pro Tem Phan moved to approve the first ballot measure question (exhibit A) related to ethics and conduct, CIP fund, bonds, and City Clerk and City Attorney authority, as amended to include "or at such other amount established by the City Council" to sections 702 and 703, seconded by Councilmember Penaloza. The motion carried, 7-0, by the following roll call vote: AYES: COUNCILMEMBER BACERRA, COUNCILMEMBER HERNANDEZ, COUNCILMEMBER LOPEZ, COUNCILMEMBER PENALOZA, COUNCILMEMBER VAZQUEZ, MAYOR PRO TEM PHAN, MAYOR AMEZCUA NOES: NONE ABSTAIN: NONE ABSENT: NONE Status: 7 — 0 — Pass MINUTES: City Attorney Carvalho spoke regarding the second proposed ballot measure question related to council compensation. Mayor Pro Tem Phan spoke regarding the proposed council compensation. CITY COUNCIL City Council 15 4-15 JUNE 18, 2024 7/16/2024 Councilmember Hernandez spoke in support of the proposed ballot measure. Councilmember Bacerra spoke regarding the proposed council compensation. MOTION: Councilmember Bacerra moved to approve the second ballot measure question (exhibit B) related to council compensation, seconded by Mayor Pro Tern Phan. The motion carried, 4-3, by the following roll call vote: AYES: COUNCILMEMBER BACERRA, COUNCILMEMBER HERNANDEZ, COUNCILMEMBER LOPEZ, MAYOR PRO TEM PHAN NOES: COUNCILMEMBER PENALOZA, COUNCILMEMBER VAZQUEZ, MAYOR AMEZCUA ABSTAIN: NONE ABSENT: NONE Status: 4 — 3 — Pass MOTION: Mayor Pro Tern Phan moved to approve recommended action nos. 1 and 2 for Agenda Item No. 17, seconded by Councilmember Bacerra. The motion carried, 5-2, by the following roll call vote: AYES: COUNCILMEMBER BACERRA, COUNCILMEMBER HERNANDEZ, COUNCILMEMBER LOPEZ, COUNCILMEMBER VAZQUEZ, MAYOR PRO TEM PHAN NOES: COUNCILMEMBER PENALOZA, MAYOR AMEZCUA ABSTAIN: NONE ABSENT: NONE Status: 5 — 2 — Pass MINUTES: City Attorney Carvalho gave a brief overview regarding the revised resolution related to non -citizen voting. MOTION: Councilmember Vazquez moved to leave the language in the non - citizen voting resolution as is, seconded by Councilmember Hernandez. Councilmember Hernandez spoke in support of leaving the language as is. Councilmember Penaloza spoke regarding the City Attorney's neutral language originally proposed and spoke in opposition to the item. Councilmember Vazquez spoke in support of the original proposed non -citizen voting resolution. Councilmember Hernandez spoke regarding inclusive language. CITY COUNCIL 16 JUNE 18, 2024 City Council 4 — 16 7/16/2024 Mayor Pro Tem Phan asked for clarification regarding the proposed resolution. City Attorney Carvalho stated the proposed resolution is a revised resolution in relation to the current lawsuit regarding this matter. Mayor Pro Tem Phan spoke in support of the original proposed non -citizen voting resolution. Mayor Amezcua requested data related to costs of the lawsuit. SUBSTITUTE MOTION: Councilmember Penaloza moved to completely remove the ballot measure question related to non -citizen voting, seconded by Mayor Amezcua. SECOND SUBSTITUTE MOTION: Mayor Pro Tem Phan moved to keep the ballot language related to the non -citizen voting as adopted in the Fall 2023, seconded by Councilmember Hernandez. The second substitute motion carried, 4-3, by the following roll call vote: AYES: COUNCILMEMBER HERNANDEZ, COUNCILMEMBER LOPEZ, COUNCILMEMBER VAZQUEZ, MAYOR PRO TEM PHAN NOES: COUNCILMEMBER BACERRA, COUNCILMEMBER PENALOZA, MAYOR AMEZCUA ABSTAIN: NONE ABSENT: NONE Status: 4 — 3 — Pass **END OF BUSINESS CALENDAR** COUNCILMEMBER REQUEST ITEMS 18. Discuss and Consider Providing Direction to the City Manager, City Clerk, and City Attorney to Prepare Necessary Documents to Propose a Cigarette Litter Abatement Tax — Councilmembers Hernandez and Vazquez (continued from the City Council meeting of June 4, 2024, Item No. 41) MINUTES: Councilmember Hernandez spoke regarding the proposal of the cigarette litter abatement tax and placing it on the ballot. Councilmember Vazquez spoke in support of the item. Councilmember Bacerra asked for clarification regarding the process of taxing the tobacco industry. Councilmember Hernandez briefly spoke regarding the potential process of current cities with a cigarette litter abatement tax. CITY COUNCIL City Council 17 4-17 JUNE 18, 2024 7/16/2024 Discussion ensued regarding the proposed cigarette litter abatement tax process and initial research. City Council reached consensus to received additional information. 19. Discuss and Consider Providing Direction to the City Manager on the Interest in Launching a Street Medicine Program with CalOptima — Mayor Amezcua MINUTES: Mayor Amezcua spoke regarding the proposal of launching a street medicine program with CalOptima. Councilmember Hernandez spoke in support of the item. Councilmember Vazquez spoke in support of the item. Councilmember Lopez spoke in support of the item and spoke regarding potential barriers. Councilmember Penaloza spoke in support of the item. Mayor Pro Tem Phan spoke in support of the item and spoke regarding building partnerships. Acting City Manager Alvaro Nunez spoke regarding meeting with CalOptima leadership and maximizing partnerships. City Council reached consensus to move forward. **END OF COUNCIL REQUESTED ITEMS** CITY MANAGER COMMENTS MINUTES: Acting City Manager Alvaro Nunez spoke regarding meeting with CalOptima leadership and establishing additional partnerships and provided a brief update on the needle exchange. 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. 1. June 18-20, 2024 Councilmember Hernandez — NALEO 41 st Annual Conference, Las Vegas, NV 2. June 18-20, 2024 Councilmember Penaloza — NALEO 41 st Annual Conference, Las Vegas, NV 3. June 18-20, 2024 Councilmember Vazquez — NALEO 41 st Annual Conference, Las Vegas, NV CITY COUNCIL 18 JUNE 18, 2024 City Council 4-18 7/16/2024 4. June 18-20, 2024 Mayor Amezcua — NALEO 41 st Annual Conference, Las Vegas, NV MINUTES: Councilmember Vazquez announced his attendance at NALEO Annual Conference and spoke regarding the shooting on Bishop. Councilmember Lopez spoke regarding shootings in the city and senseless violence and the City of Long Beach's plan to support youth and prevent gang violence, announced office hours at Edna Park at 10:00 A.M., invited all to attend the Juneteenth event at Centennial Park, and congratulated Floral Park being named as neighborhood of the year. Councilmember Hernandez announced his attendance at NALEO Annual Conference and spoke regarding the shooting of Daniel Vargas and requested a continuity of care in the neighborhood. Councilmember Bacerra spoke regarding vacancies in the Police Department and requested positions be filled, spoke regarding the violence throughout the city, announced office hours on July 6 at the Segerstrom Triangle, and wished everyone a Happy Fourth of July. Councilmember Penaloza thanked the Parks, Recreation, and Community Services Agency for Movies at the Park, announced his attendance at NALEO Annual Conference, spoke regarding filling vacancies, and expressed condolences to the Vargas family. Mayor Pro Tem Phan spoke regarding violence in the city, wished everyone a Happy Fourth of July and a Happy Anniversary to her husband, and thanked Councilmember Lopez for the certificate of recognition today. Mayor Amezcua thanked the Police Department for addressing shootings in the city, spoke regarding Waymakers, requested record of data for citations related to July 4rn requested Measure X Oversight Committee positions be filled, announced her attendance at NALEO Annual Conference, and wished everyone a Happy Father's Day and Happy Fourth of July. ADJOURNMENT —Adjourn the City Council meeting. MINUTES: MayorAmezcua adjourned the City Council Meeting at 9:30 P.M. Respectfully submitted: Jennifer L. Hall, CMC City Clerk CITY COUNCIL City Council 19 JUNE 18, 2024 4 — 19 7/16/2024 Police Department & Library www.santa-ana.org/police, www.santa-ana.org/library Item # 7 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 16, 2024 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 Police Department, Jail Bureau and the Library in accordance with the retention schedule outlined in City Council Resolution 2013-014. GOVERNMENT CODE §84308 APPLIES: No DISCUSSION On April 1, 2013, the City Council approved Resolution 2013-014. The resolution provides agencies, departments, and offices guidance on the retention of City records including how long the records need to be retained. Pursuant to the resolution, City staff prepared a Citywide Records Retention Schedule which sets forth the retention period for a particular record. The schedule reflects the requirements of the California Government Code and is modeled after the California Secretary of State's sample for local governments, while incorporating other statutory periods applicable to the City. 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.B of the resolution and the City's Municipal Code requires that the City Attorney approve the destruction of a City record. Accordingly, the Police Department and the Library have prepared a list of obsolete records proposed for destruction in the form of a memorandum (Exhibits 1 and 2). The memoranda were reviewed and approved by the City Attorney's Office. Destruction of these records will benefit staff offices, providing more efficient access to files and alleviate the City's storage needs to maintain obsolete records. City Council 7-1 7/16/2024 Destruction of Obsolete City Records for the Police Department and Library July 16, 2024 Page 2 ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. EXHIBIT(S) 1. Request for Destruction of Records — Police Department 2. Request for Destruction of Records — Library Services Agency Submitted By: Robert Rodriguez, Acting Chief of Police Brian Sternberg, Executive Director of Library Services Approved By: Alvaro Nunez, Acting City Manager City Council 7-2 7/16/2024 EXHIBIT 1 Memorandum To: Sonia R. Carvalho, City Attorney From: Kenneth Willard, Correctional Manager Date: 3/28/2024 Re: Request for Destruction of Records The Police Department 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 the records. Thank you. Kenneth Willard Correctional Manager Santa Ana Police Department City Council 7-3 7/16/2024 EXHIBIT 1 CITY OF SANTA ANA OBSOLETE RECORDS DESTRUCTION SCHEDULE POLICE DEPARTMENT March 2024 Record Record Series Record Description Record Start Record Retention Record Period Government Digital Category Date Period Code Version? Jail Operations Incident Report Discipline (1), Restraint Date of Report 2 Years 2013-2017, 2021 34090 No Reports Chair Reports (5), Commissary (1), Minor/Major Discipline Reports (1 Jail Operations Shift Activity Log Razor Logs (3), Law Date of Log 2 Years 2008, 2012, 2014- 34090 No Library (1), USM Court 20I8 Lines (1), ICE (2), Visitor Logs (4), Per 0n SI-inLo4s(1) Jail Inmate By Inmate Name Pay to Stay (3), Inmate Date of At 10 Years 2006-2009, 2 11 1, Agency Policy No Records Files(63) 2012 Jail Population Roster Mail Logs (1), AdSeg Date of Log 2 Years 2013, 2015, 2016 34090 No Administrative Logs (2) Reports Jail Intake Statistics AdSeg Rosters (1), Date of 2 Years 2012, 2013 34090 No Administrative Headcount Log/Roster Summary Reports (4) Jail hlmate Grievances Reports (7) Date of 10 Years 2008, 2010, 2011 Agency Policy No Administrative_ Tincident Completion Reports PREPARED BY. / �•..IL� 312812024 Kenneth Willard Date Correctional Manager CCONSEN BY: Robert Rodriguez D t Acting Chief of Police STRUCTION OF THESE RECORDS APPROVED BY: Tamara Bogosian, Sr. Asst, City Attorney for Sonia R. Carvalho Date April 10. 2024 City Attorney See attached page from Retention Schedule City Council 7-4 7/16/2024 EXHIBIT 1 Exhibit J RECORD TART DATE RETENTION PERIOD REMARKS CUSTODIAN ate Obtained 5 Years GC 34090 ID Lab )ate Written 2 Years GC 34M Records Division Date of dmbursament 2 Years GC 34D90 spacial Invasfifinnations iraCen dale from destgnaled assi nmenl 2 Years GC 34090 Its of Incident 3 Years GC 34090 DistjiT-- Investiciations I of Compiaficn 10 Years Agency Policy Jab Facill a of Inspection 2 Years GC 34091) Jail Fecivly )ate of Log 2 Years GC 34050 Jell Facility a of summary 2 Years GC 34090 Jail Fadllly )ale of Log 2 Years GC 3409C Jag Facility ale of Most 10 Years Agency Policy Jail Fadiity late of Log 2 Years GC 34030 Jail Fadtily rte of Report 2 Yeats GC 34930 Jail Facility We of Log 2 Years GC 34090 Jail Facility le of Maecrtg 2 Years GC 34090 Field Operations le of Request 2 Years GC 34090 Records Division of TermE;e nn 2 Years GC 3409D Training Division pie of Order 2 Years GC 34090 Records Division its of Report Punnan®nt Remrds Division 2 of City Council 7-5 7/16/2024 EXHIBIT 2 MEMORANDUM To: Sonia R. Carvalho, City Attorney Date: June 10, 2024 Brian Sternberg From: Library Services Director Subject: Request for Destruction of Records The Library Service Agency requests your consent to destroy City records on the attached listing, in accordance with the retention schedule outlined in the City Council Resolution 2013-014, Please review this report and return a signed and dated copy of the attached page approving the destruction of records. Thank you. Brian Sternber 1, 202412:57 PD Brian Sternberg Executive Director Library Services Agency City Council 7-6 7/16/2024 Destruction of Obsolete Records July 16, 2024 Page 2 CITY OF SANTA ANA OBSOLETE RECORDS DESTRUCTION SCHEDULE LIBRARY SERVICES AGENCY July 16, 2024 EXHIBIT 2 RECORD RECORD RECORD RECORDS RETENTION GOV'T CODE/ BOX CATEGORY SERIES DESCRIPTION START DATE PERIOD REMARKS NO. Admin SVCS CDBGI ESGI Grant documents FY 2016-2017 4 Years from GC 34090 1 (Under HPRP and all supporting FY date 24CFR Community documents 570.502 Development ((surveys)) 24 CFR Agency) 85.42 Admin SVCS CDBGI ESGI Subrecipient FY 2007- June 5 Years from Code of Civil 2 (Under HPRP binders ((CDBG 2011 FY date Procedures Community application)) Sec. 337 GC Development 34090 Agency) Admin SVCS CDBGI ESGI Subrecipient FY 2010-2011 5 Years from Code of Civil 3 (Under HPRP binders ((CDBG FY date Procedures Community application)) Sec. 337 GC Development 34090 Agency) Admin SVCS CDBGI ESGI Subrecipient FY 2010-2012 5 Years from Code of Civil 4 (Under HPRP binders ((CDBG FY date Procedures Community application)) Sec. 337 GC Development 34090 Agency) Admin SVCS CDBGI ESGI Subrecipient FY 2011-2013 5 Years from Code of Civil 5 (Under HPRP binders ((CDBG FY date Procedures Community application)) Sec. 337 GC Development 34090 Agency) Admin SVCS CDBGI ESGI Subrecipient FY 2012-2014 5 Years from Code of Civil 6 (Under HPRP binders ((CDBG FY date Procedures Community application)) Sec. 337 GC Development 34090 Agency) Admin SVCS CDBGI ESGI Subrecipient FY 2013-2014 5 Years from Code of Civil 7 (Under HPRP binders ((CDBG FY date Procedures Community application)) Sec. 337 GC Development 34090 Agency) Admin SVCS CDBG/ ESGI Subrecipient FY 2014-2015 5 Years from Code of Civil 8 (Under HPRP binders ((CDBG FY date Procedures Community application)) Sec. 337 GC Development 34090 Agency) Adman SVCS CDBGI ESGI Subrecipient FY 2014-2015 5 Years from Code of Civil 9 (Under HPRP binders ((CDBG FY date Procedures Community application)) Sec. 337 GC Development 34090 Agency) Admin SVCS CDBGI ESGI Subrecipient FY 2014-2015 5 Years from Code of Civil 10 Under HPRP binders CDBG FY date Procedures City Council 7-7 7/16/2024 EXHIBIT 2 Community application)) Sec. 337 GC Development 34090 A enc Admin SVCS CDBG! ESG/ Subrecipient FY 2015-2016 5 Years from Code of Civil 11 (Under HPRP binders ((CDBG FY date Procedures Community application)) Sec. 337 GC Development 34090 Agency)___ Admin SVCS CDBG/ ESG/ Subrecipient FY 2016- 2017 5 Years from Code of Civil 12 (Under HPRP binders ((CDBG FY date Procedures Community application)) Sec. 337 GC Development 34090 Agency) Economic Workforce WIA Forms FY 2015-2016 6 years 29CFR, Part 13 Development Investment (enrollment and 97.42 (b)(2) (Under Act (WIA) & various participation Community Special forms) Development Projects Agency) Economic Workforce Participant payroll FY 2015-2016 6 years 29CFR, Part 13 Development Investment records (timecards, 97.42 (b)(2) (Under Act (WIA) & participant profiles, Community Special payroll printouts) Development Projects Agency) Economic Workforce WIA Forms FY 2016-2017 6 years 29CFR, Part 14 Development Investment (enrollment and 97.42 (b)(2) (Under Act (WIA) & various participation Community Special forms) Development Projects Agency) Economic Workforce Participant payroll FY 2016-2017 6 years 29CFR, fart 14 Development Investment records (timecards, 97.42 (b)(2) (Under Act (WIA) & participant profiles, Community Special payroll printouts) Development Projects Agency) Economic Workforce WIA Forms FY 2017-2018 6 years 29CFR, Part 15 Development Investment (enrollment and 97.42 (b)(2) (Under Act (WIA) & various participation Community Special forms) Development Projects Agency) Economic Workforce Participant payroll FY 2017-2018 6 years 29CFR, Part 15 Development Investment records (timecards, 97.42 (b)(2) (Under Act (WIA) & participant profiles, Community Special payroll printouts) Development Projects Agency) Official personnel Miscellaneous Documents not FY 2010-2013 5 years 29 CFR 16 files Documents specifically 1602.30-32 & mentioned but kept WCLC, in official personnel Section 3212 files ((Volunteer applications- non- medical related Official personnel Miscellaneous Documents not FY 2010-2013, 5 years 29 CFR 17 files Documents specifically FY 2015-2016 1602.30-32 & mentioned but kept WCLC, in official personnel Section 3212 City Council 7-8 7/16/2024 Destruction of Obsolete Records July 16, 2024 Page 2 EXHIBIT 2 files ((Volunteer applications- non- medical related Official personnel Miscellaneous Documents not FY 2016-2017 S years 29 CFR 18 files Documents specifically 1602.30-32 & mentioned but kept WCLC, in official personnel Section 3212 files ((Volunteer applications- non- medical related Official personnel Miscellaneous Documents not FY 2017-2018 5 years 29 CFR 19 files Documents specifically 1602.30-32 & mentioned but kept WCLC, in official personnel Section 3212 files ((Volunteer applications- non- medical related Official personnel Miscellaneous Documents not FY 2018-2019 5 years 29 CFR 20 files Documents specifically 1602.30-32 & mentioned but kept WCLC, in official personnel Section 3212 files ((Volunteer applications- non- medical related PREPARED BY: Maria Castro Senior Management Analyst Library Services Agency RECORDS DESTROYED: 20 Number of Boxes 7/1124 Date CONSENT BY: Brian Sternher 1, 2024 12:57 PDT) Brian Sternberg Date Executive Director Library Services Agency APPROVED BY: For 7/1/202.4 Sonia R. Carvalho Date City Attorney City Council 7-9 7/16/2024 EXHIBIT 2 MEMORANDUM Final Audit Report Created: 2024-07-01 By: Ella Sepulveda (msepulveda@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAtIeEOjOHIrXGfZg3X-y-KfQZw2zuN4Aw "MEMORANDUM" History Document created by Ella Sepulveda (msepulveda@santa-ana.org) 2024-07-01 - 7:52:46 PM GMT 1►��10ZIMIrQiyl h+ Document emailed to Brian Sternberg (bsternberg@santa-ana.org) for signature 2024-07-01 - 7:52:51 PM GMT Email viewed by Brian Sternberg (bsternberg@santa-ana.org) 2024-07-01 - 7:55:15 PM GMT t-�o Document e-signed by Brian Sternberg (bsternberg@santa-ana.org) Signature Date: 2024-07-01 - 7:57:37 PM GMT - Time Source: server Q Agreement completed. 2024-07-01 - 7:57:37 PM GMT a Adobe Acrobat Sign Library www.santa-ana.org/library Item # 8 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 16, 2024 TOPIC: Moving Services for Main and Newhope Libraries AGENDA TITLE Amendment to Agreement with Inland Moving & Storage Co., Inc. dba Burgess Moving & Storage for the Main Library and Newhope Library Projects (General Fund) RECOMMENDED ACTION Authorize the City Manager to execute an amendment to an agreement with Inland Moving & Storage, Co., Inc. dba Burgess Moving & Storage for additional moving and storage services for Main and Newhope Libraries, increasing compensation by $121,389, for a total amount not to exceed $345,313, and extending the term to December 31, 2026, with a provision for a one-year extension (Agreement No. A-2024- XXX) GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION On July 18, 2023, the City Council approved an agreement with Inland Moving & Storage Co., Inc. dba Burgess Moving & Storage ("Burgess") for moving and storage services for the Main Library and Newhope Library capital projects. Burgess will manage the moves both out and back into the libraries, including relocating Library collections, select furniture, and providing temporary off -site storage and all packing materials. The Library requested additional services from Burgess to disassemble and dispose of antiquated book shelving, and surplus outdated furniture still in usable condition, but slated to be replaced with the project. Disposal and surplus work will need to be performed prior to construction commencing. Allowing Burgess to perform this work while they are already on -site for moving services will increase efficiency and provide cost savings since the general contractor will not have to perform as many tasks related to the demolition and removal of broken and unusable shelving and furniture. In conjunction with Purchasing, the Library provided an opportunity for the public to purchase surplus furniture items in usable condition via GovDeals.com. Also, additional funds are needed for storage services for the Main Library. Since City Council 8-1 7/16/2024 Moving Services for Main and Newhope Libraries July 16, 2024 Page 2 approval of Burgess' agreement, the construction schedule has been revised to reflect more accurate timeframes, which required the storage duration be extended. Construction of the Main Library Transformation Project is anticipated to be completed in spring 2026. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds are budgeted and currently available in the following accounts for the specified year. A proposed carryover of unspent funds to future fiscal years will be presented to the City Council for approval. Fiscal Year Accounting Fund Accounting Unit, Amount Unit -Account # Description Account Description Library Service $111,129 2023-2024 01111017-66200 General Fund Enhancement,Buildings &Building Improvements Cannabis Public Library Youth 2023-2024 01211020-66200 Benefit Fund Services, Buildings & $10,260 Building Improvements TOTAL $121,389 EXHIBIT(S) 1. Amendment Submitted By: Brian Sternberg, Executive Director of Library Services Approved By: Alvaro Nunez, Acting City Manager City Council 8-2 7/16/2024 FIRST AMENDMENT TO AGREEMENT WITH INLAND MOVING & STORAGE DBA BURGESS MOVING & STORAGE FOR MOVING AND STORAGE SERVICES FOR THE SANTA ANA LIBRARY THIS FIRST AMENDMENT to the above -referenced agreement is entered into on July 16, 2024, by and between Inland Moving & Storage, a California corporation dba Burgess Moving & Storage ("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. Following Request for Proposal ("RFP") No. 23-058A, the parties entered into Agreement No. A-2023-129 ("Agreement") dated July 18, 2023, to retain a qualified contractor to provide moving and storage services for the Santa Ana City Library. B. The Agreement is in full force and effect through December 31, 2025. C. The parties now wish to amend the Agreement to expand the scope, increase compensation, and extend the term. The Parties therefore agree: Section 1, Scope of Services, is hereby amended to replace Exhibit B of the Agreement with Exhibit B-1 of this First Amendment. 2. Section 2.a., Compensation, is hereby amended to replace Exhibit C of the Agreement with Exhibit C-1 of this First Amendment. The compensation for services provided is increased by $121,389 for total Agreement amount not to exceed $345,313, which includes a $31,392 contingency for additional services at the City's sole discretion. Section 3, Term, is hereby amended to terminate on December 31, 2026, provided the City shall have the option to renew this Agreement for up to a one (1) year term, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier pursuant to the terms of the Agreement. 4. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect. [signature page follows] Page 1 of 2 City Council 8-3 7/16/2024 SIGNATURE PAGE FOR FIRST AMENDMENT TO AGREEMENT WITH INLAND MOVING & STORAGE DBA BURGESS MOVING & STORAGE FOR MOVING AND STORAGE SERVICES FOR THE SANTA ANA LIBRARY IN WUUNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. Jennifer L. Hall City Clerk APPROVED AS TO FORM SONIA R. CARVALHO, City Attorney -- i By: Bra Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL :11 PHze Stem- 21 POT) Brain Sternberg Executive Director Library Services Agency Alvaro Nunez Acting City Manager CONTRACTOR z r a� eess U—lz,z as PDT, Name: Tim Burgess Title: President Page 2 of 2 City Council 8-4 7/16/2024 EXHIBIT B-1 City Council 8-5 7/16/2024 BURGESS MOVING &STORAGE April 30, 2023 Maria Castro Senior Management Analyst City of Santa Ana Library Services Agency 26 Civic Center Plaza Santa Ana, CA 92701 RE: RFP No. 23058A (Library Moving and Storage Services) Ms. Castro, Thank you for the opportunity to submit our bid for RFP No. 23058A (Library Moving and Storage Services). We believe that our submittal includes everything required by the City of Santa Ana. Please let us know if you have any questions or concerns. Thank you, /74A-(D,) Nathan Doyel, Estimator Tim Burgess, President 1625 Iowa Ave. P.O. Box 5547 Riverside, CA 92517-5547 (951) 682-4300 (800) 562-5700 City Council 8-6 / SERVICES PROVIDED Inland Moving and Storage Co., Inc., doing business as Burgess Moving and Storage, hereafter referred to as "Burgess," was incorporated in 1955 and has provided moving services in Southern California for over 65 years. Burgess has extensive experience providing office moving and library moving services, and we have an 80,000 square -foot tilt -up concrete warehouse in Riverside, California with available space to store the Main and Newhope Library books, furniture, and other items. Burgess also maintains a large stock of packing material and other materials needed to move the Main and Newhope Libraries safely and effectively, and we can provide those materials to the City of Santa Ana on short notice. Burgess has intends to provide these services for the City of Santa Ana as outlined in the Proposed Work Plan below. AGREEMENT STATEMENT Burgess has reviewed the provisions contained in EXHIBIT II — Sample Agreement and we concur with them. FIRM AND TEAM EXPERIENCE • Firm Overview Inland Moving and Storage Co., Inc. was incorporated in 1955 in the State of California and has served Riverside and San Bernardino Counties continuously for over 65 years. Since 1987, we have done business as Burgess Moving and Storage. The company has operated under the same ownership and management for 36 years, beginning in 1987. Burgess Moving and Storage is a C Corporation. Burgess does not hold controlling or financial interest in other organizations and is not owned by any organization. All outstanding shares of the corporation are owned by Tim Burgess. Burgess is not and has not been party to any lawsuit or litigation related to any public project in the last 20 years. Burgess' officers are as follows: o Tim Burgess, President Active since 1987 o Ed Coelho, Secretary and Treasurer Active since 1998 Burgess' management team is as follows: o Tim Burgess — Owner (36 years with Burgess) o Ed Coelho — General Manager (24 years with Burgess) o Tom Whitmore — Operation Manager (25 years with Burgess) o Nathan Doyel — Commercial Estimator (18 years with Burgess) Burgess is licensed by the California Bureau of Household Goods & Services as a household goods carrier. Our BGHS license number is T-56647. City Council 8-7 7/16/2024 Burgess is registered with the Department of Industrial Relations. Our DIR number is 1000032129. Burgess is certified by the California DGS as a Small Business. Our SB Certification number is 9412. • Personnel and Resource Allocation to the City of Santa Ana Burgess will assign Nathan Doyel as project manager for the Main Library and Newhope Library projects. Tom Whitmore will work with him to assist in the management of the project and allocation of employee and equipment resources. Burgess will allocate up to (12) men and (4) trucks per day, as well as all necessary equipment and supplies, for the execution of moving services for these projects. All crew and equipment will be dispatched from our warehouse at 1625 Iowa Ave, Riverside, CA 92507. This warehouse is protected with a security alarm and fire sprinklers, and all Library property will be stored at this location. • Prior Experience on Similarly -Sized Projects ➢ Downey City Library Burgess completed a large project for the Downey City Library in 2019 and 2020. The project was of similar size and scope as the Santa Ana Main Library project, and Nathan Doyel was the project manager for the job. The move was accomplished on very short notice and within an extremely tight time frame to meet the City of Downey's scheduling requirements. The job consisted of moving approximately 100,000 volumes (3800 book boxes) to the City's storage site withing the City of Downey, as well as dismantling and disposing of all library shelving and all library furniture at a landfill site. The entire move -out was accomplished within three days, May 1-3, 2019. The move back was accomplished in two days, October 26 & 27, 2020. The City of Downey was extremely happy with our services, and the City's project manager, Kathleen Van Raay, wrote a glowing letter of recommendation (see attached reference letters). ➢ Riverside Law Library Burgess completed a large project for the Riverside Law Library. While the project included fewer volumes than the Downey City Library and the Santa Ana Main Library, the move was more complicated and challenging. The entire collection (estimated 50,000 books) was transferred to library carts, moved to Burgess' warehouse and stored in multiple phases while the library was remodeled. Burgess handled the unshelving and reshelving of the books for the library. Burgess also disassembled, moved, and stored on -site most of the library furniture and shelving. Nathan Doyel was the project manager for the job, and the job was completed over the course of several months in 2022, with the moving phases lasting 1-2 days each. City Council 8-8 7/16/2024 In addition to these moves, Burgess has performed numerous other library moves of varying sizes and scopes. Below is a partial listing of libraries Burgess has provided services for. ➢ Riverside County Library System o Norco Library o Sun City Library o Woodcrest Library o NuView Library o Canyon Lake Library ➢ San Bernardino County Library o Big Bear Library o Trona Library ➢ University of California Riverside Library — multiple moves ➢ Dozens of K-12 libraries PROPOSED WORK PLAN • Burgess will provide the following services for the Newhope Library project in accordance with Exhibit I — Scope of Services: ➢ Provide (1500) autobottom boxes for the Library staff to use in packing books, office supplies, and other items. Packing material will be delivered several months prior to the move to allow adequate time for Library staff to pack. ➢ Provide (5) speed packs and (50) pallets at the time of the move for oversized items and book boxes. ➢ Provide moving labor & equipment to move boxes and miscellaneous furniture items listed on the attached inventories from the Newhope Library to Burgess's warehouse for storage. o Items to be moved consist primarily of books and furniture. o Disassemble (12) library shelving units as necessary for transportation and storage. o Disassemble (10) computer tables as necessary for transportation and storage. o Palletize books on site and transport them to Burgess's warehouse. o The Library's current collection consists of approximately 40,000 items. This quote is based on moving approximately 40,000 items boxed by Library staff. ➢ The move -out is anticipated to take (2) days. ➢ Provide (12) months of warehouse storage for library property. o Book boxes and miscellaneous boxes will be stored on pallets for the duration of the storage term. o All other furniture, equipment, and miscellaneous items will be padded and protected and stored in 7x5x7 storage vaults for the duration of the storage term. o Storage will be prorated if the storage term is less than (12) months. City Council 8-9 7/16/2024 ➢ At the conclusion of the storage term, deliver all library property to the Newhope Library. All items will be placed where originally located. o Protect floors and walls in newly -remodeled library with carpet mask and/or Masonite. Pallets will be placed on cardboard sheets. o Down -stack boxes of books off the pallets and place as directed. o Reassemble (10) computer tables and other furniture as necessary. ➢ The move -back is anticipated to take (1-2) days. • Burgess will provide the following services for the Main Library project in accordance with Exhibit I — Scope of Services: ➢ Provide (4200) autobottom boxes, (6) dish cartons, and (2) extra -large cartons for the Library staff to use in packing books, office supplies, and other items. Packing material will be delivered several months prior to the move to allow adequate time for Library staff to pack. ➢ Pack (2) TVs, (2) paintings, (12) laptops from kiosk, (1) cash register, and (2) large printers. ➢ Crate (1) Grecian urn and (1) large painting. ➢ Provide (15) speed packs and (110) pallets at the time of the move for oversized items and book boxes. ➢ Provide moving labor & equipment to move items listed on the attached inventories from the Santa Ana Main Library to Burgess's warehouse for storage. o Items to be moved consist primarily of books and minimal furniture. o Palletize books on site and transport to Burgess's warehouse. o Disassemble, prep, and pad -wrap grand piano in preparation of move. o The Library's current collection consists of approximately 100,000+ items. This quote is based on moving approximately 100,000+ items boxed by Library staff. ➢ The move -out is anticipated to take (3-4) days. ➢ Provide (12) months of warehouse storage for library property. o Book boxes and miscellaneous boxes will be stored on pallets for the duration of the storage term. o All other furniture, equipment, and miscellaneous items will be padded and protected and stored in 7x5x7 storage vaults for the duration of the storage term. o Storage will be prorated if the storage term is less than (12) months. ➢ At the conclusion of the storage term, deliver all library property to the Main Library. All items will be placed where originally located. o Protect floors and walls in newly -remodeled library with carpet mask and/or Masonite. Pallets will be placed on cardboard sheets. o Down -stack boxes of books off the pallets and place as directed. o Reassemble and place grand piano as directed. o Uncrate Grecian urn and large painting and dispose of debris. ➢ The move -back is anticipated to take (2-3) days. City Council 8 — 10 7/16/2024 BURGESS MOVING AND STORAGE RELOCATION INVENTORY DEPARTMENT Newhope Library - Main Room Description Quantity Book Boxes 1400 Box, Small Misc (PBO) 100 Cabinet, Dream 1 Cabinet, Small 3 Cart, Book 5 Chair 8 Chair, Office 4 Chair, Overstuffed 4 Chair, Overstuffed with Table 8 Chair, Stacking 50 Circulation Desk, Rolling 3 Footstool / Ottoman 8 Kiosk 2 Library Gate (Set of Two) 2 Library Shelving (section) 12 Octogon Book Stand 1 Rolling Library Shelving 2 Sign 10 Stool, Stacking 9 Table, Computer 21 Table, Large 1 Table, Pub 3 Table, Round 2 Table, Small 1 Trash/Recycleable Container 6 Miscellaneous Items SURVEY DATE: 3/16/2023 This inventory is intended to be an approximate list of items to be moved; some items may not be listed. The owner/shipper is encouraged to review this list and notify the estimator if any large or otherwise significant items have been omitted. City Council 8 —11 7/16/2024 BURGESS MOVING AND STORAGE RELOCATION INVENTORY DEPARTMENT Newhope Library - Media Lab Description Quantity Chair, Office 1 Chair, Stacking 8 Table, Medium 3 SURVEY DATE: 3/16/2023 This inventory is intended to be an approximate list of items to be moved; some items may not be listed. The owner/shipper is encouraged to review this list and notify the estimator if any large or otherwise significant items have been omitted. City Council 8 — 12 7/16/2024 BURGESS MOVING AND STORAGE RELOCATION INVENTORY DEPARTMENT Newhope Library - Meeting Room Description Quantity Cart 2 Cart, Book 1 Chair, Stacking 30 Podium / Lectern 1 Table, Medium 8 Trash/Recycleable Container 2 TV & Cart 1 SURVEY DATE: 3/16/2023 This inventory is intended to be an approximate list of items to be moved; some items may not be listed. The owner/shipper is encouraged to review this list and notify the estimator if any large or otherwise significant items have been omitted. City Council 8 — 13 7/16/2024 BURGESS MOVING AND STORAGE RELOCATION INVENTORY DEPARTMENT Newhope Library - Staff Break Room Description Quantity Cart, Book 1 Chair, Overstuffed 2 Chair, Stacking 4 Table, Round 1 Table, Small 1 Trash/Recycleable Container 2 SURVEY DATE: 3/16/2023 This inventory is intended to be an approximate list of items to be moved; some items may not be listed. The owner/shipper is encouraged to review this list and notify the estimator if any large or otherwise significant items have been omitted. City Council 8 — 14 7/16/2024 BURGESS MOVING AND STORAGE RELOCATION INVENTORY DEPARTMENT Santa Ana Library - First Floor (excluding History Room) Description Quantity Book Boxes 1032 Book Boxes (Children) 413 Box, Small Misc (PBO) 100 Cart 1 Cart, Book 30 Carton, HD Large (CP) 5 Cash Register 1 Chair, Office 12 Copier 1 Flat Screen TV (47"-55") 1 Kiosk 2 Kiosk, Self -Checkout 1 Laptop (from Kiosk) 12 Library Gate (Set of Two) 2 Printer, Large 2 Refrigerator, Small 1 Sign 6 Trash Can 1 Trash/Recycleable Container 24 Miscellaneous Items SURVEY DATE: 3/7/2023 This inventory is intended to be an approximate list of items to be moved; some items may not be listed. The owner/shipper is encouraged to review this list and notify the estimator if any large or otherwise significant items have been omitted. City Council 8 — 15 7/16/2024 BURGESS MOVING AND STORAGE RELOCATION INVENTORY DEPARTMENT Santa Ana Library - History Room Description Quantity Book Boxes 486 Box, Small Misc (PBO) 120 Card Cabinet, Large 1 Card Cabinet, Small 3 Vase (Crate) 1 Miscellaneous Items SURVEY DATE: 3/7/2023 This inventory is intended to be an approximate list of items to be moved; some items may not be listed. The owner/shipper is encouraged to review this list and notify the estimator if any large or otherwise significant items have been omitted. City Council 8 — 16 7/16/2024 BURGESS MOVING AND STORAGE RELOCATION INVENTORY DEPARTMENT Santa Ana Library - Second Floor Description Quantity Book Boxes (PBO) 306 Box, HD Large (PBO) 6 Box, Small Misc (PBO) 400 Box, X Large (PBO) 2 Cabinet, Large 1 Cart, Book 10 Cart, Media 3 Chair, Office 10 EZ-Up 2 Flat Screen TV (55"+) 1 Laminator 1 Painting (CP) 3 Piano, Grand 1 Shelving/Racks, Medium 4 Sign 1 Table, Large 1 Tote, Plastic 20 Trash/Recycleable Container 12 Varidesk 1 Miscellaneous Items SURVEY DATE: 3/7/2023 This inventory is intended to be an approximate list of items to be moved; some items may not be listed. The owner/shipper is encouraged to review this list and notify the estimator if any large or otherwise significant items have been omitted. City Council 8 — 17 7/16/2024 BURGESS MOVING AND STORAGE RELOCATION INVENTORY DEPARTMENT Santa Ana Library - Basement Description Quantity Arcade Game Machine 2 Book Boxes (PBO) 551 Book Boxes (PBO) - Book Mobile 102 Book Boxes (PBO) - Friends of Library 250 Box, Small Misc (PBO) 150 Cart, Book 70 Cart, Media/Tech 5 Electric Drum Set 1 Flat File Cabinet 1 Flat Screen TV (55"+) 1 Freezer 1 Guitar 5 Hand Truck 2 Keyboard 2 Ladder/Steps 2 Laminator 1 Maker Table 1 Microfilm Cabinet 9 Shelving/Racks, Medium 16 Shelving/Racks, Small 1 Stool 6 Trash/Recycleable Container 4 TV & Cart 1 Wall Rack 3 Miscellaneous Items SURVEY DATE: 3/7/2023 This inventory is intended to be an approximate list of items to be moved; some items may not be listed. The owner/shipper is encouraged to review this list and notify the estimator if any large or otherwise significant items have been omitted. City Council 8 — 18 7/16/2024 CityofDowney March 4, 2020 To Whom It May Concern: I'm pleased to recommend Burgess Moving and Storage of Riverside, California for library moving services. In May of 2019, Burgess moved out the entire Downey City Library to temporary locations in preparation for our library renovations. Even though we contracted Burgess on very short notice, they were able to complete the entire library move in a very tightly scheduled time -frame and on budget. I would be happy to use Burgess Moving and Storage on potential future projects, and I am happy to recommend them to you. Sincerely, Kathleen J. van Raay City of Downey Purchasing Department 562-904-7257 purchasing@downeyca.org Future Unlimited CIVIC CENTER LIBRARY POLICE DEPARTMENT PARKS & RECREATION UTILITIES DIVISION MAINTENANCE SERVICES 11111 BROOKSHIRE AVE. 11121 BROOKSHIRE AVE 10911 BROOKSHIRE AVE 7850 QUILL DR. 9252 STEWART & GRAY RD, 12324 BELLFLOWER BLVD PO BOX 7016 DOWNEY, CALIFORNIA PO BOX 7016 DOWNEY, CALIFORNIA DOWNEY, CALIFORNIA DOWNEY. CALIFORNIA DOWNEY. CALIFORNIA 90241-7016 DOWNEY, CALIFORNIA 90242 90241-7016 90242 90241-7016 562-904-7360 90241-7016 562-904-7238 562-904-7202 562-869-7331 //'�� eyl ibrary,.rg 562-861-0771 SbT7�'�TT94 www,downevca,orIcity Ci��''HN 8 — 19 7/16/2024 COUNTY OF RIVERSIDE EDA ECONOMIC DEVELOPMENT AGENCY To Whom It May Concern: April 14, 2020 My name is Khylia Chapin and I am the Senior Library Project Manager for the Riverside County Library System. The Riverside County Library System is a network of 36 public libraries that provide service to over 2.4 million people across the County. Each year, we average close to four major library renovation projects that consists of careful removal and returning of library shelving, furniture, collection, equipment, and program materials. Over the past five years that I have been in my position, I have had the pleasure of working with Burgess Moving & Storage on several renovation projects to remove, store, return and/or surplus our library items. Some of the projects are listed below: 2017: Norco Library - Relocation 2018: Nuview Library - Demolition and Rebuild 2018: Sun City Library - Renovation 2019: Woodcrest Library - Renovation I am favored to work with Burgess Moving & Storage because of their flexibility, exceptional attention to detail, excellent communication and customer service, and careful effort they put into each and every project. I am pleased to recommend Burgess Moving & Storage and look forward to working with them on many future library projects. Sincerely, Khylia Chapin Senior Library Project Manager Riverside County Library System 3403 Tenth Street, Suite 400 Riverside, CA 92501 Email: kchapin@rivco.org Office: 951-955-3295 P.O. Box 1180 • Riverside, California • 92502 • T: 951.955.8916 • F: 951 Administration Aviation Business Intelligence Community & Cultural Services County Library System Custodial Services Economic Development Edward -Dean Museum Energy Environmental Planning Fair & National Date Festival Film & Television Housing Authority Maintenance Marketing Office of Foreign Trade Parking Project Management Real Estate Workforce Development City Council 8 - 20 7/16/2024 Follow EDA on Twitter! @GoRivcoEDA January 10, 2019 To Whom It May Concern: My name is Michelle Gipson and I am the head of the Collection Maintenance unit at the University of California Riverside. During the summer of 2019 1 worked with Ed Coelho and the Burgess moving team to temporarily store and relocate several hundred sections of books. I found the experience to be a very positive one. Both Ed and his employees listened to our requests and worked with us to find locations on the floor for the storage trucks to hold the books for several months and also followed our instructions (regarding spacing and neatness) when returning the books to the new shelves. In the months since we have checked the area and found only 1 place where 2 storage trucks were shelved in the wrong order --the 2nd truck was shelved 1st. This was a very easy fix and not unreasonable given the large number of storage trucks and the fact that the loaded trucks were stored in multiple locations around the floor. They used bookends on each shelf and were reasonably neat when placing the books back on the shelves. Several years ago when I worked in a different library we had a similar project and hired a different company to move the books. The result was very different. Many shelves were missing bookends, books were shelved right -left, groups of books on multiple shelves were backwards or upside down, and the overall shelving was extremely messy. Based on my experience with Burgess Moving & Storage I would definitely work with them again in the future and would recommend them to other libraries. Sincerely, Michelle Gipson Head of Collection Maintenance R Library P.O. Box 5900 Rivera Library, Room 120 Riverside, CA 92517-5900 Phone 951.827.2667 1 951.827.5897 michelle.gipson@ucr.edu City Council 8 — 21 7/16/2024 K CITY OF SANTA ANA ATTACHMENT A PROPOSER'S CERTIFICATION, PROPOSAL PRICING Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit 1) and am qualified to provide services being requested as specified herein. 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'S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Proposals. Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions. Inland Moving and Storage Co., Inc. (951) 682-4300 - Office DBA Burgess Moving and Storage (951) 369-1880 - Fax LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS 1625 Iowa Ave, Riverside, CA 92507 BUSINESS ADDRESS Tim Burgess President PRINTED NAME OF AUTHORIZED AGENT TITLE S/• a3 tburgess@burgessmoving.com SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS 95-1841836 N/A FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IFAPPLICABLE) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. CouncilIZI City • CITY OF SANTA ANA ►,'JJJr_t6J.r•r 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 a es 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: Downey City Library Address: 11121 Brookshire Ave Downey, CA 90241 Contract Amount: $45,560.00 Contact Individual: Kathleen van Raay Phone Number: (562) 904-7257 EMAIL: kvanraay@downeyca.org Year: 2019 & 2020 Description of supplies, equipment, or services provided: Complete move -out of approximately 100,000 library books to city -owned storage site and furniture/shelving to disposal site. After completion of remodel, move -back of library books to Downey City Library. Nathan Doyel was Burgess' project manager REFERENCE Customer Name: Riverside Law Library Contact Individual: Ryan Kahrs (Tilden -Coil Constructors) Address: 3989 Lemon St Riverside, CA 92501 Contract Amount: $72,942.75 Phone Number: (951)202-3182 EMAIL: rkahrs@tlden-coil.com Year: 2022 Description of supplies, equipment, or services provided: Multi -phase move, in which Burgess transferred approximately 50,000 books to library carts and transported them to Burgess' warehouse for storage. Burgess also dismantled and moved onsite most of the library furniture and shelving. Nathan Doyel was Burgess' project manager REFERENCE Customer Name: UCR Library Address: 900 University Ave Riverside, CA 92521 Contract Amount: Contact Individual: Michelle Gipson Phone Number: (951) 827-2667 EMAIL: michelle.gipson@ucr.edu Year: 2019 Description of supplies, equipment, or services provided: Moved and provided storage for several hundred sections of books. Ed Coelho was Burgess' project manager THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. y�►�LZ3e�iL3 _ . J ..r1►rT.FT.T:�YT.1�T:r� - . � _ .. CouncilCity :7/16/2024 CITY OF SANTA ANA ATTACHMENT B 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: Sun City Library Contact Individual: Khylia Chapin Address: 26982 Cherry Hills Blvd Menifee, CA 92586 Contract Amount: $381000.00 Phone Number: (951) 955-3295 EMAIL: kchapin@rivco.org Year: 2018 Description of supplies, equipment, or services provided: Moved all library books and library shelving to storage containers on site At the completion of the remodel, moved all items back into the library, reassembled shelving, and re -shelved books Nathan Doyel was the project manager for Burgess, and Burgess has performed a number of similar moves for Riverside County REFERENCE Customer Name: Address: Contract Amount: Contact Individual: Phone Number: . EMAIL: Year: Description of supplies, equipment, or services provided: Customer Name: Address: Contract Amount: Contact Individual: Phone Number: EMAIL: Year: Description of supplies, equipment, or services provided: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. • I • _� li• •• _•• • _•- -� �_•- • �/ CouncilCity • (a CITY OF SANTA ANA ATTACHMENT C PROPOSER'S STATEMENT Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City 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 Executive Director or his 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 proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City's legal holidays), or the funds, check, draft, or proposer's bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance certificates are to be incorporated by reference into this agreement and are made specifically as part of this RFP. Firm Inland Moving and Storage Co., Inc., DBA Burgess Moving and Storage Signed and Printed Name: Tim Burgess Title President Date S s a THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. CouncilCity • ,-: . CITY OF SANTA ANA ATTACHMENT D NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, 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 proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal 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 proposal. 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. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed Tim Burgess State of CA , County of Riverside Subscribed and sworn to (or affirmed) before me on this 4 day of (�`)Rq _., 20a�S, by iln. U[ , proved to me on the basis of satisfactory evidenc4 to be the person(s) who appeared -before me. Notary Public Signature SHERI A. MORRIS Notary Public • California Riverside County Commisslon k 2423235 *my Comm. Expires Oa 30. 2025 Notary Public Seal THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP Ain 9q-f)rR City Council 8 — 26 f/16/fb24 CITY OF SANTA ANA ATTACHMENT E 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 cer y and disclose accordingly. Signed: Tim Burgess Title: President Firm: Inland Moving and Storage Co., Inc., DBA Burgess Moving and Storage Date: < THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. j PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RF - City Council 8 — 27 Ill6/2024 CITY OF SANTA ANA ATTACHMENT F 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. 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. 2. 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 CouncilCity 6/2024 CITY OF SANTA ANA 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. r Signed. Tim Burgess�- Title: President Firm: Inland Moving and Storage Co., Inc., DBA Burgess Moving and Storage Date: S / -� 3 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. CouncilCity •7/16/2024 MAYOR Valerie Amezcua MAYOR PRO TEM Jessie Lopez COUNCILMEMBERS Phil Bacerra Johnathan Ryan Hernandez David Penaloza Thai Viet Phan Benjamin Vazquez June 7, 2023 CITY OF SANTA ANA FINANCE AND MANAGEMENT SERVICES 20 Civic Center Plaza • P.O. Box 1988 Santa Ana, California 92702 www.santa-ana.oM CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Jennifer L Hall Subject: Request for Clarifications for RFP No. 23-058A Library Moving and Storage Services The Evaluation Panel for this RFP has requested clarification regarding your firm's proposal. Please provide your response no later than Friday, June 7, 2023, at 4:00 PM via email to KLopez10@santa-ana.org Points of Clarification 1. Per Exhibit I of this RFP, Section C —Main Library Project Scope, the following was specified regarding Bookmobile Collection: Addendum No. 1 (Q&A), Question No. 12: Approximately 8,000 books and audiovisual materials must be relocated to the Newhope Library upon closure of the Main Library. Rented Book Carts from the vendor are preferred by the City. 2. Per RFP document, Section VII. Response to RFP, F. Proposal Contents, No. 2 Cost Proposal, the fee schedule pricing information for storage services was to be provided for an annual cost. The City is requesting pricing for additional storage periods as follows: Annual Fee Pricing for Pricing per Description (Per Proposal , additional 6-month month after initial Submitted) _ _ term one-year term Newhope Library Storage Services $ 21,881.46 $10,940.76 $1,823.46 Main Library Storage Services $ 46,287.66 $ 23,143.86 $ 3,857.31 SANTA ANA CITY COUNCIL Valerie Amezcua Jessie Lopez Thai Vial Phan Benjamin Vazquez Phil Bacen�a Johnathan Ryan Hernandez David Penaloza Mayor Mayor Pro Tem, Ward 3 Ward 1 Ward 2 Ward 4 Ward 5 Ward 6 yt1r[MA 0fMRn aana M 1065f@_Wn9r,C-5aR4®•;n&W Iylmnasa ntp•ana. org s�q •4 u 0M balf�c rmZennSgana.cyg INBd}IYman{tB2 5@[IIa•2 na.91G doenalaxarmsvnla.ana.oru Pages 1 of 7 City Council 8 — 30 7/16/2024 The City expects the services listed in Item No. 1 above to have been included in your firm's cost proposal. However, if your firm determines it did not include the above services in your proposal, a revised cost proposal may be submitted for evaluation in addition to pricing for additional term options beyond the initial one-year period for storage services. No other revisions to the cost proposal will be considered except if to provide the best or better pricing available to the City. If you have any questions related to this procurement, please contact me at (714) 647- 5329, or via email (provided above). Thank you, Karla Lopez Purchasing Supervisor Finance and Management Services Agency We have reviewed this Request for Clarification, and we are agreeing to provide library carts for approximately 8,000 books and audiovisual materials from the Bookmobile Collection for a period of 12 months or less. ;tLZ'7A '(P /,9 Nathan Doyel, Esti ator Date Tim Burgess, President Date SANTA ANA CITY COUNCIL Valerie Amezcua Jessie Lopez Thai Vie[ Phan Benjamin Vazquez Phil Bacerra Johnathan Ryan Hernandez David Penaloza Mayor Mayor Pro Tem, Ward 3 Ward 1 Ward 2 Ward 4 Ward 5 Ward 6 vnmg�yLp;7 }�unte.�n4 oro dadsi0iavoz�sart[A-Ona.Or4 rvhun�sanW•anp orp ovaEaeoz• santaaana Oro MMOZa2xenmp•ana.om r�i nNarp l6tr 4an[a-av711Arg vrq. Page 2 of 2 City Council 8 — 31 7/16/2024 BURGESS MOVING &STORAGE June 12, 2023 City of Santa Ana Santa Ana Public Library 26 Civic Center Plaza Santa Ana, CA 92701 Attn: Karla Lopez RE: Extended Library Cart Rental for RFP No. 23-058A Library Moving and Storage Services Burgess's bid submittal includes up to (12) months of library cart rental for approximately 8000 books and audiovisual materials for the bookmobile section. Should library cart rental be required past twelve months, the rental rate will be $200.00 per month. Nathan Doyel, Estimator Tim Burgess, President 6 /go -z -3 Date Date 1625 Iowa Ave. P.O. Box 5547 Riverside, CA 92517-5547 (951) 682-4300 (800) 562-5700 City Council 8 — 32 VAN (V�M972 BURGESSMOVING &STORAGE October 5, 2023 City of Santa Ana Santa Ana Public Library 26 Civic Center Plaza Santa Ana, CA 92701 Attn: Brian Sternberg (714) 647-5296 bsteberg@santa-ana.org QUOTE #20231005NA Main Library Decommissioning Move Main Library 26 Civic Center Plaza Santa Ana, CA 92701 Scope: • Burgess to provide moving labor & equipment to disassemble, move, and dispose of items listed on the attached inventories. • Quote is based on performing services during normal business hours, 8:00am go 5:00pm, Monday through Friday. Move is expected to take 10-15 days. Exclusions: • Quote does not include disposing of office supplies, books, or the contents of cabinets/shelving. It is anticipated that library staff will purge such items prior to the move. Charges: Description Charges Moving Labor & Equipment $67,500.00 Disposal Fees $9,450.00 Total $76,950.00 Nathan Doyel, Estimator 1625 Iowa Ave. P.O. Box 5547 Riverside, CA 92517-5547 (951) 682-4300 (800) 562-5700 City Council 8 — 33 1 BURGESS MOVING AND STORAGE RELOCATION INVENTORY DEPARTMENT Santa Ana Main Library - 1st Floor Description Quantity Bookcase 4 Cabinet, Medium 1 Cart, Book 1 Chair 120 Chair, Office 28 Cubicle / Workstation 4 Desk, U-Shaped 2 File Cabinet, 4 Dr 4 File Cabinet, Lateral 2 Dr 1 File Cabinet, Lateral 4 Dr 4 File Cabinet, Lateral 5 Dr 4 Flat File Cabinet 1 Glass Case 5 Library Shelving (Double Sided) 267 Library Shelving (Single Sided) 77 Magazine / DVD Rack 14 Refrigerator 1 Rolling Cabinet 1 Shelving/Racks, Medium 3 Sofa / Love Seat 4 Storage Cabinet 2 Stove / Range 1 Student Desk 1 Table, Folding 1 Table, Large 3 Table, Medium 30 Table, Small 6 Miscellaneous Items SURVEY DATE: 9/27/2023 This inventory is intended to be an approximate list of items to be moved; some items may not be listed. The owner/shipper is encouraged to review this list and notify the estimator if any large or otherwise significant items have been omitted. City Council 8 — 34 7/16/2024 BURGESS MOVING AND STORAGE RELOCATION INVENTORY DEPARTMENT Santa Ana Main Library - 2nd Floor Description Quantity Bookcase 8 Cabinet, Large 2 Cabinet, Medium 1 Chair 18 Chair Cart (Full) 5 Chair, Office 56 Chair, Overstuffed 1 Chair, Stacking 85 Credenza 2 Cubicle / Workstation 9 Desk 1 Desk with Return 3 File Cabinet, 2 Dr 4 File Cabinet, 4 Dr 4 File Cabinet, Lateral 3 Dr 3 File Cabinet, Lateral 4 Dr 2 File Cabinet, Lateral 5 Dr 12 Glass Case 1 Hutch 2 Library Shelving (Double Sided) 95 Library Shelving (Single Sided) 15 Locker 4 Panel 6 Podium 2 Refrigerator 1 Shelving/Racks, Large 2 Sofa / Love Seat 4 Table, Conference (Large) 1 Table, Conference (Medium) 1 Table, Folding 4 Table, Large 1 Table, Medium 26 Table, Small 6 Miscellaneous Items SURVEY DATE: 9/27/2023 This inventory is intended to be an approximate list of items to be moved; some items may not be listed. The owner/shipper is encouraged to review this list and notify the estimator if any large or otherwise significant items have been omitted. City Council 8 — 35 7/16/2024 BURGESS MOVING AND STORAGE RELOCATION INVENTORY DEPARTMENT Santa Ana Main Library - Basement Description Quantity Bookcase 8 Cabinet, Medium 3 Cart, Book 50 Chair 10 Chair, Office 55 Chair, Overstuffed 6 Desk 9 Desk with Return 13 File Cabinet, 2 Dr 10 File Cabinet, 4 Dr 4 File Cabinet, 5 Dr 2 File Cabinet, Lateral 4 Dr 1 File Cabinet, Lateral 5 Dr 7 File Cabinet, Lateral 6 Dr 3 Flat File Cabinet 3 Hutch 17 Library Shelving (Double Sided) 85 Library Shelving (Single Sided) 62 Locker 3 Panel 25 Rolling Cabinet 1 Shelving/Racks, Medium 2 Storage Cabinet 24 Table, Large 5 Table, Medium 22 Miscellaneous Items SURVEY DATE: 9/27/2023 This inventory is intended to be an approximate list of items to be moved; some items may not be listed. The owner/shipper is encouraged to review this list and notify the estimator if any large or otherwise significant items have been omitted. City Council 8 — 36 7/16/2024 BURGESSMOVING &STORAGE October 5, 2023 City of Santa Ana Santa Ana Public Library 26 Civic Center Plaza Santa Ana, CA 92701 Attn: Brian Sternberg (714) 647-5296 bsteberg@santa-ana.org QUOTE #20231005NB Newhope Library Decommissioning Move Newhope Library 122 North Newhope Street Santa Ana, CA 92703 Scope: Burgess to provide moving labor & equipment to disassemble, move, and dispose of items listed on the attached inventory. Quote is based on performing services during normal business hours, 8:00am go 5:00pm, Monday through Friday. Move is expected to take 2-3 days. Exclusions: • Quote does not include disposing of office supplies, books, or the contents of cabinets/shelving. It is anticipated that library staff will purge such items prior to the move. Charges: Description Charges Moving Labor & Equipment $9,000.00 Disposal Fees $1,260.00 Total $10,260.00 Nathan Doyel, Estimator 1625 Iowa Ave. P.O. Box 5547 Riverside, CA 92517-5547 (951) 682-4300 (800) 562-5700 City Council 8 — 37 1 BURGESS MOVING AND STORAGE RELOCATION INVENTORY DEPARTMENT Newhope Library Description Quantity Bookcase 2 Cart, Book 3 Cart, IT 1 Chair, Office 10 Chair, Stacking 10 File Cabinet, 2 Dr 3 File Cabinet, Lateral 5 Dr 1 Library Shelving (Double Sided) 83 Library Shelving (Single Sided) 60 Locker 4 Magazine Rack 2 Podium 1 Refrigerator 1 Storage Cabinet 3 Miscellaneous Items SURVEY DATE: 9/27/2023 This inventory is intended to be an approximate list of items to be moved; some items may not be listed. The owner/shipper is encouraged to review this list and notify the estimator if any large or otherwise significant items have been omitted. City Council 8 — 38 7/16/2024 EXHIBIT C-1 City Council 8 — 39 7/16/2024 EXHIBIT C-1 COMPENSATION DESCRIPTION COST ($) Newhope Library Moving and Disposal Services $39,760 Newhope Library Storage Services (12 months) $21,881 Main Library Moving and Disposal Services $159,702 Main Library Storage Services (24 months) $92,575 Library Cart Rental for 8,000 books/audiovisual (12 months) $0.00 TOTAL $313,918 PRICE/MO AFTER INITIAL TERM COST $ Newhope Library Storage Services $1,823.46 Main Library Storage Services $3,857.31 Library Cart Rental $200.00 City Council 8 — 40 7/16/2024 First Amend ment_Inland Moving Storage - 7.16.24 ccm_FI NAL_6.11.24 Final Audit Report 2024-06-13 Created: 2024-06-12 By: Ella Sepulveda (msepulveda@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAA30JhmFpkklqurxOld2PknAM5—KmD9JzX "First Amendment_Inland Moving Storage - 7.16.24 ccm_FINAL _6.11.24" History Document created by Ella Sepulveda (msepulveda@santa-ana.org) 2024-06-12 - 11:00:58 PM GMT Document emailed to Brian Sternberg (bsternberg@santa-ana.org) for signature 2024-06-12 - 11:01:09 PM GMT Email viewed by Brian Sternberg (bsternberg@santa-ana.org) 2024-06-12 - 11:18:57 PM GMT Document e-signed by Brian Sternberg (bstemberg@santa-ana.org) Signature Date: 2024-06-12 - 11:21:27 PM GMT - Time Source: server Document emailed to Tim Burgess (tburgess@burgessmoving.com) for signature 2024-06-12 - 11:21:29 PM GMT Email viewed by Tim Burgess (tburgess@burgessmoving.com) 2024-06-13 - 0:41:26 AM GMT Document e-signed by Tim Burgess (tburgess@burgessmoving.com) Signature Date: 2024-06-13 - 0:44:42 AM GMT - Time Source: server Agreement completed. 2024-06-13 - 0:44:42 AM GMT Ado i y ounce 8 — 41 7/16/2024 Library www.santa-ana.org/library Item # 9 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 16, 2024 TOPIC: Delhi and Newhope Libraries Laptop Kiosks AGENDA TITLE Amendments to an Agreement with Java Connections, LLC dba LaptopsAnytime for the Purchase and Installation of a New Laptop Dispenser Kiosk at the Future Delhi Library Branch, along with Hardware Support and Software Licensing for the Delhi Kiosk and Existing Newhope Library Kiosk (General Fund) RECOMMENDED ACTION Authorize the City Manager to execute two amendments to an agreement with Java Connections, LLC, dba LaptopsAnytime for the purchase and installation of a laptop dispenser kiosk at the future Delhi Branch Library, hardware support, and software licensing through September 30, 2026 for the Delhi and Newhope kiosks, increasing compensation by $48,924.39, for a total not -to -exceed amount of $76,548.25 (Agreement No. A-2024-XXX and A-2024-XXX) GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION On December 1, 2020, the City Council approved the purchase of two six -bay laptop dispenser kiosks for the Main Library and Newhope Branch Library. On May 30, 2023, the City Council approved an agreement to upgrade the existing six -bay kiosk at the Main Library to a 12-bay kiosk due to public demand. The Library now needs to amend the agreement to purchase a 12-bay laptop dispenser kiosk for the new Delhi Branch Library, which is expected to be complete in early 2025. Additionally, the amendment will include kiosk hardware support and software licensing for the Delhi kiosk and the existing Newhope Library kiosk through September 30, 2026. Having laptops available will provide Santa Ana youth and their families more opportunities to access the Internet on an electronic device inside the Library. With the self-service kiosks, library patrons are able to borrow laptops for in-house use to work on homework assignments, access the Library's electronic resources, conduct research over the Internet, or use other software such as Microsoft Office. City Council 9-1 7/16/2024 Delhi and Newhope Library Kiosks July 16, 2024 Page 2 Upon checkout, the kiosks are able to authenticate patrons' library accounts through the Library's integrated library system (ILS) as well as take a photo of the patron using a built-in webcam for security purposes. Once a patron returns the laptop to the kiosk, the system automatically checks in the device, wipes any modifications or information saved by the patron using a software called Deep Freeze, and charges the device so it can be ready for the next checkout. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds are available in the current Fiscal Year 2024-2025 as shown below. Any remaining balances not expended at the end of the fiscal year will be presented to City Council for approval of carryovers to FY 2025-26. Fiscal Year Accounting Fund Accounting Unit - Amount Unit -Account # Description Account Description FY 2024-2025 01111110-63001 General Fund Library Admin — Misc. $48,924.39 Operating Expenses EXHIBIT(S) 1. First Amendment to Kiosk Support Agreement 2. First Amendment to End -User License Agreement Submitted By: Brian Sternberg, Executive Director of Library Services Approved By: Alvaro Nunez, Acting City Manager City Council 9-2 7/16/2024 FIRST AMENDMENT TO KIOSK SUPPORT AGREEMENT WITH JAVA CONNECTIONS LLC DBA LAPTOPSANYTIME LAPTOP RENTAL KIOSKS FOR THE SANTA ANA LIBRARY THIS FIRST AMENDMENT to the above -referenced agreement is entered into on July 16, 2024, by and between Java Connections LLC, a Texas corporation dba LaptopsAnytime ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement No. A-2020-249AA ("Kiosk Support Agreement") dated July 1, 2023, for Contractor to provide laptop rental kiosks and related software support services for City Library locations. B. The Agreement was executed on July 1, 2023 for a term of two (2) years, however, due to initial delays, the parties agreed to an expiration date of September 30, 2026. Therefore, the agreement is in full force and effect until September 30, 2026. C. Because the City's Library is expanding to another location at the Delhi Center, the parties now wish to amend the Agreement to expand the scope and increase compensation. The Parties therefore agree: Section 1.3, Service Plan, is hereby amended to also include Exhibit A-1 of this First Amendment. The compensation for the additional products and services provided is increased by $48,924.39 for a total not to exceed amount of $76,548.25. 2. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect. [signature page follows] Page 1 of 2 City Council 9-3 7/16/2024 SIGNATURE PAGE FOR FIRST AMENDMENT TO KIOSK SUPPORT AGREEMENT WITH JAVA CONNECTIONS LLC DBA LAPTOPSANYTIME LAPTOP RENTAL KIOSKS FOR THE SANTA ANA LIBRARY IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. Jennifer L. Hall City Clerk APPROVED AS TO FORM SONIA R. CARVALHO, City Attorney By: Bra Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL �9.,� Brian Stern ber 1. 2024 09:55 PDT) Brain Sternberg Executive Director Library Services Agency Alvaro Nunez Acting City Manager CONTRACTOR 7md1i,w kWe8e Jonathan R,#,,be.e (J,t 1.2-10:33 PDT) Name: Jonathan Ruttenberg Title: VP Page 2 of 2 City Council 9-4 7/16/2024 EXHIBIT A-1 City Council 9-5 7/16/2024 LAPTOPSAN'YTIME " Automated Ch-k— Kiosk Quote ADDRESS Lynn Nguyen City of Santa Ana - Santa Ana Public Library 26 Civic Center Plaza Santa Ana, CA 92701 Java Connections, LLC dba LaptopsAnytime 17304 Preston Road, Suite 800 Dallas, TX 75252 (614) 579-3057 abigailAlaptopsanytime.com www.laptopsanytime.com SHIP TO Lynn Nguyen City of Santa Ana - Santa Ana Public Library 26 Civic Center Plaza Santa Ana, CA 92701 QUOTE # 4644 DATE 05/13/2024 EXPIRATION DATE 08/16/2024 SALES REP NC ACTIVITY Q'I'Y kATE AMOUNT Kiosk - 12 Bay Host 1 24,950.00 24,950.00T 12-Bay Host Station 30"w x 29"d x 60"h set for compatible laptops (to be specified at time of order placement). RFID 4.0 Technology. Includes Web Camera to take photo of every person checking out device. Touchscreen Monitor. Bar Code or Swipe Card Reader (to be specified at time of order placement). Note: devices furnished by customer. Annual Hardware Svc Agreement Platinum Plus 21 311.88 6,549.48T Annual Hardware Service Agreement. Cost based on total hardware purchase. Platinum Plus - 15%. (Platinum Plus provides Free SMART Bay Upgrades Once Every 3 Years). Price: $3,742.50/yr. $311.88/mos. This line -item is pro -rated from January 1, 2025 through September 30, 2026. Ann Software Lic Agreement 21 150.00 3,150.00T Annual Software Licensing Agreement per Host Station ($1000 per each Host of 6 or fewer devices plus $800 for each additional 6 devices). $1,800.00 (One (1) - 12-Bay Kiosk).Price: $1,800.00/yr. $150.00/mos. This line -item is pro -rated from January 1, 2025 through September 30, 2026. Deep Freeze Software License 12 0.00 O.00T Faronics Deep Freeze Licenses. Cost up to $50/license. Waived. Up to 12 licenses. On -Site Installation 1 1,500.00 1,500.00T On -Site Assistance with Installation and Training. $1,500. This is for the Delhi Branch. Crate 1 0.00 O.00T Custom Wooden Crate (1 per Kiosk). $700/Crate. Price Waived for Platinum Plus. Shipping 1 0.00 O.00T Prepay and Add Shipping (1 per Crate). $800/Crate. Price Waived for Platinum Plus. Renewal Annual Hardware Svc Agreement Platinum Plus 28 174.38 4,882.64T Renewal Annual Hardware Service Agreement. Cost based on total City Council 9-6 7/16/2024 Thank you for your business. ACTIVITY Q'1'Y RATE AMOUNT hardware purchase. Platinum Plus - 15%. (Platinum Plus provides Free SMART Bay Upgrades Once Every 3 Years). Unit I (6-Bay) Price: $2,092.50/yr. $174.38/month. This Kiosk is currently paid through May 31, 2024. This line -item will be pro -rated June 1, 2024 through September 30, 2026 Renewal Ann Software License Agreement 21 83.33 1,749.93T Renewal Annual Software Licensing Agreement per Host Station ($1000 per each Host of 6 or fewer devices plus $800 for each additional 6 devices). Unit I (6-Bay) Price: $1,000.00/yr. $83.33/month. This Kiosk is currently paid through May 31, 2024. This line -item will be pro -rated June 1, 2024 through September 30, 2026. Note: Since this Kiosk will be out of operation from December 2024-June 2025, the Annual Software License Fee will be waived for these seven (7) months. On -Site Assistance 2 1,000.00 2,000.00T On -Site Assistance with re -installing Kiosks at the Main and New Hope Libraries, respectively. Note: This 12-Bay Kiosk is scheduled to be at the Delhi Branch Library. T Note: With the payment of this Quote and in turn Invoice, the Annual T Software and Hardware Maintenance will be on the same cycle as the existing 6-Bay and 12-Bay already at Santa Ana. In summer 2026, a renewal for the Annual Software and Hardware Maintenance will be sent for all of the Kiosks. Note: The existing 12-Bay Kiosk at the Main Library is scheduled to be T out of operation from July 2024 through April 2026 due to upcoming renovations. This Kiosk is currently paid through September 30, 2026. In fall 2026, when the Annual Software and Hardware Maintenance is sent out for all three (3) Kiosks, a credit will be given for the Annual Software amount for Main Kiosk. The Annual Hardware Maintenance amount will remain the same. ---------------------------------------------------------------------------------------------------------------- ----------------- * At time of PO, we request 50% Down -Payment with the SUBTOTAL 44,782.05 remaining balance paid Net 30. TAX (9.25%) 4,142.34 * Please ship one device and all power bricks to our facility in TOTAL $48 924.39 Hayward, CA to facilitate Kiosk Set-up prior to shipping. Accepted By Accepted Date City Council 9-7 7/16/2024 Thank you for your business. JAVA CONNECTIONS LLC DBA LAPTOPS ANYTIME -First Amendment to Kiosk Support Agreement signature required Final Audit Report 2024-07-01 Created: 2024-07-01 By: Ella Sepulveda (msepulveda@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAGoSoHsh-OlSbuoNzSmrxSLczumlACvWx "JAVA CONNECTIONS LLC DBA LAPTOPS ANYTIME First A mendment to Kiosk Support Agreement signature required" Hist ory Document created by Ella Sepulveda (msepulveda@santa-ana.org) 2024-07-01 - 5:19:13 PM GMT Document emailed to Abigail Ruttenberg Qonathan@laptopsanytime.com) for signature 2024-07-01 - 5:19:18 PM GMT Email viewed by Abigail Ruttenberg Qonathan@laptopsanytime.com) 2024-07-01 - 5:33:09 PM GMT Signer Abigail Ruttenberg Qonathan@laptopsanytime.com) entered name at signing as Jonathan Ruttenberg 2024-07-01 - 5:33:28 PM GMT Document e-signed by Jonathan Ruttenberg Qonathan@laptopsanytime.com) Signature Date: 2024-07-01 - 5:33:30 PM GMT - Time Source: server Agreement completed. 2024-07-01 - 5:33:30 PM GMT Ado i y ounce 9-8 7/16/2024 FIRST AMENDMENT TO END -USER LICENSE AGREEMENT WITH JAVA CONNECTIONS LLC DBA LAPTOPSANYTIME LAPTOP RENTAL KIOSKS FOR THE SANTA ANA LIBRARY THIS FIRST AMENDMENT to the above -referenced agreement is entered into on July 16, 2024, by and between Java Connections LLC, a Texas corporation dba LaptopsAnytime ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement No. A-2020-249BB ("End -User License Agreement") dated July 1, 2023, for Contractor to provide laptop rental kiosks and related software support services for City Library locations. B. The Agreement is in full force and effect so long as City operates Contractor's kiosk(s). C. Because the City's Library is expanding to another location at the Delhi Center, the parties now wish to amend the Agreement to expand the scope. The Parties therefore agree: Section 1.1, Scope of Use, is hereby amended to also include Exhibit A-1 of this First Amendment. 2. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect. [signature page follows] Page 1 of 2 City Council 9-9 7/16/2024 SIGNATURE PAGE FOR FIRST AMENDMENT TO END -USER LICENSE AGREEMENT WITH JAVA CONNECTIONS LLC DBA LAPTOPSANYTIME LAPTOP RENTAL KIOSKS FOR THE SANTA ANA LIBRARY IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. Jennifer L. Hall City Clerk APPROVED AS TO FORM SONIA R. CARVALHO, City Attorney By: Br n Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL Brian Stern ber 1, 2024 09:55 PDT) Brain Sternberg Executive Director Library Services Agency Alvaro Nunez Acting City Manager CONTRACTOR 7md1i,w Ltte a - Jonathan R,#,nb,,g (JW 1.202410:32 PDT) Name: Jonathan Ruttenberg Title: VP Page 2 of 2 City Council 9 — 10 7/16/2024 EXHIBIT A-1 City Council 9 —11 7/16/2024 LAPTOPSAN'YTIME " Automated Ch-k— Kiosk Quote ADDRESS Lynn Nguyen City of Santa Ana - Santa Ana Public Library 26 Civic Center Plaza Santa Ana, CA 92701 Java Connections, LLC dba LaptopsAnytime 17304 Preston Road, Suite 800 Dallas, TX 75252 (614) 579-3057 abigailAlaptopsanytime.com www.laptopsanytime.com SHIP TO Lynn Nguyen City of Santa Ana - Santa Ana Public Library 26 Civic Center Plaza Santa Ana, CA 92701 QUOTE # 4644 DATE 05/13/2024 EXPIRATION DATE 08/16/2024 SALES REP NC ACTIVITY Q'I'Y kATE AMOUNT Kiosk - 12 Bay Host 1 24,950.00 24,950.00T 12-Bay Host Station 30"w x 29"d x 60"h set for compatible laptops (to be specified at time of order placement). RFID 4.0 Technology. Includes Web Camera to take photo of every person checking out device. Touchscreen Monitor. Bar Code or Swipe Card Reader (to be specified at time of order placement). Note: devices furnished by customer. Annual Hardware Svc Agreement Platinum Plus 21 311.88 6,549.48T Annual Hardware Service Agreement. Cost based on total hardware purchase. Platinum Plus - 15%. (Platinum Plus provides Free SMART Bay Upgrades Once Every 3 Years). Price: $3,742.50/yr. $311.88/mos. This line -item is pro -rated from January 1, 2025 through September 30, 2026. Ann Software Lic Agreement 21 150.00 3,150.00T Annual Software Licensing Agreement per Host Station ($1000 per each Host of 6 or fewer devices plus $800 for each additional 6 devices). $1,800.00 (One (1) - 12-Bay Kiosk).Price: $1,800.00/yr. $150.00/mos. This line -item is pro -rated from January 1, 2025 through September 30, 2026. Deep Freeze Software License 12 0.00 O.00T Faronics Deep Freeze Licenses. Cost up to $50/license. Waived. Up to 12 licenses. On -Site Installation 1 1,500.00 1,500.00T On -Site Assistance with Installation and Training. $1,500. This is for the Delhi Branch. Crate 1 0.00 O.00T Custom Wooden Crate (1 per Kiosk). $700/Crate. Price Waived for Platinum Plus. Shipping 1 0.00 O.00T Prepay and Add Shipping (1 per Crate). $800/Crate. Price Waived for Platinum Plus. Renewal Annual Hardware Svc Agreement Platinum Plus 28 174.38 4,882.64T Renewal Annual Hardware Service Agreement. Cost based on total City Council 9-12 7/16/2024 Thank you for your business. ACTIVITY Q'1'Y RATE AMOUNT hardware purchase. Platinum Plus - 15%. (Platinum Plus provides Free SMART Bay Upgrades Once Every 3 Years). Unit I (6-Bay) Price: $2,092.50/yr. $174.38/month. This Kiosk is currently paid through May 31, 2024. This line -item will be pro -rated June 1, 2024 through September 30, 2026 Renewal Ann Software License Agreement 21 83.33 1,749.93T Renewal Annual Software Licensing Agreement per Host Station ($1000 per each Host of 6 or fewer devices plus $800 for each additional 6 devices). Unit I (6-Bay) Price: $1,000.00/yr. $83.33/month. This Kiosk is currently paid through May 31, 2024. This line -item will be pro -rated June 1, 2024 through September 30, 2026. Note: Since this Kiosk will be out of operation from December 2024-June 2025, the Annual Software License Fee will be waived for these seven (7) months. On -Site Assistance 2 1,000.00 2,000.00T On -Site Assistance with re -installing Kiosks at the Main and New Hope Libraries, respectively. Note: This 12-Bay Kiosk is scheduled to be at the Delhi Branch Library. T Note: With the payment of this Quote and in turn Invoice, the Annual T Software and Hardware Maintenance will be on the same cycle as the existing 6-Bay and 12-Bay already at Santa Ana. In summer 2026, a renewal for the Annual Software and Hardware Maintenance will be sent for all of the Kiosks. Note: The existing 12-Bay Kiosk at the Main Library is scheduled to be T out of operation from July 2024 through April 2026 due to upcoming renovations. This Kiosk is currently paid through September 30, 2026. In fall 2026, when the Annual Software and Hardware Maintenance is sent out for all three (3) Kiosks, a credit will be given for the Annual Software amount for Main Kiosk. The Annual Hardware Maintenance amount will remain the same. ---------------------------------------------------------------------------------------------------------------- ----------------- * At time of PO, we request 50% Down -Payment with the SUBTOTAL 44,782.05 remaining balance paid Net 30. TAX (9.25%) 4,142.34 * Please ship one device and all power bricks to our facility in TOTAL $48 924.39 Hayward, CA to facilitate Kiosk Set-up prior to shipping. Accepted By Accepted Date City Council 9 — 13 7/16/2024 Thank you for your business. JAVA CONNECTIONS LLC DBA LAPTOPS ANYTIME -First Amendment to EULA signature required Final Audit Report Created: 2024-07-01 By: Ella Sepulveda (msepulveda@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAuFWDurFRLu3Qb63HzB7eEApNfm1-U6bD 2024-07-01 "JAVA CONNECTIONS LLC DBA LAPTOPS ANYTIME First A mendment to EULA_signature required" History Document created by Ella Sepulveda (msepulveda@santa-ana.org) 2024-07-01 - 5:17:52 PM GMT Document emailed to Abigail Ruttenberg Qonathan@laptopsanytime.com) for signature 2024-07-01 - 5:17:58 PM GMT Email viewed by Abigail Ruttenberg Qonathan@laptopsanytime.com) 2024-07-01 - 5:31:58 PM GMT Signer Abigail Ruttenberg Qonathan@laptopsanytime.com) entered name at signing as Jonathan Ruttenberg 2024-07-01 - 5:32:49 PM GMT Document e-signed by Jonathan Ruttenberg Qonathan@laptopsanytime.com) Signature Date: 2024-07-01 - 5:32:51 PM GMT - Time Source: server Agreement completed. 2024-07-01 - 5:32:51 PM GMT Ado i y ounce 9 — 14 7/16/2024 Human Resources www.santa-ana.org/human-resources Item # 10 p7 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 16, 2024 TOPIC: Approve Agreements for Court Reporting and Transcription Services AGENDA TITLE Aggregate Agreements for Court Reporting and Transcription Services with Kennedy Court Reporters, Inc. and Regal Court Reporting, Inc. in an Aggregate Amount Not to Exceed $250,000 (Specification No. 24-034) (General Fund) RECOMMENDED ACTION Authorize the City Manager to execute aggregate agreements with Kennedy Court Reporters, Inc. and Regal Court Reporting, Inc. to provide court reporting and transcription services for a three-year term beginning July 16, 2024 and ending July 15, 2027, with provisions for two, one-year extensions, in an amount not to exceed $250,000 (Core Agreement No. A-2024-XXX). GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION The City maintains continued need for ongoing court reporting and transcription services. These agreements will provide the Human Resources Department with the necessary resources to efficiently meet the expanded court reporting and transcription needs of the City's administrative hearings, including, but not limited to, Personnel Board hearings on an as needed -basis. Staff recommends approval of the agreements to provide court reporting and transcription services in an efficient manner, on an as needed -basis by the City. This on -call service agreement does not guarantee work for the vendor. The Request for Proposals (RFP) No. 24-034 was issued on February 29, 2024, on the City's online bid management and publication system. A summary of vendor participation and results is as follows: 185 Vendors notified 18 Santa Ana vendors notified 19 Vendors downloaded the RFP packet 2 Proposals received City Council vendors 10 — 1 7/16/2024 Approve Agreements for Court Reporting and Transcription Services July 16, 2024 Page 2 Proposals were solicited, opened on March 21, 2024, and evaluated. Two proposals were submitted by the RFP deadline and both were determined to be responsible, responsive to the specifications, and met the City's requirements. The evaluation committee reviewed and rated the proposals according to the criteria listed in the RFP. Based on the criteria outlined in the RFP, the following summarizes the responding firms and their rankings: Firm Location Rank Kennedy Court Reporters, Inc. Santa Ana, CA 1 Regal Court Reporting, Inc. Santa Ana, CA 2 Staff recommends awarding agreements to both ranked firms based on the City's projected needs. The proposals submitted by these firms demonstrated they have the necessary capacity and expertise to provide court reporting and transcription services as specified in the RFP. Additionally, the firms' rates are reasonable and within industry standard, and the proposals were determined to provide the best overall value for the City. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The estimated expenditures below are strictly approximations; contract authority may be paid in its entirety during any given fiscal year, expended throughout the term of the contract, or not spent at all. Moreover, any contract services and associated expenditures are subject to available funding in the Human Resources Department budget. Funds for the agreements for court reporting and transcription services are budgeted and available in the Human Resources Services, Contract Services - Professional expenditure account (no. 01109050-62300) for FY 2024-25 and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration. This on -call service agreement does not guarantee work for the vendor. Fiscal Year Accounting Unit - Account No. Fund Description Accounting Unit, Account Description Amount 01109050- Human Resources FY 24-25 General Fund Serv. Contract $50,000.00 62300 Professional 01109050- Human Resources FY 25-26 General Fund Serv. Contract $50,000.00 62300 Professional City Council 10 — 2 7/16/2024 Approve Agreements for Court Reporting and Transcription Services July 16, 2024 Page 3 01109050- Human Resources FY 26-27 General Fund Serv. Contract $50,000.00 62300 Professional 01109050- Human Resources FY 27-28 General Fund Serv. Contract $50,000.00 62300 Professional 01109050- Human Resources FY 28-29 General Fund Serv. Contract $50,000.00 62300 Professional Total $250,000.00 EXHIBIT(S) 1. Agreement with Kennedy Court Reporters, Inc. 2. Agreement with Regal Court Reporting, Inc. Submitted By: Lori Schnaider, Executive Director of Human Resources Approved By: Alvaro Nunez, Acting City Manager City Council 10 — 3 7/16/2024 CONSULTANT AGREEMENT BEWTEEN KENNEDY COURT REPORTERS, INC. AND THE CITY OF SANTA ANA FOR COURT REPORTING AND TRANSCRIPTION SERVICES THIS AGREEMENT is made and entered into on this 16th day of July, 2024, by and between Kennedy Court Reporters, Inc., a California corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RF.C1T A1,C A. On February 29, 2024, the City issued Request for Proposal ("RFP") No. 24-034 seeking to retain a consultant having special skill and knowledge in the field of court reporting and transcription services for the City's Human Resources Department. B. Consultant submitted a responsive proposal that was 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 RFP No. 24-034. 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 in the "Scope of Services," attached hereto and incorporated herein by reference as Exhibit A, and as further described in "Consultant's Proposal," attached hereto and incorporated herein by reference as 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," attached hereto and incorporated herein by this reference as Exhibit C. Consultant is one of two (2) separate consultants selected to provide services on an on - call basis under RFP 24-034. The total compensation for services provided by all consultants selected under RFP 24-034 shall not exceed the shared aggregate amount of $250,000.00 during the term of this Agreement, including any extension periods, as set forth in Section 3, below. Page 1 of 9 City Council 10 — 4 7/16/2024 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. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on July 16, 2024 and terminate on July 15, 2027, with the option for the City to grant up to two (2), one (1) year extensions, 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 contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and 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. Page 2 of 9 City Council 10 — 5 7/16/2024 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall also require any subcontractors, to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. Minimum Scope and Limit of Insurance: • Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering 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 and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. • Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. • 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, policy or employee, for bodily injury or disease. • Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. • If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions. The above required insurance policies are to contain or be endorsed to contain the following provisions: • City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. • Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. • For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. • A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. Page 3 of 9 City Council 10 — 6 7/16/2024 • Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. • Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage. Consultant shall furnish 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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. 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. 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 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 Page 4 of 9 City Council 10 — 7 7/16/2024 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. 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 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. Page 5 of 9 City Council 10 — 8 7/16/2024 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 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. Page 6 of 9 City Council 10 — 9 7/16/2024 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: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Human Resources City of Santa Ana Page 7 of 9 City Council 10 — 10 7/16/2024 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 To Consultant: Matthew Kennedy Vice President Kennedy Court Reporters, Inc. 920 W. 17'h Street, Suite E Santa Ana, California 92706 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. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signatures on following page] Page 8 of 9 City Council 10 —11 7/16/2024 SIGNATURE PAGE FOR CONSULTANT AGREEMENT BEWTEEN ]KENNEDY COURT REPORTERS, INC. AND THE CITY OF SANTA ANA FOR COURT REPORTING AND TRANSCRIPTION SERVICES 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 Y. onathan T. Martinez Assistant City Attorney RECOMMENDED FOR APPROVAL: Lori Schnaider Executive Director Human Resources CITY OF SANTA ANA Alvaro Nunez Acting City Manager CONSULTANT By. Matthew Kennedy Title: Vice President Page 9 of 9 City Council 10 — 12 7/16/2024 EXHIBIT A SCOPE OF SERVICES City Council 10 — 13 7/16/2024 (9) CITY OF SANTA ANA EXHIBIT I SCOPE OF SERVICES Proposer(s) shall perform the services as set forth below. A. General Description The City of Santa Ana ("City") seeks proposals from court reporting agencies to provide court reporting and transcription services for the City of Santa Ana Personnel Board (Board) Hearings. The Board hears employee appeals regarding discipline. The Board's appellate review is a full evidentiary hearing wherein the Board applies its indepentdent judgement to the law, the facts, and to the arguments presented in each case. The Personnel Board meets as needed to hear these appeals. Presently, hearings are conducted in person in the evenings, and are scheduled as needed. The scope of work includes, but is not limited to, the following court reporting services during hearings: B. Availability Selected firms must have the sufficient staff to provide the City with court reporters during evening hours. C. Certified Reporter Selected firms must provide certified shorthand reporters ("CSRs"). The CSRs must be able to provide proof of their certification prior to the hearing for which they are providing services. D. Professional Ability CSRs, provided by selected firms, must be able to accurately keep pace with all persons speaking during hearings and accurately identify the parties speaking. CSRs must be equipped to provide real-time services and recounts during hearings. E. Promptness CSRs, provided by selected firms, must be on time for all hearing proceedings. Specifically, CSRs must plan to be present, in the location of the hearing (with all necessary equipment setup), no less than 10 minutes before the scheduled start time of the hearing. F. Confirmation of Appointment Selected firms must notify the City of the placement of the CSR three business days prior to the scheduled hearing date. If the firm cannot place a CSR they must communicate with the City until they receive acknowledgement that a CSR was not scheduled for the hearing. G. Completed Transcript — Certified Copy and Original — Sealed Copy The firm shall provide an electronic copy within 14 calendar days. As such, the selected firm agrees to hold a copy of the transcript for a minimum of one year after the conclusion of the hearing. A completed transcript must include: (1) certification of original transcript and one copy; (2) condensed transcript ("mini"); and (3) word index. The original transcript must be delivered to the requesting agency no later than 14 calendar days from when it is prepared. city oCilytrAwnciI RFP 24-033 0 — 14 7/16k29214 of 34 (9) CITY OF SANTA ANA H. Format of Transcripts All hearing transcripts shall be prepared and submitted to the City in PDF format, or if requested on 25-line numbered paper. All hearing transcripts shall be proofread and free of spelling errors prior to submission to the City and should include the CSR's signed certification page. Each hearing exhibit shall have a unique and sequential exhibit name or number. I. Expedited and/or Rough Transcripts When requested, selected firms must provide an expedited rough transcript within as little as 24 hours, up to one week.. J. Invoices for Services Selected firms must prepare an invoice for each hearing conducted in accordance with Exhibit II of the Professional Services Agreement. For expedited work, the invoice must state the name of the person who made the request, time and date of the expedited request. In addition, all invoices must state the date of the hearing, the name of the Personnel Board Secretary, the property address, Personnel Board case number and the appellant's name. K. Reproduction Activity Selected firms must have the ability to reproduce photos, drawings, charts, and graphs used in hearings. The firm must safeguard original exhibits provided by the hearing secretary so as to return them in their original condition and sequences. L. Billing The City shall not pay for costs that do not comply with the fee schedule listed on Attachment A- 2. Services for which there is no additional charge are specified below: Services for which there is no additional charge include, but may not be limited to, the following: a. Handling, processing or administrative fees b. Certification fees c. Parking d. Delivery of certified, expedited transcript via email e. Word indexing (included in per page transcript fee) f. Attachment and handling of original exhibits (but not scanning or copying) g. Notary fee h. Wait time less than 30 minutes i. Travel time j. Mileage k. Administration of oath I. Telephone or Zoom reporting m. Cancellation of court reporter and or videographer services up until 4:OOPM the day before a scheduled assignment city oCilytrAwndI RFP 24-033 0 — 15 7/16k29214 of 34 EXHIBIT B CONSULTANT'S PROPOSAL City Council 10 — 16 7/16/2024 WA 12. 4COURTORTERS, INC. Main Office Orange County Ta b I e of Contents 920 W 17th Street Second Floor Santa Ana, CA 92706 Cover Letter 714.835.0366 Description of Finn Company Information — Systems Firm Experience Agreement Statement Relevant Experience and Work History for Certified Court Reporters Organization Chart Staff Resumes NWBOC Certification County of Orange OCLSB Certification State of California DGS Small Business Certification City of Santa Ana Business License Tax Receipt Attachment A-1 — Proposer's Certification Attachment A-2 — Fee Schedule Attachment B — References Attachment C — Proposer's Statement Attachment D — Non -Collusion Affidavit Attachment E — Non -Lobbying Certification Atatchment F — Non -Discrimination Certification 30 31 32 33 34 35 36 38 39 41 42 10 — 17 7/16/2024 �44,ik �;68 ,-6n 71W 4COURTORTERS, INC. Main Office Orange County March 25, 2024 920 W 17th Street Second Floor Santa Ana, CA 92706 City of Santa Ana 714.835.0366 Human Resources 20 Civic Center Plaza Santa Ana, CA 92701 Attn: Lori Schnaider, Human Resources Operations Manager LSchnaiderksanta-ana.org; CC MOrnelasksanta-ana.org Re: RFP No. 24-034 Dear Lori Schnaider, HR Operations Manager: Kennedy Court Reporters, Inc. appreciates having the opportunity to respond with a proposal to the Proposal as referenced above. We are certain we have a great selection of Certified Shorthand Court Reporters, transcribers, and office staff that can meet all the needs and requirements as set forth in this RFP. Our mailing address is: Kennedy Court Reporters, Inc. Wellington Square 920 West Seventeenth Street, Suite E Santa Ana, California 92706 1 (800) 231-2682 or (714) 835-0366 The individuals primarily responsible for managing the performance of the services requested in this proposal are Mrs. Lori Odell Kennedy, President and Mr. Matthew G Kennedy, Vice President. We can be reached at the Orange County office by telephone at (800) 231-2682. Our legal business status is an S Corporation and we are the individuals that will be negotiating with the City of Santa Ana with respect to this RFP as well as any subsequently awarded contract. Our Tax I.D. No. 95-3817218. Seller's Permit No. 103-127985. California Corporation No. C 1170249. Attached you will find all the information requested in the RRFP. If we can be of further assistance to you, please contact our offices. Sincere y atthew Kennedy Vice President 10 — 18 7/16/2024 DESCRIPTION OF FIRM Kennedy Court Reporters was established in 1976 by Lori Odell Kennedy. Its board consists of Lori Kennedy, President; Patrick Kennedy, Secretary -Treasurer; and Matthew Kennedy, Vice -President. Registered as an S-Corporation as of March 3, 1983, its FEIN is 95-3817218. Its California Seller's Permit Number is 103-127982, and CA Small Business Certification Number 23063. Lori Kennedy has been a Certified Shorthand Reporter since 1976 and has expertise in virtually every facet of the court reporting industry. Patrick Kennedy has extensive experience in contract management, legal video services, data retention, along with invoicing and billing. He is also a certified LiveNote Trainer. Finally, Matthew Kennedy has been a Certified Shorthand Reporter since 2013 and has extensive experience both as a court reporter and legal videographer, remote video specialist, proofer, scopist, contract analyst, technical advisor, and day-to-day operations manager. KCR's headquarters is located in Santa Ana, California, and focusses its business growth in the California market; however, with current technology and resources, we are able to obtain coverage across the nation be it for conference rooms, court reporters, videographers, or translators. KCR's staff is comprised of 12 individuals. All staff members are paid at or higher than LWO requirements. Our Calendar Department consists of Cathy Carlson and Kelly Powell. Cathy has been involved in the court reporting industry for over 25 years, rising from a production clerk to an office manager for various firms prior to her employment with KCR. Kelly has extensive experience as a data analyst and customer service representative for a number large-scale organizations prior to coming on board. Kelly is also attending South Coast College to one day become a full fledged CSR. Both have a keen eye for detail, customer service, and expedience. Matthew Kennedy oversees all calendar and scheduling operations in addition to his corporate management workload. The Production Department is overseen by Matthew Kennedy, with Karen Sterling as the day-to-day managerial contact in the department. Karen's credentials include attending South Coast College for a number of years in pursuit of obtaining her own CSR license before eventually joining Kennedy Court Reporters as a Production Associate and rising to a lead position. She is joined by David Alvarado, Daisy Reyna, Tiffany Flores, and Jennifer Castro. David comes from the banking industry and brings with him a keen eye for detail as well as majoring in political science at Vanguard University. Daisy Reyna is currently enrolled in a court reporting program through Cypress College, has taken all necessary academic prerequisites and will soon be able to sit for the state test. Karen, Tiffany, and Daisy bring the knowledge and experience of having navigated court reporting school to the Production Department. Tiffany has experience in our very own Calendar Department, had previously worked in the tax preparation industry, is attending court reporting school, and a keen eye for detail in everything she does. Lastly, Jenny Castro boasts experience in both our Calendar and Production departments, having been trained on the job for virtually every task with production and can assist with Calendar on days when demand is heavy. She is currently in school to finish her bachelor's degree. Our Billing and Accounting Department is overseen by Patrick, Lori, and Matthew Kennedy. The day-to-day managing contact is Rose Bliss, a veteran of Kennedy Court Reporters since 1991. Rose is the lead on invoicing, billing, and resource payment. Prior to being hired on at KCR, Rose had a strong background in finance and accounting. Assisting her is Claudia Martinez, previously an office manager at a law firm. Claudia's attention to detail City Council 10 — 19 7/16/2024 and ability to multitask makes her an incredible asset at KCR. She handles any pre -billing, estimate request, transcript orders, and collections. Finally, our Media and Technical Assistance Department is overseen by Matthew Kennedy. The day-to-day contact for the department is Will J. Morrison. Will has set up and managed computer systems at multiple businesses before arriving at KCR. He has close family ties to the field of journalism and film production and has intimate knowledge of how to produce legal video, cloud delivery, video synchronization, and hybrid/remote proceedings. Will has trained and functioned as a Videoconferencing/Zoom Host to handle exhibits for attorneys, field technical assistance questions, and created an overall smoother experience for the parties, especially during a time of great transition when the COVID-19 pandemic first hit. All staff members project to be available for 100% of the contract period. Kennedy Court Reporters, Inc. offices are located at 920 West 17th Street, 2nd Floor, Santa Ana, California, 92706. Two conference rooms are available free of charge at the headquarter location. Both rooms come with videoconferencing and teleconferencing equipment. Please see attachment "Locations" for a comprehensive list of available conference space and business locations throughout the State. All networked conference rooms can be setup with videoconferencing equipment on request. Our standard business hours are 8:00 a.m. to 5:00 p.m. Pacific Standard Time. Any e-mail or phone communication outside of normal business hours is checked by the respective team periodically for cancellations, last-minute settings, or other time -sensitive requests. For urgent matters, we have an option on our phone prompt for emergencies where any message left on that voicemail is immediately forwarded to Matthew Kennedy for attention. Non -emergent messages are checked as early as 5:30 a.m. the next morning. For truly last- minute settings, our Calendar Department maintains at least one reporter on standby in case the need arises. This helps us meet the needs of our client for when an emergency pops up or perhaps a setting was never made in the first place. We use the latest copiers, scanners, and printers for the purpose of transcript production as well as exhibit and document reproduction and archiving. All digital exhibits are stamped and archived to a secure on -site server as well as our HIPAA-compliant cloud storage prior to their final print & attachment to the transcript. Physical or printed exhibits are stamped by the reporter prior to being scanned at the highest resolution/color profile needed to maintain same the quality and image detail as on the original. These exhibits never leave KCR's offices unless a large -format print or scan is requested, at which point one of our production staff members will personally escort the documents off -site for special printing and scanning services. For on -site scanning and copying services such as for patient files at a doctor's office, KCR contracts with reprographics companies specializing in that area. With over 45 years of experience as a court reporting contractor for federal, state, municipal governmental agencies, Kennedy Court Reporters is intimately familiar with the level of skill, detail, and responsiveness needed to not only meet our clients' needs, but be an asset to them when it comes to any facet of the court reporting industry. Our reporters have been with deputy city attorneys on prison depositions during lock -down situations; tense public hearings or meetings where security has had to intervene; and navigated the transition to remote and hybrid work when the need arose. Our experience with agencies within the State include the Department of Industrial Relations, Department of Healthcare Services, Office of Administrative Hearings, Alcoholic Beverage Control Board, Board of Accountancy, CalRecycle, Department of Conservation, Department of Insurance, Department of Public Health, Department of Managed Healthcare, Office of Tax Appeals, Office of the Attorney General, and dozens of other Boards and Departments that fall under the Department of Consumer Affairs. City Council 10 — 20 7/16/2024 Company Information — Systems Scheduling: Each job scheduled with Kennedy Court Reporters goes through a process of detailed confirmation from the initial scheduling until its termination. Upon receiving a Notice of Deposition, Notice of Hearing, or other form of job scheduling, our calendar clerks compile all information into our secure database and corresponding application, linking the job to an existing case, attorney, or creating a new entry if necessary. Once the job is initially input, it then goes through a quality control process to ensure the details of the job are correct as entered. After QC, a Scheduled Job Confirmation is e-mailed to the setting party (secretary, attorney, or paralegal) to give the opportunity to change any of the entries or make corrections to the setting. Lastly, first thing on the business day prior to the job date, a Job Confirmation is e-mailed to the setting party. If no affirmative response is given, efforts are made via phone, additional e-mail, or through alternate contacts to try an ascertain confirmation. If no confirmation can be ascertained and no cancellation has been formally requested, the assigned resource is advised but still instructed to appear at the scheduled time and place. Scheduling can be done via phone, e-mail, website form, or online portal. With the portal, clients have the option to create a new job setting, edit or cancel a previous setting, look up transcripts, invoices, or other related documents. Additionally, when given the organizational structure of any division, we can ensure that any legal secretary or paralegal has access to their attorney's settings and vice versa so that the attorney can see any job setting/invoice/document that their team has entered into the system. This is crucial for the team's communication and ensures there is no double -booking, especially when one party is out sick or on vacation. The online portal is encrypted and user -specific. We maintain logs of data access and receive alerts if the data has been breached. For Transcription services, each requesting contact (paralegal/secretary/attorney) is assigned a secured shared folder with KCR. Once an initial request is made, that contact always has access to their shared folder with KCR. There are no size limitations to the uploads with this folder, making it possible for large video or audio files to be shared easily. Contacts are instructed to fill out an Audio Order Form, detailing any speaker IDs, specific spellings, and/or detailed requests pertaining to the uploaded media. Once both the media is uploaded and the Audio Order Form is submitted to Calendar(a-)-Kennedycr.com, our calendar department finds and assigns the request to the appropriate resource. Exhibit Management: All exhibits for depositions or other proceedings where KCR possesses the exhibit are stamped either digitally or physically by the court reporter, scanned into our secure server, and attached to the corresponding transcript with hyperlinking. This enables the reader to simply click on the hyperlinked word (Exhibit 1), and the corresponding exhibit would open in the default PDF reader. It also ensures that exhibits aren't lost or separated from the digital file since all the exhibits are saved as a part of the transcript PDF. As far as retention, Exhibits are backed up to our HIPAA-compliant cloud storage along with our own on -site HIPAA-compliant secure server. Logs are maintained of data access and protocols are routinely updated to prevent security breaches. Exhibits and other documents can be sent to KCR via a Box.com shared folder with unlimited storage, circumventing the issue of trying to e-mail too many exhibits and going over the attachment limit, etc. It offers a cleaner, more transparent solution to file sharing whereby the client can see exactly what's been uploaded and when. As soon as an upload has taken place, our office is sent an automatic notification for the appropriate action to take place. Lastly, once the job has been finalized and produced, all exhibits are uploaded to the client repository/portal for the client's future access. City Council 10 — 21 7/16/2024 Video & Synchronization: All original video depositions or other video assignments are downloaded to our secure on -site server and backed up to the cloud. Once backed up, KCR encodes the video and formats the media to fit on DVDs. Standard delivery is either MPEG-1 or MPEG-4 formats, depending on the software that's intended to be used. All videos are available to be synchronized with the transcript regardless of timing. The end result is a DVD Disc loaded with its own synch software playable on any PC. The software allows for viewing of the synched video against the transcript, clip creation, text highlighting, and video/text scrolling. It also allows the user to output the entire video or individual clips to industry -specific trial presentation programs. Our videographers are also trained as Zoom/Exhibit Hosts to be able to assist in exhibit presentation on hybrid or remote depositions and proceedings. Further, any remote deposition can be converted into a hybrid deposition with prior notice by sending either a videographer or court reporter with appropriate equipment. We always recommend a videographer for hybrid depositions with more than one person appearing in -person for professional audio quality. For witness -only in -person appearances, we can enable the witness to appear remotely with the appropriate equipment setup and ready to be logged in at the deposition site. Alternatively, the court reporter can bring the appropriate equipment for a single -person appearance with computer and headset. All of our remote depositions are hosted by Zoom, which asserted itself into the videoconferencing landscape long before the pandemic, but solidified its position once remote work became a necessity. Any security concerns regarding Zoom's platform were quickly addressed, and it could be argued that the only security concerns that were raised were actually due to operator error. All Zoom meetings are both waiting room and password protected, meaning would-be meeting crashers would have to not only guess the right Meeting ID, but also a randomly -generated password. If somehow both of these items are compromised, the meeting host would still have to admit the participant from the waiting room into the meeting. Needless to say, we have not had an uninvited guest appear on a meeting since we first began using the platform. Additionally, Zoom offers end -to -end encryption of the meeting, further bolstering its industry -leading position. Finally, Zoom offers services within the platform that come as a third -party integration with other platforms (Teams/WebEx). The Annotation tool within screenshare offers parties the ability to draw or mark on exhibits just as they would if they were passed a document across a conference table. The tools are intuitive enough for the majority of deponents and attorneys to use, and should any question arise, our staff members, videographers, and exhibit hosts are all fully trained and can easily guide the parties in using the tools provided. All Zoom links can be provided prior to the NOD being generated or after, as well as contained within every job confirmation sent. Transcripts: The primary reason for a court reporter's existence is to be able to create a verbatim record of a proceedings that's certified by the State as a notarized, trustworthy document. As a result, we know that the production of transcript is the primary responsibility undertaken in most job settings. Standard transcript deliverables include one (1) Certified Original transcript with attached exhibits, word index, and condensed transcript; one (1) Certified Copy with attached exhibits and word index; and an E-Bundle (PDF, ASCII, E-transcript, etc). Every E-Bundle will be burned to a disc sent along with the hard -copy transcript. E-Bundle packages include a standard ASCII, PDF, E-transcript, hyperlinked PDF, condensed PDF, and industry -specific software transcripts. Hyperlinked PDFs contain all exhibits and attachments as part of the PDF and linked to the respective text in the transcript for quick and easy reference. All other industry -specific software transcript formats are attached to the hyperlinked PDF as well. Additionally, all electronic files are e-mailed and uploaded to the client portal along with being shared via cloud to the requesting party at that party's preference. City Council 10 — 22 7/16/2024 Each hard copy transcript is bound using VeloBind technology which has proven over the years to be one of the most reliable binding systems with very low failure rates. All transcripts are proofed and put through a quality control process by first the reporter and then KCR prior to production. Finally, our Production Department executes a final QC check of the printed final before packaging & shipping. Deposition transcripts are produced on a 10-business day or 14-calendar day turnaround. This turnaround would be the base price of a transcript on a per -page basis. Any expedite or rush of a deposition transcript would increase the cost by the percentage indicated in the fee schedule provided in this RFP up to and including same -day delivery. All deposition transcripts are formatted with 25 lines per page according to MTFS (Minimum Transcript Format Standard) guidelines as required by the Court Reporters Board of California. Superior Court transcripts are typically produced according to LASC's transcript turnaround schedule where 30 days is standard delivery with an option to expedite next day. However, if it is the Department's wish to have Superior Court transcripts delivered in 15 business days, we will ensure that all reporters assigned to report on this contract are aware of that requirement before job assignment. As a standard and practice, we attempt to schedule the same reporter to the same case for as long as possible for continuity. When a conflict arises, we prepare the new reporter with word lists, previous transcripts, speaker IDs, and any other resources available for a seamless transition. Transcription Transcripts are prepared in the same style and format as Deposition or Hearing transcripts save that the cover information is changed to reflect the difference in proceeding. They use MTFS formats, are punctuated in the same style as other legal transcripts, and delivered in the same formats. Upon request, KCR can provide a Word document, but the standard would be those formats outlined in our DTP section. Reporters: We have over 45 years of experience working with both the public and private sector, reporting Superior Court trials and hearings, public and administrative hearings, arbitrations, employment hearings, depositions, and scoping meetings. Our shorthand reporters are certified with the State of California and routinely cover a wide range of matters, from the relatively simple cases of workers' compensation and personal injury, to the most complex of technical and medical terminologies in complex multi -party, construction defect, and medical malpractice. Every court reporter used in the performance of this contract will be able to keep pace with normal conversation speed; moreover, every CSR used will be in good standing and certified by the Court Reporter's Board of California to write at up to 200 words per minute with 97.5% accuracy or better. License verification can be done both through the CRB's website or by asking any of our reporters to show proof of certification. Our experience in reporting hearings and trials has made us familiar with the court locations, hours of operations, filing rules, and filing procedures. All of our Superior Court reporters have had a minimum of three years reporting at LASC, the majority of which are names on LASC's court -approved reporter list. In the event that a court -approved reporter is not available to cover a trial or hearing, one of our many court -experienced reporters can be stipulated in via Stipulation of Official Court Reporter Pro Tempore being filled out and submitted to the clerk prior to the matter. Any reporter used for covering Superior Court matters has the knowledge and ability to provide a real-time stream, be it via LiveNote, CaseView, Bridge, or LiveLitigation. In order to guarantee real-time service though, advanced notice is recommended. We maintain a pool of no fewer than 40 reporters on whom we can rely and double that on whom we call upon periodically. The majority of our reporters work an average of 3.5 days per week. Due to the diversity of matters reported, they are continually enhancing their reporting skills and learning new terms. All resources who work for Kennedy Court City Council 10 — 23 7/16/2024 Reporters are instructed to report to their in -person assignments no less than 30 minutes ahead of the scheduled start time and virtual assignments no less than 15 minutes ahead of the scheduled start time. The reporters will make themselves available to work on weekends, holidays, and off -hours assignments when needed to assist the client. Should a reporter be unable to report due to time constraints, Kennedy Court Reporters will facilitate relieving that reporter with another CSR to ensure a smooth transition and minimal downtime. The average level of experience of our pool of reporters is that of over 10 years, with many being 20+ years. We have many former -official LASC reporters in our pool along with a bevy of deposition and hearing reporters. Additionally, KCR issues updates to its pool of reporters to keep them in the know on any new legislation passed or industry -specific advancements that they should be taking advantage of. Due diligence checks are performed periodically on reporters' licenses so that we become aware when, if ever, a license becomes revoked or suspended. All reporters who would perform under this contract would be active and in good standing with the CRB. Interpreters/Translators: KCR only uses certified interpreters and translators unless requested otherwise by the client. The interpretation or translated document must stand up in court as accurate, so the experience and accuracy of the resource is of utmost importance. All interpreter and translator resources are verified with the Judicial Council or other certifying body for non -listed languages with the Judicial Council. City Council 10 — 24 7/16/2024 EXPERIENCE As mentioned in Description of Firm, KCR has over 45 years of experience as a court reporting contractor for federal, state, municipal governmental agencies, and is intimately familiar with the level of skill, detail, and responsiveness needed to not only meet our clients' needs, but be an asset to them when it comes to any facet of the court reporting industry. Our experience with agencies within the State include the Department of Industrial Relations, Department of Healthcare Services, Office of Administrative Hearings, Alcoholic Beverage Control Board, Board of Accountancy, CalRecycle, Department of Conservation, Department of Insurance, Department of Public Health, Department of Managed Healthcare, Office of Tax Appeals, Office of the Attorney General, and dozens of other Boards and Departments that fall under the Department of Consumer Affairs. Both Department of Healthcare Services and Alcoholic Beverage Control Board require reporters for their hearings and arbitrations, again, involving licensure for the most part. Since prior to 2003, KCR has been a primary or secondary vendor for the Office of Administrative Hearings, a state office that primarily handles disciplinary matters against licensees for boards under the Department of Consumer Affairs. These hearings are reported live or remotely by a CSR, and difficulty can range from a simple DUI case leading to a license probation or a two -week medical board trial based on a doctor's failure to meet the standard of care over repeated incidents. Often times, a licensure hearing before OAH can be more difficult or intense than many hearings or trials before the Superior Court of California. Our reporters create a record each day, fill out a daily form to document their time and pages wrote for OAH, and preserve the record for a minimum of 7 years and/or until the transcript is ordered by a party. We perform a similar role with the Board of Accountancy, whose hearings are heard before the Boards own panel instead of an OAH judge. Similarly, KCR has been a reliable vendor for the Department of Industrial Relations in covering their administrative hearings, depositions, investigative interviews, and court hearings and trials. We have covered the aforementioned proceedings statewide, especially when other vendors in the region could not cover the assignment for the Department. KCR uses court -approved reporters first in all applicable courts, and only when that list has been exhausted do we turn to non -approved reporters with experience who would then need a Stipulation of Reporter Pro Tempore. Whenever DIR has needed conference rooms, videoconferencing setups, or on -site videographers and reporters, KCR been able to assist. For the Department of Insurance, KCR provides court reporters for public meetings, depositions, and court hearings statewide; though primary usage is for depositions and public meetings. Though they can be challenging, our reporters have captured precise records with multiple speakers on a panel, public speakers, and dense industry -specific terminology. Office of Tax Appeals conducts tax appeals hearings with both dense industry - specific terminology and multiple speakers that our reporters must edit and format according to their departmental preference so it is in line with their previous transcripts. We work in tandem with their staff reporters to cover their overflow work, ensuring there is no drop-off in quality or appearance for their transcript publishing on their website. Lastly, the majority of our deposition work comes from local and state municipalities: Office of the Los Angeles City Attorney, Office of the Attorney General, Los Angeles Unified School District, and many more. These depositions end up being critical to those clients' cases and the justice system in general. In many of those cases, KCR has been asked to cover deposition proceedings nationwide and has delivered. KCR has serviced City Council 10 — 25 7/16/2024 the Office of the Attorney General and its various offices for north of 20 years; City Attorney of Los Angeles for north of 30 years; and LAUSD for roughly 20 years now. City Council 10 — 26 7/16/2024 AGREEMENT STATEMEN Kennedy Court Reporters, Inc., agrees to abide by any and all p Sample Agreement included in RFP 24-034. Matthew N gned Printed Ne Vice President Title 3/25/2024 Date City Council 10 — 27 7/16/2024 RELEVANT EXPERIENCE AND WORK HISTORY CERTIFIED COURT REPORTERS Lori Kennedy — CSR 3320 — Certified 1976 Expertise: medical, technical, medical Board proceedings, hearings, arbitrations, complex multi -party, FTC litigation, trial proceedings, construction defect, metallurgy, personnel, trademark, labor law, labor negotiations, fact -findings, toxic waste litigation, criminal law, Internal Affairs Board of Rights hearings, international law, judicial performance review, Workers' Comp, personal injury, Realtime, Video Synchronization Reporter, Realtime Reporter. Jay Bullard — CSR 3455 — Certified 1977 Expertise: medical, technical Experts, medical boards, hearings, arbitrations, civil litigation, waterfront terminology, labor law, labor negotiations, trial proceedings, Superior Court, horse racing boards, Workers' Comp, personal injury, IAD boards, police law, environmental public meetings, Superior Court, Real-time Reporter. Edward Serrano — CSR 7469 — Certified 1986 Expertise: medical, technical Experts, medical boards, hearings, arbitrations, civil litigation, waterfront terminology, labor law, labor negotiations, trial proceedings, Superior Court, horse racing boards, Workers' Comp, personal injury, IAD boards, police law, environmental public meetings, Real-time Reporter. Kathryn Marie Adams — CSR 8391 — Certified 1986 Expertise: medical, technical Experts, medical boards, hearings, arbitrations, civil litigation, waterfront terminology, labor law, labor negotiations, trial proceedings, Superior Court, horse racing boards, Workers' Comp, personal injury, IAD boards, police law, environmental public meetings, Real-time Reporter. Lisa V. Berryhill — CSR 7926 — Certified 1988 Expertise: medical, technical Experts, medical boards, hearings, arbitrations, civil litigation, waterfront terminology, labor law, labor negotiations, trial proceedings, Superior Court, horse racing boards, Workers' Comp, personal injury, IAD boards, police law, environmental public meetings, Real-time Reporter. Tracy A. Terkeurst — CSR 8180 — Certified 1989 Expertise: medical, technical Experts, medical boards, hearings, arbitrations, civil litigation, waterfront terminology, labor law, labor negotiations, trial proceedings, Superior Court, horse racing boards, Workers' Comp, personal injury, IAD boards, police law, environmental public meetings, Real-time Reporter. Lisa Rouly — CSR 9524 — Certified 1991 Expertise: medical, technical Experts, medical boards, hearings, arbitrations, civil litigation, labor law, labor negotiations, Workers' Comp, personal injury, trial proceedings, police law environmental public meetings, Superior Court, Realtime Reporter. Irene Kubert — CSR 10105 — Certified 1993 Expertise: medical, technical Experts, medical boards, hearings, arbitrations, civil litigation, waterfront terminology, labor law, labor negotiations, trial proceedings, Superior Court, horse racing boards, Workers' Comp, personal injury, IAD boards, police law, environmental public meetings, Superior Court, Real-time Reporter. Marcena Munguia — CSR 10420 — Certified 1993 Expertise: medical, technical Experts, medical boards, hearings, arbitrations, civil litigation, waterfront terminology, labor law, labor negotiations, trial proceedings, Superior Court, horse racing boards, Workers' Comp, personal injury, IAD boards, police law, environmental public meetings, Realtime Reporter. City Council 10 — 28 7/16/2024 Lisa Gutierrez — CSR 11286 — Certified 1996 Expertise: medical, technical Experts, medical boards, hearings, arbitrations, civil litigation, waterfront terminology, labor law, labor negotiations, trial proceedings, Superior Court, horse racing boards, Workers' Comp, personal injury, IAD boards, police law, environmental public meetings, Real-time Reporter. Colleen Joyce — CSR 11776 — Certified 1998 Expertise: civil litigation, administrative hearings, arbitrations, trial proceedings, Workers' Comp, personal injury, labor law, criminal law, medical, technical Experts, police law. Paula Chavez — CSR 12442 — Certified 1988 Expertise: medical, technical Experts, medical boards, hearings, arbitrations, civil litigation, waterfront terminology, labor law, labor negotiations, trial proceedings, Superior Court, horse racing boards, Workers' Comp, personal injury, IAD boards, police law, environmental public meetings, Real-time Reporter. Joan L. Parker — CSR 12912 — Certified 2004 Expertise: medical, technical Experts, medical boards, hearings, arbitrations, civil litigation, waterfront terminology, labor law, labor negotiations, trial proceedings, Superior Court, horse racing boards, Workers' Comp, personal injury, IAD boards, police law, environmental public meetings, Real-time Reporter. Lavender Lino — CSR 13046 — Certified 2005 Expertise: medical, technical Experts, medical boards, hearings, arbitrations, civil litigation, labor law, labor negotiations, Workers' Comp, personal injury, trial proceedings, police law environmental public meetings, Superior Court, Realtime Reporter. Lisa Schirmeister — CSR 7277 — Certified 1986 Expertise: medical, technical Experts, medical boards, hearings, arbitrations, civil litigation, labor law, labor negotiations, Workers' Comp, personal injury, trial proceedings, police law environmental public meetings, Superior Court, Realtime Reporter. Diane Hickman — CSR 13147 — Certified 2007 Expertise: medical, technical Experts, medical boards, hearings, arbitrations, civil litigation, labor law, labor negotiations, Workers' Comp, personal injury, trial proceedings, police law environmental public meetings, Superior Court, Realtime Reporter. Allison Swanson — CSR 13377 — Certified 2008 Expertise: civil litigation, administrative hearings, arbitrations, trial proceedings, Workers' Comp, personal injury, labor law, criminal law, medical, technical Experts, police law. Michelle Graciano — CSR 13572 — Certified 2010 Expertise: medical, technical Experts, medical boards, hearings, arbitrations, civil litigation, labor law, labor negotiations, Workers' Comp, personal injury, trial proceedings, police law environmental public meetings, Superior Court, Realtime Reporter. Erin Winn — CSR 13579 — Certified 2009 Expertise: Superior Court trial proceedings, medical, technical Experts, medical boards, hearings, LAUSD Dismissal hearings, arbitrations, civil litigation, waterfront terminology, labor law, labor negotiations, Workers' Comp, personal injury, environmental public meetings and is a Real-time/Video Sync Live Note Reporter. Katrina Woyjeck — CSR 13603 — Certified 2010 Expertise: medical, technical Experts, medical boards, hearings arbitrations, civil litigation, Workers' Comp, personal injury, environmental public meetings. Rosalia Rodas — CSR 13672 — Certified 2011 Expertise: medical, technical Experts, medical boards, hearings, arbitrations, civil litigation, labor law, labor negotiations, Workers' Comp, personal injury, trial proceedings, police law environmental public meetings, Superior Cqq�ytp&IMR Reporter. 10 — 29 7/16/2024 Kerry A. Murphy — CSR 13626 — Certified 2011 Expertise: medical, technical Experts, medical boards, hearings, arbitrations, civil litigation, labor law, labor negotiations, Workers' Comp, personal injury, trial proceedings, police law environmental public meetings, Superior Court, Realtime Reporter. Marie C. Sanchez — CSR 13809 — Certified 2013 Expertise: civil litigation, administrative hearings, arbitrations, trial proceedings, Workers' Comp, personal injury, labor law, criminal law, medical, technical Experts, police law. Matthew Kennedy — CSR 13822 — Certified 2013 Expertise: medical, technical Experts, medical boards, hearings, arbitrations, civil litigation, waterfront terminology, labor law, labor negotiations, Workers' Comp, personal injury, environmental public meetings, LAUSD Dismissal hearings, arbitrations and is a Real-time/Video Sync Live Note Reporter and a Videographer. Chere L. Davis — CSR 13910 - Certified 2014 Expertise: civil litigation, administrative hearings, arbitrations, trial proceedings, Workers' Comp, personal injury, labor law, criminal law, medical, technical Experts, police law. Joanne Yen — CSR 14055 — Certified 2015 Expertise: civil litigation, administrative hearings, arbitrations, trial proceedings, Workers' Comp, personal injury, labor law, criminal law, medical, technical Experts, police law. Patti Lindsey — CSR 8697 — Certified 1990 Expertise: civil litigation, administrative hearings, arbitrations, trial proceedings, Workers' Comp, personal injury, labor law, criminal law, medical, technical Experts, police law. Donna St Clair -CSR 14252 — Certified 2017 Expertise: medical, technical Experts, medical boards, hearings, arbitrations, civil litigation, waterfront terminology, labor law, labor negotiations, trial proceedings, Superior Court, horse racing boards, Workers' Comp, personal injury, IAD boards, police law, environmental public meetings, Real-time Reporter. Samantha Ruiz — CSR 14241 — Certified 2019 Expertise: civil litigation, administrative hearings, arbitrations, trial proceedings, Workers' Comp, personal injury, labor law, criminal law, medical, technical Experts, police law. Justyne N. Johnson — CSR 14301 — Certified 2019 Expertise: civil litigation, administrative hearings, arbitrations, trial proceedings, Workers' Comp, personal injury, labor law, criminal law, medical, technical Experts, police law. Above is a list of 30 certified court reporters qualified to perform the scope of work described within the RFP. This is not an exhaustive list and is solely a sampling of resources who work with KCR. The resumes may look similar due to the variety of work given to the resources throughout their working career through KCR. City Council 10 — 30 7/16/2024 Lori Kennedy President Patrick cennea Secretary - Treasurer Cathy Carlson Calendar Lead Kelly Powell Calendar Coordinator Matthew enneavim Vice -President Donna Davidson Client Relations Rose Bliss Billing & O Claudia Martinez Billing & Accounting Karen Sterlin Production Lead All proposed Authority assignments fall within existing Key Personnel responsibilities that they are currently executing for other accounts; as a result, availability will be unaffected. Reference to Reporters included on following page. Aside from Lori and Matthew Kennedy, all proposed reporters are independent contractors and not KCR Employees. Will Morrison ------ ------ - Video & Production Monica Jennifer Tiffany Daisy Ortega Castro Flores Reyna Production Coordinat r Production Coordinator Production Coordinator Production Coordinator City Council 10 — 31 7/16/2024 RNw22890 02/25/25 CERTIFICATION NUMBER EXPIRATION DATE Certifies that: Kennedy Court Reporters, Inc. has successfully met the requirements of the NWBOC national certification program for certification as a woman -owned and woman -controlled business. The identified business has ctual4ted as an eligible Wornan Busmess Enterprise (WBE) as set forth in NWBOC standards and procedures. �/y '' Ll�_� 561492 02/26/22 pHYL9 HILL SLATER Board Chair, NWBOC WWW.NWHOC.ORG INFO a NWBOC.ORG 1800-794-6140 is ! TAMPERING ORALTEPIN IS THIS CERTtFaCATE is, IN THE RV5CRF ilON Or^ rawF3OC. GROUNDS FOR TERMINAT➢ON OF CEPT71FICATtON City Council 10 — 32 7/16/2024 CONGRATULATIONS — Print and Save your OCLSB Certificate! Your business is now certified and ready to compete in a County competitive solicitation process as an Orange County Local Small Business. THE COMPANY LISTED ON THIS CERTIFICATE MEETS 0 THE COUNTY OF ORANGE CERTIFICATION REQUIREMENTS AS AN OCLSB OCLSB CERTIFICATE EXPIRATION DATE: CERTIFICATE ID: LEGAL COMPANY NAME: DOING BUSINESS AS (DBA) NAME 1: DOING BUSINESS AS (DBA) NAME 2: COMPANY HEADQUARTERS ADDRESS: COMPANY PHONE NUMBER. COMPANY EMAIL: COMPANY FAX NUMBER: COMPANY WEB ADDRESS SERVICE AREA 05/31/2023 23063 Kennedy Court Reporters, Inc KENNEDY COURT REPORTERS INC 920 W 17TH ST SUITE E SANTA ANA, CA 92706 800/231-2682 lok@kennedycourtreporters.com www.kennedycr.com Orange City Council 10-33 7/16/2024 im Printed on: 5/30/2023 12:01:56 PM To verify most current certification status go to: https://www.caleprocure.ca.gov i3GS GENERALSERVICES Office of Small Business & DVBE Services Certification ID: 23063 Email Address: Legal Business Name: lok@kennedycourtreporters.com Kennedy Court Reporters, Inc Business Web Page: Doing Business As (DBA) Name 1: www.kennedycr.com Business Phone Number: Doing Business As (DBA) Name 2: 800/231-2682 Business Fax Number: 714.835.0641 Address: 920 W 17TH ST Business Types: SUITE E Service SANTA ANA CA 92706 Certification Type Status From To SB(Micro) Approved 05/10/2023 05/31/2025 Stay informed! KEEP YOUR CERTIFICATION PROFILE UPDATED! -LOG IN at CaleProcure.CA.GOV Questions? Email: OSDSH ELP@DGS.CA.GOV Call OSDS Main Number:916-375-4940 707 3rd Street, 1-400, West Sacramento, CA 95605 City Council 10 — 34 7/16/2024 CITY OF SANTA ANA BUSINESS TAX SECTION (M-15) 20 CIVIC CENTER PLAZA, FIRST FLOOR, P.O. BOX 1964, SANTA ANA, CA 92702 (714) 647-5447 CITY OF SANTA ANA BUSINESS LICENSE TAX RECEIPT BUSINESS TAX NUMBER: 113668 TAX PERIOD: 4/1/2023 - 3/31/2024 BUSINESS NAME: KENNEDY COURT REPORTERS AMOUNT PAID: $2,722.83 BUSINESS ADDRESS: 920 W 17TH ST UNIT# F SANTAANA, CA 92706-3502 DATE PAID: 07/10/2023 OWNER NAME: KENNEDY, LORI 0. THIS IS NOT A PERMIT TO OPERATE AND THIS IS NOT A BILL ATTACHED BELOW IS YOUR CITY OF SANTA ANA BUSINESS LICENSE TAX RECEIPT PLEASE DETACH AND POST IN A CONSPICUOUS LOCATION (SEE REVERSE SIDE OF BUSINESS LICENSE TAX RECEIPT FOR POSTING REQUIREMENTS) CITY OF SANTA ANA BUSINESS LICENSE TAX RECEIPT • This business license tax account is void upon sale or transfer of a business • Every business is responsible for the annual renewal of their business license tax account • It is the responsibility of the applicant/licensee to ensure that the business complies with all applicable City codes, City zoning ordinances and all Local, State and Federal Laws. • Contact the Business License Tax Office at (714) 647-5447 prior to any of the following changes: • Name change • Location Change • Ownership or representative change • Business activity change • The business license tax receipt must be displayed at the place of business. See reverse side for posting requirements. Sec. 21-18. - No required permits waived. The business license issued pursuant to the provisions of this Chapter [Santa Ana Municipal Code (SAMC) Chapter 21] constitutes a receipt for the license fee paid and shall have no other legal effect. A business license is a requirement, not a permit, to transact and carry on any business activity within the city. The business license tax receipt is evidence only of the fact that such tax has been paid. Neither the payment of the tax nor the possession of the business tax receipt authorizes, permits or allows the doing of any act which the person paying or holding the same would not otherwise be entitled to do; and any permit, license, variance or other instrument of approval or evidence that any conditions exist as required by any other Section of this Code [SAMC] or by any statute or code provisions of the state must first be obtained or complied with before the doing of any act or thing for which it is required. (Ord. No. NS-1922, § 1, 7-20-87) The person, firm or corporation named below has been issued this business license tax receipt pursuant to the provisions of the City Business License Tax Code (SAMC Chapter 21). Issuance of this receipt for the business license tax paid shall have no other legal effect (SAMC Sec. 21-18) and is not an endorsement, nor certification of compliance with other ordinances or laws. It is the responsibility of the applicant/licensee to ensure that the business is operated in compliance with the laws, ordinances and regulations that are now or may hereafter be in force by the United States Government, State of California, and the City of Santa Ana pertaining to such business. In the event it is determined that the applicant/licensee fraudulently applied for or renewed this business license tax account, the account may be suspended or revoked. This business license tax account is nontransferable. Please note that it is your responsibility to renew and update this license annually. CITY OF SANTA ANA - TREASURY M-15 20 CIVIC CENTER PLAZA -PO BOX 1964 SANTA ANA, CALIFORNIA 92702 PHONE (714) 647-5447 KENNEDY COURT REPORTERS 920 W ITTH ST. #F SANTA ANA, CA 92706 THIS TAX RECEIPT MUST BE DISPLAYED AT THE PLACE OF BUSINESS BUSINESS TAX NO. 113668 TAX PERIOD: 4/112023.313112024 BUSINESS TYPE: COURT REPORTERS BUSINESS ADDRESS: 920 W 17TH ST UNIT# F SANTA ANA, CA 92706-3 BUSINESS NAME: KENNEDY COURT REPORTERS OWNER/REP: KENNEDY, LORI0. EXPIRATION DATE: 03/31/2024 (9) CITY OF SANTA ANA ATTACHMENT A-1 PROPOSER'S CERTIFICATION Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit 1) and am qualified to provide services being requested as specified herein. 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'S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Proposals. Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions. Kennedy Court Reporters, Inc. P: (800) 231-2682 F: (714) 835-0641 LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS 920 W 17th Street, Suite E, Santa Ana, CA 92706 BUSINESS ADDRESS Matthew Kennedy Vice President PRINTED NAME OF AUTHORIZED AGENT TITLE 3/25/2024 matt@kennedycourtreporters.com SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS 95-3817218 FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IFAPPLICABLE) 113668 CITY OF SANTA ANA BUSINESS LICENSE NUMBER (PLEASE PROVIDE IF AVAILABLE, BUT NOT REQUIRED UNTIL AND IF AN AWARD IS MADE TO PROPOSER.) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. city oCityija nclI RFP 24-033 0 — 36 7/1 6k2PZ4 of 34 (9) CITY OF SANTA ANA ATTACHMENT B REFERENCES City oCilytri,wndI RFP 24-033 0 — 37 7/16k2PZ4 of 34 (9) CITY OF SANTA ANA 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: Office of Administrative Hearings Contact Individual: Cara Kenyon Address: 2349 Gateway Oaks Drive Suite 200 Contract Amount: -$5m Phone Number: 916.263.0597 EMAIL: cara.kenyon@dgs.ca.gov Year: 2018-Present Description of supplies, equipment, or services provided: Provide court reporter services and transcription for all hearings before OAH via Zoom or In -Person, statewide. REFERENCE Customer Name: Office of the City Attorney, Los Angeles Contact Individual: Brent Nichols Address: 200 N. Main Street Phone Number: (213) 978-8130 7th Floor Contract Amount: NA --As needed EMAIL: brent.nichols@lacity.org Year: 2014-present Description of supplies, equipment, or services provided Provide CSR services, video services, and translation for depositions, court and administrative hearings, civil service commission and arbitrations. Provide transcription for medica recordings REFERENCE Customer Name: Department of Industrial Relations Contact Individual: Rowena Valleser Address: 320 W 4th Street, Suite 600 Contract Amount: NA --As needed Phone Number: 213-897-1511 EMAIL: Rowena.Valleser@dir.ca.gov Year: 2015-Present Description of supplies, equipment, or services provided: Provide CSR services, video services, and translation for depositions, court and administrative hearings, civil service commission hearings and arbitrations. Provide transcription for medica recordings THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City oCilytrAwnclI RFP 24-033 0 - 38 7/16k29,Z4 of 34 (9) CITY OF SANTA ANA ATTACHMENT C PROPOSER'S STATEMENT Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City 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 Executive Director or his 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 proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City's legal holidays), or the funds, check, draft, or proposer's bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance certificates are to be incorporated by reference into this agreement and are made specifically as part of this RFP. Firm Kennedy Court Reporters, Inc. Signed and Printed Name: Title Vice President Date 3/25/2024 Matthew Kennedy THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. city oCitytj,wnciI RFP 24-033 0 — 39 7/1 6b2AZ4 of 34 CITY OF SANTA ANA (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in afalse or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, 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 proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal 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 proposal. 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. Proposers are cautioned that making a false cp-tfigation may subject the certifier to criminal prosecution. Signe State of ��, County of �� :i:?l�i&Z) Subscribed and sworn to (or affirmed) before me on this day of 120 by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature See Attached Notarial Certificate Notary Public Seal THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. city cWytDailnclI RFP 24-0340 — 40 7/1 6QWA of 34 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 SAN DIEGO Subscribed and sworn to (or affirmed) before me on this 26TH day of MARCH , 20 24, by MATTHEW GARRETT KENNEDY proved to me on the basis of satisfactory evidence to be the person(s) who -appeared before me. TRISTAMAtFfMMMGOE COMM. 02449749 NOTKOXCMIFORMA SM DE-00 COUNTY Alp Calm. E*h$J a 10, 2027 (Seal) Signature City Council 10 — 41 7/16/2024 (9) CITY OF SANTA ANA ATTACHMENT E 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 I s c brecipients shall certify and disclose accordingly. Signed: Title: Vice President Firm: Kennedy Court Reporters, Inc. Date: 3/25/2024 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City oCityijawnciI RFP 24-033 0 — 42 7/1 6b2AZ4 of 34 (9) CITY OF SANTA ANA ATTACHMENT F 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. 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. 2. 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 city oCilytrAwnciI RFP 24-033 0 - 43 7/16k2PZ4 of 34 (9) CITY OF SANTA ANA 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: Vice President Firm: Kennedy Court Reporters, Inc. Date: 3/25/2024 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City oQjtytrAwnciI RFP 24-033 0 — 44 7/16b2AZ4 of 34 EXHIBIT C CONSULTANT'S FEE PROPOSAL City Council 10 — 45 7/16/2024 (9) CITY OF SANTA ANA ATTACHMENT A-2 PERSONNEL BOARD APPEAL HEARINGS PROPOSAL PRICING FEE SCHEDULE Desri tion of Service — Kennedy Court Reporters, Inc. Proposal Rate Per Service 1. Administrative Appeal Appearances: a. $800 a. Half day hearing b. $1,600 b. Full day hearing c. $800 c. Overtime/Evening rate after 6:00 m 2. Maximum Cancellation Fee: $800 Provide cancellation policy The Cancellation Fee is chargeable when cancellation is made after 4:00 pm the day before the scheduled administrative appeal proceeding. 3. Transcript: $9.00 per page Per page for original and certified copy (Rates are based on 25- line Per Page Format and Minimum Transcrtip Format Standards) 4. Expedited Transcript: a. $15.00 a. Next Day b. $13.00 b. 2-3 Business Days c. $12.00 c. 4-5 Business Days d. $10.00 d. 6-9 Business Days 5. Expedited Rough Electronic Transcript During Hearing: $4.50 per page Next Da with purchase of full transcript) 6. Transcript Delivery by U.S. PostalMail: $12.00 7. Transcript Delivery by Other Delivery Service or Vendor Drop Off: $15.00 Per delivery in one box of one or more transcripts 8. Real-time Service to Hearing Officer/Counsel: $4.50 per page + $75 per (Please specify any fee that is charged for "real-time" services and device rental (if needed) is billed in addition to per page rate 9. Court of Appeal Transcript: $2.00 per page Change cover page, Repaginate, and Reprint New Original Transcript, including exhibits THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. city oCilytrAwnciI RFP 24-033 0 — 46 7/1 6k29Z4 of 34 CONSULTANT AGREEMENT BEWTEEN REGAL COURT REPORTING, INC. AND THE CITY OF SANTA ANA FOR COURT REPORTING AND TRANSCRIPTION SERVICES THIS AGREEMENT is made and entered into on this 161h day of July, 2024, by and between Regal Court Reporting, Inc., a California corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On February 29, 2024, the City issued Request for Proposal ("RFP") No. 24-034 seeking to retain a consultant having special skill and knowledge in the field of court reporting and transcription services for the City's Human Resources Department. B. Consultant submitted a responsive proposal that was 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 RFP No. 24-034. 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 in the "Scope of Services," attached hereto and incorporated herein by reference as Exhibit A, and as further described in "Consultant's Proposal," attached hereto and incorporated herein by reference as 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," attached hereto and incorporated herein by this reference as Exhibit C. Consultant is one of two (2) separate consultants selected to provide services on an on - call basis under RFP 24-034. The total compensation for services provided by all consultants selected under RFP 24-034 shall not exceed the shared aggregate amount of $250,000.00 during the term of this Agreement, including any extension periods, as set forth in Section 3, below. Page 1 of 9 City Council 10 — 47 7/16/2024 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. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on July 16, 2024 and terminate on July 15, 2027, with the option for the City to grant up to two (2), one (1) year extensions, 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 contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and 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. Page 2 of 9 City Council 10 — 48 7/16/2024 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall also require any subcontractors, to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. Minimum Scope and Limit of Insurance: • Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering 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 and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. • Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. • 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, policy or employee, for bodily injury or disease. • Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. • If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions. The above required insurance policies are to contain or be endorsed to contain the following provisions: • City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. • Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. • For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. • A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. Page 3 of 9 City Council 10 — 49 7/16/2024 • Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. • Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage. Consultant shall furnish 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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. 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. 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 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 Page 4 of 9 City Council 10 — 50 7/16/2024 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. 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 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. Page 5 of 9 City Council 10 — 51 7/16/2024 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 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. Page 6 of 9 City Council 10 — 52 7/16/2024 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: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Human Resources City of Santa Ana Page 7 of 9 City Council 10 — 53 7/16/2024 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 To Consultant: Isaiah Leslie Co -Founder Regal Court Reporting, Inc. 1551 N. Tustin Ave., Suite 750 Santa Ana, California 92705 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. NHSCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signatures on following page] Page 8 of 9 City Council 10 — 54 7/16/2024 SIGNATURE PAGE FOR CONSULTANT AGREEMENT BEWTEEN REGAL COURT REPORTING, INC. AND THE CITY OF SANTA ANA FOR COURT REPORTING AND TRANSCRIPTION SERVICES 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 SOMA R. CARVALHO City Attorney By: onathan T. Martinez Assistant City Attorney RECOMMENDED FOR APPROVAL; Lori Schnaider Executive Director Human Resources CITY OF SANTA ANA Alvaro Nunez Acting City Manager CONSULTANT Q,�'ak- aju� By: Title: Page 9 of 9 City Council 10 — 55 7/16/2024 EXHIBIT A SCOPE OF SERVICES City Council 10 — 56 7/16/2024 `°k CITY OF SANTA ANA EXHIBIT I SCOPE OF SERVICES Proposer(s) shall perform the services as set forth below. A. General Description The City of Santa Ana ("City") seeks proposals from court reporting agencies to provide court reporting and transcription services for the City of Santa Ana Personnel Board (Board) Hearings. The Board hears employee appeals regarding discipline. The Board's appellate review is a full evidentiary hearing wherein the Board applies its indepentdent judgement to the law, the facts, and to the arguments presented in each case. The Personnel Board meets as needed to hear these appeals. Presently, hearings are conducted in person in the evenings, and are scheduled as needed. The scope of work includes, but is not limited to, the following court reporting services during hearings: B. Availability Selected firms must have the sufficient staff to provide the City with court reporters during evening hours. C. Certified Reporter Selected firms must provide certified shorthand reporters ("CSRs"). The CSRs must be able to provide proof of their certification prior to the hearing for which they are providing services. D. Professional Ability CSRs, provided by selected firms, must be able to accurately keep pace with all persons speaking during hearings and accurately identify the parties speaking. CSRs must be equipped to provide real-time services and recounts during hearings. E. Promptness CSRs, provided by selected firms, must be on time for all hearing proceedings. Specifically, CSRs must plan to be present, in the location of the hearing (with all necessary equipment setup), no less than 10 minutes before the scheduled start time of the hearing. F. Confirmation of Appointment Selected firms must notify the City of the placement of the CSR three business days prior to the scheduled hearing date. If the firm cannot place a CSR they must communicate with the City until they receive acknowledgement that a CSR was not scheduled for the hearing. G. Completed Transcript — Certified Copy and Original — Sealed Copy The firm shall provide an electronic copy within 14 calendar days. As such, the selected firm agrees to hold a copy of the transcript for a minimum of one year after the conclusion of the hearing. A completed transcript must include: (1) certification of original transcript and one copy; (2) condensed transcript ("mini"); and (3) word index. The original transcript must be delivered to the requesting agency no later than 14 calendar days from when it is prepared. City 00ilytCAwncil RFP 24-033 0 — 57 7/16b29214 of 34 CITY OF SANTA ANA H. Format of Transcripts All hearing transcripts shall be prepared and submitted to the City in PDF format, or if requested on 25-line numbered paper. All hearing transcripts shall be proofread and free of spelling errors prior to submission to the City and should include the CSR's signed certification page. Each hearing exhibit shall have a unique and sequential exhibit name or number. I. Expedited and/or Rough Transcripts When requested, selected firms must provide an expedited rough transcript within as little as 24 hours, up to one week.. J. Invoices for Services Selected firms must prepare an invoice for each hearing conducted in accordance with Exhibit II of the Professional Services Agreement. For expedited work, the invoice must state the name of the person who made the request, time and date of the expedited request. In addition, all invoices must state the date of the hearing, the name of the Personnel Board Secretary, the property address, Personnel Board case number and the appellant's name. K. Reproduction Activity Selected firms must have the ability to reproduce photos, drawings, charts, and graphs used in hearings. The firm must safeguard original exhibits provided by the hearing secretary so as to return them in their original condition and sequences. L. Billing The City shall not pay for costs that do not comply with the fee schedule listed on Attachment A- 2. Services for which there is no additional charge are specified below: Services for which there is no additional charge include, but may not be limited to, the following: a. Handling, processing or administrative fees b. Certification fees c. Parking d. Delivery of certified, expedited transcript via email e. Word indexing (included in per page transcript fee) f. Attachment and handling of original exhibits (but not scanning or copying) g. Notary fee h. Wait time less than 30 minutes i. Travel time j. Mileage k. Administration of oath I. Telephone or Zoom reporting m. Cancellation of court reporter and or videographer services up until 4:OOPM the day before a scheduled assignment City oQjjytCAwnciI RFP 24-033 0 — 58 7/16b29214 of 34 EXHIBIT B CONSULTANT'S PROPOSAL City Council 10 — 59 7/16/2024 44R GAL �� COURT REPORTING March 26, 2024 Lori Schnaider, Human Resources Operations Manager City of Santa Ana — Human Resources 20 Civic Center Plaza Santa Ana, CA 92701 Dear Ms. Schnaider: Regal Court Reporting, Inc. is honored to present our enclosed comprehensive proposal in response to the City of Santa Ana's RFP for Court Reporter & Transcription Services, per Invitation #24-034. Founded in 2007 by my wife, Stephanie Leslie, and myself, Regal Court Reporting is a certified shorthand reporter -owned and operated agency that has steadfastly upheld the values and integrity of a family -owned enterprise in an industry landscape increasingly dominated by large, impersonal corporations. Our founding ethos is rooted in providing unparalleled, client -centric services, where each engagement is approached with a personalized touch, mirroring the care and attention to detail that is emblematic of our family -run business. We are acutely aware of the pivotal role that a proficient and dependable court reporter plays. It is with this understanding that we extend our proposal, aspiring to become an integral partner to the City of Santa Ana in this vital capacity. We sincerely appreciate the opportunity to present our proposal. We are at your disposal for any further information or discussions that may be required in its evaluation. Thank you for considering Regal Court Reporting, Inc. as your partner in court reporting and transcription services. We are eager to contribute our expertise and services to the City of Santa Ana. Very truly yours, Isaiah Leslie, Co -Founder Regal Court Reporting, Inc. i sai ahg regal courtreporting. com 1551 N. Tustin Ave, Ste 750, Santa Ana, CA 92705 1 Phone: 866.228.2685 1 www.regalcourtreporting.com City Council 10 — 60 7/16/2024 AdR GAL � COURT REPORTING Table of Contents SERVICESPROVIDED................................................................................................................................................. 3 CONSULTANTAGREEMENT.................................................................................................................................... 5 FIRM AND TEAM EXPERIENCE.............................................................................................................................. 15 Resume of Isaiah Leslie, Co-Founder....................................................................................................................16 Resume of Stephanie Leslie, Co -Founder and CEO..............................................................................................18 PROPOSEDWORK PLAN..........................................................................................................................................19 ATTACHMENTS Attachment A- 1, Proposer's Certification.............................................................................................................21 AttachmentA-2, Fee Schedule..............................................................................................................................22 AttachmentB, References.....................................................................................................................................23 AttachmentC, Proposer's Statement.....................................................................................................................25 Attachment D, Non -Collusion Affidavit................................................................................................................26 Attachment E, Non -Lobbying Certification..........................................................................................................27 Attachment F, Non-Descrimination Certification..................................................................................................28 1551 N. Tustin Ave, Ste 750, Santa Ana, CA 92705 1 Phone: 866.228.2685 1 www.regalcourtreporting.com City Council 10 — 61 7/16/2024 44R GAL �� COURT REPORTING SERVICES PROVIDED A. General Description Regal Court Reporting, Inc. ("Regal") shall provide the City of Santa Ana ("City") with Certified Shorthand Reporters ("CSRs") for the City's Personnel Board Hearings. B. Availability of Certified Shorthand Reporters Regal acknowledges the essential need for court reporting services during evening hours. Regal has a robust team of CSRs who are flexible and available for scheduling during the evening hours as required by the City. Further, Regal's CSRs will be able to provide proof of their certification prior to the hearing for which they are providing services, and will be equipped to provide realtime services and recounts during hearings. Regal shall also instruct all CSRs to plan to be present in the location of the hearing (with all necessary equipment set up), no less than ten (10) minutes before the scheduled start time. C. Confirmation of Appointment Regal shall notify the City of the placement of the CSR three (3) business days prior to the scheduled hearing date. If Regal cannot place a CSR, they shall communicate with the City until they receive acknowledgement that a CSR was not scheduled for the hearing. D. Completed Transcript — Certified Copy and Original — Sealed Copy Regal shall provide electronic copies of transcripts of proceedings within 14 calendar days of the proceeding date. As such, Regal agrees to hold a copy of the transcript for a minimum of one (1) year after the conclusion of the hearing. The transcript shall include: (1) certification of original transcript and one copy; (2) condensed transcript ("mini"); and (3) word index. The original transcript shall be delivered to the requesting agency no later than 14 calendar days from when it is prepared. 1551 N. Tustin Ave, Ste 750, Santa Ana, CA 92705 1 Phone: 866.228.2685 1 www.regalcourtreporting.com City Council 10 — 62 7/16/2024 44R GAL COURT REPORTING E. Format of Transcripts Regal shall provide all hearing transcripts to the City in PDF format, or if requested, on 25-line numbered paper. All hearing transcripts shall go through Regal's rigorous Quality Control process prior to submission to the City, and shall include the CSR's signed certification page. Further, each hearing exhibit shall have a unique and sequential exhibit name or number. F. Expedited and/or Rough Transcripts When requested, Regal shall provide an expedited rough transcript within as little as 24 hours, up to one week. G. Invoices for Services Regal shall prepare an invoice for each hearing conducted. For expedited work, the invoice shall state the name of the person who made the request, as well as the time and date of the expedited request. In addition, all invoices shall state the date of the hearing, the name of the Personnel Board Secretary, the property address, Personnel Board case number and the appellant's name. H. Reproduction Activity Regal has the ability to reproduce photos, drawings, charts, and graphs used in hearings. Regal shall safeguard original exhibits provided by the hearing secretary so as to return them in their original condition and sequences. 1551 N. Tustin Ave, Ste 750, Santa Ana, CA 92705 1 Phone: 866.228.2685 1 www.regalcourtreporting.com City Council 10 — 63 7/16/2024 LEGAL COURT REPORTING FIRM AND TEAM EXPERIENCE Regal Court Reporting, Inc. is a certified shorthand reporter -owned and operated agency founded in 2007 by Isaiah and Stephanie Leslie. Stephanie's experience as a CSR and Isaiah's experience in sales and marketing form the foundation of Regal's distinctive identity — a court reporting agency dedicated to fulfilling the comprehensive needs of any client, with the personalized touch and care inherent in a family -owned business. Regal prides itself in having built a team that exemplifies an unwavering commitment to delivering excellence and integrity. With 16 on staff and hundreds of court reporters in its network, Regal keeps an eye to the future, constantly striving to expand its clientele while making sure to maintain a staff robust enough to protect and enhance the customer experience. ii. Regal Court Reporting, Inc., is headquartered at 1551 N. Tustin Avenue, Suite 750, Santa Ana, CA 92705, conveniently located near the office of the City of Santa Ana. iii. Project Manager / Principal Agent: Stephanie Leslie, Co -Founder slesliegregalcourtreporting. com (866) 228-2685 iv. Resumes attached herewith. 1551 N. Tustin Ave, Ste 750, Santa Ana, CA 92705 1 Phone: 866.228.2685 1 www.regalcourtreporting.com City Council 10 — 64 7/16/2024 Isaiah Leslie Santa Ana, California, United States isaiah@regalcourtreporting.com 714-474-3606 linkedin.com/in/isaiahleslie Summary As a co-founder of Regal Court Reporting, I have been providing court reporting and litigation support services to AM 100 law firms, In-house and municipal organizations for over 17 years. My mission is to make depositions, arbitrations, hearings, public meetings and trials easier with our customized service, which includes court reporting, videography, interpreting, realtime, remote depositions, online depository, online scheduling, and trial technology. I am also an entrepreneur and a producer with 9 years of experience in video production and documentaries. I co- founded Regality Media, a production company that specializes in documentaries, commercials, branded content, and production services. I am currently working on a feature-length sports documentary, Wild About '88, The Rise of Arizona Wildcats basketball, and looking for a corporate or media partner to help finance post -production and distribution. I have a BA in Political Science from the University of Southern California and have published several articles on topics such as the California court system, the San Onofre Nuclear Generation Station, and the Irvine Ranch Water District. Experience Co -Founder Regal Court Reporting, Inc. Jun 2007 - Present (16 years 10 months) We provide court reporting and litigation support services from the point of discovery through to the end of trial. We are big enough to deliver on all almost every service along the way, whether it's court reporting (in depositions or trial), videography (including site inspections and independent medical exams), interpreting, realtime, remote depositions, online depository, online scheduling or Trial Technology. We're not a corporate corporation with multiple levels of phone trees and staff. When you call us, you get the person you need to speak with in the right department, the first call, every time. President Regality Media Jan 2014 - Present (10 years 3 months) Regality Media is a production company specializing in documentaries, commercials, branded content, and production services. Whether you are a creative agency embarking on a new campaign, a company with a product to promote, or a fellow filmmaker in need of support, we can help. We utilize both in-- house talent, and a wide network of film professionals to help our clients tackle projects of any size. At Regality, "cinematic" is more than just an aesthetic buzzword. It's a holistic philosophy that puts equal emphasis on both style and substance. Our award winning work has been highlighted by The Orange County Business Journal, The Arizona Daily Star, as well as on TV and radio. - Producer Waterfoot Films LLC City Council Isaiah Leslie - �5 7/16/2024 Apr 2014 - Present (10 years) Promotion and distribution of The Invisible Man, a five -part web -series. Development of future projects, content and distribution channels. Account Manager Chemcentral Nov 2003 - Jul 2005 (1 year 9 months) Account Manager, Sales & Marketing, Development of new sales Sales Specialist The Seal Beach Sun Newspaper Mar 2002 - Nov 2003 (1 year 9 months) Managed the Classifieds, Service and Legal Directory, Wrote several Op -Ed pieces, conducted on -the - street interviews Education 13University of Southern California BA, Political Science 1996 - 2002 Political Science Skills Leadership Management • Business Development • Litigation Support • Wedding Officiant Depositions Court Reporting • Training City Council Isaiah Leslie - §6 7/16/2024 Stephanie Leslie 1622 North Dressage Street, Orange, California 92869 1 (714) 904-5969 1 sleslie@regalcourtreporting.com Experience OWNER / CEO I REGAL COURT REPORTING I JULY 2007 - PRESENT Recruit, hire, train certified stenographers Management of quality control - transcript production Preparation of employee payroll Licensed stenographer reporting depositions, arbitrations, public meetings, and court proceedings FREELANCE STENOGRAPHER I JILIO VERITEXT, SARNOFF I SEPTEMBER 2004 - JUNE 2008 Purchased and managed court reporting equipment Traveled to various locations as requested to swear in witnesses and report testimony stenographically Edited, proofread, and produced final transcripts of testimony as requested by agency and their clients Education ASSOCIATE OF ARTS I MAY 2002 1 FLORIDA COLLEGE, TEMPLE TERRACE, FLORIDA CERTIFICATE OF COURT REPORTING I JULY 2004 1 SOUTH COAST COLLEGE, ORANGE, CALIFORNIA Additional Certifications Registered Professional Reporter (RPR) from National Court Reporters Association Certified Realtime Reporter (CRR) from National Court Reporters Association California Certified Realtime Reporter (CCRR) from California Deposition Reporters Association Skills & Abilities • Excellent interpersonal and communication skills Poised under pressure Detail oriented Task oriented Reliable with deadlines Activities and Interests Outdoors, traveling, church activities City Council 10 — 67 7/16/2024 .�' LEGAL COURT REPORTING PROPOSED WORK PLAN Upon receiving a scheduling request from the City of Santa Ana ("City"), Regal Court Reporting, Inc. ("Regal") shall immediately add each request to calendar. ii. Two weeks in advance of the hearing date, Regal shall reach out to its network of Certified Shorthand Reporters ("CSRs") to secure coverage. iii. Regal shall notify the City of the placement of the CSR three business days prior to the scheduled hearing date. If Regal cannot place a CSR, they shall communicate with the City until they receive acknowledgement that a CSR was not scheduled for the hearing iv. Regal shall instruct the CSRs to be present at the location of the hearing, with all necessary equipment set up, no less than 10 minutes before the scheduled start time. V. When requested, Regal shall provide an expedited rough transcript within as little as 24 hours, up to one week. vi. Regal shall send reminders to CSRs at 10 and 12 calendar days to ensure timely delivery of transcripts. vii. Upon receiving transcripts from CSRs, said transcripts will be subject to Regal's rigorous Quality Control protocol to verify accurate speaker identification and spellings, and revisions shall be requested from CSRs as needed. viii. Regal shall reproduce photos, drawings, charts, and graphs used in hearings, and safeguard original exhibits provided by the hearing secretary so as to return them in their original condition and sequences. ix. Regal shall provide electronic copies of Q/C'd transcripts within 14 calendar days of the proceeding date. As such, Regal agrees to hold a copy of the transcript for a minimum of one (1) year after the conclusion of the hearing. The transcript shall include: (1) certification of original transcript and one copy; (2) condensed transcript ("mini"); and (3) word index. The original transcript shall be delivered to the requesting agency no later than 14 calendar days from when it is prepared. All transcripts will be produced and provided to the City in PDF format, or if requested, on 25-line numbered paper. All hearing transcripts shall include the CSR's signed 1551 N. Tustin Ave, Ste 750, Santa Ana, CA 92705 1 Phone: 866.228.2685 1 www.regalcourtreporting.com City Council 10 — 68 7/16/2024 44R GAL COURT REPORTING certification page, and each hearing exhibit shall have a unique and sequential exhibit name or number. X. Within one or two days of transcript production, Regal shall prepare an invoice for each hearing conducted. For expedited work, the invoice shall state the name of the person who made the request, as well as the time and date of the expedited request. In addition, all invoices shall state the date of the hearing, the name of the Personnel Board Secretary, the property address, Personnel Board case number and the appellant's name. 1551 N. Tustin Ave, Ste 750, Santa Ana, CA 92705 1 Phone: 866.228.2685 1 www.regalcourtreporting.com City Council 10 — 69 7/16/2024 (9) CITY OF SANTA ANA ATTACHMENT A-1 PROPOSERS CERTIFICATION Certification -1 certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit 1) and am qualified to provide services being requested as specified herein. 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'S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Proposals. Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions. REGAL COURT REPORTING INC. (866) 228-2685 LEGAL. NAME OF COMPANY PHONE AND FAX NUMBERS 1551 N. TUSTIN AVENUE SUITE 750 SANTA ANA CA 92705 BUSINESS ADDRESS ISAIAH LESLIE CO-FOUNDER PRINTED NAME OF AUTHORIZED AGENT TITLE 3/23/2024 ISA S)bf4ATURE OF AUTHORIZED AGENT DATE �REG_ALCOU RTREPOR_TING.CO_M E-MAIL ADDRESS 26-1751903 NIA FEDERAL 10 NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IFAPPLICABLE) 3(--�e 46�f CITY OF SANTA ANA BUSINESS LICENSE NUMBER (PLEASE PROVIDE IF AVAILABLE, BUT NOT REQUIRED UNTIL AND IF AN AWARD IS MADE TO PROPOSER.) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of OR? 6euncll RFP 24-+0341 0 — 70 7/1 gfi@E)2*f 34 CITY OF SANTA ANA ATTACHMENT B REFERENCES City 0Qjjyt�A,wncil RFP 24-033 0 — 71 7/l 6k2 of 34 CITY OF SANTA ANA 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 Huntington Beach - City Attorney's Office Contact Individual: Chris Keleman Address: 2000 Main Street, 4th Floor Phone Number: 714-536-5555 Huntington Beach, CA 92648 EMAIL: Chris surfcit -hb.or Contract Amount: $10.000 Year: 2023 Description of supplies, equipment, or services provided: Court reporter and transcription services REFERENCE Customer Name: City of Anaheim Contact Individual: AFmana Hefflandez Address: 200 S. Anaheim Blvd. Ste 620 Phone Number: 714-765-5110 Anaheim CA 92805 EMAIL: arihernandez(cDanaheim.net Contract Amount: $5,000 Year: 2023 Description of supplies, equipment, or services provided: Court reporter and transcription services REFERENCE Customer Name: 32nd District Agricultural Association, State of C8'0fE)Fn0a Contact Individual: Summer Angus Address: 88 Fair Drive Phone Number: 714-708-1514 Costa Mesa CA 92626 EMAIL: SAngus(a)ocfair.com Contract Amount: $49,000 Year: 2020 - 2022 Description of supplies, equipment, or services provided: Provided court reporters for Monthly board meetings and special committee meetings THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City 0QjjytrAwnclI RFP 24-033 0 — 72 7/16k2 of 34 (9) CITY OF SANTA ANA ATTACHMENT C PROPOSER'S STATEMENT Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City 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 Executive Director or his 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 proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City's legal holidays), or the funds, check, draft, or proposer's bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difl:{cult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance certificates are to be incorporated by reference into this agreement and are made specifically as part of this RFP. Firm Regal Court Reportinq, Inc. Signed and Printed Name: Title Co-founder Date 3f2�w�� THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WiLL BE CONSIDERED NONRESPONSIVE. City of S 4 City Council 10 — 73 7/16/2024 CITY OF SANTA ANA ATTACHMENT D NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CiTY OF SANTA ANA in accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, 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 proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal 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 proposal. 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. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of County of Subscribed and sworn to (or affirmed) before me on this i � tk _stay of f 201_�_, by ?jrk) E LeSj i E , proved to me on the basis of satisfactory evidence to be the persono) who appeared before me. i Notabilc Signature ,..................................... s PORFIRirO PINEDA Uptu GOMi10 * 2394716 T s ORANGE County �•:. r � CalifQrni� llsR«rY •utili�;' Comm €xp Fen, 22. 2026: _............. ................... Notary Public Seal THiS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL., PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of 0 i y ouncil 10 — 74 7/ 0° 34 CITY OF SANTA ANA ATTACHMENT E 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 44 such subrecipients shall certify and disclose accordingly. Signed: Title: Co -Founder Firm: Regal Court Reporting, Inc. Date. 3/2312024 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL, PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of bfi y ouncil 10 — 75 7/ft `°k CITY OF SANTA ANA ATTACHMENT F 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. 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. 2. 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 City oQjjytrAwnciI RFP 24-033 0 — 76 7/16b2 of 34 El CITY OF SANTA ANA 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: Co -Founder Firm: Regal Court Reporting, Inc. Date: 3/23/2024 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of s i Mouncil RFP 24-034 10 — 77 7/M2 34 EXHIBIT C CONSULTANT'S FEE PROPOSAL City Council 10 — 78 7/16/2024 CITY OF SANTA ANA ATTACHMENT A-2 PERSONNEL BOARD APPEAL HEARINGS PROPOSAL PRICING FEE SCHEDULE Description of Service — Regal Court Reporting, Inc. Proposal Rate Per Service 1. Administrative Appeal Appearances: a. $1,135 (up to 3 hours) a. Half day hearing b. $2,245 b. Full day hearing c. $85/hour c. Overtime/Evening rate after 6:00 m 2. Maximum Cancellation Fee: Provide cancellation policy The Cancellation Fee is chargeable when cancellation is made $555 after 4:00 pm the day before the scheduled administrative appeal $1,135 if reporter is en route proceeding. 3. Transcript: Per page for original and certified copy (Rates are based on 25- $8.25/page line Per Page Format and Minimum Transcript Format Standards) 4. Expedited Transcript: a. Next Day a. addtl 100% of page rate b. 2-3 Business Days b. addtl 90% of page rate c. 4-5 Business Days c. addtl 70% of page rate d. 6-9 Business Days d. addtl 50% of page rate 5. Expedited Rough Electronic Transcript During Hearing: $2.15/page Next Da with purchase of full transcript) 6. Transcript Delivery by U.S. PostalMail: $35 per box 7. Transcript Delivery by Other Delivery Service or Vendor Drop Off: $50 per box Per delivery in one box of one or more transcripts 8. Real-time Service to Hearing Officer/Counsel: $2.55/page (Please specify any fee that is charged for "real-time" services and $110/unit equipment rental is billed in addition to per page rate 9. Court of Appeal Transcript: Change cover page, Repaginate, and Reprint New Original $2.00/page, $150 minimum Transcript, including exhibits THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City 0QjjytrAwnciI RFP 24-033 0 — 79 7/16k2 of 34 Community Development Agency www.santa-ana.org/community-development Item # 11 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 16, 2024 TOPIC: Regional Assessment of Fair Housing and Memorandum of Understanding with Surrounding Jurisdictions AGENDA TITLE Agreement with MDG Associates, Inc. for the Preparation of the Fiscal Year 2025-29 Regional Assessment of Fair Housing and Memorandum of Understanding with Surrounding Jurisdictions RECOMMENDED ACTION 1. Authorize the City Manager to execute an Agreement with MDG Associates, Inc. to prepare the Fiscal Year 2025-29 Regional Assessment of Fair Housing (AFH), whereby the City will act as the lead for the Regional AFH, in an amount not to exceed $159,882 for a one-year term beginning August 1, 2024 and expiring July 30, 2025 (Agreement No. A-2024-XXX). 2. Authorize the City Manager to execute a Memorandum of Understanding and Payment Agreement with all of the surrounding jurisdictions in Orange County to jointly engage MDG Associates, Inc. to provide a Regional AFH, and authorize the City Attorney to reasonably revise or amend the Memorandum of Understanding as needed in order to collect payment, substantially in the form attached hereto, with all of the surrounding jurisdictions participating in the Regional AFH (Agreement No. A- 2024-XXX). GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION The Fair Housing Act of 1968 requires jurisdictions that receive federal funds from the U.S. Department of Housing and Urban Development (HUD) for the Community Development Block Grant, Emergency Solutions Grant, and/or the HOME Investment Partnerships program to prepare an Assessment of Fair Housing to address the impediments to fair housing choice that are within their ability to control or influence. In Orange County, all federal grantees of these sources of funding from HUD, including the City of Santa Ana (City), have decided on a collaborative, regional approach to complete a Regional Assessment of Fair Housing. This assessment will determine current impediments to fair housing choice in the private and affordable housing sectors and identify appropriate strategies or remedies to address these impediments for each participating jurisdiction over the next five years from 2025 to 2029. City Council 11 — 1 7/16/2024 Regional Assessment of Fair Housing and Memorandum of Understanding with Surrounding Jurisdictions July 16, 2024 Page 2 This regional approach to the Assessment of Fair Housing has been undertaken previously and included the City. In 2015, the City of Newport Beach took the lead, followed by the City of Anaheim in 2020, to procure and lead an agreement with a qualified consultant to complete a Regional Assessment of Fair Housing. Both the City of Newport Beach and City of Anaheim, respectively, executed an agreement with a consultant as the lead and issued payment on behalf of all of the surrounding jurisdictions in Orange County in return for a proportional reimbursement. For the five- year period for Fiscal Years (FY) 2025-29, the City has agreed to assume this leadership role in procuring this agreement and issuing payment. Procurement Process Staff collaborated with all of the surrounding jurisdictions in Orange County to draft a Request for Proposals and select a qualified consultant to complete the Regional Assessment of Fair Housing. Following an inclusive regional review process, on March 11, 2024, staff issued a Request for Proposals (RFP No. 24-036A) for the preparation of the FY 2025-29 Regional Assessment of Fair Housing. Four firms submitted proposals, with the following total costs: 1) Veronica Tam and Associates, Inc.: $290,960 2) MDG Associates, Inc: $159,822 3) GROW America (formerly the National Development Council): $99,210 4) Willdan Engineering: $50,260 Representatives from five surrounding jurisdictions reviewed and scored the proposals. Each of the four firms underwent a comprehensive evaluation, assessing their experience, methodology, public engagement strategies, and total cost. While all four firms were qualified, MDG Associates, Inc. stood out due to their exemplary experience. As a result, the regional committee and City staff recommend entering into an Agreement with MDG Associates, Inc. to prepare the FY 2025-29 Regional Assessment of Fair Housing in an amount not to exceed $159,882 for a one-year term beginning August 1, 2024 and expiring July 30, 2025 (Exhibit 1). With approval by City Council, this Regional Assessment of Fair Housing will be completed for the City and all of the surrounding jurisdictions in Orange County paid for proportionally through a Memorandum of Understanding and Payment Agreement (MOU) (Exhibit 2). The City's proportionate share of the cost of this MOU will be $16,456.65. The contributions for each jurisdiction were determined by population size, directly linked to the federal funds allocated to each jurisdiction by HUD. If a jurisdiction decides not to execute the MOU following their prior commitment, that jurisdiction will not be included in the Regional Assessment of Fair Housing (AFH) and the portion of payment required by all participating jurisdictions will be increased, including the City. Since there are 33 other jurisdictions, with their respective attorneys and financial officers, who will be reviewing the MOU before making payment, staff is also requesting authorization for the City Attorney to reasonably revise the template MOU as needed. City Council 11 —2 7/16/2024 Regional Assessment of Fair Housing and Memorandum of Understanding with Surrounding Jurisdictions July 16, 2024 Page 3 Authorizing the City Attorney to revise the MOU, as needed, will assist in collecting payments, substantially in the form attached hereto, with all of the surrounding jurisdictions participating in the Regional Assessment. An example of what would not constitute a revision "substantially in the form attached hereto" includes the following nonnegotiable item: a "Payor" that does not agree to pay their proportional allocation of costs based on population estimates provided in Exhibit B. This means negotiable items for the City Attorney may include, but not be limited to, a Payor that requires payment to be made to the City in installments, a Payor that declines to accept one or more of the Standard Provisions in the MOU, or some other unanticipated issue or concern that one or more attorneys or staff from the surrounding jurisdiction(s) could require of the City when they are requested to sign the MOU in return for making payment. The spirit and intent of the MOU is to serve as an invoice with certain terms and conditions for payment. Key Terms in Agreement with MDG Associates, Inc. MDG Associates, Inc. (MDG) will communicate regularly with all jurisdictions participating in the development of the Regional AFH. Throughout the process, MDG will facilitate monthly check -in meetings with all participating jurisdictions and provide bi- weekly summary reports. To ensure consistent feedback and input, MDG will develop the Regional AFH in an iterative process and provide sections and components to the participating jurisdictions for feedback throughout the duration of the project. MDG will undertake nine primary tasks to develop the Regional AFH: 1. Project Kick Off and Coordination 2. Data Collection 3. Data Assessment 4. Regulatory Review 5. Outreach and Input Process 6. Community Forums and Public Meetings 7. Draft Regional Assessment of Fair Housing 8. Final Regional Assessment of Fair Housing 9. (Optional) Presentation at Participating Jurisdictions' Council Meeting(s). Following the completion of their research and analysis, MDG will also draft a comprehensive five-year plan detailing recommended action items tailored to address the identified fair housing impediments across jurisdictions. These recommendations will be categorized into three tiers: individual jurisdiction actions, sub -regional actions, and regional actions. Individual actions pertain to initiatives within each jurisdiction's purview, while sub -regional and regional actions will require intercity cooperation or involvement at the County, State, and/or Federal level. MDG's work will begin in August 2024 and be completed by July 2025. To meet HUD requirements, each jurisdiction must secure approval of the Regional AFH from their respective governing bodies. Subsequently, the approved Regional AFH must be submitted to HUD by each jurisdiction to ensure compliance. City Council 11 —3 7/16/2024 Regional Assessment of Fair Housing and Memorandum of Understanding with Surrounding Jurisdictions July 16, 2024 Page 4 Key Terms in Memorandum of Understanding The Memorandum of Understanding and Payment Agreement (MOU) includes the following key terms: • Term: August 1, 2024 to July 30, 2025 • Each surrounding jurisdiction agrees to their 2024 population estimate and proportional payment to the City as a percentage of the total cost of $159,822 for the services to be provided by MDG Associates, Inc. (For example, the County of Orange will pay $23,840.82 and the City of Anaheim will pay $18,011.41 to the City.) • The City will make payment to MDG Associates, Inc. in six installments based upon their Scope of Work up to a total amount of $159,822. If the Agreement with MDG Associates, Inc. and the MOU are not approved by City Council, the City will need to inform the surrounding jurisdictions that the City is not able to participate in this regional partnership and their respective staff will need to identify an alternative plan. The deadline for each jurisdiction to submit their Assessment of Fair Housing to HUD is before June 30, 2025 and the development of a complete Assessment takes up to a year. FISCAL IMPACT While the City is serving as the lead jurisdiction for contracting purposes, there are 33 surrounding jurisdictions sharing in the cost of preparing the Regional Assessment of Fair Housing. Each of the participating jurisdictions has confirmed that they will execute the Memorandum of Understanding (MOU) agreeing to pay their identified share of the total cost. The City's proportionate share of the total cost will be $16,456.65. If a jurisdiction decides not to execute the MOU following their prior commitment, that jurisdiction will not be included in the Regional Assessment of Fair Housing and the portion of payment required by all participating jurisdictions will be increased, including the City's portion up to the total amount of the Agreement. Funds were available in the CDA-Service Enhancements Contract Services account (01118017-62300) in FY 2023-24. Therefore, a proposed carryover of unspent funds will be presented to City Council in September for approval of carryovers to FY 2024-25. EXHIBIT(S) 1. Agreement with MDG Associates, Inc. 2. Memorandum of Understanding - Template Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Alvaro Nunez, Acting City Manager City Council 11 — 4 7/16/2024 EXHIBIT 1 AGREEMENT FOR 2025-2029 REGIONAL ASSESSMENT OF FAIR HOUSING PLAN BETWEEN MDG ASSOCIATES, INC. AND CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this _1 st day of August, 2024 by and between MDG Associates, 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 March 11, 2024, the City issued Request for Proposal No. 24-036A ("RFP"), by which it sought qualified consultants to provide special skill and knowledge in the field of conducting a thorough examination of the Regional Assessment of Fair Housing Plan in accordance with current U.S. Department of Housing and Urban Development (HUD) guidelines, for the years 2025 to 2029. The RFP shall be incorporated by reference as though attached hereto in full. B. Consultant submitted a timely and responsive proposal that was selected by the City. Consultant represents that Consultant is able and willing to provide such services to the City as described in the scope of work that was included in the RFP. 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. Consultant shall comply with all federal requirements detailed in the City's RFP also attached hereto as Federal Requirements - Exhibit B. 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 C. The total amount to be expended during the term of this Agreement shall not exceed $159,882. b. Payment by City shall be made within forty-five (45) days following receipt of proper Page 1 of 15 #406137v1 City Council 11 — 5 7/16/2024 EXHIBIT 1 invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on July 30, 2025, 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 Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and 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 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 Page 2 of 15 #406137vl City Council 11 — 6 7/16/2024 EXHIBIT 1 the performance of the work hereunder and the results of that work by the Consultant, his agents, representatives, employees or subcontractors. MINIMUM SCOPE OF INSURANCE Consultant shall maintain limits of insurance coverage in the following minimum amounts and 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 and $2,000,000 aggregate. 2. Automobile Liability: Insurance Services Office Form Number CA 00 01 covering any auto (Code 1) with combined single limits of $1,000,000. 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, per employee, per policy for bodily injury or disease. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or 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: 1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. All required insurance policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant for City. 3. All required insurance policies: For any claims related to this contract, Permittee's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written shall be provided to City for policy cancellation or nonrenewal Page 3 of 15 #406137vl City Council 11 — 7 7/16/2024 EXHIBIT 1 due to non-payment. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701. The name and location of event should be included in the Description of Operations section of each certificate. 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. 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 the City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligationto 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. 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 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, the Consultant must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Subcontractors Consultant shall require and verify that all sub -contractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from sub -contractors. 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 15 #406137vl City Council 11 — 8 7/16/2024 EXHIBIT 1 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) fbr personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs fbr 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. 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. Page 5 of 15 #406137v1 City Council 11 — 9 7/16/2024 EXHIBIT 1 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 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. Page 6 of 15 #406137v1 City Council 11 — 10 7/16/2024 EXHIBIT 1 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 15. 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 Page 7 of 15 #406137v1 City Council 11 —11 7/16/2024 EXHIBIT 1 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: To City: 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: Executive Director, Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-6956 To Consultant: Rudy Munoz President MDG Associates, Inc. 10722 Arrow Route, Suite 822 Rancho Cucamonga, CA 91730 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. Page 8 of 15 #406137v1 City Council 11 — 12 7/16/2024 EXHIBIT 1 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is.withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 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 Bv�(4 GAG Zt4 4L u Andrea Garcia -Miller Assistant City Attorney RECOMMENDED FOR APPROVAL: Michael L. Garcia Executive Director Community Development Agency #406137v1 CITY OF SANTA ANA Alvaro Nunez Acting City Manager Page 9 of 15 City Council 11 — 13 7/16/2024 EXHIBIT 1 EXHIBIT A SCOPE OF SERVICES City Council 11 — 14 7/16/2024 EXHIBIT 1 (a CITY OF SANTA ANA EXHIBIT I SCOPE OF SERVICES Consultant shall perform services as set forth below. A. Assessment of Fair Housing 1. Provide a concise overview of the current HUD requirements and guidelines to ensure full compliance with relevant regulations. 2. Conduct a thorough examination of the Regional Assessment of Fair Housing Plan for 2025 - 2029 as well as any Analysis of Impediments to Fair Housing Choice prepared for jurisdictions within Orange County in the last five years. i. Perform a comprehensive review of actions taken by participating jurisdictions to address identified impediments. 3. Collaborate with each fair housing service organization operating within Orange County to gain a deep understanding of current fair housing issues. 4. Collect relevant data and information to prepare the Regional AFH in accordance with current HUD regulations and the Fair Housing Planning Guide. 5. Engage with each participating jurisdiction, housing authority within Orange County, and relevant regional agencies or task forces to gather and analyze pertinent information for the Regional AFH, ensuring alignment with current HUD regulations and the Fair Housing Planning Guide. 6. Conduct community engagement activities to hear directly about fair housing issues affecting residents of Orange County, reaching out to: i. Tenants, ii. Landlords, iii. Homeowners, iv. Fair housing organizations, v. Civil rights and advocacy organizations, vi. Legal services providers, vii. Social services providers, viii. Housing developers, and ix. Industry groups 7. Facilitate outreach to fair housing stakeholders and the general public, providing opportunities for involvement in the Regional AFH development process. City Council 11 — 15 7/16/2024 EXHIBIT 1 aCITY OF SANTA ANA i. Implement a consultation and input process inclusive of: a) Diverse groups, b) Fair housing organizations, c) Community -based organizations, d) Housing providers, e) Realtors, f) Lenders, g) Planning officials, and h) Other relevant stakeholders 8. Utilize contact lists maintained by participating jurisdictions for outreach. 9. Organize community forums/meetings as necessary to complete the Regional AFH, with a minimum of four proposed forums/public meetings held in various geographical areas within the county, with at least two of the meetings offering a hybrid option for Virtual participation. Responsibilities include: i. Participant invitations, ii. Agenda preparation, iii. Provision of handouts and presentation materials, and iv. Ensuring availability of interpretation services. v. Maintain transcripts and minutes of forums/meetings, including citizen comments/input. Conduct at least: vi. Two evening community meetings of the four meetings total. vii. A focus group with a wide array of nonprofit organizations and government officials. viii. Additional outreach for members of protected classes, including but not limited to the Latino, Vietnamese, Korean and Persian communities. All community meetings will have translation services available if requested in: ix. Spanish, x. Vietnamese, City Council 11 — 16 7/16/2024 EXHIBIT 1 C) CITY OF SANTA ANA xi. Korean, xii. Mandarin and xiii. Arabic In addition, all meetings will be held in locations accessible to people with mobility issues. 10. Ensure all materials, outreach efforts, and meetings are accessible in languages relevant to the county, including but not limited to: i. Spanish, ii. Vietnamese, iii. Korean, iv. Mandarin, and v. Arabic 11. Include and, if necessary, develop tabular data or maps in accordance with current HUD regulations, Fair Housing Planning Guide and State Law, Title 7, indicating concentrations of: i. Minority residents, ii. Residents living in poverty, iii. Availability of public transportation, iv. Lending rates (HMDA data), v. Section 8 rental assistance, vi. Public housing, vii. Group homes, and viii. Other information 12. Information and analysis of the effects of: i. Building, occupancy and health, and safety codes on housing and the use of accessibility standards and reasonable accommodation in local construction. ii. Applicable zoning and land use laws and policies that may place restrictions on housing or housing choice and the application of reasonable accommodation with respect to disabled populations. iii. Policies and practices concerning the application of local neighborhood or site standards on new construction, especially for assisted housing development. City Council 11 — 17 7/16/2024 EXHIBIT 1 C) CITY OF SANTA ANA iv. Policies and practices that connect transportation and available social services with housing opportunities. v. Policies and practices that may affect the equal provision of governmental services. vi. Policies concerning activities that may cause displacement, which may affect opportunities to select housing inside and outside areas of minority concentration, or housing that is accessible. vii. Policies and practices that may affect the representation of minorities and persons with a disability on planning and/or zoning boards and commissions. viii. Policies and practices of public housing authorities and other housing assistance providers with respect to tenant selection and assignment, reasonable accommodation, delivery of services, maintenance and accessibility. ix. Policies and practices regarding the sale and rental of real estate, such as steering or "blockbusting," "all adult" issues, deed restrictions, inaccessible design, local occupancy standards and practices, local lending practices, real estate appraisal practices, insurance underwriting practices, and segregated housing conditions. 13. Address any additional components necessary for the Regional AFH to align with current HUD regulations or the Fair Housing Planning Guide that are not explicitly mentioned in this RFP. B. 5-Year Fair Housing Action Plan The following tasks shall be included: 1. Preparation of strategies and action steps to address and eliminate identified impediments to fair housing choice both for individual jurisdictions and on a regional level. 2. Prepare a Joint Equity Plan following robust community engagement that contains an analysis of fair housing issues confronting the region and Public Housing Authorities (PHAs), goals, and strategies to remedy those issues in concrete ways, and a description of community engagement. i. The Equity Plan is the fair housing plan that will be prepared to commit cities and PHAs to goals that advance equity in housing, community development programs, and residents' access to well-resourced areas, opportunity, and community assets. ii. The Equity Plan should be developed with the input of the community and consist of an analysis of fair housing data and issues, a prioritization of the issues that would be addressed, and the establishment of and commitment to undertake fair housing goals. Those goals would then be incorporated into subsequent planning documents, such as the Consolidated Plan, Annual Action Plan, and PHA Plan. iii. The Equity Plan should shall include but not be limited to topics in the following areas: a) Demographics; City Council 11 — 18 7/16/2024 EXHIBIT 1 CITY OF SANTA ANA b) Segregation and integration; c) Racially or ethnically concentrated areas of poverty (R/ECAPs); d) Access to community assets; e) Access to affordable housing opportunities; f) Access to homeownership and economic opportunity; g) Policies and practices impacting fair housing; h) Other topics as may be required by updated HUD requirements or guidance. iv. Information from the participating cities' Housing Elements approved by the State of California Department of Housing and Community Development will be used and incorporated as much as possible into the Equity Plan. 3. First year annual progress evaluation that describes progress toward each goal in the Equity Plan. 4. Strategies and actions shall be identified separately for each participating jurisdiction and include appropriate prioritization after consultation with each jurisdiction. Suggested prioritization might be: i. High Priority - complete recommended action within 1 year; ii. Medium -High Priority — complete recommended action within 2 years; iii. Medium Priority - complete recommended action within 3 years; iv. Medium -Low Priority — complete recommended action within 4 years; v. Low Priority — complete action within 5 years; vi. Ongoing Priority — monitor activity on a periodic or ongoing basis. 5. Table listing action to be taken annually to address identified impediments. [These deliverables are based upon HUD's New Proposed "Affirmatively Furthering Fair Housing" Rule published on February 9, 2023. If the Final Rule includes additional requirements or substantial changes, Consultant shall meet those additional requirements and changes from HUD. If the Final Rule is not adopted, the Consultant shall meet HUD's current requirements.] C. Submission of the 5-Year Fair Housing Action Plan 1. Provide periodic progress updates to the regional group as requested (minimum monthly meeting). 2. Provide a draft of the Regional AFH report and 5-year plan in progress for review and comment by the participating jurisdictions, prior to submission of the final document. City Council 11 — 19 7/16/2024 EXHIBIT 1 CITY OF SANTA ANA The draft Regional AFH and 5-year Fair Housing Action Plan document will be made available by each participating jurisdiction for a 30-day public review period prior to presentation of the draft document to each participating jurisdiction's City Council. One bound copy of the completed draft Regional AFH and 5-year Fair Housing Action Plan document along with an electronic version shall be provided by the Consultant to each participating jurisdiction. 3. At the completion of the project, the Consultant shall provide each participating jurisdiction one bound copy of the final Regional AFH and 5-year Fair Housing Action Plan document and an electronic version in a fully searchable and bookmarked PDF file (not exceeding 5MB) that includes all tables, figures, and maps. 4. Complete all work within 240 days of contract execution, no later than April 1, 2025. D. Payment for Services 1. Each participating jurisdiction will pay a pro -rated share of the total costs directly to the lead agency administering the contract pursuant to Attachment A no later than June 30,2025. The pro -rated share will be based upon the 2024 census population or 2024 population estimates of the participating jurisdictions. The lead agency will make payments directly to the Consultant upon successful completion of the scope of work. E. Copies of Existing Plans 1. Copies of each City's current planning documents, including their 5-year Consolidated Plans, Action Plans, Housing Elements, Zoning Codes, and the previous Regional Analysis of Impediments to Fair Housing are available for review upon request. Most, if not all of these documents for each participating jurisdiction are currently available at each City's website. F. HUD Funding The proposed activity will be partially or completely funded with HUD funds in accordance with federal laws and regulations which require that all contracts with consultants for activities utilizing HUD funds adhere to all applicable requirements, including but not limited to a drug -free workplace, non-discrimination, equal employment opportunity, training and business opportunity and non -segregated facilities. The selected Consultant shall certify that they meet all applicable federal requirements. G. HUD Audit or Review In the event of a HUD audit or review of the completed Regional AFH and 5-year Fair Housing Action Plan document, the successful Consultant shall interface with HUD to justify the accuracy of the finished document, describe the techniques of data collection and ensure that the Regional AFH document complies with all HUD requirements, regardless of when audit or review is completed. If HUD requires changes to the completed Regional AFH and 5-year action plan document to meet federal requirements, the successful consultant shall make the changes to the Regional AFH and 5-year Fair Housing Action Plan document by consulting with participating jurisdictions. City Council 11 — 20 7/16/2024 EXHIBIT 1 EXHIBIT B FEDERAL REGULATIONS a. Federal Regulations — Recipient must comply with the government cost principles, uniform administrative requirements and audit requirements for federal grant program housed within Title 2, Part 200 of the Code of Federal Regulations. b. Debarment and Suspension — As required by Executive Orders 12549 and 12689, and 2 CFR §200.212 and codified in 2 CFR Part 200, Recipient must provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal government. c. Audit Records - With respect to all matters covered by this agreement all records shall be made available for audit and inspection by CITY, the grant agency and/or their duly authorized representatives for a period of three (3) years from the date of submission of the final expenditure report by the City of Santa Ana. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Recipient shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Recipient shall make said documents, papers and records available to City and the agency from which City received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Recipient, upon request during usual working hours. d. Reports - Recipient shall provide to City all records and information requested by City for inclusion in quarterly reports and such other reports or records as City may be required to provide to the agency from which City received grant funds or other persons or agencies. e. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Recipient agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors. f. Americans with Disabilities Act of 1990 - (ADA) Recipient must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. g. Political Activity - None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". City Council 11 — 21 7/16/2024 EXHIBIT 1 h. No Lobbying - Recipient will comply with all applicable lobbying prohibitions and laws, including those found in the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352, et seq.), and agrees that none of the funds provided under this award may be expended by the Recipient to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. i. Non -Discrimination and Equal Opportunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Recipient makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Recipient will forward a copy of the findings to CITY which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. If applicable, recipient will comply with the equal opportunity clause in 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375. j. Equal Employment Opportunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR, Subtitle B, Chapter 60), as applicable. k. Public Contracts Code - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. 1. Copeland Anti -Kickback Act - Recipient will comply, and all its contractors and subcontractors (or subrecipients) shall comply, with all requirements of the Copeland "Anti -Kickback" Act (40 U.S.C. 3145) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. (1) Contractor — Contractors shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. Part. 3 as may be applicable, which are incorporated by reference into this contract. (2) Subcontracts — Contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier City Council 11 — 22 7/16/2024 EXHIBIT 1 subcontractor with all of these contract clauses. (3) Breach — A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. m. Davis -Bacon Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 3141-3144 and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. Contractors are required to pay wages to laborers and mechanics at a rate no less than the prevailing wages specified in a wage determination made by the Secretary of Labor. Additionally, contractors are required to pay wages not less than once a week. n. Work Hours and Safety - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3702 and 3704) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. o. Clean Air Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all applicable standards, orders or requirements issued under the Clean Air Act (42 U.S.C. 7401-7671q), and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as applicable. p. Energy and Conservation - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (42 U.S.C. 6201), as applicable. q. Waste Disposal - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. r. Patent Rights - Recipient agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR Part 401 and any other implementing regulations, as applicable. s. Copyright - Recipient may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA) and City reserve a royalty -free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the subcontractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be City Council 11 — 23 7/16/2024 EXHIBIT 1 conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. t. Telecommunications (2 CFR 200.216) - Recipient will comply with FEMA Policy 405-143- 1, Prohibitions on Expending FEMA Award Funds on Covered Telecommunication Equipment or Services (Interim), which prohibits grant recipients and subrecipients from obligating or expending loan or grant funds to procure or obtain, extend or renew a contract to procure or obtain, or to enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is: (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (2) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (3) Telecommunications or video surveillance services provided by such entities or using such equipment. (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. u. Domestic preferences for procurements (2 CFR 200.322) - Recipient agrees that as appropriate and to the extent consistent with law, it will, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). This requirement must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of this provision: "produced in the United States" means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States; and "manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer -based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. v. Equal Employment in Construction Contracts, - Pursuant to Equal Employment Opportunity requirements of 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375, as to any construction contract thereunder, if applicable, during the City Council 11 — 24 7/16/2024 EXHIBIT 1 performance of this contract, the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, 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 will, 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, sexual orientation, gender identity, or national origin. (3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The contractor will send to each labor union or representative of workers with which he 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. (5) The contractor will 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. (6) The contractor will 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 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. City Council 11 — 25 7/16/2024 EXHIBIT 1 (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this 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 Executive 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, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) 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 subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. City Council 11 — 26 7/16/2024 EXHIBIT 1 EXHIBIT C COMPENSATION Fee Proposal including hourly rates if applicable City Council 11 — 27 7/16/2024 EXHIBIT 1 COST PROPOSAL Based on the proposed scope of work in the RFP, MDG and Cloudburst propose to complete the 2025-2029 Assessment of Fair Housing and the 5-Year Fair Housing Plan for a lump sum price of $159,882. The tasks will be completed and invoiced as noted in Section 2B — Milestone / Payment Schedule of this proposal. The total lump sum price is inclusive of all items noted in Section 1.D — Proposed Work Plan of this proposal. Table 2.A1 below provides the proposed cost by the specific activity categories and the overall cost as required in the RFP. As additionally required in the RFP, Table 2.A2 breaks out the estimated hours by task and by assigned individual team members. And, finally, Table 2.A3 provided the hour rate schedule for staff that are proposed for the project. 1. Project Management and Coordination $14,752.00 2. Data Collection $20,050.00 3. 11 Data Assessment I $16,860.00 1 !! !!! 4. Regulatory Review $16,160.00 5. Outreach and Input Process $26,628.00 6. Community Forums/Public Meetings $24,008.00 7. Draft AFH and 5-Year Fair Housing Plan $35,242.00 8. Final AFH and 5-Year Fair Housing Plan TOTAL• $6,182.00 00 City Council 11 — 28 7/16/2024 EXHIBIT 1 Table 2.A2: Estimated Hours by Budget Rudy Munoz 1 8 0 0 0 8 8 0 2 26 Clint Whited 0 0 0 10 0 40 12 4 66 1 Chris Andrews II 24 10 20 10 20 10 10 4 108 Paul DeManche 24 0 40 30 40 80 100 18 332 Emily Vander -Does 0 40 0 0 0 0 0 0 40 David Munoz 0 20 0 0 80 60 0 0 160 Whitney Finnstrom 24 0 20 40 0 0 30 ff 0 iI I 114 Jay Dworin 24 40 40 20 60 0 100 18 302 Support Staff Approx.0. 0 60 0 0 0 0 0 0 60 INWI-w- �:1 I [«RIM-0 - Rudy Munoz, President $131.00 / Hr. Clint Whited, Senior Vice President $131.00 / Hr. Chris Andrews, VP — Grants Management $125.00 / Hr. Paul DeManche, Director $120.00 / Hr. Emily Vander Does, Manager $114.50 / Hr. David Munoz, Manager $114.50 / Hr. Jay Dworin, Fair Housing SME $174.00 / Hr. Whiteny Finnstrom, Housing & CD Analyst $152.00 / Hr. Support Staff $97.50 / Hr. 27 ®. City Council 11 — 29 7/16/2024 EXHIBIT 1 PAYMENT SCHEDULE MDG shall bill the City of Santa Ana monthly based on the following milestone payment schedule: MILESTONETASK / • Milestone 1: Completion of Data Collection Phase $20,050.00 Milestone 2: Completion of Data Assessment & Regulatory Review $33,020.00 Milestone 3: Completion of Outreach and Input Process $26,628.00 Milestone 4: Completion of Community Forums/Public Meetings $24,008.00 Milestone 5: Submittal of Draft AFH & 5-Year Fair Housing Plan $35,242.00 Milestone 6: Submittal of Final AFH & 5-Year Fair Housing Plan Assessment of Fair Housing Cost: $20,934.00 00 ----•i 28 City Council 11 — 30 7/16/2024 EXHIBIT 2 MEMORANDUM OF UNDERSTANDING AND PAYMENT AGREEMENT BETWEEN THE COUNTY OF ORANGE AND THE CITY OF SANTA ANA THIS MEMORANDUM OF UNDERSTANDING AND PAYMENT AGREEMENT ("Agreement") is made on this day of 2024, ("Effective Date") by and between ("Payor") 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 and Payor desire to jointly engage MDG Associates, Inc. ("Consultant") to provide a Regional Assessment of Fair Housing Plan in accordance with current U.S. Department of Housing and Urban Development (HUD) guidelines, for the years of 2025 to 2029 ("Project"). A copy of the _, 2024, Agreement with Consultant describing the "Scope of Work" to be performed for the City and Payor is attached as Exhibit A to this Agreement, and incorporated herein by reference, once fully executed. B. Besides City, the Project shall serve to benefit the following California cities and county, each of whom shall reimburse City for City's direct payment to Consultant, according to the terms contained herein: Aliso Viejo, Anaheim, Buena Park, Costa Mesa, Fountain Valley, Fullerton, Garden Grove, Huntington Beach, Irvine, Laguna Niguel, La Habra, Lake Forest, Mission Viejo, Newport Beach, Orange, Rancho Santa Margarita, San Clemente, Santa Ana, Tustin, Westminster, and County of Orange (jurisdictions include: Brea, Cypress, Dana Point, Laguna Beach, Laguna Hills, Laguna Woods, La Palma, Los Alamitos, Placentia, San Juan Capistrano, Seal Beach, Stanton, Villa Park, Yorba Linda, and all unincorporated areas of the County). C. City shall make direct payments to Consultant upon the Payor's behalf, based upon Payor's respective State of California Department of Finance 2024 Population Estimate, as more specifically described in Exhibit B to this Agreement, and incorporated herein by reference. NOW, THEREFORE, in consideration of the foregoing and the promises contained herein, the City and Payor mutually agree as follows: 1. TERM 1.1 The term of this Agreement shall commence on the Effective Date and shall terminate on July 30, 2025 unless terminated earlier or extended by written amendment to this Agreement. 1.2 The Project shall take place from August 1, 2024 to July 30, 2025 ("Project Period"), unless extended or reduced by City. Page 1 of 4 City Council 11 — 31 7/16/2024 EXHIBIT 2 2. COMPENSATION TO CITY 2.1 Payor hereby agrees to their 2024 population estimate and respective payment to City of a percentage of the total cost of Consultant's Services based thereon, as indicated on Exhibit B and incorporated herein by reference. 2.2 Payor shall make a single payment of ($ ) to City by no later than September 20, 2024. 2.3 The City will make payments directly to the Consultant upon successful completion of the "Scope of Work" as described in Exhibit A and based upon the following schedule: 1. $20,050 will be paid upon completion of Milestone 1: Completion of Data Collection Phase. 2. $33,020.00 will be paid upon completion of Milestone 2: Completion of Data Assessment & Regulatory Review. 3. $26,628 will be paid upon completion of Milestone 3: Completion of Outreach and Input Process. 4. $24,008 will be paid upon completion of Milestone 4: Completion of Community Forums/Public Meetings. 5. $35,242 will be paid upon completion of Milestone 5: Submittal of Draft AFH & 5- Year Housing Plan. 6. $20,934 will be paid upon completion of Milestone 6: Submittal of Final AFH & 5- Year Fair Housing Plan. 3. CONTRACT ADMINISTRATION Unless otherwise designated in writing, City's Housing Programs Coordinator, David Flores, shall serve as the City's Project Administrator for the payments made under this Agreement. All activities performed under this Agreement shall be coordinated with this person or his/her designee. 4. STANDARD PROVISIONS 4.1 Recitals. City and Payor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 4.2 Compliance with all Laws. Payor shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. 4.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 4.4 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason Page 2 of 4 City Council 11 — 32 7/16/2024 EXHIBIT 2 of the authorship of the Agreement or any other rule of construction which might otherwise apply. 4.5 Amendments. This agreement may be modified or amended only by a written document executed by both Payor and City and approved as to form by the City Attorney. 4.6 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 4.7 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 4.8 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 4.9 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [signatures on following page] Page 3 of 4 City Council 11 — 33 7/16/2024 EXHIBIT 2 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: Andrea Garcia -Miller Assistant City Attorney PAYOR: Name: Title: CITY OF SANTA ANA Alvaro Nunez Acting City Manager RECOMMENDED FOR APPROVAL: Michael L. Garcia Executive Director Community Development Agency Page 4 of 4 City Council 11 — 34 7/16/2024 01MII11.11r_1 EXHIBIT 2 AGREEMENT FOR 2025-2029 REGIONAL ASSESSMENT OF FAIR HOUSING PLAN BETWEEN MDG ASSOCIATES, INC. AND CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 1st day of Au ust, 2024 by and between MDG Associates, Inc., ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RF.f 1TAT,C A. On March 11, 2024, the City issued Request for Proposal No. 24-036A ("RFP"), by which it sought qualified consultants to provide special skill and knowledge in the field of conducting a thorough examination of the Regional Assessment of Fair Housing Plan in accordance with current U.S. Department of Housing and Urban Development (HUD) guidelines, for the years 2025 to 2029. The RFP shall be incorporated by reference as though attached hereto in full. B. Consultant submitted a timely and responsive proposal that was selected by the City. Consultant represents that Consultant is able and willing to provide such services to the City as described in the scope of work that was included in the RFP. 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. Consultant shall comply with all federal requirements detailed in the City's RFP also attached hereto as Federal Requirements - Exhibit B. 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 C. The total amount to be expended during the term of this Agreement shall not exceed $159,882. b. Payment by City shall be made within forty-five (45) days following receipt of proper Page 1 of 15 440 City Council 11 — 35 7/16/2024 EXHIBIT 2 invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on July 30, 2025, 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 Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and 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 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 Page 2 of 15 440 City Council 11 — 36 7/16/2024 EXHIBIT 2 the performance of the work hereunder and the results of that work by the Consultant, his agents, representatives, employees or subcontractors. MINIMUM SCOPE OF INSURANCE Consultant shall maintain limits of insurance coverage in the following minimum amounts and 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 and $2,000,000 aggregate. 2. Automobile Liability: Insurance Services Office Form Number CA 00 01 covering any auto (Code 1) with combined single limits of $1,000,000. 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, per employee, per policy for bodily injury or disease. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or 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: 1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. All required insurance policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant for City. 3. All required insurance policies: For any claims related to this contract, Permittee's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written shall be provided to City for policy cancellation or nonrenewal Page 3 of 15 440 City Council 11 — 37 7/16/2024 EXHIBIT 2 due to non-payment. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701. The name and location of event should be included in the Description of Operations section of each certificate. 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. 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 the 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. 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 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, the Consultant must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Subcontractors Consultant shall require and verify that all sub -contractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from sub -contractors. 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 15 440 City Council 11 — 38 7/16/2024 EXHIBIT 2 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 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. 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. Page 5 of 15 440 City Council 11 — 39 7/16/2024 EXHIBIT 2 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 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. Page 6 of 15 440 City Council 11 — 40 7/16/2024 EXHIBIT 2 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 15. 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: 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 Page 7 of 15 440 City Council 11 — 41 7/16/2024 EXHIBIT 2 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: To City: 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: Executive Director, Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-6956 To Consultant: Rudy Munoz President MDG Associates, Inc. 10722 Arrow Route, Suite 822 Rancho Cucamonga, CA 91730 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. Page 8 of 15 440 City Council 11 — 42 7/16/2024 EXHIBIT 2 20. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Andrea Garcia -Miller Assistant City Attorney RECOMMENDED FOR APPROVAL: Michael L. Garcia Executive Director Community Development Agency CITY OF SANTA ANA Alvaro Nunez Acting City Manager CONSULTANT: Name: Title: Page 9 of 15 440 City Council 11 — 43 7/16/2024 EXHIBIT 2 EXHIBIT A SCOPE OF SERVICES City Council 11 — 44 7/16/2024 EXHIBIT 2 CITY OF SANTA ANA EXHIBIT I SCOPE OF SERVICES Consultant shall perform services as set forth below. A. Assessment of Fair Housing 1. Provide a concise overview of the current HUD requirements and guidelines to ensure full compliance with relevant regulations. 2. Conduct a thorough examination of the Regional Assessment of Fair Housing Plan for 2025 - 2029 as well as any Analysis of Impediments to Fair Housing Choice prepared for jurisdictions within Orange County in the last five years. i. Perform a comprehensive review of actions taken by participating jurisdictions to address identified impediments. 3. Collaborate with each fair housing service organization operating within Orange County to gain a deep understanding of current fair housing issues. 4. Collect relevant data and information to prepare the Regional AFH in accordance with current HUD regulations and the Fair Housing Planning Guide. 5. Engage with each participating jurisdiction, housing authority within Orange County, and relevant regional agencies or task forces to gather and analyze pertinent information for the Regional AFH, ensuring alignment with current HUD regulations and the Fair Housing Planning Guide. 6. Conduct community engagement activities to hear directly about fair housing issues affecting residents of Orange County, reaching out to: i. Tenants, ii. Landlords, iii. Homeowners, iv. Fair housing organizations, v. Civil rights and advocacy organizations, vi. Legal services providers, vii. Social services providers, viii. Housing developers, and ix. Industry groups 7. Facilitate outreach to fair housing stakeholders and the general public, providing opportunities for involvement in the Regional AFH development process. City Council 11 — 45 7/16/2024 EXHIBIT 2 CITY OF SANTA ANA i. Implement a consultation and input process inclusive of: a) Diverse groups, b) Fair housing organizations, c) Community -based organizations, d) Housing providers, e) Realtors, f) Lenders, g) Planning officials, and h) Other relevant stakeholders 8. Utilize contact lists maintained by participating jurisdictions for outreach. 9. Organize community forums/meetings as necessary to complete the Regional AFH, with a minimum of four proposed forums/public meetings held in various geographical areas within the county, with at least two of the meetings offering a hybrid option for Virtual participation. Responsibilities include: i. Participant invitations, ii. Agenda preparation, iii. Provision of handouts and presentation materials, and iv. Ensuring availability of interpretation services. v. Maintain transcripts and minutes of forums/meetings, including citizen comments/input. Conduct at least: vi. Two evening community meetings of the four meetings total. vii. A focus group with a wide array of nonprofit organizations and government officials. viii. Additional outreach for members of protected classes, including but not limited to the Latino, Vietnamese, Korean and Persian communities. All community meetings will have translation services available if requested in: ix. Spanish, x. Vietnamese, City Council 11 — 46 7/16/2024 (9) CITY OF SANTA ANA A. Korean, xii. Mandarin and xiii. Arabic EXHIBIT 2 In addition, all meetings will be held in locations accessible to people with mobility issues. 10. Ensure all materials, outreach efforts, and meetings are accessible in languages relevant to the county, including but not limited to: i. Spanish, ii. Vietnamese, iii. Korean, iv. Mandarin, and v. Arabic 11. Include and, if necessary, develop tabular data or maps in accordance with current HUD regulations, Fair Housing Planning Guide and State Law, Title 7, indicating concentrations of: i. Minority residents, ii. Residents living in poverty, iii. Availability of public transportation, iv. Lending rates (HMDA data), v. Section 8 rental assistance, vi. Public housing, vii. Group homes, and viii. Other information 12. Information and analysis of the effects of: i. Building, occupancy and health, and safety codes on housing and the use of accessibility standards and reasonable accommodation in local construction. ii. Applicable zoning and land use laws and policies that may place restrictions on housing or housing choice and the application of reasonable accommodation with respect to disabled populations. iii. Policies and practices concerning the application of local neighborhood or site standards on new construction, especially for assisted housing development. City Council 11 — 47 7/16/2024 (9) EXHIBIT 2 CITY OF SANTA ANA iv. Policies and practices that connect transportation and available social services with housing opportunities. v. Policies and practices that may affect the equal provision of governmental services. vi. Policies concerning activities that may cause displacement, which may affect opportunities to select housing inside and outside areas of minority concentration, or housing that is accessible. vii. Policies and practices that may affect the representation of minorities and persons with a disability on planning and/or zoning boards and commissions. viii. Policies and practices of public housing authorities and other housing assistance providers with respect to tenant selection and assignment, reasonable accommodation, delivery of services, maintenance and accessibility. ix. Policies and practices regarding the sale and rental of real estate, such as steering or "blockbusting," "all adult" issues, deed restrictions, inaccessible design, local occupancy standards and practices, local lending practices, real estate appraisal practices, insurance underwriting practices, and segregated housing conditions. 13. Address any additional components necessary for the Regional AFH to align with current HUD regulations or the Fair Housing Planning Guide that are not explicitly mentioned in this RFP. B. 5-Year Fair Housing Action Plan The following tasks shall be included: 1. Preparation of strategies and action steps to address and eliminate identified impediments to fair housing choice both for individual jurisdictions and on a regional level. 2. Prepare a Joint Equity Plan following robust community engagement that contains an analysis of fair housing issues confronting the region and Public Housing Authorities (PHAs), goals, and strategies to remedy those issues in concrete ways, and a description of community engagement. i. The Equity Plan is the fair housing plan that will be prepared to commit cities and PHAs to goals that advance equity in housing, community development programs, and residents' access to well-resourced areas, opportunity, and community assets. ii. The Equity Plan should be developed with the input of the community and consist of an analysis of fair housing data and issues, a prioritization of the issues that would be addressed, and the establishment of and commitment to undertake fair housing goals. Those goals would then be incorporated into subsequent planning documents, such as the Consolidated Plan, Annual Action Plan, and PHA Plan. iii. The Equity Plan should shall include but not be limited to topics in the following areas: a) Demographics; City Council 11 — 48 7/16/2024 EXHIBIT 2 ?� CITY OF SANTA ANA b) Segregation and integration; c) Racially or ethnically concentrated areas of poverty (R/ECAPs); d) Access to community assets; e) Access to affordable housing opportunities; f) Access to homeownership and economic opportunity; g) Policies and practices impacting fair housing; h) Other topics as may be required by updated HUD requirements or guidance. iv. Information from the participating cities' Housing Elements approved by the State of California Department of Housing and Community Development will be used and incorporated as much as possible into the Equity Plan. 3. First year annual progress evaluation that describes progress toward each goal in the Equity Plan. 4. Strategies and actions shall be identified separately for each participating jurisdiction and include appropriate prioritization after consultation with each jurisdiction. Suggested prioritization might be: i. High Priority - complete recommended action within 1 year; ii. Medium -High Priority —complete recommended action within 2 years; iii. Medium Priority - complete recommended action within 3 years; iv. Medium -Low Priority — complete recommended action within 4 years; v. Low Priority — complete action within 5 years; vi. Ongoing Priority — monitor activity on a periodic or ongoing basis. 5. Table listing action to be taken annually to address identified impediments. [These deliverables are based upon HUD's New Proposed "Affirmatively Furthering Fair Housing" Rule published on February 9, 2023. If the Final Rule includes additional requirements or substantial changes, Consultant shall meet those additional requirements and changes from HUD. If the Final Rule is not adopted, the Consultant shall meet HUD's current requirements.] C. Submission of the 5-Year Fair Housing Action Plan 1. Provide periodic progress updates to the regional group as requested (minimum monthly meeting). 2. Provide a draft of the Regional AFH report and 5-year plan in progress for review and comment by the participating jurisdictions, prior to submission of the final document. City Council 11 — 49 7/16/2024 (9) EXHIBIT 2 CITY OF SANTA ANA The draft Regional AFH and 5-year Fair Housing Action Plan document will be made available by each participating jurisdiction for a 30-day public review period prior to presentation of the draft document to each participating jurisdiction's City Council. One bound copy of the completed draft Regional AFH and 5-year Fair Housing Action Plan document along with an electronic version shall be provided by the Consultant to each participating jurisdiction. 3. At the completion of the project, the Consultant shall provide each participating jurisdiction one bound copy of the final Regional AFH and 5-year Fair Housing Action Plan document and an electronic version in a fully searchable and bookmarked PDF file (not exceeding 5MB) that includes all tables, figures, and maps. 4. Complete all work within 240 days of contract execution, no later than April 1, 2025. D. Payment for Services 1. Each participating jurisdiction will pay a pro -rated share of the total costs directly to the lead agency administering the contract pursuant to Attachment A no later than June 30,2025. The pro -rated share will be based upon the 2024 census population or 2024 population estimates of the participating jurisdictions. The lead agency will make payments directly to the Consultant upon successful completion of the scope of work. E. Copies of Existing Plans 1. Copies of each City's current planning documents, including their 5-year Consolidated Plans, Action Plans, Housing Elements, Zoning Codes, and the previous Regional Analysis of Impediments to Fair Housing are available for review upon request. Most, if not all of these documents for each participating jurisdiction are currently available at each City's website. F. HUD Funding The proposed activity will be partially or completely funded with HUD funds in accordance with federal laws and regulations which require that all contracts with consultants for activities utilizing HUD funds adhere to all applicable requirements, including but not limited to a drug -free workplace, non-discrimination, equal employment opportunity, training and business opportunity and non -segregated facilities. The selected Consultant shall certify that they meet all applicable federal requirements. G. HUD Audit or Review In the event of a HUD audit or review of the completed Regional AFH and 5-year Fair Housing Action Plan document, the successful Consultant shall interface with HUD to justify the accuracy of the finished document, describe the techniques of data collection and ensure that the Regional AFH document complies with all HUD requirements, regardless of when audit or review is completed. If HUD requires changes to the completed Regional AFH and 5-year action plan document to meet federal requirements, the successful consultant shall make the changes to the Regional AFH and 5-year Fair Housing Action Plan document by consulting with participating jurisdictions. City Council 11 — 50 7/16/2024 EXHIBIT 2 EXHIBIT B FEDERAL REGULATIONS a. Federal Regulations — Recipient must comply with the government cost principles, uniform administrative requirements and audit requirements for federal grant program housed within Title 2, Part 200 of the Code of Federal Regulations. b. Debarment and Suspension — As required by Executive Orders 12549 and 12689, and 2 CFR §200.212 and codified in 2 CFR Part 200, Recipient must provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal government. c. Audit Records - With respect to all matters covered by this agreement all records shall be made available for audit and inspection by CITY, the grant agency and/or their duly authorized representatives for a period of three (3) years from the date of submission of the final expenditure report by the City of Santa Ana. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Recipient shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Recipient shall make said documents, papers and records available to City and the agency from which City received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Recipient, upon request during usual working hours. d. Reports - Recipient shall provide to City all records and information requested by City for inclusion in quarterly reports and such other reports or records as City may be required to provide to the agency from which City received grant funds or other persons or agencies. e. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Recipient agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors. f. Americans with Disabilities Act of 1990 - (ADA) Recipient must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. g. Political Activity - None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". City Council 11 — 51 7/16/2024 EXHIBIT 2 h. No Lobby - Recipient will comply with all applicable lobbying prohibitions and laws, including those found in the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352, et seq.), and agrees that none of the funds provided under this award may be expended by the Recipient to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. i. Non -Discrimination and Equal Opportunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Recipient makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Recipient will forward a copy of the findings to CITY which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. If applicable, recipient will comply with the equal opportunity clause in 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375. j. Equal Employment Opportunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR, Subtitle B, Chapter 60), as applicable. k. Public Contracts Code - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. 1. Copeland Anti -Kickback Act - Recipient will comply, and all its contractors and subcontractors (or subrecipients) shall comply, with all requirements of the Copeland "Anti -Kickback" Act (40 U.S.C. 3145) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. (1) Contractor — Contractors shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. Part. 3 as may be applicable, which are incorporated by reference into this contract. (2) Subcontracts — Contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier City Council 11 — 52 7/16/2024 EXHIBIT 2 subcontractor with all of these contract clauses. (3) Breach — A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. m. Davis -Bacon Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 3141-3144 and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. Contractors are required to pay wages to laborers and mechanics at a rate no less than the prevailing wages specified in a wage determination made by the Secretary of Labor. Additionally, contractors are required to pay wages not less than once a week. n. Work Hours and Safety - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3702 and 3704) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. o. Clean Air Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all applicable standards, orders or requirements issued under the Clean Air Act (42 U.S.C. 7401-7671q), and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as applicable. p. Energy and Conservation - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (42 U.S.C. 6201), as applicable. q. Waste Disposal - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. r. Patent Rights - Recipient agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR Part 401 and any other implementing regulations, as applicable. s. CoR ry ight - Recipient may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA) and City reserve a royalty -free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the subcontractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be City Council 11 — 53 7/16/2024 EXHIBIT 2 conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. t. Telecommunications (2 CFR 200.216) - Recipient will comply with FEMA Policy 405-143- 1, Prohibitions on Expending FEMA Award Funds on Covered Telecommunication Equipment or Services (Interim), which prohibits grant recipients and subrecipients from obligating or expending loan or grant funds to procure or obtain, extend or renew a contract to procure or obtain, or to enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is: (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (2) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (3) Telecommunications or video surveillance services provided by such entities or using such equipment. (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. u. Domestic preferences for procurements (2 CFR 200.322) - Recipient agrees that as appropriate and to the extent consistent with law, it will, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). This requirement must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of this provision: "produced in the United States" means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States; and "manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer -based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. v. Equal Employment in Construction Contracts - Pursuant to Equal Employment Opportunity requirements of 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375, as to any construction contract thereunder, if applicable, during the City Council 11 — 54 7/16/2024 EXHIBIT 2 performance of this contract, the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, 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 will, 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, sexual orientation, gender identity, or national origin. (3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The contractor will send to each labor union or representative of workers with which he 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. (5) The contractor will 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. (6) The contractor will 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 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. City Council 11 — 55 7/16/2024 EXHIBIT 2 (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this 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 Executive 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, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) 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 subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. City Council 11 — 56 7/16/2024 EXHIBIT 2 EXHIBIT C COMPENSATION Fee Proposal including hourly rates if applicable City Council 11 — 57 7/16/2024 EXHIBIT 2 COST PROPOSAL Based on the proposed scope of work in the RFP, MDG and Cloudburst propose to complete the 2025-2029 Assessment of Fair Housing and the 5-Year Fair Housing Plan for a lump sum price of $159,882. The tasks will be completed and invoiced as noted in Section 2B - Milestone / Payment Schedule of this proposal. The total lump sum price is inclusive of all items noted in Section 1.D - Proposed Work Plan of this proposal. Table 2.A1 below provides the proposed cost by the specific activity categories and the overall cost as required in the RFP. As additionally required in the RFP, Table 2.A2 breaks out the estimated hours by task and by assigned individual team members. And, finally, Table 2.A3 provided the hour rate schedule for staff that are proposed for the project. 1. Project Management and Coordination $14,752.00 2. Data Collection $20,050.00 3. Data Assessment $16,860.00 4. Regulatory Review $16,160.00 5. Outreach and Input Process $26,628.00 6. Community Forums/Public Meetings $24,008.00 7. Draft AFH and 5-Year Fair Housing Plan $35,242.00 8. Final AFH and 5-Year Fair Housing Plan TOTAL• $6,182.00 00 City Council 11 — 6 EXHIBIT 2 �MMMMMMMMLH, Total rs' Chris Andrews Paul DeManche Emily Vander -Does Whitney Finnstrom Support Staff Approx. Hours: 104 170 120 110 208 198 252 46 1,208 HOURLY Rudy Munoz, President $131.00 / Hr. Clint Whited, Senior Vice President $131.00 / Hr. Chris Andrews, VP - Grants Management $125.00 / Hr. Paul DeManche, Director $120.00 / Hr. Emily Vander Does, Manager $114.50 / Hr. David Munoz, Manager $114.50 / Hr. Jay Dworin, Fair Housing SME $174.00 / Hr. Whiteny Finnstrom, Housing & CD Analyst $152.00 / Hr. Support Staff $97.50 / Hr. City Council 11 — 7 EXHIBIT 2 PAYMENT SCHEDULE MDG shall bill the City of Santa Ana monthly based on the following milestone payment schedule: Milestone 1: Completion of Data Collection Phase $20,050.00 Milestone 2: Completion of Data Assessment & Regulatory Review $33,020.00 Milestone 3: Completion of Outreach and Input Process $26,628.00 Milestone 4: Completion of Community Forums/Public Meetings $24,008.00 Milestone 5: Submittal of Draft AFH & 5-Year Fair Housing Plan $35,242.00 Milestone 6: Submittal of Final AFH & 5-Year Fair Housing Plan Assessment of Fair Housing Cost: $20,934.00 00 City Council 11-608 EXHI IIE�HIBIT B Participating Cities 2024 Population Estimates Percent of Total MDG $ 159,882.00 Aliso Viejo Anaheim Buena Park Costa Mesa Fountain Valley Fullerton Garden Grove Huntington Beach Irvine Laguna Niguel La Habra Lake Forest Mission Viejo Newport Beach Orange Rancho Santa Margarita San Clemente Santa Ana Tustin Westminster Balance of County of Orange-]450,253 Brea Cypress Dana Point Laguna Beach Laguna Hills Laguna Woods La Palma Los Alamitos Placentia San Juan Capistrano Seal Beach Stanton Villa Park Yorba Linda 50,068 340,160 82,689 109,423 56,333 140,311 171,024 192,503 314,550 64,291 60,901 86,917 91,304 82,419 138,621 46,305 62,297 310,797 78,844 89,490 47,725 49,345 32,596 22,449 30,315 17,148 15,071 11,947 52,226 34,992 24,350 40,297 5,705 66,087 1.7% $ 2,651.09 11.3% $ 18,011.41 2.7% $ 4,378.37 3.6% $ 5,793.93 1.9% $ 2,982.82 4.6% $ 7,429.44 5.7% $ 9,055.69 6.4% $ 10,193.00 10.4% $ 16,655.37 2.1% $ 3,404.20 2.0% $ 3,224.70 2.9% $ 4,602.24 3.0% $ 4,834.53 2.7% $ 4,364.07 4.6% $ 7,339.96 1.5% $ 2,451.84 2.1% $ 3,298.62 10.3% $ 16,456.65 2.6% $ 4,174.78 3.0% $ 4,738.48 14.9% $ 23,840.82 1.6% $ 2,527.03 1.6% $ 2,612.81 1.1% $ 1,725.95 0.7% $ 1,188.67 1.0% $ 1,605.17 0.6% $ 907.98 0.5% $ 798.01 0.4% $ 632.59 1.7% $ 2,765.36 1.2% $ 1,852.82 0.8% $ 1,289.33 1.3% $ 2,133.72 0.2% $ 302.08 2.2% $ 3,499.30 Totall 3,019,500 100.0% $ 159,882.00 Source: https: y Cou ciCIIJI - 7/16/2024 Community Development Agency www.santa-ana.org/community-development Item # 12 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 16, 2024 TOPIC: Habitat for Humanity of Orange County Affordable Ownership Units AGENDA TITLE Conditional Grant Agreement for $2,200,000 and a Density Bonus Agreement with Habitat for Humanity of Orange County for the Development of Six Affordable Ownership Units Located at 1921 W Washington Avenue, Santa Ana, CA 92706 (Non - General Fund) RECOMMENDED ACTION 1. Authorize the City Manager to execute a Conditional Grant Agreement with Habitat for Humanity of Orange County for $2,200,000 in Inclusionary Housing Funds for the development of six affordable ownership units located at 1921 W Washington Avenue, Santa Ana, CA 92706 (APN 405-101-37) (Agreement No. A-2024-XXX). 2. Approve an appropriation adjustment recognizing $2,200,000 in prior -year fund balance in the Inclusionary Housing Fund and appropriate the same into the Loans and Grants expenditure account (no. 41718820-69152). (Requires five affirmative votes) 3. Authorize the City Manager to execute a Density Bonus Agreement with Habitat for Humanity of Orange County for a 45-year term for the development of six affordable ownership units located at 1921 W Washington Avenue, Santa Ana, CA 92706 (APN 405-101-37) (Agreement No. A-2024-XXX). 4. Adopt a resolution approving Density Bonus Agreement No. 2024-01 as conditioned. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DENSITY BONUS AGREEMENT APPLICATION NO. 2024-01 AS CONDITIONED FOR A NEW FOR -SALE RESIDENTIAL DEVELOPMENT WITH SIX UNITS FOR THE PROPERTY LOCATED AT 1921 W WASHINGTON AVENUE (APN: 405-101-37) [includes determination that the recommended action is exempt from further review in accordance with the California Environmental Quality Act under Section 15195 (Residential Infill Exemption), as this project meets all the threshold criteria set forth in Section 15192 (Threshold Requirements for Exemption)] City Council 12 — 1 7/16/2024 Habitat for Humanity of Orange County Affordable Ownership Units July 16, 2024 Page 2 GOVERNMENT CODE §84308 APPLIES: Yes PLANNING COMMISSION RECOMMENDATION At its regular meeting on June 10, 2024, the Planning Commission held a duly noticed public hearing and at that time considered all testimony, written and oral, and unanimously (5-0-0-2, with Commissioners Ramos and Oliva absent) recommended that the City Council approve Density Bonus Agreement No. 2024-01, as conditioned. As part of its actions, the Planning Commission also voted unanimously (5-0-0-2, with Commissioners Ramos and Oliva absent) to approve Tentative Tract Map (TTM) No. 2023-05, as conditioned. DISCUSSION On November 15, 2022, the City Council authorized the City Manager to execute a pre - commitment letter (Exhibit 1) with Habitat for Humanity of Orange County ("Habitat for Humanity") for $2,200,000 in Inclusionary Housing Funds for the development of six affordable ownership units located at 1921 W Washington Avenue, Santa Ana, CA 92706 (APN 405-101-37) ("Project"). The Project will include six newly constructed three -bedroom, two -bath homes affordable to low-income households earning less than 80% of the area median income (AMI) with a local preference for residents who live and/or work in the City. The pre -commitment letter was executed following a competitive Request for Proposals process approved by City Council in December 2021. After the City Council approves a pre -commitment of funding for an affordable housing project, the developer must secure their entitlements and their remaining sources of financing as two primary conditions before staff will return to City Council. Relative to the Project's entitlements, on June 10, 2024, the Planning Commission held a public hearing for the Project, where they voted unanimously to approve Tentative Tract Map No. 2023-05 and to recommend that the City Council approve Density Bonus Agreement No. 2024-01 with conditions. Relative to securing their remaining sources of financing, Habitat for Humanity has finalized their budget for the successful construction of the Project. Now that Habitat for Humanity has met these two conditions in the pre - commitment letter, City Council may consider approval of the Conditional Grant Agreement and Density Bonus Agreement for the development of the Project. Further details on both Agreements are provided below. Conditional Grant Agreement The Conditional Grant Agreement is attached as Exhibit 2. Amongst various other terms, the following key terms are incorporated into the Grant Agreement: • Developer: Habitat for Humanity of Orange County. • Conditional Grant Amount: $2,200,000 in Inclusionary Housing Funds, conditional upon successful completion of the Project. • Disbursement Schedule: 90% of the funds will be disbursed upfront for the construction, with a 10% contingency: City Council 12 — 2 7/16/2024 Habitat for Humanity of Orange County Affordable Ownership Units July 16, 2024 Page 3 o The initial disbursement of $1,980,000 may be disbursed after the Regulatory Agreement is recorded, insurance is provided, and the grading permit is ready to issue. o The final disbursement of $220,000 will be disbursed after the Project is completed, the Certificate of Occupancy is issued, and each home is successfully sold to a low-income family. The Conditional Grant Agreement has been signed by Habitat for Humanity to acknowledge their acceptance of the terms. Density Bonus Agreement The Density Bonus Agreement is attached as Exhibit 3 and was approved unanimously by the Planning Commission on June 10, 2024. Table 1: Project and Location Information Item Information Project Address and Council Ward 1921 W. Washington Blvd — Ward 5 Nearest Intersection Washington Street & English Street General Plan Designation Low Density Residential (LR-7) Zoning Designation Two -Family Residence (R-2) Surrounding Land Uses North Single -Family Residential East Multi -Family Residential South Single -Family Residential West Multi -Family Residential Property Size 0.37-acres (16,109 square feet) Existing Site Development Vacant (demolition permits finalized on 1/26/24) Use Permissions Two -Family Residential (R-2) Zoning Code Sections Affected Uses Article XVI.I (Density Bonus); SAMC Section 41-247 Development Standards Two -Family Residential (R-2) The California Density Bonus (Government Code § 65915 et seq.) law allows developers proposing five or more residential units, as well as other projects, such as common interest developments under Civil Code § 4100, to increase density of on -site housing units in exchange for developing affordable units on site. To help make constructing on -site affordable units feasible, the law allows developers to seek up to five incentives/concessions and an unlimited number of waivers that facilitate production of units, which are essentially variances from development standards that would help the project be built without significant burden and without detriment to public health. The first version of the Density Bonus Law was adopted in 1979 and has since been amended at various times and places the onus on local jurisdictions to prove that the incentives/concessions or waivers requested by a developer are not warranted. Pursuant to the California Density Bonus law, a project's affordability level is determined by dividing the number of proposed affordable units by the allowable "base" density (i.e., City Council 12 — 3 7/16/2024 Habitat for Humanity of Orange County Affordable Ownership Units July 16, 2024 Page 4 7 du/ac). Moreover, the law states that units added by a density bonus are excluded from the calculations. As outlined by Table 2 below, the base density for the 0.37-acre site at 7 du/ac is 3 units. All six units of the Project are proposed to be affordable to low income households (a 100% affordability rate) that allows Habitat for Humanity to request a density bonus of 80%, which equates to a maximum of three density bonus units, five concessions, and unlimited waivers that assist with production of the units onsite. Table 2: Density Bonus Calculation Affordable Unit — 100% (6 units)* Density Bonus Calculation Units Allowed Base Density - Duplex Dwelling Building type 0.37 acres x 7 3** 80-Percent State Density Bonus (3 units x 0.80) +3 Units** Total Units Allowed 6 Units Total Units Proposed 6 Units *Affordable unit percentage is calculated excluding units added by a density bonus. **AB 2501 states that any density calculations resulting units shall be rounded up to the next whole number. Applies to: Number of affordable units required to be eligible for the density bonus; Base density i.e. the number of affordable units in the base project); and Eligible bonus units. The purpose of the Density Bonus Law is to encourage the development of affordable housing and a local jurisdiction is limited in its ability to deny requested concessions/waivers, and is preempted from denying the increased density. Pursuant to Government Code § 65915 (d)(1), a requested concession or incentive shall be granted unless the City makes written findings, based on substantial evidence of any of the following: (1) the concession or incentive does not result in identifiable and actual cost reductions to provide the proposed affordable housing, (2) the concession or incentive would have a specific, adverse impact on public health and safety, or on any real property listed on the California Register of Historical Resources, and for which there is no feasible method to satisfactorily mitigate or avoid the specific, adverse impact without rendering the project unaffordable to low-income and moderate -income households, or (3) the concession or incentive would be contrary to state or federal law. The Density Bonus Law also constrains the ability to deny requested waivers. Subject to exceptions for projects that receive a waiver from controls on maximum density, Government Code § 65915 (e)(1) provides that the City cannot apply any development standard that would physically preclude the construction of a development entitled to a density bonus at the increased density or with the concessions or incentives, unless the City makes findings that the waiver would have a specific, adverse impact on public health or safety, and there is no feasible method to satisfactorily mitigate or avoid the specific adverse impact. Although the City has analyzed the Project and has identified several areas of concern, the conditions of approval proposed for the Project are intended to address any of the Project's potential impacts. Table 3 outlines the incentives/concessions and waivers requested by the applicant. City Council 12 — 4 7/16/2024 Habitat for Humanity of Orange County Affordable Ownership Units July 16, 2024 Page 5 Table 3: Requested Incentives/Concessions/Waivers R-2 Standard Requirement Provided • Minimum rear setback of 6 feet. • Minimum rear setback of 10 feet if 1,204 square feet of open space Setbacks at least 1,200 square feet of open is included. space areas is included. Requires Concession (1 of 4), SAMC Section 41-251 Cal. Gov't Code Sec. 65915 (d)(1)(2)(B) • A four -foot approximate • Residential front -yard fencing encroachment of a fence of up to Front -yard Fencing height restriction is three feet for six feet high within the front -yard sites fronting non -arterial streets. area. SAMC Section 41-610 (a)(1) Requires Concession (2 of 4), Cal. Govwt Code Sec. 65915 (d)(1)(2)(B) • 10 feet of separation proposed between the front duplex and the Minimum building separation of 15 center duplex. Building Separation feet. • 9 feet of separation proposed SAMC Section 41-254 (a) between the rear duplex and the center duplex. Requires Concession (3 of 4), Cal. Gov,t Code Sec. 65915 (d)(1)(2)(B) • Minimum 100 square feet of private 91 square foot balcony proposed Open Space space to be provided per unit in the for Unit 5. Requires Concession (4 of 4), form of a private patio or deck. Cal. Gov't Code Sec. 65915 SAMC Section 41-255 d 1 2 B • Locating the trash enclosure towards the frontage of the site • Trash Enclosures: Located and and reducing the width of the screened from public streets and drive aisle by 8-inches to 18 feet Trash Enclosure alleys, as well as be physically and 10-inches (18'-10") to integrated with the site. accommodate PWA trash SAMC Section 41-623 requirements. Requires Waiver (1 of 1) Cal. Gov't Code Sec. 65915 (e)(1) Onsite Parking The site parking is in compliance with California Government Code Sections 65915 (p)(1)(A), 65915 (p)(1)(B), and 65915 (p)(2)(A) and provides 15 total parking spaces or two -and -a -half spaces per unit. Per the California Density Bonus Law, a jurisdiction cannot impose a vehicular parking ratio that exceeds 0.5 spaces per unit, inclusive of handicapped and guest parking, when the development includes a minimum of twenty - percent (20%) low-income units, is located within one-half mile of a major transit stop, and when there is unobstructed access to the major transit stop from the development. As a 100% affordable project and at two -and -a -half spaces per unit, the Project exceeds the minimum required parking ratio by two spaces per unit, or 12 parking spaces. City Council 12 — 5 7/16/2024 Habitat for Humanity of Orange County Affordable Ownership Units July 16, 2024 Page 6 To proactively address any neighborhood parking impacts that could result from the Project, the conditions of approval for the Tentative Tract Map and terms of the Density Bonus Agreement include provisions requiring the following parking management practices, to be incorporated into the final, recorded CC&Rs, and applicable throughout the life of the Project: • Requiring onsite parking permits (such as stickers or hang -tags) for any parking in the surface guest parking spaces; • Policies for maximum time vehicles may be parked in the surface guest spaces; and • Policies for towing unauthorized vehicles; vehicles parked in unauthorized locations, such as fire lanes; vehicles parking in surface guest parking without a sticker, hang -tag, or other identifiers; and vehicles parked longer than any maximum guest parking timeframes allowed. Key Terms The Density Bonus Agreement includes the following key terms: • Term of Agreement: Forty-five (45) years from the date of issuance of the Certificate of Occupancy for the Project. • Project: Habitat for Humanity shall develop three new duplex buildings that would accommodate six 100% affordable, for sale residential units. The units shall be affordable to low-income households earning less than 80% AM I. • Affordability: All six units are proposed to be affordable to low-income households earning less than 80% AMI as published by the California Department of Housing and Community Development ("HCD"). • Local Preference: Habitat for Humanity shall give a local preference in selecting homebuyers to Santa Ana residents who live or work in the City for at least 32 hours per week for six months, those seeking residence due to a disability, or households with students attending public school in the City. • Occupancy Levels: The minimum number of occupants is three. The maximum number of occupants is eight. • Homebuyers: Each homebuyer shall enter into a Homebuyer Loan Agreement with the City to memorialize a loan from the City to homebuyer in the amount equal to the difference between (a) the affordable sales price for the affordable unit and (b) the fair market value of the affordable unit without any restrictions on affordability or resale price, which amount shall be the amount of the City Promissory Note. Each homebuyer shall execute the Affordable Housing Resale Restrictions, the City Deed of Trust, and the Notice of Affordability Restrictions, each of which shall be recorded against the affordable unit. The Affordable Housing Resale Restrictions for each initial sale from Habitat for Humanity to a homebuyer shall also include an equity sharing agreement in accordance with California Government Code § 65915(c)(2)(A). City Council 12 — 6 7/16/2024 Habitat for Humanity of Orange County Affordable Ownership Units July 16, 2024 Page 7 • Miscellaneous: Habitat for Humanity shall submit and obtain approval of an Emergency Evacuation Plan, Crime -Free Housing Plan, Onsite Parking Management Plan, and a Marketing and Resident Selection Plan. The Density Bonus Agreement has been signed by Habitat for Humanity to acknowledge their acceptance of the terms. A Resolution is attached as Exhibit 4 for City Council to affirm that: 1) the Project will not be inconsistent with the purpose of the underlying zone or applicable designation in the General Plan land use element; 2) the deviation is necessary to make it economically feasible for Habitat for Humanity to utilize a density bonus authorized for the Project; and 3) the Project is exempt from the California Environmental Quality Act. Project Description The Project includes the construction of three new duplex buildings that would accommodate six 100% affordable, for -sale residential units. The front two duplex buildings (Units 1-4, closest to Washington Avenue) are designed with a similar floor plan and each contain the same square footage of approximately 1,859-square-feet (net floor area) for each unit. The rear duplex building (Units 5 & 6) will consist of 3,446 square -feet of floor area. In total, all new floor area onsite will be 10,882 square -feet. Units 1-4 each will consist of three bedrooms, two and a half restrooms, a kitchen, living room, and in -unit laundry facilities. Unit 5 will consist of 1,165 square -feet with three bedrooms, two restrooms, a living room, a dining room, a kitchen, and a balcony. Unit 6 will consist of one 1,168-square-foot ADA compliant unit with three bedrooms, two restrooms, a dining room, living room, kitchen, and in -unit laundry facilities. Onsite there will be a total of 15 parking stalls, which consist of two garage stalls per unit (tandem spaces for Unit 5) and three guest surface spaces (one ADA compliant space). All six units are proposed to be affordable to low-income households earning less than 80% AMI, which is currently set at $129,000, adjusted for a four -person household size, as published by HCD. The Project architecture features a traditional farmhouse style. The overall design, massing, features, and materials of the new construction will be compatible with and complement the variation of styles within the neighborhood. The farmhouse architectural style would include exterior horizontal and vertical board siding, exterior wood finishes, vinyl frame hung windows, wood eave brackets, wood trellises, decorative light fixtures, an enhanced frontage -facing porch area for Unit 1, and porticos for the remaining units. Moreover, the structure is designed to fully screen all mechanical equipment with the inclusion of walls or enhanced landscaping screens. Overall, the Project will include a design and quality construction materials that will ensure that the Project ages well for the duration of the building's lifetime. FISCAL IMPACT Approval of the requested appropriation adjustment will recognize $2,200,000 in the Inclusionary Housing Fund, Prior Year Carry Forward revenue account (no. 41718002- 50001) and appropriate the same amount in the Inclusionary Housing Fund, Loans and City Council 12 — 7 7/16/2024 Habitat for Humanity of Orange County Affordable Ownership Units July 16, 2024 Page 8 Grants expenditure account (no. 41718820-69152). Any remaining balances not expended at the end of the fiscal year will be presented to City Council for approval of carryovers to FY 2025-26. Fiscal Accounting Fund Accounting Unit, Account Amount Year Unit -Account Description Description FY 24-25 41718820- Inclusionary Inclusionary Housing Fund — 2,200,000 69152 Housing Fund Loans and Grants Total Expenditures $2,200,000 EXHIBIT(S) 1. Pre -Commitment Letter 2. Conditional Grant Agreement 3. Density Bonus Agreement 4. Resolution Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Alvaro Nunez, Acting City Manager City Council 12 — 8 7/16/2024 EXHIBIT 1 o' c 0,4 Ce- MAYOR Vicente Sarmiento MAYOR PRO TEM Phil Bacerra COUNCILMEMBERS i, Johnathan Ryan Hernandez c_s Jessie Lopez Nelida Mendoza 00 David Penaloza Thai Viet Phan iNSURANCE NOT REQUIRED CD �;Z: WORK MAY PROCEED CLERK OF THE COUNCI' ,DATE November 16, 2022 A-2022-225 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY 20 Civic Center Plaza M-25 Santa Ana, California 92702 www.santa-ana.org Troy Hendrickson Vice President of Construction Habitat for Humanity of Orange County 2200 S. Ritchey Street Santa Ana, CA 92705 Re: Pre -Commitment Letter 1921 W. Washington Ave. Santa Ana, CA 92701 Dear Mr. Hendrickson: CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Habitat for Humanity of Orange County (referred to as the "Developer"), requested financial assistance in connection with the proposed development of six (6) affordable ownership units at 1921 W. Washington Avenue, Santa Ana, CA (APN 405-101-37) ("Project"). The Project site is located at 1921 W. Washington Avenue. The current structures on the site have been abandoned for over a decade. The buildings have deteriorated to the point that they are no longer habitable. The proposed Project will consist of three duplex buildings and will provide six new affordable ownership opportunities for low-income families who earn up to 80% of the Orange County Area Median Income in the City of Santa Ana. All units will be three -bedroom and have a minimum of two -bathroom. Each unit will have a private two -car garage with direct access to their unit. Units will range in size from 1,100 sq. ft. to approximately 1,430 sq. ft. of interior living space. In addition, each unit will have a private yard. One unit will be constructed as an accessible unit with mobility and communication features in compliance with the California Building Code. These homes will be made available exclusively to qualifying low-income families who earn up to 80% of the Orange County Area Median Income. The Project will have a SANTA ANA CITY COUNCIL Vicente Sarmiento Phil Bacerra Thai Viet Phan Nelida Mendoza Jessie Lopez Johnathan Ryan Hernandez David Penaloza Mayor Mayor Pro Tem, Ward 4 Ward 1 Ward 2 Ward 3 Ward 5 Ward 6 vsarmienlo(al ta-ana.ora phacerca(dsanta•ana.o0 tphan(dsanta-ana.orp nmendoza@sanla-ana.o�r lessielopez(alsanta-ana.orp irvanhemandez(alsanta-ana.om doenalozaoflsanta-ana rp City Council 12 — 9 7/16/2024 EXHIBIT 1 preference for families who live or work in the City of Santa Ana. Construction will comply with all City of Santa Ana, county, and state building codes. The City of Santa Ana ("City") has reviewed the Developer's request for financial assistance, and at the City Council meeting on November 15, 2022, the City Council authorized and approved issuance of this pre -commitment letter evidencing the preliminary award of $2,200,000 in Inclusionary Housing Funds consisting of ("City Assistance"): - A Conditional Grant in the maximum amount of $2,200,000 from the Inclusionary Housing Fund held by the City for the Project ("Conditional Inclusionary Housing Grant"). This letter shall evidence the City's pre -commitment of the City Assistance to the Developer for the Project subject to the conditions described below. City Assistance: The amount of the proposed City Assistance has been determined based upon the City's review of the Developer's request for the receipt of the City Assistance and the development proforma and projected cash flows for the Project submitted by the Developer to the City ("Proforma"). The City Manager has the authority to approve revised development proformas and projected cash flows for the Project; provided, however, that the City Assistance is not increased or extended. The City Assistance shall include the following terms: • The Conditional Inclusionary Housing Grant shall be for a maximum principal amount of $2,200,000, or as much thereof, as is disbursed for hard and soft costs in constructing the Project, provided from the Inclusionary Housing Fund. Provided Developer constructs the Project according to the Scope of Work and Schedule of Performance, the Developer will be subject to no repayment obligation. Upon the City's issuance of a Certificate of Completion, the Grant Agreement shall automatically terminate. In the event the Project is not constructed in compliance with the Scope of Work and Schedule of Performance within two (2) years from the date of the first disbursement of the Grant funds, the City may terminate the Grant Agreement and may seek repayment of Grant monies not expended on development and construction of the Project pursuant to the default remedy provisions of the Grant Agreement. • The six (6) "Housing Units" at the Project shall and will be restricted to an affordable home purchase price which will require that the six homes be sold to low-income qualified buyers who earn up to 80% of the Orange County Area Median Income as set by the Department of Housing and Urban Development ("HUD"). Future City Council 12 — 10 7/16/2024 EXHIBIT 1 sales of such single-family homes will be restricted to income -qualified households for a period of at least forty-five (45) years. • Developer will have a local preference for families who live or work in the City of Santa Ana in the selection of low-income qualified buyers. Developer will ensure that each "Program Participant" (used interchangeably with "Homebuyer") means the selected eligible person or Family who will be purchasing a House. Each Program Participant will be providing not less than five hundred (500) hours of sweat equity toward the development of their House, or any other improvements as may be designated by the Developer. Each Program Participant is to be selected by the Developer as more fully set forth in its Marketing Outreach and Sales Program. Developer's Program to develop affordable ownership opportunities with financial support from the City is subject to Chapter 11 B of the California Building Code as public housing. Accordingly, Developer's Program must comply with California Building Code section 11 B-233.3. Specifically, Developer's Program must comply with requirements for mobility features: "In facilities with residential dwelling units, at least 5 percent, but no fewer than one unit, of the total number of residential dwelling units shall provide mobility features." In addition, Developer's Program must also comply with requirements for communication features: "In public housing facilities with residential dwelling units, at least 2 percent, but no fewer than one unit, of the total number of residential dwelling units shall provide communication features complying with Section 11 B-809.5." Developer shall comply with these public housing requirements for their Program in the California Building Code by constructing one unit in the Project that includes the required mobility features and communication features. • At the close of escrow for the purchase of each Affordable Unit, the City will require each Low Income Household purchasing such Unit to execute the following documents: o Affordable Housinq Resale Restrictions — The Affordable Housing Resale Restrictions shall permit sales of an Affordable Unit sold to a Low Income Household only to a qualified Low Income Household with a local preference for families who live or work in the City of Santa Ana, in each case, at an Affordable Housing Cost; o Notice of Affordability on Transfer of Property — The Notice of Affordability on Transfer of Property shall be for a term of at least forty-five (45) years; o Promissory Note — The principal amount of the City Promissory Note shall be in an amount equal to the difference between the sales price of the Affordable Unit and the fair market value of such unit as if no restriction were placed thereon, as determined by the sales price of equivalent unrestricted units on the Sites at the time of such sale. If there are no equivalent unrestricted units on the Sites at the time of sale, the fair market value of City Council 12 —11 7/16/2024 EXHIBIT 1 the unit shall be determined by appraisal, which is reasonably acceptable to the City; o Deed of Trust; and, o Homebuyer Loan Agreement. General Provisions: The City's obligation to provide the City Assistance to the Project is subject to each of the following conditions: • Developer must provide proof that it has secured all of its remaining financing for the development of the Project in the form of enforceable funding commitments, before staff will return to the City Council for consideration of the Conditional Grant Agreement for the City Assistance. • Developer shall assume any and all responsibility and be solely responsible for determining whether laborers employed relative to the construction or installation of the project must be paid the prevailing per diem wage rate for their labor classification, as determined by the state, pursuant to labor code sections 1720, et seq. • All provided funding and Project requirements shall conform to the City's most recently adopted Affordable Housing Funds Policies and Procedures, unless alternative requirements are expressly provided in the executed Conditional Grant Agreement for the City Assistance or any other documents related to the development of the Project. Approval of all required entitlements and discretionary actions, to allow the construction of six affordable ownership units to be located at 1921 W. Washington Avenue, Santa Ana, CA (APN 405-101-37). • The City's obligation to provide the City Assistance is and shall remain subject to all covenants, conditions, and restrictions set forth in the Conditional Grant Agreement, and in particular the City's analysis of the available funding sources and development and operating costs of the Project and the overall economic feasibility of the Project. • Review and approval of the Conditional Grant Agreement evidencing the City Assistance by the City Council including the Conditional Grant Agreement and Affordability and Maintenance Restrictions. • 10% or $220,000 of the City's financial assistance will be retained by the City until construction of the Project is complete. Developer, at its sole cost and expense, will be responsible for securing any and all permits and discretionary approvals that may be required for the Project by the City or City Council 12 — 12 7/16/2024 A-2022-225 EXHIBIT 1 any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Notably, this pre -commitment letter shall not obligate the City or any department thereof to approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the construction, rehabilitation, installation or operation of the Project. This pre -commitment letter for the Project will expire on November 15, 2024. If you have any questions or require any additional information regarding this pre - commitment letter, please contact Judson Brown, Housing Division Manager, by telephone at (714) 667-2241 or by e-mail at jbrown(c�santa-ana.orq. Sincerely, On behalf of the City of Santa Ana: Kristine Ridge City Manager Attest: r"wo Clerk of the Coun ' -- RECOMMENDED FOR APPROVAL: Michael L. Garcia Executive Director Community Development Agency City Council 12 — 13 7/16/2024 EXHIBIT 2 CONDITIONAL GRANT AGREEMENT by and between CITY OF SANTA ANA, a California charter city, and HABITAT FOR HUMANITY OF ORANGE COUNTY, a California nonprofit religious corporation. 1921 W. Washington Street (APN 405-101-37) Dated: 12024 Cit� Council 12 — 14 7/16/2024 55394.001 1\42414134.1 EXHIBIT 2 CONDITIONAL GRANT AGREEMENT INCLUSIONARY HOUSING PROGRAM THIS CONDITIONAL GRANT AGREEMENT ("Agreement") dated, for identification purposes only, as of , 2024, is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation ("City"), and Habitat for Humanity of Orange County, a nonprofit religious organization ("Developer") with reference to the following: RECITALS: A. The City's Affordable Housing Opportunity and Creation Ordinance ("Ordinance") was originally adopted by the City Council on November 28, 2011 (Ordinance No. NS-2825), and is codified in Article XVIII.I of the Santa Ana Municipal Code ("SAMC"), as amended from time to time. The Ordinance established standards and procedures to encourage the development of housing that is affordable to a range of households with varying income levels. Pursuant to SAMC section 41-1904(c), developers may pay an in -lieu fee in certain instances to satisfy the inclusionary requirements. These funds are deposited into the Inclusionary Housing Fund, as defined by SAMC section 41-1901, and are to be used to increase and improve the supply of affordable housing per SAMC section 41-1909. B. Developer is the owner of that certain real property located at 1921 W. Washington Avenue, Santa Ana, California 92701, with Assessor Parcel Number 405-101-37, which is more particularly described in the legal description attached hereto as Exhibit A (the "Property"). C. The Property previously contained abandoned structures that were uninhabitable. Developer has demolished the structures and now desires to improve the Property with three duplex buildings that will provide six new affordable homeownership opportunities for low-income families who earn no more than eighty percent of the Orange County Area Median Income (the "Proj ect"). D. Developer responded to a request for proposals from the City regarding the Inclusionary Housing Fund, and the Project was selected for an award of funds. Consistent with the Pre -Commitment Letter from the City dated November 16, 2022, City desires to provide financial assistance to Developer for the development and construction of the Project by providing a grant to Developer in an amount not to exceed Two Million Two Hundred Thousand Dollars ($2,200,000) on terms and conditions set forth in this Agreement ("Inclusionary Grant"). The Inclusionary Grant is funded through the City's Inclusionary Housing Fund for the purpose of providing affordable housing. E. The amount of the Inclusionary Grant was determined based upon the City's review of the Developer's proposal, the development Proforma and projected cash flows for the Project submitted by the Developer to the City ("Proforma"). The City Project Manager has authority to approve revisions to the Proforma and projected cash flows for the Project, provided that the Inclusionary Grant is not materially increased or extended. 55394.00101\42414134.1 City Council 12 — 15 7/16/2024 EXHIBIT 2 F. Developer desires to accept the Inclusionary Grant on the terms and conditions set forth in this Agreement. Among other things, this Agreement requires a Regulatory Agreement Imposing Affordable Housing Covenants and Restrictions (Density Bonus) ("Regulatory Agreement") must be recorded against the Property and other protections to ensure the affordable housing requirements of this Agreement. G. The Project is in the best interest of the City and the health, safety and welfare of the residents of the City, and in accordance with the public purposes and provisions of applicable federal, state and local laws and requirements. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, City and Developer agree as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Defined Terms. All capitalized terms used herein, including, without limitation, in the Recitals above and in all other Project Documents, unless otherwise expressly defined, are defined where first used in this Agreement and/or as set forth in this Article 1. (a) "Building Permit" means the building permit(s) issued by City and required for the construction. (b) "Business Day" means any Monday, Tuesday, Wednesday, Thursday or Friday on which Santa Ana City Hall is open to the public to conduct City affairs. (c) "Calendar Year" means each consecutive twelve (12) month period from January 1 to December 31. (d) "Certificate of Completion" has the meaning set forth in Article 13. (e) "City" means the City of Santa Ana, California, a charter city and municipal corporation. (f) "City Deed of Trust" shall mean the deed of trust in favor of the City executed by homebuyers in accordance with the Regulatory Agreement. (g) "City Project Manager" shall mean the City's Housing Division Manager and/or his/her designee. (h) "County" means the County of Orange, California. (i) "Developer" means Habitat for Humanity of Orange County, a nonprofit organization. 2 55394.00101\42414134.1 City Council 12 — 16 7/16/2024 EXHIBIT 2 0) "Governmental Authority" means any governmental or quasi - governmental agency, board, bureau, commission, department, court, administrative tribunal or other instrumentality or authority, and any public utility. (k) "Hazardous Materials" means flammable materials, explosives, radioactive materials, hazardous wastes, toxic substances and similar substances and materials, including all substances and materials defined as hazardous or toxic wastes, substances or materials under any applicable law, including without limitation the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., and the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601, et seq., as amended. Hazardous Material shall not include (i) construction products, household cleaners and office materials of the type and quantity ordinarily used in the normal construction, operation, ownership, occupancy and maintenance of properties similar to the Project or (ii) small amounts of household mold to the extent promptly remediated upon discovery. (1) "HUD" means the United States (U.S.) Department of Housing and Urban Development, and any successors or assigns thereof. (m) "Improvements" means all improvements and fixtures now and hereafter comprising any portion of the Property, including, without limitation, landscaping, trees and plant materials; and offsite improvements, as required through the City of Santa Ana Planning and Building Agency entitlement process. (n) "Inclusionary Grant" means a grant in the original principal amount of up to Two Million Two Hundred Thousand Dollars ($2,200,000) to be made to Developer by the City to be funded exclusively from the Inclusionary Housing Fund. (o) "Indemnitees" has the meaning set forth in Section 11.5. (p) "Laws" means all statutes, laws, ordinances, regulations, orders, writs, judgments, injunctions, decrees or awards of the United States or any state, county, municipality or other Governmental Authority. (q) "Lien" means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind, including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any lien or security interest. (r) "Project" means the construction of the Improvements generally described in the attached Exhibit B upon the Property by Developer pursuant to this Agreement. (s) "Project Budget" means the line -item budget for the Project attached hereto as Exhibit C, as modified from time to time in accordance with this Agreement. (t) "Property" means the property located at 1921 W. Washington Avenue, Santa Ana, California 92701, with Assessor Parcel Number 405-101-37, which is more particularly described in the legal description attached hereto as Exhibit A. 55394.00101\42414134.1 City Council 12 — 17 7/16/2024 EXHIBIT 2 (u) "Regulatory Agreement" means the recorded affordability covenants required by Section 4.1 and in a form substantially similar to those attached hereto as Exhibit D. (v) "Scope of Work" means the detailed statement of the work, with a Schedule of Performance, to be performed by Developer on and to the Property for the Project pursuant to this Agreement which document is attached hereto as Exhibit B. (w) "Senior Lender" means a commercial or private financial institution providing the Senior Loan or any other holder of the Senior Loan Note. (x) "Senior Loan" means a loan from a Senior Lender for payment of a portion of the construction costs and is secured by a Senior Loan Deed of Trust, and shall include any subsequent loan that permanently refinances the initial Senior Loan. (y) "Senior Loan Deed of Trust" means a deed(s) of trust securing the Senior Loan by encumbering the Property and having priority over the City Deed of Trust to be recorded pursuant to the Regulatory Agreement. (z) "Senior Loan Documents" means, collectively, the loan agreement governing the Senior Loan, the Senior Loan Note, the Senior Loan Deed of Trust, and any other agreement, document or instrument that the Senior Lender requires in connection with the Senior Loan. 1.2 Singular and Plural Terms. Any defined term used in the plural in this Agreement shall refer to all members of the relevant class and any defined term used in the singular shall refer to any number of the members of the relevant class. 1.3 References and Other Terms. Any reference to this Agreement shall include such document both as originally executed and as it may from time to time be modified. References herein to Articles, Sections and Exhibits shall be construed as references to this Agreement unless a different document is named. References to subparagraphs shall be construed as references to the same Section in which the reference appears. The term "document" is used in its broadest sense and encompasses agreements, certificates, opinions, consents, instruments and other written material of every kind. The terms "including" and "include" mean "including (include) without limitation." 1.4 Exhibits Incorporated. All exhibits to this Agreement, as now existing and as the same may from time to time be modified, are incorporated herein by this reference. The exhibits attached hereto and incorporated herein include: Exhibit A — Legal Description Exhibit B — Project Description, Scope of Work, and Schedule of Performance Exhibit C — Project Budget Exhibit D — Regulatory Agreement 4 55394.00101\42414134.1 City Council 12 — 18 7/16/2024 EXHIBIT 2 2. SCOPE OF WORK/PROJECT BUDGET The Project Description and Scope of Work is generally described in Exhibit B, and shall comprise of the development, construction, and operation of the Property as providing the six (6) Affordable Housing Units. Any material change to the Scope of Work requested by the Developer shall be subject to the prior written approval of the City Project Manager. The Scope of Work sets forth the construction work that shall be performed on the Property for the Project and timeframes for approvals of such work with a Schedule of Performance. A line -item budget for the Project, including a summary of statement of sources and uses of funds, is incorporated into Exhibit C ("Project Budget"). 3. CONDITIONAL INCLUSIONARY GRANT 3.1 Developer is not subject to a repayment obligation for the Inclusionary Grant, except for an Event of Default, as set forth in Section 16. This Agreement shall automatically terminate when all Affordable Housing Units have been initially transferred to Low Income Households in accordance with the terms of this Agreement and the Regulatory Agreement. In the event the Project is not constructed in compliance with the Scope of Work within two (2) years from the date of the first disbursement of the Inclusionary Grant funds, the City may terminate this Agreement and, pursuant to the default remedy provisions of this Agreement set forth in Section 16, the City shall be entitled to repayment of Inclusionary Grant monies not expended on the Project or any amounts expended in violation of this Agreement. 3.2 Amount and Purpose. Following complete execution of this Agreement, subject to the terms and conditions of this Agreement, including the conditions set forth in Section 4, City agrees to provide the Inclusionary Grant to Developer from the Inclusionary Housing Fund in the principal amount of up to Two Million Two Hundred Thousand Dollars ($2,200,000), as follows: an initial disbursement of One Million Nine Hundred Eighty Thousand Dollars ($1,980,000) (the "Initial Disbursement"), and a final disbursement of Two Hundred Twenty Thousand Dollars ($220,000) (the "Final Disbursement") upon completion of construction of the Project. Developer represents and warrants that it shall only use the Inclusionary Grant proceeds in accordance with this Agreement for expenses that are actually and reasonably incurred by Developer for the Project and approved by City (such approval not to be unreasonably withheld or delayed), and for no other purpose. 4. CONDITIONS TO DISBURSEMENT OF GRANT PROCEEDS 4.1 Conditions Precedent to Initial Disbursement. City's obligation to make the Initial Disbursement is subject to the satisfaction of the following conditions precedent: (a) City Council. Review, approval and execution of this Agreement, the Regulatory Agreement, and the entitlements for the Project. (b) Code Compliance. Compliance with California Health and Safety Code and applicable regulations set forth in Section 34176, if applicable. 55394.00101\42414134.1 City Council 12 — 19 7/16/2024 EXHIBIT 2 (c) Recordation of Regulatory Agreement. Developer has signed and notarized the Regulatory Agreement and has recorded it against the Property in the Official Records for Orange County to impose the affordable housing covenants set forth herein. (d) Insurance. City shall have received evidence satisfactory to the City Attorney that all of the policies of insurance required by Section 15 of this Agreement are in full force and effect. (e) Representations and Warranties. The representations and warranties of Developer contained in this Agreement shall be correct in all material respects as of the date of the Initial Disbursement as though made on and as of that date, and if requested by the City Project Manager, City shall have received a certificate to that effect signed by Developer's Representative. (f) No Default. No Event of Default by Developer shall have occurred, and no event shall have occurred which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Developer under this Agreement, and if requested by the City Project Manager, City shall have received a certificate to that effect signed by Developer's Representative. (g) Condition of Title. The City Project Manager reasonably believes that no event has occurred that would give rise to a colorable claim against the Property (e.g., a mechanic's lien) superior to the claim of City against the Property with respect to the subject disbursement or the Regulatory Agreement, or if such claim is made, then City Project Manager shall receive satisfactory evidence that such claim has been bonded over until its resolution. (h) The City's analysis and approval of the available funding sources and development and operating costs of the Project and the overall economic feasibility of the Project. (i) The City's Inclusionary Housing Fund has sufficient monies available for the Initial Disbursement. 0) The Project has received all entitlements and discretionary actions to commence construction, including approval as a "common interest development" as defined in California Civil Code § 4100. (k) All grading permits shall have been issued or the City shall have issued a letter stating that Building Permits are ready to issue, subject only to payment of fees and the completion of grading of the Project site. (1) Developer shall have secured all necessary financing and funding for the construction and operation of the Project. Such financing and funding shall be sufficient to pay all Project development costs, as set forth in the final budget consistent with the approved Proforma (or as otherwise approved by the City), and must comply with the City's Affordable Housing Funds Policies and Procedures. 55394.00101\42414134.1 City Council 12 — 20 7/16/2024 EXHIBIT 2 (m) Developer shall have provided construction security, as set forth in Section 8.7, in favor of the City, which may include a completion guarantee from Developer and/or a letter of credit and/or performance and payment bonds from the general contractor for the Project (or some combination of these), in an amount sufficient to ensure the Project will be completed and placed in service within the time set forth in the Project schedule approved by the City. (n) Developer shall have established a separate account for deposit of all proceeds from the Inclusionary Grant (the "Project Account"). 4.2 Final Disbursement Conditions Precedent. City's obligation to make the Final Disbursement to Developer is subject to the satisfaction of the following additional conditions precedent: (a) Construction complete. The construction of the Project shall be complete. (b) Certificate of Occupancy Issued. Any portion of the construction work requiring inspection or certification by any Governmental Authority shall have been inspected and certified as complete. Developer shall request that the City of Santa Ana Planning and Building Agency issue a Certificate of Occupancy, or similar document as applicable, a copy of which shall be delivered to the City Project Manager, in order for the Final Disbursement to occur. (c) The conditions set forth in the Regulatory Agreement regarding homebuyers shall have been satisfied, including but not limited to homebuyers must have executed Loan Documents, as defined in the Regulatory Agreement, with the City and have closed escrow on an Affordable Unit. The Loan Documents must be recorded on each Affordable Unit in second lien position to a first deed of trust from a private institutional lender. (d) Lien Free. At least one of the following shall have occurred: (i) Thirty-five (35) days shall have passed since the recording of a valid Notice of Completion as required by Section 8.5 for the construction, and no mechanic's or materialman's lien shall be outstanding; or (11) Ninety-five (95) days shall have passed since actual completion of the construction, and no mechanic's or materialman's lien shall be outstanding, or Developer shall have bonded over any such lien to City's reasonable satisfaction. 4.3 Disbursement Procedures for Grant. The Inclusionary Grant proceeds shall be disbursed to Developer to finance the development and construction of the Project (as evidenced in the Project Budget, attached as Exhibit Q. Upon satisfaction of the required conditions for the Initial Disbursement or the Final Disbursement, as applicable, the City shall disburse the Inclusionary Grant within twenty one (21) days. The Inclusionary Grant proceeds shall not be used for any purpose other than for development and construction costs set forth in the Project Budget, including Developer fee and soft costs related to the development of the Project. City may make any disbursement by check or wire transfer payable to Developer. 55394.00101\42414134.1 City Council 12 — 21 7/16/2024 EXHIBIT 2 4.4 Termination for Failure of Condition. If (a) any of the conditions precedent set forth herein are not timely satisfied within two (2) years of the date of this Agreement (subject to applicable notice and cure rights), and (b) City is not in default under this Agreement, City may terminate this Agreement without any further liability on its part by giving written notice of termination to Developer. Upon the giving of such notice, the City shall not be obligated to pay to Developer the Inclusionary Grant, any portion thereof, or any other amounts owing under the Agreement, and Developer shall return to the City any Inclusionary Grant monies received but not expended on the Project as of the date of the notice of termination. 4.5 Waiver of Conditions. The conditions set forth pertaining to City's obligation to make disbursements of the Inclusionary Grant proceeds are for City's benefit only and the City Project Manager may waive all or any part of such rights by written notice to Developer. 4.6 Waiver of Disbursement Conditions. Unless City otherwise agrees in writing, the making by City of any disbursement with knowledge that any condition to such disbursement is not fulfilled shall constitute a waiver of such condition only with respect to the particular disbursement made, provided that such condition shall be a condition to all further disbursements until fulfilled. 4.7 Other Terms and Conditions of Grant., Without limiting any other remedies, any disbursements of the Inclusionary Grant that have not already been expended for development and construction of the Project shall become immediately due and payable by Developer back to City, in the event of any of the following: (a) Failure to complete the Project within two (2) years of the date of the first disbursement, unless extended due to Force Majeure delays, as defined in Section 17.2; (b) Violation of any of the use covenants and restrictions contained in this Agreement after the expiration of any applicable notice and cure periods; or, (c) An Event of Default by Developer, which is not timely cured after expiration of any applicable notice and cure periods pursuant to the terms of this Agreement. 4.8 Costs and Fees. Developer shall pay all recording fees and charges on any document recorded pursuant to this Agreement. 5. USE AND MAINTENANCE OF THE PROPERTY 5.1 Maintenance of the Property. During all phases of construction, solely at Developer's expense, Developer agrees to maintain the Property in a clean and orderly condition and in good condition and repair and keep the Property free from any accumulation of debris and waste materials, as appropriate and consistent with construction industry standards and all permits and regulations of any Governmental Authority. If at any time Developer fails to maintain, or cause to be maintained, the Property as required by this section, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from the City, unless such condition cannot reasonably be cured within thirty (30) days, in which case 55394.00101\42414134.1 City Council 12 — 22 7/16/2024 EXHIBIT 2 Developer shall have such additional time as reasonably necessary to complete such cure, the City may perform the necessary maintenance and Developer shall pay all reasonable costs incurred for such maintenance. Following the Certificate of Completion for construction of the homes, the Property maintenance shall be governed by the provisions of the Regulatory Agreement. 5.2 Obligation to Refrain from Discrimination. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, religious creed, color, national origin, ancestry, physical disability, mental disability, reproductive health decisionmaking, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or veteran or military status, in the development and construction of the Property nor shall Developer itself or any person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with reference to the development and construction of the Property. The foregoing covenants shall run with the land and shall remain in effect until termination of the Agreement. Following the Certificate of Completion for construction of the homes, the Developer's obligation to refrain from discrimination shall be governed by the provisions of the Regulatory Agreement. (a) In Employment. In construction on the Property, Developer shall not discriminate against any employee or applicant because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, reproductive health decisionmaking, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or veteran or military status . Developer shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, reproductive health decisionmaking, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or veteran or military status. (b) In all Contracts. Developer shall cause the foregoing covenants to be inserted in all contracts for any work covered by this Agreement so that such provisions will be binding upon each contractor for the benefit of City, provided that the foregoing covenant shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. 6. RESERVED 7. GENERAL PROVISIONS AND WARRANTIES As a material inducement to City to enter into this Agreement, Developer represents and warrants as follows, which representations and warranties are made solely by Developer and not by or on behalf of any partner of Developer: 7.1 Formation, Qualification and Compliance. Developer is a nonprofit organization. Developer is in compliance with all laws applicable to its business and has obtained all approvals, licenses, exemptions and other authorizations from, and has accomplished all 55394.00101\42414134.1 City Council 12 — 23 7/16/2024 EXHIBIT 2 filings, registrations and qualifications with, any Governmental Authority that are necessary for the transaction of its business. 7.2 Execution and Performance of Inclusionary Grant Documents. (a) Developer has all requisite authority to execute and perform its obligations under this Agreement. (b) The execution and delivery by Developer of, and the performance by Developer of its obligations under, this Agreement that has been authorized by all necessary action and does not and will not: (i) require any consent or approval not heretofore obtained of any person having any interest in Developer; (ii) violate any provision of, or require any consent or approval not heretofore obtained under, any articles of incorporation, by-laws or other governing document applicable to Developer; (iii) result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under this Agreement and under the contemplated Senior Loan Documents) on or with respect to any property now or hereafter owned or leased by Developer; (iv) to the best of its knowledge, violate any provision of any law presently in effect; or (v) constitute a breach or default under, or permit the acceleration of obligations owed under, any contract, loan agreement, lease or other agreement or document to which Developer is a party or by which Developer or any of its property is bound. (c) Developer is not in default, in any respect that is materially adverse to the interests of City under this Agreement or that would have any material adverse effect on the financial condition of Developer or the conduct of its business, under any law, contract, lease or other agreement or document described in sub -paragraph (iii) or (v) of sub -paragraph (b) of this Section 7.2. (d) Except for the development and construction permitting contemplated to be subsequently obtained under this Agreement, no approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Authority is required which has not been previously obtained in connection with the execution by Developer of, and the performance by Developer of its obligations under, this Agreement. 7.3 Financial and Other Information. To the best of Developer's knowledge, all financial information furnished to City by the Developer or any affiliate thereof with respect to Developer in connection with the Inclusionary Grant (a) is complete and correct in all material 10 55394.00101\42414134.1 City Council 12 — 24 7/16/2024 EXHIBIT 2 respects as of the date of preparation thereof, (b) accurately presents the financial condition of Developer, and (c) has been prepared in accordance with generally accepted accounting principles consistently applied or in accordance with such other principles or methods as are reasonably acceptable to City. To the best of Developer's knowledge, all other documents and information furnished to City by the Developer or any affiliate thereof with respect to Developer, in connection with the Inclusionary Grant, are correct and complete insofar as completeness is necessary to give the City accurate knowledge of the subject matter. To the best of Developer's knowledge Developer has no material liability or contingent liability not disclosed to City in writing and there is no material lien, claim, charge or other right of others of any kinds (including liens or retained security titles of conditional vendors) on any property of Developer not disclosed in such financial statements or otherwise disclosed to City in writing. 7.4 No Material Adverse Change. There has been no material adverse change in the condition, financial or otherwise, of Developer since the dates of the latest financial statements furnished to City, except for Senior Loan Documents that have been disclosed to the City. Since those dates, Developer has not entered into any material transaction not disclosed in such financial statements or otherwise disclosed to City in writing. 7.5 Tax Liability. Developer has filed all required federal, state and local tax returns and has paid all taxes (including interest and penalties, but subject to lawful extensions disclosed to City in writing) other than taxes being promptly and actively contested in good faith and by appropriate proceedings. Developer is maintaining adequate reserves for tax liabilities (including contested liabilities) in accordance with generally accepted accounting principles or in accordance with such other principles or methods as are reasonably acceptable to City. 7.6 Governmental Requirements. Except for the development and construction permitting contemplated to be subsequently obtained under this Agreement, to best of its knowledge, Developer is in compliance with all laws relating to the Property and all Governmental Authority approvals, including zoning, land use, planning requirements, and requirements arising from or relating to the adoption or amendment of, any applicable general plan, subdivision and parcel map requirement; environmental requirements, including the requirements of the California Environmental Quality Act and the National Environmental Policy Act, and the preparation and approval of all required environmental impact statements and reports; use, occupancy and building permit requirements; and public utilities requirements. 7.7 Rights of Others. Developer is in compliance with all covenants, conditions, restrictions, easements, rights of way and other rights of third parties relating to the Property as may be shown on title for the Property. 7.8 Litigation. There are no material actions or proceedings pending or, to the best of the Developer's knowledge, threatened against or affecting Developer or any property of Developer before any Governmental Authority, except as disclosed to City in writing prior to the execution of this Agreement. 11 55394.00101\42414134.1 City Council 12 — 25 7/16/2024 EXHIBIT 2 7.9 Bankruptcy. To the best of Developer's knowledge, no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Developer, nor are any of such proceedings contemplated by Developer. 7.10 Information Accurate. To the best of Developer's knowledge, all information, regardless of its form, conveyed by Developer to City, by whatever means, is accurate, and correct in all material respects and is sufficiently complete to give City true and accurate knowledge of its subject matter, and does not contain any material misrepresentation or omission. 7.11 Conflicts of Interest. No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his/her personal interests or the interests of any corporation, partnership or association in which he/she has a direct or indirect financial interest. The Developer warrants that it neither has paid nor given, nor will pay or give, any third party any money or other consideration for obtaining this Agreement. 7.12 Nonliability of City Officials and Employees. No member, official or employee of the City shall be personally liable to the Developer in the event of any default or breach by the City or for any amount which may become due to Developer or on any obligations under the terms of this Agreement. 7.13 No Assignment. Developer expressly acknowledges and agrees that the City has only agreed to assist the Developer as a means by which to induce the construction and development of the Project. Accordingly, Developer further expressly acknowledges and agrees that this Agreement is a personal right of Developer that is neither negotiable, transferable, nor assignable except as set forth herein. Developer may assign some or all of its rights under the Agreement only with the prior written consent of the City Project Manager, except that no prior consent is necessary for an assignment by a limited partner of Developer to an affiliate, for the inclusion of tax credit investors in the Agreement. 7.14 Applicable Law. This Agreement shall be interpreted, governed and enforced under federal and California state law with venue in Orange County, California. 7.15 Third Parties. This Agreement is made for the sole benefit of Developer and the City and their successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of the City hereunder or arising from any default by Developer, nor shall the City owe any duty whatsoever to any claimant for labor performed or materials furnished in connection with the construction of the Property. 7.16 City Approval of Senior Loans; Subordination. Developer shall obtain City's written approval and consent for any Senior Loans. Developer shall provide the City at least thirty (30) days' notice of any request for subordination of the City Deed of Trust. If the City does not respond to a request for approval of a Senior Loan or subordination of the City Deed of Trust within thirty (30) days, then the request shall be deemed disapproved. Developer acknowledges 12 55394.00101\42414134.1 City Council 12 — 26 7/16/2024 EXHIBIT 2 and agrees that the Regulatory Agreement shall have priority over, and shall not be subordinated to, any Senior Loan. 7.17 Use of Proiect Account. The Project Account shall be used exclusively for the deposit of proceeds from the Inclusionary Grant and to pay expenses for the Project in accordance with the Project Budget. No other funds shall be deposited into the Project Account. 8. CONDITIONS FOR CONSTRUCTION 8.1 Permits and Approvals. Developer shall diligently obtain all permits, including all Building Permits, licenses, approvals, exemptions and other authorizations of Governmental Agencies required in connection with the construction and conversion of the Property. Developer shall follow industry -standard, best management practices, as applicable, during construction. 8.2 Commencement and Completion of Construction. The construction of the Project shall be considered complete for purposes of this Agreement only when (a) all work described has been completed and fully paid for, and (b) all work requiring inspection or certification by Governmental Authority has been completed and all requisite certificates, approvals and other necessary authorizations (including required final certificates of occupancy) have been obtained. 8.3 Entry and Inspection. At all times prior to completion of the construction, upon reasonable prior written notice and subject to reasonable job site safety rules, City and its agents shall have (a) the right of free access to the Property and all sites away from the Property where materials for the construction are stored, (b) the right to inspect all labor performed and materials furnished for the construction, and (c) the right to inspect and copy all documents pertaining to the construction. 8.4 Construction Information. From time to time, as needed, during the course of the construction, within ten (10) Business Days following City's written demand therefore, Developer shall furnish requested reports of Project Costs, progress schedules and contractors' costs breakdowns for the construction, itemized as to trade description and item, showing the name of the contractor(s) and/or subcontractor(s), and including such indirect costs as real estate taxes, legal and accounting fees, insurance, architects' and engineers' fees, loan fees, interest during construction and contractors' overhead. 8.5 Protection Against Liens: Developer shall diligently file a valid Notice of Completion upon completion of the construction, diligently file a notice of cessation in the event of a cessation of labor on the construction for a period of thirty (30) days or more, and take all actions reasonably required to prevent the assertion of claims of lien against the Property. In the event that any claim of lien is asserted against the property or any stop notice or claim is asserted against the City by any person furnishing labor or materials to the Property, Developer shall immediately give written notice of the same to City and shall, promptly and in any event within ten (10) Business Days after written demand therefor, (a) pay and discharge the same, (b) effect the release thereof by delivering to City a surety bond complying with the requirement of applicable laws for such 13 55394.00101\42414134.1 City Council 12 — 27 7/16/2024 EXHIBIT 2 release, or (c) take such other action as City may require to release City from any obligation or liability with respect to such stop notice or claim. 8.6 Prevailing Wales. (a) Developer shall assume any and all responsibility and be solely responsible for determining whether or not laborers employed relative to the construction or installation of the project must be paid the prevailing per diem wage rate for their labor classification, as determined by the State, pursuant to labor code sections 1720, et seq. (b) Developer, on behalf of itself, its successors, and assigns, waives and releases the City from any right of action that may be available to any of them pursuant to Labor Code section 1781. Developer acknowledges the protections of Civil Code section 1542 relative to the waiver and release contained in this section 8.6, which reads as follows: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. (c) By signing this Agreement, Developer knowingly and voluntarily waives the provisions of section 1542 solely in connection with the waivers and releases of this section 8.6. (d) Additionally, Developer shall indemnify, defend and hold harmless the city against any claims pursuant to Labor Code section 1781 arising from this agreement or the construction or installation of all or any portion of the project. (e) Developer represents and warrants that the Project is within the exemption of California Labor Code § 1720(c)(5)(A) ("the habitat provision") that exempts projects from being considered a "public works" project if "the project is a self-help housing project in which no fewer than 500 hours of construction work associated with the homes are to be performed by the homebuyers." 8.7 Developer's Assurance of Construction Completion. Prior to the Initial Disbursement and commencement of construction of the Improvements, Developer shall furnish to City evidence that assures Developer that sufficient monies will be available to complete the proposed construction (the "Construction Security"). The City Project Manager shall approve or disapprove the Construction Security, which approval shall not be unreasonably withheld. The amount of money available from the Construction Security shall be at least the total estimated construction cost. Subject to approval from the City Project Manager, the Construction Security may take one of the following forms: (i) Performance bond and labor and materials bond in a principal sum equal to the total estimated construction cost supplied by Contractor or subcontractors, provided said bonds are issued jointly to Developer, City and any Senior Lenders as obligees. 14 55394.00101\42414134.1 City Council 12 — 28 7/16/2024 EXHIBIT 2 (ii) Irrevocable letter of credit issued to City from a financial institution to be in effect until City acknowledges satisfactory Completion of Construction; (iii) Cash deposited with the City (may be in the form of cashier's check or money order or may be electronically deposited); (iv) A completion guaranty, in favor of City from an Affiliate of Developer, in a form reasonably acceptable to City, coupled with a repayment guaranty in favor of the Senior construction Lender for its loan; (v) Any combination of the above. All bonds and letters of credit must be issued by a company qualified to do business in the State of California and acceptable to City. All bonds and letters of credit shall insure faithful and full observance and performance by Developer of all terms, conditions, covenants, and agreements relating to the construction of improvements within the Property. Developer shall provide or cause its Contractor to provide payment and/or performance bonds in connection with the construction of the Project Improvements, and shall name the City as an additional obligee on, with the right to enforce, any such bonds. 9. PROJECT COVENANTS 9.1 Local Sourcing Plan. Developer agrees to make a good faith effort to encourage subcontractors and suppliers to hire and procure locally. Prior to issuance of any Building Permit, Developer shall develop and submit to the City a local sourcing plan for the Project targeting, to the extent feasible, the hiring of qualified workers, construction contractors, or the purchasing of goods locally within the City of Santa Ana. 9.2 Lead -Based Paint. Developer shall comply with the requirements, as applicable of the Lead -Based Paint Poisoning Prevention Act. 9.3 Property Standards. Developer shall cause the Property to meet all applicable local, state and federal codes and ordinances, including zoning ordinances. Developer shall also cause the Property to meet the current edition of the Model Energy Code published by the Council of American Building Officials. No fewer than one (1) unit shall comply with requirements for mobility features under California Building Code section 11B-233.3, and communication features that comply with California Building Code section 11B-809.5. 9.4 Alternative Transportation and Enemy Source, Resource Conservation, and LEED Certification. In recognition of the City's desire to optimize the energy efficiency of the Project, Developer agrees to consult with the Project design team, a CABEC certified 2016 Certified Energy Analyst, a LEED AP Homes (low-rise and mid -rise), LEED AP BD+C (high rise), National Green Building Standard (NGBS) Green Verifier, or GreenPoint Rater (one person may meet both of these latter qualifications) early in the Project design process to 15 55394.00101\42414134.1 City Council 12 — 29 7/16/2024 EXHIBIT 2 evaluate a building energy model analysis and identify and consider energy efficiency or generation measures beyond those required by minimum construction standards. 9.5 Maintenance. At all times during the term of this Agreement, Developer shall cause the Property and the Project to be maintained in a decent, safe and sanitary manner, regardless of cause of the disrepair. The maintenance obligation shall be commensurate with the work being done on the Property according to the Scope of Work, provided that at all times the Property and Project shall be maintained in accordance with all permits, building codes, and any other requirement imposed by a Governmental Authority. 9.6 RESERVED. 9.7 RESERVED. 9.8 Conflict of Interest. Developer shall comply with and be bound by the conflict of interest provisions set forth in all applicable state regulations pertaining to conflict of interest. 9.9 Ri2ht to Work and Minimum Wale Laws. (a) Pursuant to the United States of America Fair Labor Standard Act of 1938, as amended, and State of California Labor Code, Section 1178.5, Developer shall pay no less than the greater of the Federal or California Minimum Wage to all its employees that directly or indirectly service the Property, in any manner whatsoever. Developer shall require and verify that all its subcontractors or other persons servicing the Property on behalf of the Developer also pay their employees no less than the greater of the Federal or California Minimum Wage. (b) Developer shall comply and verify that its subcontractors comply with all other Federal and State of California laws for minimum wage, overtime pay, record keeping, and child labor standards pursuant to the servicing of the Property or terms and conditions of this Lease. 10. ENVIRONMENTAL MATTERS 10.1 Representation and Warranty. Except as disclosed in writing to the City, Developer represents that it has no knowledge: (a) of the presence on, under or about the Property, now or in the past, of any Hazardous Materials, or of the transportation to or from the Property of any Hazardous Materials; (b) that asbestos or polychlorinated biphenyls (PCBs) are contained in or stored on the Property; or, (c) that there are any underground storage tanks located in, on or under the Property. 10.2 Compliance with Environmental Laws. Developer shall: (a) comply with all environmental laws and environmental permits applicable to the construction of the Property; (b) immediately pay or cause to be paid all costs and expenses incurred by reason of such compliance; (c) keep the Property free and clear of any environmental claims or liens imposed pursuant to any environmental law; and, (d) obtain and renew all environmental permits required for ownership or use of the Property. 16 55394.00101\42414134.1 City Council 12 — 30 7/16/2024 EXHIBIT 2 10.3 Presence of Hazardous Materials. Developer shall not, and shall not permit anyone else to, generate, use, treat, store, handle, release, or dispose of Hazardous Materials on the Property, or transport or permit the transportation of Hazardous Materials to or from the Property, except for de minimis quantities used at the Property in compliance with all applicable environmental laws and required in connection with the construction of the homes and the routine operation and maintenance of the Property. 10.4 Notice of Environmental Matters. Developer shall immediately advise City in writing of any of the following: (a) any pending or threatened environmental claim against Developer or the Property; or (b) any condition or occurrence that: (i) results in noncompliance with any applicable environmental law; (ii) could reasonably be anticipated to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability of the Property under any environmental Law; or, (iii) could reasonably be anticipated to form the basis of an environmental claim against the Property or Developer. 10.5 Environmental Indemnification by the Developer. Developer agrees to defend, indemnify and hold harmless the City and its respective officers, directors, employees and agents (collectively the "Indemnitees") from and against any and all obligations (including removal and remediation), losses, claims (including third party claims), suits, judgments, liabilities, penalties, damages (including consequential and punitive damages), costs and expenses (including consultants, and attorneys' fees) of whatever kind or nature whatsoever that may at any time be incurred by, imposed on, or asserted against the Indemnitees directly or indirectly based on, or arising or resulting from any Hazardous Materials on the Property, other than resulting from the gross negligence or willful misconduct of any Indenmitee. 11. OTHER AFFIRMATIVE COVENANTS The following provisions shall apply, except to the extent that City Project Manager otherwise consents in writing: 11.1 Existence. The sole member of Developer's managing general partner shall maintain its existence in good standing under the laws of the State of California. 11.2 Notice of Certain Matters. Developer shall give notice to City, within ten (10) days of Developer's learning thereof, of each of the following: (a) any filed litigation or claim affecting or relating to the Property and involving an amount in excess of $5,000; and any litigation or claim that might subject Developer or any general partner to liability in excess of $5,000, whether covered by insurance or not; (b) any dispute between Developer and a Governmental Authority relating to the Property, the adverse determination of which might materially affect the Property; (c) any change in Developer's principal place of business; 17 55394.00101\42414134.1 City Council 12 — 31 7/16/2024 EXHIBIT 2 (d) any aspect of the Improvements that is not in substantial conformity with the plans or code; (e) any event which after the giving of all required notices and the expiration of all applicable cure periods, would constitute an Event of Default; (f) any material default by Developer or any other party under any Senior Loan document, or the receipt by Developer of any notice of default under any Senior Loan document; (g) the creation or imposition of any mechanics' or materialmans' lien or other lien against the Property which might materially affect the Property, which is not bonded over or released; and/or (h) any material adverse change in the financial condition of Developer. 11.3 Further Assurances. Developer shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to City all documents, and take all actions, reasonably required by City from time to time to confirm the rights created or now or hereafter intended to be created under this Agreement. 12. OTHER COVENANTS The following provisions shall apply, except to the extent that the City Project Manager otherwise consents in writing: 12.1 Default on Senior Loan. Developer shall not be in default on any Senior Loan Documents (as approved by the City), provided however, that Developer shall have such period as is provided in the Senior Loan Documents during which to effectuate a cure. 12.2 Sale or Lease of Property. Developer shall not sell, lease (other than to qualified homeowners meeting the requirements set forth in this Agreement), sublease or otherwise transfer all or any part of the Property or any interest therein without the prior written consent of the City Project Manager, which consent may be withheld in the City Project Manager's sole discretion. In connection with the foregoing consent requirements, Developer acknowledges that City relied upon Developer's particular expertise in entering into this Agreement and continues to rely on such expertise to ensure the satisfactory completion of the construction. 13. CERTIFICATE OF COMPLETION Upon satisfactory completion of the construction and upon the request of Developer, or at its own election, the City shall issue a Certificate of Completion. Such Certificate of Completion shall be, and shall so state, conclusive determination of satisfactory completion of the construction. The Certificate of Completion may be issued in the form of the Certificate of Occupancy or Final Inspection Notice from the City. The City may deny the Certificate of Completion if the Developer 18 55394.00101\42414134.1 City Council 12 — 32 7/16/2024 EXHIBIT 2 has not provided the City with an acceptable Property Management Plan, Marketing and Resident Selection Plan, or other condition specified in the Regulatory Agreement. If City declines to furnish a Certificate of Completion after written request from Developer, the City Proj ect Manager shall, within thirty (30) days after receipt of the request, provide Developer with a written statement of the reasons therefore. The statement shall contain a description of the action Developer must take to obtain a Certificate of Completion. If the reason therefore is that the Developer has not completed a minor portion of the construction, City may, in its sole and absolute discretion, issue the Certificate of Completion upon the posting with City of a bond or other form of security acceptable to the City Project Manager in the amount of the fair value of the uncompleted work. A Certificate of Completion is not "notice of completion" referred to in Section 3093 of the California Civil Code. 14. INDEMNIFICATION 14.1 Nonliability of City. Developer acknowledges and agrees that: (a) The relationship between Developer and the City is and shall remain solely that of Developer and grantor. City neither undertakes nor assumes any responsibility to review, inspect, supervise, approve (other than for aesthetics) or inform Developer of any matter in connection with the construction, including matters relating to: (i) the performance of the construction work; (ii) architects, contractors, subcontractors and materialmen, or the workmanship of or materials used by any of them; or, (iii) the progress of the construction; and Developer shall rely entirely on its own judgment with respect to such matters and acknowledges that any review, inspection, supervision, approval or information supplied to Developer by City in connection with such matters is solely for the protection of City, and that neither Developer nor any third party is entitled to rely on it; (b) Notwithstanding any other provision of this Agreement: (i) the City is not a partner, joint venture, alter -ego, manager, controlling person or other business associate or participant of any kind of Developer, and City does not intend to ever assume any such status; (ii) City's activities in connection with the Inclusionary Grant shall not be "outside the scope of the activities of a lender of money" within the meaning of California Civil Code Section 3434, as modified or recodified from time to time, and City does not intend to ever assume any responsibility to any person for the quality or safety of the Property; and, (iii) City shall not be deemed responsible for or a participant in any acts, omissions or decisions of Developer; (c) City shall not be directly or indirectly liable or responsible for any loss or injury of any kind to any person or property resulting from any construction on, or occupancy or use of, the Property, whether arising from: (i) any defect in any building, grading, landscaping or other onsite or offsite improvement; (ii) any act or omission of Developer or any of Developer's agents, employees, independent contractors, licensees or invitees; or (iii) any accident on the Property or any fire or other casualty or hazard thereon; and, 19 55394.00101\42414134.1 City Council 12 — 33 7/16/2024 EXHIBIT 2 (d) By accepting or approving anything required to be performed or given to City under this Agreement, including any certificate, financial statement, survey, appraisal or insurance policy, City shall not be deemed to have warranted or represented the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty or representation by City to anyone. 14.2 Indemnity. Developer shall defend (by counsel reasonably satisfactory to City), indemnify and save and hold harmless the Indemnitees from and against all claims, damages, demands, actions, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising from or relating to: (i) any act or omission of Developer in connection with its obligations under this Agreement; (ii) the making of the Inclusionary Grant; (iii) a claim, demand or cause of action that any person has or asserts against Developer arising from or related to this Agreement; and (iv) any act or omission of Developer, any contractor, subcontractor or material supplier, engineer, architect or other person with respect to the Property, except to the extent any of the foregoing arise from gross negligence or willful misconduct of the City. Developer's obligations under this Section shall survive the issuance of the Certificate of Completion, and termination of this Agreement. 14.3 Reimbursement of City. With respect to the indemnification obligations under this Article 14, Developer shall reimburse City immediately upon written demand for all costs reasonably incurred by City (including the reasonable fees and expenses of attorneys, accountants, appraisers and other consultants, whether the same are independent contractors or employees of City) in connection with the enforcement of this Agreement and all related matters, including all claims, demands, causes of action, liabilities, losses, commissions and other costs against which City is indemnified under this Agreement. Such reimbursement obligations shall bear interest from the date occurring twenty (20) days after City gives written demand to Developer. Such reimbursement obligations shall survive the issuance of a Certificate of Completion and termination of this Agreement. 15. INSURANCE, CASUALTY AND CONDEMNATION 15.1 Policies Required; Minimum Coverage. Developer shall procure and maintain for the duration of the contract, and for five (5) years thereafter, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees, and sub -contractors, which meets the following minimum requirements: (a) Commercial General Liability (CGL). Insurance Services Office (ISO) Form CG 0001 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 and $2,000,000 in the aggregate. Umbrella and excess insurance policies can be used to meet the required limits. (b) Automobile Liability (AL). Insurance Services Office Form CA 0001 covering Code 1(any auto), with combined single limit no less than $2,000,000. 20 55394.00101\42414134.1 City Council 12 — 34 7/16/2024 EXHIBIT 2 (c) Workers' Compensation (WC). 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, policy, employee for bodily injury or disease. (d) Builder's Risk (Course of Construction) (BR). Utilizing an "All Risk" (Special Perils) coverage form, with limits equal to the completed value of the project and no co- insurance penalty provisions. (e) Surety Bonds as described below. (f) Professional Liability (PL). With limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate. The Professional Liability coverage may be obtained by Developer's architect or other design profession, provided that the coverage meets all other requirements of this Agreement and City consents to the coverage in writing. (g) Pollution Legal Liability and/or Errors and Omissions (PLL). With limits no less than $50,000. These insurance requirements shall not in any way act to reduce coverage that is broader or includes higher limits than the minimums shown above. If Developer maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to the broader coverage and/or the higher limits maintained by Developer. Insurance provided under this contract shall not contain any restrictions or limitations which are inconsistent with City's rights under this contract. 15.2 Self -Insured Retentions. Self -insured retentions must be declared to and approved by City. At the option of City, Developer shall cause its insurer(s) to reduce or eliminate such self - insured retentions as respects City; or Developer shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. 15.3 Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions: (a) City of Santa Ana, its City Council, officers, officials, employees, agents, and volunteers are to be covered as additional insureds on Contractor's CGL and AL policies with respect to liability arising out of work operations performed by or on behalf of Developer including materials, parts, and equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of Developer. Additional insured status can be provided in the form of an endorsement to Developer's insurance. (b) For any claims related to this project, Developer's insurance coverage shall be primary insurance coverage as respects City of Santa Ana, its City Council, officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by City of Santa Ana, its City Council, officers, officials, employees, agents, or volunteers shall not contribute with it. 21 55394.00101\42414134.1 City Council 12 — 35 7/16/2024 EXHIBIT 2 (c) A severability of interest provision must apply for all the additional insureds, ensuring that Developer's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. (d) Developer hereby grants to City a waiver of subrogation which any insurer of said Developer may acquire against City of Santa Ana, its City Council, officers, officials, employees, agents and volunteers" by virtue of the payment of any loss under such insurance. Developer agrees to obtain any endorsement(s) that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not City has received a waiver of subrogation endorsement from any insurer(s). (e) Each insurance policy required by this clause shall provide that coverage shall not be canceled, suspended, voided, reduced in scope or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City and ten (10) days prior written notice of policy cancellation or non -renewal due to non-payment. (f) Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement), 20 Civic Center Plaza M-26 (Housing Division), Santa Ana, CA 92701. The name and location of project must be indicated in the Description of Operations section of each certificate. (g) If any of the insurance required under this Agreement is not commercially available, not applicable to the Project, or imposes an undue cost burden on the Project, the City may, in its sole and absolute discretion, agree to reduce the coverage or waive the coverage; provided, however, that if such coverage does become available or applicable to the Project, and securing the insurance would not impose an undue burden on the Project, the City may require the insurance to be procured within thirty (30) days of written notice. 15.4 Builder's Risk (Course of Construction) Insurance. Developer may submit evidence of Builder's Risk insurance in the form of Course of Construction coverage. Such coverage shall name City of Santa Ana as a loss payee as its interest may appear. If the project does not involve new or major reconstruction, at the option of City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at Project site. 15.5 Claims Made Policies. If any coverage required is written on a claims -made coverage form: (a) The retroactive date must be shown, and this date must be before the execution date of the contract. 22 55394.00101\42414134.1 City Council 12 — 36 7/16/2024 EXHIBIT 2 (b) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of work. (c) If coverage is cancelled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the contract effective, or start of work date, Developer must purchase extended reporting period coverage for a minimum of five (5) years after completion of work. (d) A copy of the claims reporting requirements must be submitted to City. 15.6 Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. 15.7 Waiver of Subrogation. Developer hereby agrees to waive rights of subrogation which any insurer of Developer may acquire from Developer by virtue of the payment of any loss. Developer agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Developer, its employees, agents, contractors and sub- contractors. 15.8 Verification of Coverage. Developer shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause). A statement on a Certificate(s)/Evidence of Insurance will not be accepted in lieu of the actual endorsements required herein. Failure to obtain the required documents prior to the work beginning shall not waive Developer's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. 15.9 Sub -Contractors. Developer shall require and verify that all sub -contractors maintain insurance meeting all requirements stated herein, and Developer shall ensure that City is an additional insured on insurance required from sub -contractors. For CGL coverage, sub- contractors shall provide coverage with a form at least as broad as CG 20 3 8 04 13. 15.10 Surety Bonds. Developer shall provide the following Surety Bonds: (a) Bid Bond (b) Performance Bond (c) Payment Bond (d) Maintenance Bond The Payment Bond and the Performance Bond shall be in a sum equal to the contract price. If the Performance Bond provides for a one-year warranty a separate Maintenance Bond is not 23 55394.00101\42414134.1 City Council 12 — 37 7/16/2024 EXHIBIT 2 necessary. If the warranty period specified in the contract is for longer than one year a Maintenance Bond equal to 10% of the contract price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California. 15.11 Claims and Proceedings. Developer shall give City immediate notice of any material casualty to any portion of the Property, whether or not covered by insurance, and of the initiation or threatened initiation of any proceeding for the condemnation or other taking for public or quasi -public use of any portion of the Property (collectively, "Condemnation"), and shall provide City with copies of all documents which pertain to any such casualty or Condemnation. Developer shall take all action reasonably required by City in connection therewith to protect the interests of Developer and/or City, and City shall be entitled (without regard to the adequacy of its security) to participate in any action, claim, adjustment or proceeding and to be represented therein by counsel of its choice. Developer shall not settle, adjust, or compromise any claim, action, adjustment or proceeding without prior written approval, which approval shall not be unreasonably withheld or delayed. 15.12 Delivery of Proceeds to City. In the event that, notwithstanding the "lender's loss payable endorsement" requirement set forth above, the proceeds of any casualty insurance policy described herein are paid to Developer, Developer shall, subject to any superior rights of the Senior Lender, deliver such proceeds to the City immediately upon receipt. 15.13 Application of Casualty Insurance Proceeds. Subject to any superior rights of a Senior Lender, any proceeds collected (the "Proceeds") under any casualty insurance policy described in this Agreement shall be disbursed to Developer as provided below, but only upon fulfillment of each of the following conditions (the "Restoration Conditions") within ninety (90) days (unless extended by mutual agreement of Developer and City) following the occurrence of the receipt of the Proceeds: (a) Developer shall demonstrate to City's reasonable satisfaction that the Proceeds (together with amounts deposited by Developer pursuant to subparagraph (b)) will be adequate to repair the Improvements and to restore the fair market value of the Property, within a time period reasonably determined by City, to at least the value it had immediately prior to sustaining the damage. Such demonstration shall include delivery to City of: (i) plans and specifications reasonably satisfactory to City; and, (ii) a construction contract in form and content, and with a contractor, reasonably satisfactory to City; (b) Developer shall execute such documents as City reasonably requires to evidence and secure Developer's obligation to use all amounts disbursed for the diligent restoration of the Property; and, (c) No Event of Default shall remain uncured; provided, however, if an Event of Default has occurred, then Developer shall assign to the City an amount of the Proceeds equal to the disbursements received from the City for the Inclusionary Grant and such amount shall be paid to City prior to any disbursement of the Proceeds to Developer. 24 55394.00101\42414134.1 City Council 12 — 38 7/16/2024 EXHIBIT 2 15.14 Method of Disbursement and Undisbursed Funds. Any Proceeds to be disbursed to Developer shall be held by the Senior Lender if a Senior Loan is outstanding, and disbursed in accordance with the Senior Loan Documents or, if no Senior Loan, then held by the City and disbursed in accordance with the City's then customary disbursement procedures and related provisions. Any amounts remaining undisbursed following completion of such restoration shall be returned to Developer, and any other amounts remaining shall either be paid to Developer or applied by the Senior Lender, or the City in the absence of a Senior Loan, as the case may be against any obligations that are secured by a lien on the Property, as they elect in their sole and absolute discretion. 15.15 Failure to Satisfy Conditions. In the event that Developer fails to fulfill the Restoration Conditions within one hundred and eighty (180) days (unless extended pursuant to Section 15.4) following the date Proceeds are received, the Proceeds shall be applied by City against any obligations to City that are secured by a lien on the Property, and the selection of which such obligations to apply the Proceeds against shall be made by City in its sole and absolute discretion. 15.16 Restoration. Nothing in this Article 15 shall be construed to excuse Developer from repairing and restoring all damage to the Property in accordance with other obligations of this Agreement. 15.17 Condemnation; Treatment of Compensation. (a) Subject to any superior rights of Senior Lender, Developer hereby assigns to the City, as security for all obligations to City secured by a lien on the Property, all amounts payable to Developer in connection with any Condemnation, and any proceeds of any related settlement (collectively, "Compensation"). Subject to any superior rights of Senior Lender, Developer shall deliver such remaining Compensation to City immediately upon receipt. If the taking results in a loss of the Property to an extent that, in the reasonable opinion of City, renders or is likely to render the Property not economically viable or if, in City's reasonable judgment Developer's security is otherwise impaired, City may apply the Compensation received due to judgment or settlement in connection with any condemnation or other taking to repay the Inclusionary Grant. If so applied, any award in excess of the Inclusionary Grant repayment and other sums due to City shall be paid to Developer or Developer's assignee. City shall have no obligation to take any action in connection with any actual or threatened condemnation or other proceeding. (b) Notwithstanding the foregoing, as long as the value of City's liens are not impaired, any condemnation proceeds may be used by the Developer for repair and/or restoration of the Project. 16. DEFAULTS AND REMEDIES 16.1 Events of Default. Failure or delay by either party to perform any material term or provision of this Agreement within the time periods provided herein for such performance 25 55394.00101\42414134.1 City Council 12 — 39 7/16/2024 EXHIBIT 2 constitutes a default under the Agreement. If any party defaults in performance of its material obligations, covenants or agreements hereunder, the defaulting party shall be entitled to cure the default in accordance with this section. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. Unless a specific time to cure is set forth below, the defaulting party must, within thirty (30) days following service of said written notice, commence to cure, correct or remedy such failure or delay and shall complete such cure, correction, or remedy with reasonable diligence, provided that any cure must occur within ninety (90) days, or such shorter time specified below. Without limitation, the occurrence of any of the following, whatever the reason therefore which is not cured, shall constitute an Event of Default by Developer: (a) Developer fails to perform any obligation for the payment of money under this Agreement, and such failure is not cured within ten (10) Business Days after Developer's receipt of written notice that such obligation was not performed when due; (b) Any representation or warranty in this Agreement proves to have been incorrect in any material respect when made; (c) The Property is materially damaged or destroyed by fire or other casualty unless Developer fulfills the Restoration Conditions set forth in the insurance provisions of this Agreement within one hundred eighty (180) days and thereafter diligently restores the Property in accordance with this Agreement; (d) Work on the construction ceases for thirty (30) consecutive days for any reason (other than Force Majeure delays, as defined in Section 17.2); (e) Developer is enjoined or otherwise prohibited by any Governmental Authority from constructing and/or occupying the Improvements and such injunction or prohibition continues unstayed for sixty (60) days or more for any reason; (f) Construction of the Project has not commenced within thirty (30) days of the Initial Disbursement. (g) Construction of the Project in accordance with the Scope of Work is not complete within two (2) years from the Initial Disbursement. (h) Developer has not conveyed the Affordable Units to Eligible Homebuyers in accordance with the Regulatory Agreement within eighteen (18) months from completion of construction, provided, however, that Developer shall have not less than ninety (90) days from written notice by the City to cure said default, or such longer time as reasonably necessary so long as Developer diligently pursues curing the default. (i) Developer is dissolved, liquidated or terminated, or all or substantially all of the assets of Developer are sold or otherwise transferred without the City Project Manager's prior written consent; or, 26 55394.00101\42414134.1 City Council 12 — 40 7/16/2024 EXHIBIT 2 0) Developer is the subject of an order for relief by a bankruptcy court, or is unable or admits its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or Developer applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or any part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of Developer and the appointment continues undischarged or unstayed for ninety (90) days; or Developer institutes or consents to any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, custodianship, conservatorship, liquidation, construction or similar proceeding relating to it or any part of its property; or any similar proceeding is instituted without the consent of Developer and continues undismissed or unstayed for ninety (90) days; or any judgment, writ, warrant of attachment or execution, or similar process is issued or levied against any property of Developer and is not released, vacated or fully bonded within ninety (90) days after its issue or levy. 16.2 Remedies Upon Default. Upon the occurrence of any Event of Default, City may, at its option and in its absolute discretion, do any or all of the following: (a) Terminate this Agreement by giving written notice to Developer and obtain restitution for the Inclusionary Grant in the amount of unexpended portions of any amounts the City has disbursed to Developer for the Inclusionary Grant, or any expenditures of the Inclusionary Grant in violation of this Agreement. Upon written notice of termination and demand from the City, Developer shall repay to the City those amounts expended in violation of this Agreement or any unexpended portions of the Inclusionary Grant and assign to the City all rights to pursue any contractor, subcontractor and/or materials supplier who has been paid by Developer with Inclusionary Grant funds but has not provided work or materials paid for. (b) In its own right or by a court -appointed receiver, take possession of the Property, enter into contracts for and otherwise proceed with the completion of the construction by expenditure of its own funds, and operate the Project in accordance with the Regulatory Agreement. (c) Exercise any of its rights under this Agreement, the Regulatory Agreement, and any rights provided by law, including, without limitation, the right to seek specific performance and the right to foreclose on any security and exercise any other rights with respect to any security, inclusive of the Construction Security, all in such order and manner as City elects in its sole and absolute discretion. (d) Suspend or terminate the award of City funds if Developer fails to comply with any term of such award. 16.3 Cumulative Remedies: No Waiver. City's rights and remedies under this Agreement are cumulative and in addition to all rights and remedies provided by law. The exercise by City of any right or remedy shall not constitute a cure or waiver of any default, nor invalidate any notice of default or any act done pursuant to any such notice, nor prejudice the City in the exercise of any other right or remedy. No waiver of any default shall be implied from any omission by City to take action on account of such default if such default persists or is repeated. 27 55394.00101\42414134.1 City Council 12 — 41 7/16/2024 EXHIBIT 2 No waiver of any default shall affect any default other than the default expressly waived, and any such waiver shall be operative only for the time and to the extent stated. No waiver of any provision of this Agreement or related agreement shall be construed as a waiver of any subsequent breach of the same provision. City's consent to or approval of any act by Developer requiring further consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act. The City's acceptance of the late performance of any obligation shall not constitute a waiver by City of the right to require prompt performance of all further obligations; City's acceptance of any performance following the sending or filing of any notice of default shall not constitute a waiver of either party's right to proceed with the exercise of its remedies forany unfulfilled obligations; and City's acceptance of any partial performance shall not constitute a waiver by City of any rights. 16.4 Limitation of Developer Remedies. In the event that the City is liable for damages to Developer, such liability shall not exceed costs incurred by the Developer in the performance of this Agreement and shall not extend to compensation for loss of future income, profits or assets. 16.5 Liability. Developer shall have liability under this Agreement for any judgment, decree or order for the payment of money obtained in any action to enforce the obligation of Developer to repay the Inclusionary Grant. 16.6 Cure Rights. Notwithstanding anything to the contrary contained herein, City hereby agrees that any cure of any default made or tendered under this Agreement by an entity on behalf of Developer shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer. 17. MISCELLANEOUS 17.1 Obligations Unconditional and Independent. Notwithstanding the existence at any time of any obligation or liability of City to Developer, or any other claim by developer against City, in connection with the Inclusionary Grant or otherwise, Developer hereby waives any right it might otherwise have: (a) to offset any such obligation, liability or claim against Developer's obligations under this Agreement; or, (b) to claim that the existence of any such outstanding obligation, liability or claim excuses the nonperformance by Developer of any of its obligations under this Agreement. 17.2 Notices. All notices, demands, approvals and other communications provided for in this Agreement shall be in writing and be delivered to the appropriate party by personal service or U.S. mail at its address as follows: 28 55394.00101\42414134.1 City Council 12 — 42 7/16/2024 EXHIBIT 2 If to Developer: Habitat for Humanity of Orange County 2200 S. Ritchey Street Santa Ana, CA 92705 Attention: Executive Director or Chief Executive Officer If to City: Community Development Agency of the City of Santa Ana Housing Division Manager 20 Civic Center Plaza (M-26) P.O. Box 1988 With a copy to: Santa Ana, California 92702 Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 Addresses for notice may be changed as required by written notice to all other parties. All notices personally served shall be effective when actually received. All notices mailed shall be effective three (3) days after deposit in the U.S. Mail, postage prepaid. The foregoing notwithstanding, the non -receipt of any notice as the result of a change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such notice. 17.3 Survival of Representations and Warranties. All representations and warranties in this Agreement shall survive the making of the Inclusionary Grant(s) described herein until the City determination of Completion of Construction and have been or will be relied on by City notwithstanding any investigation made by either party. 17.4 No Third Parties Benefited. This Agreement is made for the purpose of setting forth rights and obligations of Developer and the City, and no other person shall have any rights hereunder or by reason hereof. 17.5 Binding Effect; Assignment of Obligations. This Agreement shall bind, and shall inure to the benefit of, Developer and City and their respective successors and assigns. Other than as expressly provided to the contrary in this Agreement, Developer shall not assign any of its rights or obligations under this Agreement without the prior written consent of City, which consent may be withheld in City's sole and absolute discretion. Any such assignment without such consent shall, at City's option, be void. 17.6 Prior Agreements; Amendments; Consents. This Agreement contains the entire agreement between the City and Developer with respect to the Inclusionary Grant, and all prior negotiations, understandings and agreements are superseded by this Agreement. No modification of this Agreement (including waivers of rights and conditions) shall be effective unless in writing and signed by the party against whom enforcement of such modification is sought, and then only in the specific instance and for the specific purpose given. 29 55394.00101\42414134.1 City Council 12 — 43 7/16/2024 EXHIBIT 2 17.7 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. Developer irrevocably and unconditionally submits to the jurisdiction of the Superior Court of the State of California for the County of Orange or the United States District Court of the Central District of California, as City may deem appropriate, in connection with any legal action or proceeding arising out of or relating to this Agreement. Assuming proper service of process, Developer also waives any objection regarding personal or in rem jurisdiction or venue. 17.8 Severability of Provisions. No provision of this Agreement that is held to be unenforceable or invalid shall affect the remaining provisions, and to this end all provisions of this Agreement are hereby declared to be severable. 17.9 Headings. Article and section headings are included in this Agreement for convenience of reference only and shall not be used in construing this Agreement. 17.10 Conflicts. In the event of any conflict between the provisions of this Agreement and those of the Regulatory Agreement, this Agreement, unless otherwise expressly provided, shall prevail; provided however that, with respect to any matter addressed in the other such documents, the fact that one document provides for greater, lesser or different rights or obligations than the others shall not be deemed a conflict unless the applicable provisions are inconsistent and could not be simultaneously enforced or performed. 17.11 Time of the Essence. Time is of the essence under this Agreement and in the performance of every term, covenant, and obligation contained herein. 17.12 Force Maieure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, pandemics as declared by federal, state, or local emergency resolution, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party's control (including the Party's employment force), court actions (such as restraining orders or injunctions), or other causes beyond the Party's control, including delays by any governmental entity (although the City may not benefit from this provision for a delay that results from City's failure to perform its obligations under this Agreement), or an insurance company of either party. If any such events shall occur, the term of this Agreement and the time for performance by either Party of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance. 17.13 Conflict of Interest. No member, official or employee of the City shall have any direct or indirect interest in this Agreement, nor participate in any decision relating to the Agreement, which is prohibited by law. 17.14 Warranty Against Payment of Consideration. Developer warrants that it has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. 30 55394.00101\42414134.1 City Council 12 — 44 7/16/2024 EXHIBIT 2 17.15 Plans and Data. Where Developer does not proceed with the work and construction of the Project, and when this Agreement is terminated with respect thereto for any reason, Developer shall deliver to City any and all plans and data concerning the Property, and City or any person or entity designated by City shall have the right to use such plans and data without compensation to Developer. Such right of City shall be subject to any right of the preparer of the plans to their use. 17.16 Authority to Enter Agreement. 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 the City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. (Signatures onfollow ing page) 31 55394.00101\42414134.1 City Council 12 — 45 7/16/2024 EXHIBIT 2 IN WITNESS WHEREOF, the parties hereto have caused this Conditional Grant Agreement to be executed on the date set forth at the beginning of this Agreement. DEVELOPER: HABITAT FOR HUMANITY OF O GE COUNTY a California nonprofit religi us cor ration. By: Name: Michael Valentine Title: President & CEO 32 55394.00101\42414134.1 City Council 12 — 46 7/16/2024 EXHIBIT 2 ATTEST: Jennifer L. Hall City Clerk Dated: APPROVED AS TO FORM: SONIA R. CARVALHO, City Attorney v+fadt.- Iz AJ7 Matthew Cody Best, Best & Krieger Special Counsel for the City Dated: June 25, 2024 RECOMMENDED FOR APPROVAL: Michael L. Garcia Executive Director Community Development Agency Dated: July 9, 2024 33 55394.00101\42414134.1 CITY OF SANTA ANA Alvaro Nunez Acting City Manager Dated: City Council 12 — 47 7/16/2024 EXHIBIT 2 EXHIBITS Exhibit A — Legal Description Exhibit B — Project Description, Scope of Work, and Schedule of Performance Exhibit C — Project Budget Exhibit D — Regulatory Agreement 34 55394.00101\42414134.1 City Council 12 — 48 7/16/2024 EXHIBIT 2 EXHIBIT A LEGAL DESCRIPTION Real property in the City of Santa Ana, County of Orange, State of California, described as follows: LOT 4 IN BLOCK A OF TRACT NO. 451, IN THE CITY OF SANTA ANA, AS PER MAP RECORDED IN BOOK 16, PAGE 41 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY. EXCEPTING THEREFROM THE WEST 7 FEET AND THE EAST 3 FEET. ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF SANTA ANA AS DESCRIBED IN DOCUMENT RECORDED FEBRUARY 25, 1983 AS INSTRUMENT NO. 83-84912 OF OFFICIAL RECORDS. APN: 405-101-37 City Council 12 — 49 7/16/2024 *VA :II:1Nr:1 EXHIBIT 2 f Habitat of Orange County Overview for Humanity° Project Description 1921 West Washington Avenue Santa Ana, CA The proposed project will be developed at the vacant lot located at 1921 West Washington Avenue, Santa Ana CA, and includes the construction of three new duplex buildings that accommodate six 100-percent affordable, for -sale residential units. Floor Plan and Unit Amenities The front two duplex buildings (Units 1- 4, closest to Washington Avenue) are designed with a similar floor plan, and each contain the same square footage of approximately 1,859-square-feet (net floor area) for each unit. The rear duplex building (Units 5 & 6) will consist of 3,446 square -feet of floor area. In total, all new floor area onsite will be 10,882 square -feet. Units 1-4 each will consist of three bedrooms, two and a half restrooms, a kitchen, living room, and in -unit laundry facilities. Unit 5 will consist of 1,165 square -feet with three bedrooms, two restrooms, a living room, a dining room, a kitchen, and a balcony. Unit 6 will consist of one 1,168-square-foot ADA compliant unit with three bedrooms, two restrooms, a dining room, living room, kitchen, and in -unit laundry facilities. Design Description The project architecture features a traditional farmhouse style. The overall design, massing, features, and materials of the new construction will be compatible with and complement the variation of styles within the neighborhood. The farmhouse architectural style would include exterior horizontal and vertical board siding, exterior wood finishes, vinyl frame hung windows, wood eave brackets, wood trellises, decorative light fixtures, an enhanced frontage -facing porch area for Unit 1 and porticos for the remaining units. Moreover, the structure is designed to fully screen all mechanical equipment with the inclusion of walls or enhanced landscaping screens. Overall, the project will include a design and quality construction materials that will ensure that the project ages well for the duration of the building's lifetime. Landscaping The landscaping concept consists of drought -tolerant and native plants where feasible that complements the Project's architecture and is consistent with the overall landscaping of the surrounding neighborhood. Parking Onsite there will be a total of 15 parking stalls, which consist of two garage stalls per unit (tandem spaces for Unit 5) and three guest surface spaces (one ADA compliant space). Homeowners Association (HOA) The maintenance of Habitat developments is handled by a Homeowners Association (HOA) that is formed and incorporated by Habitat during the construction phase of the development. The HOA will maintain the property in a safe, decent, and sanitary manner and ensure the projects are maintained in accordance with all permits, building codes and other requirements imposed by a Governmental Authority. City Council 12 — 50 7/16/2024 EXHIBIT 2 *VA :II:1Nr:1 ww Habitat for Humanity° Scope of Work of Orange County 1921 West Washington Avenue Santa Ana, CA The scope of work for this Project shall include the processing of permits, all necessary site work for the construction of three duplex buildings and construction completion, performing maintenance obligations through the term up to the date that is forty-five (45) years after the City issues the last certificate of occupancy for the Affordable Units in this project. Compliance with All Entitlements and Approvals for the Project The Project will be developed in adherence to the entitlements approved by the City and in conformance to the terms in the Regulatory Agreement and the Conditional Grant Agreement during construction, home sales, and enforcement required during the duration of the affordability restrictions through the term up to the date that is forty-five (45) years after the City issues the last certificate of occupancy for the Affordable Units in this project Performing Maintenance Obligations The maintenance of Habitat developments is handled by a Homeowners Association (HOA) that is formed and incorporated by Habitat during the construction phase of the development. During this time, a property manager is hired, so the HOA gets off to a strong start. Habitat OC reviews the details of the development with the budget preparer with a preference to include maintenance details including costs of maintenance, repair, and improvements in HOA responsibility, rather than that of the homeowner, to ensure completion on a regular schedule. The HOA's responsibility covers the common area including improvements and landscaping in a manner consistent with community standards and in accordance with the Santa Ana Municipal Code. The HOA will maintain the property in a safe, decent, and sanitary manner and ensure the projects are maintained in accordance with all permits, building codes and other requirements imposed by a Governmental Authority. In addition, all exterior, painted surfaces of any structures located on the Property will be maintained at all times in a clean and good condition. City, and any of its employees, agents, contractors, or designees shall have the right to enter upon the Property at reasonable times and in a reasonable manner to inspect the Project, after providing notice as follows: (i) at least a 24-hour notice to Developer and Tenants / Homebuyer of the Affordable Unit which will be inspected, or (ii) at least 48 hours' notice to Developer. Operational Requirements Related to Sale of the Affordable Units Affordability: The Developer will conduct marketing and outreach to reach low-income households (households whose income does not exceed eighty (80%) of the area median income for the Orange County, California PMSA). Homebuyer Local Preference and Priority: Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by the State of California, the Developer shall give a local preference in selecting Homebuyers of the Affordable Units. The Developer will adhere to the City's requirement to provide first priority to persons who have been permanently displaced or who face permanent displacement from housing in the City as a result of any of the following: (i) for projects funded by the Low -Moderate Income City Council 12 — 51 7/16/2024 EXHIBIT 2 *:/:II:1Nr:1 Housing Asset Fund, a redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.); (ii) Ellis Act, owner -occupancy, or removal permit eviction; (iii) earthquake, fire, flood, or other natural disaster; (iv) cancellation of a Housing Choice Voucher HAP Contract by property owner; or (v) governmental action, such as Code Enforcement. Second, the Developer will provide priority to persons who are either: (i) residents of Santa Ana, (ii) individuals working in the City at least thirty two (32) hours per work for at least six (6) months prior to the occupancy, (iii) persons who seek to reside in the City as an accommodation to a mental or physical disability, or (iv) households with students who attend public school in the City. Homebuyer Selection: Developer shall select Homebuyers in accordance with their Homebuyer Selection Process set forth in the City's Administrative Procedures Manual referenced in the Regulatory agreement. Income Verification and Certification: Developer shall verify income of prospective Homebuyers and certify the verification to the City in compliance with the procedures set forth in the Administrative Procedures Manual. City Council 12 — 52 7/16/2024 EXHIBIT 2 EXHIBIT B Habitat for Humanity' Schedule ®f Performance of Orange County 1921 West Washington Avenue Santa Ana, CA CONSTRUCTION ACTIVITY DURATION START FINISH 1921 West Washington Ave 473 days Fri 9/1/23 Mon 6/23/25 Pre -Development Review 247 days Fri 9/1/23 Fri 8/9/24 Site Permits 155 days Wed 2/14/24 Mon 9/16/24 Building Permit 185 days Fri 2/2/24 Wed 10/16/24 Grading 22 days Tue 9/17/24 Wed 10/16/24 Wet Utilities 15 days Thu 10/17/24 Wed 11/6/24 Dry Utilities 254 days Thu 6/13/24 Mon 6/2/25 Foundation 26 days Thu 11/7/24 Thu 12/12/24 Framing 25 days Fri 12/13/24 Thu 1/16/25 Dry In 68 days Tue 1/14/25 7]7T—hu 4/17/25 Exterior Finishes 14 days Wed 1/22/25 Mon 2/10/25 Utility Rough -Ins and Complete Concrete 23 days Thu 1/16/25 Mon 2/17/25 Interior Finishes 108 days Tue 1/14/25 Thu 6/12/25 Landscaping and Grounds Work Final Acceptance 26 days 15 days Mon 4/28/25 Mon 6/2/25 Mon 6/23/25 Tue 6/3/25 Total estimate timeline from City Processing / Permits to House Construction Completion is estimated to be 16 months. HOME SALE ACTIVITY Outreach and Program Orientations Initial Needs Assessment, Eligibility Evaluation and Homebuyer Selection Board Approval of Selected Homebuyer START FINISH 07/01/24 09/30/24 08/01/24 10/31/24 11/01/24 11/30/24 City Approval of Selected Homebuyer 11/01/24 11/30/24 Homebuyer Pre -Qualification 12/01/24 12/31/24 Homebuyer Onboarding and Sweat Equity Hours 12/01/24 06/15/25 Sales Purchase Agreement Executed and Escrow Opened 04/01/25 06/27/25 Homebuyer Loan Approval 04/01/25 04/30/25 Home Sales Complete 06/25/25 06/27/25 Dedication Day & Homebuyer Receives Keys 06/28/25 06/28/25 City Council 12 — 53 7/16/2024 EXHIBIT 2 *VA :11:1kto, Habitat for Humanity® of Orange County Project: 1921 West Washington Avenue Units 6 Low Income Average SF: 1,430 Average Sales Price: $225,400 P ROJ ECT COSTS LAND COSTS: Total Land Cost 580,000 Site Improvements 737,000 Impact Fees 50,000 Finished Land Costs 1,367,000 HOUSE COSTS: Directs 1,287,000 Indirects 680,000 Plan Check/Permit Fees 22,000 Property Taxes 21,000 Insurance 78,000 Bonds 55,000 Finance 113,000 Marketing/Broker Coop 67,620 Overhead/Management 280,000 Warranty 43,000 Total Housing Costs 2,646,620 Project Contingency 477,762 Total Costs 4,491,382 Unit Sales City Subsidy Habitat Fundraising City Subsidy Construction Loan Habitat Fundraising Land Costs House Costs Contingency Total 1,352,400 2.200.000 Total 2,200,000 2.252.000 Total 1,367,000 2.646.620 Per Unit 96,667 122.833 214,500 113,333 3,667 3,500 13,000 9,167 18,833 11,270 46,667 7,167 441,103 79.627 748,564 Per Unit 225,400 366.667 Per Unit 366,667 375.333 Per Unit 227,833 441.103 * Sales price based on quarterly affordable sales price calculations for 2nd Quarter 2024 prepared by Keyser MarsontAssociate, Inc. City Council 12 - 54 7/16/2024 EXHIBIT D EXHIBIT 2 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: City Clerk Free Recording pursuant to Government Code 27383 REGULATORY AGREEMENT IMPOSING AFFORDABLE HOUSING COVENANTS AND RESTRICTIONS (DENSITY BONUS) (1921 W. Washington, Santa Ana, California; APN: 405-101-37) This REGULATORY AGREEMENT IMPOSING AFFORDABLE HOUSING COVENANTS AND RESTRICTIONS (DENSITY BONUS) ("Regulatory Agreement"), made and entered into this _ day of .2024 ("Effective Date"), by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"), and Habitat for Humanity of Orange County, a California nonprofit religious corporation ("Developer"). City and Developer are sometimes referred to collectively as the "Parties" and individually as a "Party." RECITALS A. Developer is the owner of that certain property located within the City of Santa Ana, County of Orange, State of California, commonly known as 1921 W. Washington Avenue, Santa Ana, California, (APN 405-101-37), with the legal description set forth in Exhibit A attached hereto and incorporated herein by this reference ("Property"). B. City and Developer have entered into a Conditional Grant Agreement, pursuant to which, City agreed to provide a grant (the "Inclusionary Grant") in an amount up to Two Million Two Hundred Thousand Dollars ($2,200,000) to Developer for a residential homeownership project that involves construction of six (6) affordable housing units restricted for sale to low income households, which will be provided within three (3) duplex buildings, and include related amenities, including but not limited to: parking, landscaping, lighting, signage, and other amenities, and all other on -site and off -site improvements required for operation of the Property (the "Project"). C. As a condition of receiving the Inclusionary Grant, Developer agrees that this Regulatory Agreement shall be recorded against the Property prior to disbursement 55394 QQJQJ\n1nncmi i City Council 12 — 55 7/16/2024 EXHIBIT 2 EXHIBIT D of any portion of the Inclusionary Grant and that the Property and the Project shall be subject to the covenants and restrictions set forth herein. D. In addition, in connection with the Project, Developer seeks a density bonus under California Government Code § 65915, et seq. ("State Density Bonus Law") and Santa Ana Municipal Code sections 41-1600, et seq. ("City Density Bonus Ordinance"). Based on the Property size of 0.37 acres, and the City's allowable density for the Property of seven (7) dwelling units per acre, without the density bonus, the existing density for the Property would allow only two (2) dwelling units on the Property (rounded down from 2.59). Thus, the City also enters into this Agreement to fulfill requirements of the State Density Bonus Law and City Density Bonus Ordinance. E. In light of the purpose of the State Density Bonus Law and City Density Bonus Ordinance, City has determined to approve Developer's application for four (4) concessions/incentives and one (1) waiver. F. Based upon the foregoing, on the terms and conditions set forth below, this Agreement, and the exhibits attached hereto and incorporated herein by reference, are intended to (1) implement and fulfill obligations set forth in the Conditional Grant Agreement, and (2) implement the Project's requirement to provide affordable housing units in exchange for receiving the density bonus, concession and waivers set forth herein. NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein by this reference, and of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: DEFINITIONS AND EXHIBITS 1.1 Definitions. In addition to the terms that may be defined elsewhere in this Agreement, the following terms when used in this Agreement shall be defined as follows: 1.1.1 "Adjusted for family size appropriate to the unit" shall have the meaning set forth by California Health and Safety Code Section 50052.5(h). 1.1.2 "Administrative Procedures Manual" shall mean the City's Administrative Procedures Manual: Ownership Housing Development, setting forth rules and regulations for the City's homeownership program. 1.1.3 "Affordable Housing Cost" means the total housing costs paid by a qualifying Low Income Household in accordance with California Health and Safety Code Section 50052.5. 1.1.4 "Affordable Housing Resale Restrictions" means the restrictions imposed on each Affordable Unit that restrict sales to qualified Eligible Households pursuant to a 2 55394 QQJ04'41nncmi i City Council 12 — 56 7/16/2024 EXHIBIT 2 EXHIBIT D local preference for families who live or work in the City of Santa Ana at an Affordable Sales Price as set forth in Section 4.6.3, in accordance with Homebuyer Loan Agreement. 1.1.5 "Affordable Sales Price" means the maximum sales price that can be charged for an Affordable Unit as set forth in Section 3.3.2. 1.1.6 "Affordable Unit(s)" means the six (6) individual dwelling units, which shall be constructed within three (3) duplex buildings, and each restricted for occupancy to Low Income Households. 1.1.7 "Area Median Income" or "AMP' shall mean the area median income published by HCD in accordance with California Health and Safety Code § 50093. 1.1.8 "Benchmark Down Payment" is a component of the Affordable Sales Price calculations. For the purposes of this Agreement, the Benchmark Down Payment is set at 5% of the total Affordable Sales Price. The Benchmark Down Payment is used solely as a component for determining the Affordable Sales Price for an Affordable Unit. It does not represent a cap on the down payment amount that can be contributed by a Homebuyer. 1.1.9 "Certificate of Occupancy" shall mean a certificate of occupancy issued by the City after completion of construction and a dwelling unit has been certified by the City has available for occupancy. 1.1.10 "City" means the City of Santa Ana, California 1.1.11 "City Council" means the City Council of the City of Santa Ana. 1.1.12 "City Attorney" means the City Attorney for the City of Santa Ana. 1.1.13 "City Manager" means the City Manager for the City of Santa Ana. 1.1.14 "City's Planning Commission" means the Planning Commission for the City of Santa Ana. 1.1.15 "City Deed of Trust" means a deed of trust, in the form attached hereto as Exhibit C, executed by Homebuyer in favor of the City that secures the performance of the Affordable Housing Resale Restrictions, the City and Homebuyer Loan Agreement, and the City Promissory Note, and which is recorded against each Affordable Unit as required under this Agreement. 1.1.16 "City Promissory Note" shall mean a promissory note, in the form attached hereto as Exhibit D, executed by Homebuyer evidencing an agreement to pay to City the amount owed pursuant to the City and Homebuyer Loan Agreement. 1.1.17 "Density Bonus Application' shall mean the Density Bonus Application No. for the Project. 3 55394 QQJ04'41nncmi i City Council 12 — 57 7/16/2024 EXHIBIT 2 EXHIBIT D 1.1.18 "Developer" means Habitat for Humanity of Orange County, a California nonprofit religious corporation, and its permitted successors and assigns to all or any part of the Property, Project or this Agreement. 1.1.19 "Effective Date" means the date the Developer and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement, pursuant to section 4.1 herein. 1.1.20 "Eligible Household" means a Household whose income does not exceed the qualifying limit for a Low Income Household, as defined herein. 1.1.21 "Gross Household Income" means all income from whatever source from all adult Household members, which is anticipated to be received during the 12-month period following the date of the determination of Gross Household Income. The applicable sources of income are defined in California Code of Regulations Title 25 Housing and Community Development Section 6914. The definition includes the following specific requirements: (a) Except as provided in subdivision (b), all payments from all sources received by the head of Household (even if temporarily absent) and each additional member of the Household who is not a minor shall be included in the annual income of a Household. Gross Household Income shall include, but not be limited to: (i) The gross amount, before any payroll deductions, of wages and salaries, overtime pay, commissions, fees, tips and bonuses; (ii) The net income from operation of a business or profession or from rental or real or personal property (for this purpose, expenditures for business expansion or amortization of capital indebtedness shall not be deducted to determine the net income from a business); (iii) Interest and dividends; (iv) The full amount of periodic payments received from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of periodic receipts (but see subdivision (2)(c)); (v) Payments in lieu of earnings, such as unemployment and disability compensation, worker's compensation and severance pay; (vi) Public Assistance. If the public assistance payment includes an amount specifically designated for shelter and utilities which is subject to adjustment by the public assistance agency in accordance with the actual cost of shelter and utilities, the amount of public assistance income to be included as income shall consist of: (1) The amount of the allowance or grant exclusive of the amount specifically designated for shelter and utilities, plus 4 55394 QQJ04'41nncmi i City Council 12 — 58 7/16/2024 EXHIBIT 2 EXHIBIT D (2) The maximum amount which the public assistance agency could in fact allow for the Household for shelter and utilities. (vii) Periodic and determinable allowances such as alimony and child support payments, and regular contributions or gifts received from persons not residing in the dwelling; (viii) All regular pay, special pay and allowances of a member of the Armed Forces (whether or not living in the dwelling) who is head of the Household or spouse or domestic partner (but see subdivision (b)(v)); (ix) Where a Household has net assets in excess of $5,000, income shall include the actual amount of income, if any, derived from all of the net Household assets or 10 percent of the value of all such assets, whichever is greater. For purposes of this section, net Household assets means value of equity in real property other than the Household's full-time residence, savings, stocks, bonds, and other forms of capital investment. The value of necessary items such as furniture and automobiles shall be excluded. (b) The following items shall not be considered as income: (i) Casual, sporadic or irregular gifts; (ii) Amounts which are specifically for or in reimbursement of the cost of medical expenses; (iii) Lump -sum additions to Household assets, such as inheritances, insurance payments (including payments under health and accident insurance and worker's compensation), capital gains and settlement for personal or property losses; (iv) Amounts of educational scholarships paid directly to the student or to the educational institution, and amounts paid by the government to a veteran for use in meeting the costs of tuition, fees, books and equipment. Any amounts of such scholarships, or payments to veterans not used for the above purposes of which are available for subsistence are to be included in income; (v) The special pay to a serviceman head of a Household away from home and exposed to hostile fire; local relocation law; (vi) Relocation payments made pursuant to federal, state, or (vii) Foster child care payments; (viii) The value of coupon allotments for the purchase of food pursuant to the Food Stamp Act of 1964 which is in excess of the amount actually charged the eligible Household; 55394 QQJ04'41nncmi i City Council 12 — 59 7/16/2024 EXHIBIT 2 EXHIBIT D (ix) Payments received pursuant to participation in the following volunteer programs under the ACTION Agency: (1) National Volunteer Antipoverty Programs which include VISTA, Service Learning Programs and Special Volunteer Programs. (2) National Older American Volunteer Programs for persons aged 60 and over which include Retired Senior Volunteer Programs, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience, Service Corps of Retired Executive (SCORE) and Active Corps of Executives (ACE). 1.1.22 "HCD" means the California Department of Housing and Community Development 1.1.23 "Homebuyer" means an Eligible Household that has an executed agreement to purchase an Affordable Unit. 1.1.24 "Homebuyer Loan Agreement" means the loan agreement entered into between Homebuyer and City prior to transfer of an Affordable Unit, as referenced in Section 3.5 and 4.6 of this Agreement. 1.1.25 "Household" all the persons who will occupy the Affordable Unit as their primary residence. The size of a prospective Household must be compatible with the size of the Affordable Unit to be purchased. The minimum number of occupants is three (3). The maximum number of occupants is eight (8). A child who is subject to a legally -binding shared -custody agreement, in which the child resides with the Household at least 50% of the time, is counted as a member of the Household. For the purpose of calculating the Household income and not the number of occupants, excluded from the definition of Household are live-in caregivers/caretakers, foster children, unborn children and children being pursued for legal custody or adoption that are not currently living with the Household. 1.1.26 "Housing Cost" means and includes all of the following costs associated with ownership of an Inclusionary Unit as defined in Title 25 of the California Code of Regulations Section 6920: improvements; (a) Principal and interest on a mortgage loan at the defined interest rate; (b) Property tax and assessments; (c) Fire and casualty insurance covering replacement value of property (d) Property maintenance and repairs; (e) A reasonable utility allowance, as determined by the City; and (f) Homeowner Association assessments and dues. 6 55394 QQJ04'41nncmi i City Council 12 — 60 7/16/2024 EXHIBIT 2 EXHIBIT D 1.1.27 "Low Income Household" means a Household whose income does not exceed eighty percent (80%) of the area median income for the Orange County, California PMSA, adjusted for actual household size, as published by HCD, and in accordance with the definition of "low-income household" set forth in SAMC § 41-1901 and California Health and Safety Code § 50079.5. 1.1.28 "Notice of Affordability Restrictions" means the notice of affordability restrictions to prospective buyers, which shall have a term of at least forty-five (45) years, in the form attached hereto as Exhibit E. 1.1.29 "Program Director" has the day-to-day authority for making determinations related to the Administrative Procedures Manual. The Program Director will be appointed by the Executive Director for the City's Community Development Agency. 1.1.30 "Project" means that certain affordable residential development as more particularly described in Recital B and Section 2 of this Agreement. 1.1.31 "Property" means that certain real property more particularly described in the legal description in Exhibit A and improvements thereon, including each Affordable Unit. 1.1.32 "Regulatory Agreement" means this Affordable Housing Agreement and Declaration of Covenants and Restrictions. 1.1.33 "State Density Bonus Law" means Government Code sections 65915, et seq., as they exist on the Effective Date. 1.1.34 "Supportable Mortgage" means the mortgage amount that can be supported by a Low Income Household based on the Affordable Housing Cost calculations. The mortgage calculation is based on the prevailing market interest rate for a 30-year fully amortizing mortgage with a fixed interest rate. The Supportable Mortgage shall be determined in accordance with the City's Administrative Procedures Manual, provided that it should be determined for a Low Income Household consistent with the requirements of this Agreement and State Density Bonus Law. 1.1.35 "Unit" means a residential dwelling unit within the Project to be constructed or caused to be constructed by Developer pursuant to this Agreement. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: 1.2.1 Exhibit A: Legal Description of the Property 1.2.2 Exhibit B: Affordable Housing Resale Restrictions 1.2.3 Exhibit C: City Deed of Trust 1.2.4 Exhibit D: City Promissory Note 1.2.5 Exhibit E: Notice of Affordability Restrictions 1.2.6 Exhibit F: Income Verification Form 1.2.7 Exhibit G: Certification of Continued Occupancy 7 55394 QQJ04'41nncmi i City Council 12 — 61 7/16/2024 EXHIBIT 2 EXHIBIT D 2. DEVELOPMENT OF THE PROPERTY 2.1 Project. Developer shall develop, operate, and maintain, or cause the development, operation and maintenance of, the Property, to provide the Affordable Units required by this Agreement. 2.2 Densi . Bonus. Developer understands and agrees that, for purposes of calculating the density bonus in accordance with the State Density Bonus Law, the base density for the Property is three (3) dwelling units (fractional units are rounded up) and therefore the Project will receive a density bonus to develop a total of six (6) dwelling units that will be restricted as Affordable Units under this Agreement. Developer shall not construct or develop, or otherwise claim a right to construct or develop any additional dwelling units on the Property. Developer agrees that the Project is eligible for a density bonus based upon compliance with the requirement to develop the Project as a common interest development, in accordance with California Government Code § 65915(i). 2.3 Development Concessions, Incentives, and Waivers. As set forth in the City entitlements, Developer petitioned for and is hereby granted the following concessions, incentives, and waivers as part of the approval of Density Bonus Application: 2.3.1 Concession. In accordance with Government Code Section 65915(d)(1), Developer is granted the following concession(s): (a) The setback at the north end of the parcel shall be reduced from ten feet (10') to six feet (6'), and the setback at the west side of the parcel shall be reduced to seven feet (7') (provided that the Project provides a minimum of 1,200 square feet of open space per unit). (b) The building separation shall be reduced from fifteen feet (15') to nine to ten feet (9-10') (c) The open space requirement for a private balcony for unit five, as identified on the Project entitlements, shall be reduced from one hundred (100) square feet to ninety one (91) square feet, provided that the unit is also provided with four hundred twelve (412) square feet of private yard space. (d) The private yard fencing encroachment into the front -yard area for unit one, as identified on the Project entitlements, shall be allowed to exceed the height restriction of three feet (3') but shall not exceed six feet (6'), as necessary to allow for the screening of the air conditioner. 2.3.2 Waivers. In accordance with Government Code Section 65915(e)(1), Developer is granted the following waiver(s): The drive aisle area by the trash enclosures shall be reduced by eight inches (8") to a total of eighteen feet ten inches (18' 10") to accommodate PWA trash pickup requirements. 2.4 Parking Requirements. Onsite parking shall be provided in compliance with Government Code Sections 65915 (p)(1)(A) and 65915 (p)(1)(B). All units will have a private 8 55394 QQJ04'41nncmi i City Council 12 — 62 7/16/2024 EXHIBIT 2 EXHIBIT D two -car garage with direct access to each unit (residents shall be required to park vehicles in the garages and not use garages only for storage). The Project must also provide short-term overflow/guest parking spots as follows: two (2) standards parking spots and one (1) accessible parking spot. 2.5 No Further Concessions, Incentives, or Waivers. Developer acknowledges and agrees that the concessions, incentives, and waivers set forth in section 2.3, and the parking requirements set forth in section 2.4, above fully satisfies any duty City may have under the City Density Bonus Ordinance, the Density Bonus Law, or any other law or regulation to provide any density bonus incentive or to waive any building, zoning, or other requirement in connection with a density bonus. By this Agreement, Developer releases any and all claims Developer may have against City in any way relating to or arising from City's obligation to waive requirements of or provide development incentives pursuant to the City Density Bonus Ordinance and the Density Bonus Law applicable to the Project. 2.6 Affordable Units. The Project, for purposes of this Agreement, shall have no less than six (6) Affordable Units, restricted for homeownership opportunities to Low Income Households, pursuant to the terms and conditions of this Agreement. Each Affordable Unit shall be consistent with all City approvals, and meet the following requirements: 2.6.1 Each unit shall have three (3) bedrooms and a minimum of two (2) bathrooms; 2.6.2 Each unit shall have a private two -car garage with direct access to the interior living space; 2.6.3 The interior living space of each unit shall range from a minimum of 1,100 square feet to 1,430 square feet; 2.6.4 Each unit shall have a private yard; and, 2.6.5 One unit shall be constructed as an accessible unit with mobility and communication features in compliance with the California Building Code. 2.7 Permits and Processing Compliance with Laws. Developer, at its sole cost and expense, or as otherwise set forth in a separate written agreement, shall secure or cause to be secured any and all permits that may be required for development of the Project by City or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Upon securing any and all permits, and all necessary financing and property interests, Developer shall carry out and perform the development, operation, and maintenance of the Project or cause the performance of the development, operation, and maintenance of the Project, in conformity with all applicable federal, state, and local laws and regulations, and all conditions of approval issued by the City Council and City's Planning Commission for the Project. Any changes to the Project shall be reviewed by the City to determine compliance with this Agreement. If any changes to the Project shall materially alter the ability of Developer to comply with any terms of this Agreement in City's sole determination, then City and Developer shall meet and confer to address amendments and revisions to this Agreement as necessary. 9 55394 QQJ04'41nncmi i City Council 12 — 63 7/16/2024 EXHIBIT 2 EXHIBIT D 2.8 Common Interest Development. The Project shall be operated as a "common interest development' as defined in California Civil Code § 4100 and operated in accordance with all state laws regarding common interest developments. 2.9 Mechanic's Liens; Indemnification. Developer shall take all actions reasonably necessary to remove any future mechanic's liens or other similar liens (including design professional liens) against the Property or Project, or any part thereof, by reason of work, labor, services, or materials supplied or claimed to have been supplied to Developer or caused by, at the direction of, or on behalf of Developer. Prior to the recording of this Agreement (or memorandum thereof) pursuant to Section 4.1 below, Developer shall provide evidence from the Title Company of any new recordings against the Property or Project. City hereby reserves all rights to post notices of non -responsibility and any other notices as may be appropriate upon a filing of a mechanic's lien. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party by reason of a mechanic's lien or work, labor, services, or materials supplied or claimed to have been supplied to Developer or caused by, at the direction of, or on behalf of Developer. 3. AFFORDABILITY 3.1 Total Affordabili , Term. Each Affordable Unit shall be restricted for sale to an Eligible Household for a total period of no less than forty -Five (45) years ("Total Affordability Term"). The Total Affordability Term for an Affordable Unit shall commence on the date that the Affordable Unit receives all required occupancy permits from the City and a Certificate of Occupancy. 3.2 Memorializing Commencement of Total Affordabili . Term. Developer shall keep or cause to be kept detailed records of the commencement date of the Total Affordability Term for each Affordable Unit. City shall have the right to review and verify said records without a fee from City to Developer to ensure that the commencement date specified by Developer for an Affordable Unit coincides with the date that the initial Affordable Unit received all permits from City required for occupancy of the Unit. In the event that a conflict exists between the date specified by Developer for the commencement of the Total Affordability Term for an Affordable Unit and the date specified by City's issuance of all required permits for occupancy of the Unit, the date specified by City's issuance of all required permits for occupancy of the Unit shall control. 3.3 Affordability Covenants and Restrictions. 3.3.1 Affordable Homeownership. Developer covenants that, during the Total Affordability Term, each Affordable Unit shall be sold to, or held vacant for sale to, an Eligible Household for an Affordable Sales Price. 3.3.2 Affordable Sales Price. The Affordable Sales Price is equal to the sum of the Supportable Mortgage plus, if applicable, the Benchmark Down Payment. Prior to the sale of 10 55394 QQJ04'41nncmi i City Council 12 — 64 7/16/2024 EXHIBIT 2 EXHIBIT D any Affordable Unit, Developer shall provide the City with at least thirty (30) days' written notice of the determined amount, and the City shall have ten (10) days to approve or disapprove of the proposed Affordable Sales Price. The Affordable Sales Price for Affordable Units shall be adjusted quarterly until all Affordable Units are sold and, thereafter, determined in connection with each re -sale, as applicable. 3.4 Notice to City. Prior to entering into an agreement for the transfer of an Affordable Unit, Developer shall provide at least thirty (30) days written notice to the City, along with a proposed written agreement setting forth the terms of the sale, including the proposed Affordable Sales Price. For the initial sale of an Affordable Unit from Developer to a Homebuyer, Developer shall also provide a proposed equity share promissory note and a deed of trust. 3.5 Homebuyer Documents. The sale of each Affordable Unit is subject to satisfaction of the following conditions: 3.5.1 City and Homebuyer shall enter into the Homebuyer Loan Agreement, which memorializes a loan from the City to Homebuyer in the amount equal to the difference between (a) the Affordable Sales Price for the Affordable Unit and (b) the fair market value of the Affordable Unit without any restrictions on affordability or resale price as set forth herein, which amount shall be the amount of the City Promissory Note. The Homebuyer Loan Agreement shall also set forth the terms of the Affordable Housing Resale Restrictions, the City Deed of Trust, and the Notice of Affordability Restrictions (collectively, the "City Loan Documents"). The Parties agree and understand that the Homebuyer Loan Agreement does not require the payment of funds from City to Homebuyer, but rather evidences a promise to pay the amount of the City Promissory Note in the event of a breach of the obligations, covenants, and restrictions set forth in the City Loan Documents. 3.5.2 Each Homebuyer shall execute the Affordable Housing Resale Restrictions, the City Deed of Trust, and the Notice of Affordability Restrictions, each of which shall be recorded against the Affordable Unit. 3.5.3 Each Homebuyer of an Affordable Unit shall execute the City Promissory Note, which shall be secured by the City Deed of Trust. 3.6 Equi . Sharing Agreement. The Affordable Housing Resale Restrictions for each initial sale from Developer to a Homebuyer shall include an equity sharing agreement in accordance with California Government Code § 65915(c)(2)(A). The City and Developer agree that Developer shall recapture the equity share pursuant to Government Code § 65915(c)(2)(C). the amount of the equity share shall be determined in accordance with this Section 3.6, and shall be evidenced by a promissory note secured by a deed of trust in favor of Developer. 3.6.1 Except in the event of a conflict with requirements of another public funding source, the following provisions of the equity sharing agreement shall be enforced when the initial Homebuyer sells an Affordable Unit: (i) The Homebuyer selling the Affordable Unit shall retain the value of any improvements and the down payment that were paid for by the seller, and the seller's proportionate share of appreciation. 11 55394 QQJ04'41nncmi i City Council 12 — 65 7/16/2024 EXHIBIT 2 EXHIBIT D (ii) Developer shall recapture its "initial subsidy," in accordance with Government Code Section 65915(c)(2)(C)(v), in an amount equal to the fair market value of the Affordable Unit at the time of the initial sale from Developer to the Homebuyer, minus the Affordable Sales Price, plus any down payment assistance or mortgage assistance. (iii) Developer shall recapture its "proportionate share of appreciation," in accordance with Government Code Section 65915(c)(2)(C)(v), in an amount equal to: (A) the ratio of the City's initial subsidy to the fair market value of the home at the time of the initial sale multiplied by (B) the fair market value of the Affordable Unit at the time of the sale from the Homebuyer to a new Eligible Household. (iv) The proceeds of the sale of an Affordable Unit from a Homebuyer to a new Eligible Household shall be disbursed in the following priority: first, to satisfy a first deed of trust from a primary lender, as approved by City at the time of the initial sale, or subsequent approval in the event of a refinance event; second, to the Developer for the equity share determined in accordance with this Section 3.6.1; and, third, the remainder to the selling Homebuyer. (v) Developer shall use one hundred percent (100%) of the proceeds to promote homeownership for lower income households as defined by Section 50079.5 of the Health and Safety Code within the jurisdiction of the City. By way of example, and without approval from the City or limiting any the eligible uses, these uses may include: financing a silent second for a homeownership program, neighborhood improvements and revitalization; outreach and qualification of new homebuyers; financial education and counseling; advocacy and policy work; and, homeowner support networks. Developer is solely responsible for determining compliance with requirements of state law for using proceeds referenced herein. 3.6.2 To determine the fair market value of the Affordable Unit for purposes of this Section 3.6, Developer shall require an appraisal by a qualified appraisal at the time of the initial sale to an Eligible Household and for the initial re -sale by a Homebuyer. If a Homebuyer disputes the appraised value, the Homebuyer may pay for the costs of a second appraisal and, if there is still disagreement, the average of the two appraisals shall be used to determine the fair market value. 4. OPERATION OF THE PROJECT BY DEVELOPER 4.1 Recording of Documents. 4.1.1 Prior to issuance of a building permit for the Project, Developer and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement. City shall cooperate with Developer in promptly executing in recordable form this Agreement. The date of recording of the Agreement shall be the Effective Date of the Agreement. Upon the date of recording, the terms and conditions of this Agreement shall be binding upon and run with the Property and each Affordable Unit for the Total Affordability Term. It is the express intent and agreement between the Parties that this Agreement 12 55394 QQJ04'41nncmi i City Council 12 — 66 7/16/2024 EXHIBIT 2 EXHIBIT D shall remain binding and enforceable against the Property, the Project, and the Affordable Units to ensure compliance with the Conditional Grant Agreement, the State Density Bonus Law and City Density Bonus Ordinance, and to ensure the continued supply of Affordable Units in the Project, except as expressly set forth in this Agreement. 4.1.2 Prior to the sale of an individual Affordable Unit to a Homebuyer, Developer shall cause each Eligible Household purchasing an Affordable Unit to sign the Affordable Housing Resale Restrictions and, as required by Section 3, the City Deed of Trust, as approved by the City pursuant to Section 4.5, below, and Developer shall record them or cause them to be recorded in the Official Records for Orange County, California. 4.2 Occupancy Levels. Subject to state or federal laws and regulations, the number of persons permitted to occupy each three -bedroom Affordable Unit shall not exceed eight (8) occupants. 4.3 Use of the Property. All uses conducted on the Property by Developer, including, without limitation, all activities undertaken by the Developer pursuant to this Agreement, shall conform to all applicable provisions of the Santa Ana Municipal Code and other applicable federal, state, and local laws, rules, and regulations. 4.4 Maintenance. Developer shall, at all times during the term of this Agreement, cause the Property and the Project to be maintained in a decent, safe and sanitary manner, regardless of cause of the disrepair. Developer and each Homebuyer shall be fully and solely responsible for costs of maintenance, repair, addition and improvements. City, and any of its employees, agents, contractors or designees shall have the right to enter upon the Property at reasonable times and in a reasonable manner to inspect the Project, after providing notice as follows: (i) at least a 24-hour notice to Developer and Tenants / Homebuyer of the Affordable Unit which will be inspected, or (ii) at least 48 hours' notice to Developer, which shall promptly give notice to Tenants / Owners of the Affordable Unit to be inspected. 4.5 Preparation and Recordation of Transfer Documents. Developer shall prepare and obtain City's approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the City Loan Documents for each Affordable Unit to Eligible Households required by Section 3.5 of this Agreement. Developer shall not sell an Affordable Unit unless and until the City has reviewed and approved the Homebuyer as an Eligible Household for the purchase of the Affordable Unit, and the Homebuyer has executed and submitted to the Program Director, in recordable form, the Homebuyer Loan Agreement, the Affordable Housing Resale Restrictions, the City Promissory Note, the City Deed of Trust, the Notice of Affordability Restrictions, and the approved financing for the Homebuyer. 4.6 Selection of Homebuyers. 4.6.1 The Developer shall, at its sole cost and expense, conduct all procedures and comply with all requirements as set forth in this Agreement and the Administrative Procedures Manual in selecting Eligible Homebuyers for each Affordable Unit. Specific procedures are set forth in Attachment C in the Administrative Procedures Manual. 13 55394 QQJ04'41nncmi i City Council 12 — 67 7/16/2024 EXHIBIT 2 EXHIBIT D 4.6.2 Developer shall be responsible for the selection of Eligible Homebuyers for the Affordable Units in compliance with lawful and reasonable criteria and the requirements of this Agreement. Prior to marketing any Affordable Units, Developer shall submit to the City for review and approval a proposed form purchase and sale agreement ("Form PSA") to be used for transferring the Affordable Units to Homebuyers. The Form PSA must contain all disclosures required by the Administrative Procedures Manual, and copy of the Affordable Housing Resale Restrictions, the City Promissory Note and the City Deed of Trust. 4.6.3 Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by the State of California, the Developer shall give a local preference in selecting Homebuyers of the Affordable Units in the following order of priority: (a) First priority shall be given to persons who have been permanently displaced or who face permanent displacement from housing in the City as a result of any of the following: (i) for projects funded by the Low -Moderate Income Housing Asset Fund, a redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.); (ii) Ellis Act, owner -occupancy, or removal permit eviction; (iii) earthquake, fire, flood, or other natural disaster; (iv) cancellation of a Housing Choice Voucher HAP Contract by property owner; or (v) governmental action, such as Code Enforcement. (b) Second priority shall be given to persons who are either: (i) residents of Santa Ana, (ii) individuals working in the City at least thirty two (32) hours per work for at least six (6) months prior to the occupancy, (iii) persons who seek to reside in the City as an accommodation to a mental or physical disability, or (iv) households with students who attend public school in the City. 4.6.4 The initial Homebuyer for each Affordable Unit shall have provided at least five hundred (500) hours of sweat equity pursuant to a written program implemented by Developer, with written documentation of the requisite number of hours. 4.6.5 Developer shall select Homebuyers in accordance with their Homebuyer Selection Process, which shall be provided to City upon request. 4.6.6 If a prospective Homebuyer qualifies as an Eligible Household, as defined herein, the Homebuyer shall be required to execute the Developer's Form PSA for the purchase and sale of an Affordable Unit. The Developer shall seek and obtain all approvals required from the City pursuant to the Form PSA and the Administrative Procedures Manual, and shall provide the City with all documentation required pursuant to this Agreement and the Administrative Procedures Manual. The Developer must submit a copy of the executed Form PSA for the purchase and sale of the Affordable Unit. The Program Director shall have not less than thirty (30) days to review the agreement to verify the total purchase price and the Homebuyer down payment amount to determine whether the terms are consistent with the requirements of this Agreement. The City has approval rights over any material amendments to the Form PSA made after it has been reviewed and approved by the Program Director. 4.7 Income Verification and Certification. 14 55394 QQJ04'41nncmi i City Council 12 — 68 7/16/2024 EXHIBIT 2 EXHIBIT D 4.7.1 Developer shall verify income of prospective Homebuyers and certify the verification to the City. In evaluating prospective Homebuyers, Developer shall consider the following sources of income in order of preference: (i) employment income; (ii) business income; (iii) income from Social Security, Supplemental Security Income (SSI), welfare, disability, or pension payments; and (iv) alimony or child support. To verify income, Developer shall comply with the procedures set forth in Section A-3 of the Administrative Procedures Manual. Subject to the foregoing preferences, Developer shall consider Gross Household Income from all adult Household members, which is anticipated to be received during the 12-month period following the date of the determination of Gross Household Income. Within fifteen (15) days of delivery of the executed Form PSA for a prospective Homebuyer to the City, Developer shall provide City with the Income Verification Form set forth in Exhibit F. 4.8 RESERVED 4.9 Notice of Affordability Restrictions on Transfer of Property. For each sale of an Affordable Unit, Developer and the proposed buyer shall execute and deposit into escrow, a Notice of Affordability Restrictions, in a form substantially similar to Exhibit E, which is attached hereto and must be executed by the parties prior to any transfer of the Property. 4.10 Property Management Plan. Prior to issuance of a Certificate of Completion, Developer shall submit, for the reasonable approval of the City, a "Management Plan" that sets forth in detail Developer's property management duties to operate the Project in accordance with this Agreement, including but not limited to the rules and regulations for the Property and manner of enforcement, an operating budget, the identity and emergency contact information of the professional property manager who will provide property management services for the Property, and other matters relevant to the management of the Property. The Management Plan may include, or be submitted in coordination with, the Emergency Evacuation Plan required under Section 4.11, the Crime Free Housing Plan required by Section 4.12, the Onsite Parking Management Plan required by Section 4.13, and the Marketing and Resident Selection Plan required by Section 4.14. 4.11 Emergency Evacuation Plan. Developer shall submit and obtain approval of an Emergency Evacuation Plan (the EEP) from City Police and Fire Protection agencies prior to issuance of a Certificate of Occupancy. Up-to-date 24-hour emergency contact information for the on -site personnel shall be provided to the City on an ongoing basis and the approved EEP shall be kept onsite and also be submitted to the following City Agencies: (a) Police Department (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 4.12 Crime Free Housing. Developer shall submit a crime -free housing policy, procedure, and design plan (the "CFH Plan"), which includes the following provisions: (a) Require parking areas to contain security cameras; 15 55394 QQJ04'41nncmi i City Council 12 — 69 7/16/2024 EXHIBIT 2 EXHIBIT D (b) Require routine unit inspections; and (c) Have policies in place to ensure that common use areas such as trash enclosures are maintained in good condition and repair (e.g., well -lit, kept clean, etc.). Developer shall submit and obtain approval from the City's Planning and Building Agency ("PBA") that the CFH Plan meets the requirements of this Subsection 4.12 prior to issuance of the Certificate of Occupancy. The approved CFH Plan shall be implemented and administered by Developer or its designated property manager, subject to all legal requirements, prohibitions against discrimination or unlawful housing practices. 4.13 Onsite Parking Management Plan. Developer shall provide onsite parking for residents and visitors of the Project and actively monitor the parking demand of the Project site. Developer shall continually monitor and take the following 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. (a) Require onsite parking permits (such as stickers or hang -tags) for any parking in the short-term overflow/guest parking spots; (b) Policies for maximum time vehicles may be parked in the short-term overflow/guest parking spots; and (c) Policies for towing unauthorized vehicles, vehicles parked in unauthorized locations (such as fire lanes), vehicles parking in short-term overflow/guest parking spots without a sticker, hang -tag, or other identifiers, and vehicles parked longer than any maximum guest parking timeframes allowed. Prior to issuance of the Certificate of Occupancy, Developer shall submit and obtain approval from the PBA a Parking Management Plan (the "PMP") including those measures above. The approved PMP shall be adhered to and be enforced by the Project at all times. 4.14 Marketing and Resident Selection Plan. 4.14.1 Prior to Certificate of Occupancy, Developer shall prepare and obtain City's approval of a marketing program and resident selection plan for the sale of the Affordable Units at the Project ("Marketing Program"). The sale of the Affordable Units shall thereafter be marketed in accordance with the Marketing Program as the same may be amended from time to time with City's prior written approval. Upon request, Developer shall provide City with periodic reports with respect to the sale of the Affordable Units. 4.14.2 The Marketing Program shall include, but is not limited to, marketing and community outreach activities, proposed homebuyer selection criteria, occupancy standards, income requirements, timeline and details for outreach and marketing, data collection, record keeping and monitoring, procedures for complaints, and compliance assessment. Components of the resident selection plan shall include, but are not limited to, the application process, interview procedure, Affordable Unit offer and assignment for selected homeowners, rejected applications, and wait list management. The resident selection process shall contain the Local Preference set 16 55394 QQJ04'41nncmi i City Council 12 — 70 7/16/2024 EXHIBIT 2 EXHIBIT D forth in Section 4.6.3. All requirements set forth herein shall be incorporated in the Marketing Program. 4.15 Non -Discrimination in Housing. Developer, and any successors in interest, shall not discriminate any person or group of persons on account of race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial or marital status, disability, veteran or military status, genetic information, political affiliation or opinion, medical condition, pregnancy or pregnancy -related condition, or condition of physical or mental disability or other handicap, age, or source of income or status with regard to public assistance in the transfer, use, occupancy, tenure or enjoyment of the Property or the Affordable Units, and the Developer, or any person claiming under or through it, shall not establish or permit any such practice of discrimination or segregation with reference to the selection, location, number, use or occupancy of any Homebuyer or resident of the Property or the Affordable Units. 5. TERM OF THIS AGREEMENT 5.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue until the date that is forty-five (45) years after the City issues the last certificate of occupancy for the building in which the Affordable Units are located. 6. DEFAULT AND TERMINATION: INDEMNIFICATION 6.1 Default. Failure or delay by any Party to perform any term or provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from the other Party specifying the default (or such other period specifically provided herein), constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty (30) days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of ninety (90) days). Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 6.2 Rights and Remedies Cumulative. 6.2.1 The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. City's rights and remedies to enforce this Agreement include any and all civil, administrative, or criminal remedies as set forth in local, state, or federal law. Notwithstanding anything to the contrary contained in this Agreement, in no event shall either Party be liable for speculative, consequential, punitive or other indirect damages, and each Party waives any right to collect speculative, consequential, punitive or other indirect damages against the other Party. 6.2.2 The City's actions and remedies may include, but are not limited to, the following: 17 55394 QQJ04'41nncmi i City Council 12 — 71 7/16/2024 EXHIBIT 2 EXHIBIT D (a) Actions for specific performance of this Agreement or to enjoin any actions by the Developer or any other person in violation of this Agreement, the Conditional Grant Agreement, or the requirements of the Administrative Procedures Manual; (b) Actions to disapprove, revoke or suspend any permit, including a building permit, Certificate of Occupancy or other discretionary approval; (c) Actions for civil damages, restitution, or other monetary relief, (d) Injunctive relief and damages; or (e) Civil citations with monetary penalties. 6.2.3 If the Developer sells any of the Affordable Units in violation of this Agreement, as restitution to the City, the Developer shall forfeit all monetary amounts obtained through the sale of the Affordable Units. 6.2.4 All such restitution shall be made to the City. Any funds received by the City under this provision of this Agreement shall be placed in the City's Inclusionary Housing Fund. 6.3 Indemnification. In addition to any other indemnity specifically provided in this Agreement, Developer agrees to defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense counsel upon City's and Developer's consent) indemnify and hold harmless City and its respective officers, officials, agents, employees, representatives, and volunteers (collectively, "Indemnitees") from and against any loss, liability, claim, or judgment arising from any act or omission of Developer in carrying out its obligations under this Agreement, except to the extent caused by the negligence or willful misconduct of Indemnitees. 7. ASSIGNMENT, COVENANTS RUN WITH THE LAND 7.1 Assignment by Developer. 7.1.1 Prohibited Transfers or Assignments. Developer shall not sell, transfer, or assign the Property or Project in whole or in part, or transfer or assign Developer's rights and obligations in this Agreement, in whole or in part, unless the sale, transfer, or assignment complies with this section ("Permitted Transfer"). If Developer seeks to sell, transfer or assign the Property or Project, or any rights and obligations in this Agreement, in a manner that does not constitute a Permitted Transfer, Developer shall request City's written consent, and City shall respond within thirty (30) days with a written approval or denial, which City may determine in its sole and absolute discretion. If City approves such a request, then prior to any such sale, transfer or assignment, Developer shall pay City's reasonable fees as compensation for the City's review of the request. City's failure to respond to the request within thirty (30) days shall be deemed an approval. 7.1.2 Sale of Property. Developer agrees and declares that the Property and the Project shall be held, conveyed, mortgaged, encumbered, used, occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this Agreement, all of which are for 18 55394 QQJ04'41nncmi i City Council 12 — 72 7/16/2024 EXHIBIT 2 EXHIBIT D the purpose of enhancing and protecting the value and attractiveness of the Property and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute covenants which run with the land and shall be binding on Owner and its successors and assigns, and all parties having or acquiring any right, title or interest in, or to any part of the Property or Project. Owner further understands and agrees that the Density Bonus permit approvals received for this Project have been made on the condition that Owner and all subsequent owners, or other successors and assigns of the Property and/or Project sell the Affordable Units in accordance with the terms, conditions, covenants, and restrictions of this Agreement for the Total Affordability Term. 7.1.3 Subsequent Assi nm�ent. As used in this Agreement, the term "Developer" shall be deemed to include any such transferee or assignee after the date such sale, transfer, or assignment occurs in compliance with this Agreement. 7.1.4 Unpermitted Assignments Void. Any sale, transfer, or assignment made in violation of this Agreement shall be null and void, and City shall have the right to pursue any right or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, transfers, or assignments. 7.2 Covenants Run with the Land. The Property shall be used, occupied and improved subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall run with the Property and shall be binding upon Developer and all persons having any right, title or interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and its successors and assigns, and may be enforced by City and its successors and assigns. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein shall run in favor of City. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. Developer hereby declares its understanding and intent that the burden of the covenants set forth herein touch and concern the land and that the Developer's interest in the Property is rendered less valuable thereby. Developer hereby further declares its understanding and intent that the agreement provides a public benefit in furtherance of benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the citizens of City and by furthering the health, safety, and welfare of the residents of City. 8. MISCELLANEOUS 8.1 Entire Agreement. This Agreement and all of its exhibits and attachments set forth and contain the entire understanding and agreement of the parties with respect to the matters set forth herein, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any 19 55394 QQJ04'41nncmi i City Council 12 — 73 7/16/2024 EXHIBIT 2 EXHIBIT D proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 8.2 Amendment. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance approved by the City Council, and signed on behalf of each party. Any requested alteration, change or modification of the Agreement by Developer shall require the payment of fees or deposit by Developer to City, as applicable, for the City's review of the request. Each alteration, change, or modification to this Agreement shall be recorded against the Property in the Official Records of Orange County, California. 8.3 Notices. 8.3.1 Delivery. As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) two (2) days after deposit in the United States mail in a sealed envelope, first class mail and postage prepaid, and addressed to the recipient named below; or (iv) one (1) day after deposit with a known and reliable next -day document delivery service (such as Federal Express), charges prepaid and delivery scheduled next -day to the recipient named below, provided that the sending party receives a confirmation of delivery from the delivery service provider; or (v) the first business day following the date of transmittal of any facsimile, provided confirmation of successful transmittal is retained by the sending Party; or (vi) upon transmission thereof (as evidenced by the recipient's reply to such notice or other competent evidence of actual receipt) if transmitted by electronic transmission (email), provided that a copy of such notice is concurrently sent by first-class mail postage prepaid. All notices shall be addressed as follows: If to City: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attention: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 If to Developer: Habitat for Humanity of Orange County 2200 S. Ritchey Street Santa Ana, CA 92705 Attn: Executive Director 20 55394 QQJ04'41nncmi i City Council 12 — 74 7/16/2024 EXHIBIT 2 EXHIBIT D 8.3.2 Change of Address. Either Party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 8.4 Severabili1y. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 8.5 Interpretation and Governing Law. This Agreement and any dispute hereunder shall be governed and interpreted in accordance with the laws of the State of California without regard to conflict of law principles. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof. 8.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 8.7 Singular and Plural. As used herein, the singular of any word includes the plural, and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include the other as context so dictates. 8.8 Joint and Several Obligations. If at any time during the term of this Agreement the Property and/or Project is owned, in whole or in part, by more than one Developer, all obligations of such Developer under this Agreement shall be joint and several, and the default of any such Developer shall be the default of all such Developers. 8.9 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 8.10 Computation of Dam. Unless otherwise specified in this Agreement or any Exhibit attached hereto, use of the term "days" shall mean calendar days. For purposes of this Agreement and all Exhibits attached hereto, "business days" shall mean every day of the week except Saturdays, Sundays, official State holidays as recognized in Government Code Section 19853(a) or successor statute, and any days in which Santa Ana City Hall is closed for business. 8.11 Waiver. Failure by a Parry to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. 8.12 Non -Discrimination in Employment. In performing its obligations under this Agreement, Developer shall not discriminate because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, reproductive health decisionmaking, medical condition, genetic information, marital status, sex, gender, gender identity, gender 21 55394 QQJ04'41nncmi i City Council 12 — 75 7/16/2024 EXHIBIT 2 EXHIBIT D expression, age, sexual orientation, or veteran or military status, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other related activities. Developer affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 8.13 Third Party Beneficiaries. No person or entity, other than City and Developer shall have any right of action based upon any provision of this Agreement. 8.14 Force Majeure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, pandemics as declared by federal, state, or local emergency resolution, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party's control (including the Party's employment force), court actions (such as restraining orders or injunctions), or other causes beyond the Party's control, including delays by any governmental entity (although the City may not benefit from this provision for a delay that results from City's failure to perform its obligations under this Agreement), or an insurance company of either party. If any such events shall occur, the term of this Agreement and the time for performance by either Party of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance. 8.15 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed hereunder by such benefited Party. 8.16 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof, and (c) is binding upon each Party and each successor in interest approved pursuant to this Agreement during ownership of the Property or any portion thereof. 8.17 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. 8.18 Jurisdiction and Venue. Any action at law or in equity under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 8.19 Project as a Public -Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the Project is a public -private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and 22 55394 QQJ04'41nncmi i City Council 12 — 76 7/16/2024 EXHIBIT 2 EXHIBIT D conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Developer is that of a government entity regulating the development of public -private property and the Developer of such property. 8.20 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and in the satisfaction of the Project and conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or the Project or to evidence or consummate the transactions contemplated by this Agreement. City hereby authorizes City Manager to take such other actions and negotiate and execute any additional agreements or amendments to this agreement as may be reasonably necessary or proper to fulfill the City's obligations under this Agreement. The City Manager may delegate her or his powers and duties under this Agreement to an authorized management level employee of the City. 8.21 Estoppel Certificate. Within ten (10) business days following a written request by any of the Parties, the other Party shall execute and deliver to the requesting Party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding Party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification, except as may be represented by the requesting Party, and that there are no uncured defaults in the performance of the requesting Party, except as may be represented by the requesting Party. 8.22 No Subordination. City's approval of the necessary land use entitlements that authorize Developer to develop, operate, and maintain the Project was based upon Developer's obligation to provide the Affordable Units pursuant to the State Density Bonus Law, City Density Bonus Ordinance, and the terms and conditions of this Agreement. For the Total Affordability Term, this Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property or any portion thereof. Developer expressly understands and acknowledges that state law requires preservation of affordability covenants in connection with the approval of this density bonus project. 8.22.1 Furthermore, the City will require each Homebuyer purchasing an Affordable Unit to execute an Affordable Housing Resale Restrictions and Notice of Affordability on Transfer of Property. The Affordable Housing Resale Restrictions and Notice of Affordability on Transfer of Property shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property or any portion thereof. 8.23 Attorneys' Fees and Costs. If either Party to this Agreement commences an action against the other Party to this Agreement arising out of or in connection with this Agreement, the 23 55394 QQJ04'41nncmi i City Council 12 — 77 7/16/2024 EXHIBIT 2 EXHIBIT D prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing Party. 8.24 Authority to Execute. The person or persons executing this Agreement on behalf of each Party warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind the Party to the performance of its obligations hereunder. {Signatures on following page) 24 55394 QQJ04'41nncmi i City Council 12 — 78 7/16/2024 EXHIBIT 2 EXHIBIT D IN WITNESS WHEREOF, the parties hereto have caused this Affordable Housing Regulatory Agreement and Declaration of Covenants and Restrictions to be executed on the date set forth at the beginning of this Agreement. DEVELOPER HABITAT FOR HUMANITY OF ORANGE COUNTY a California nonprofit religious corporation. By:_ Name: Title: 25 55394 QQJ04'41nncmi i City Council 12 — 79 7/16/2024 EXHIBIT D EXHIBIT 2 ATTEST: Jennifer L. Hall City Clerk Dated: APPROVED AS TO FORM: SONIA R. CARVALHO, City Attorney Matthew Cody Best, Best & Krieger Special Counsel for the City Dated: RECOMMENDED FOR APPROVAL: Michael L. Garcia Executive Director Community Development Agency Dated: CITY OF SANTA ANA Alvaro Nunez Acting City Manager Dated: 26 55394 QQJ04'41nncmi i City Council 12 — 80 7/16/2024 EXHIBIT 2 EXHIBIT D EXHIBITS Exhibit A: Legal Description of the Property Exhibit B: Affordable Housing Resale Restrictions Exhibit C: City Deed of Trust Exhibit D: City Promissory Note Exhibit E: Notice of Affordability Restrictions Exhibit F: Income Verification Form Exhibit G: Certification of Continued Occupancy 27 55394 QQJ04'41nncmi i City Council 12 — 81 7/16/2024 EXHIBIT 2 EXHIBIT D EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY 5539^..-1-�A- A7- 1 City Council 12 — 82 7/16/2024 EXHIBIT 2 EXHIBIT D LEGAL DESCRIPTION Real property in the City of Santa Ana, County of Orange, State of California, described as follows: LOT 4 IN BLOCK A OF TRACT NO. 451, IN THE CITY OF SANTA ANA, AS PER MAP RECORDED IN BOOK 16, PAGE 41 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY. EXCEPTING THEREFROM THE WEST 7 FEET AND THE EAST 3 FEET. ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF SANTA ANA AS DESCRIBED IN DOCUMENT RECORDED FEBRUARY 25, 1983 AS INSTRUMENT NO. 83-84912 OF OFFICIAL RECORDS. APN: 405-101-37 City Council 12 — 83 7/16/2024 EXHIBIT 2 EXHIBIT D EXHIBIT B AFFORDABLE HOUSING RESALE RESTRICTIONS 5539^..-1-�A- A7- 1 City Council 12 — 84 7/16/2024 EXHIBIT D EXHIBIT 2 RECORDING REQUESTED BY, ) AND WHEN RECORDED MAIL TO: ) City of Santa Ana ) 20 Civic Center Plaza (M-37) ) Santa Ana, California 92702 ) Attn: Housing Manager ) This document is exempt from payment of a recording fee pursuant to Government Code Sections 27383 and 6103. AFFORDABLE HOUSING RESALE RESTRICTION (Conditions, Covenants, and Restrictions Affecting Real Property and the Resale, Ownership, Occupancy, Maintenance, and Other Matters Related to Real Property) This AFFORDABLE HOUSING RESALE RESTRICTION ("Restriction") is made as of , by ("Homebuyer") in favor of the CITY OF SANTA ANA, a charter city and municipal corporation ("City"). RECITALS A. Homebuyer has purchased a single family house located at , Santa Ana, California 9270, as such real property is more particularly described in "Exhibit A" attached hereto and incorporated herein ("Property"). B. Homebuyer and City have entered into that certain Homebuyer Loan Agreement ("Loan Agreement") dated of even date herewith, which is incorporated herein by reference and a copy of which is on file with City at its offices and is a public record, pursuant to which City has agreed for the Property to be sold to Homebuyer at an Affordable Sales Price by providing certain financial assistance for the Project, which benefits the Homebuyer ("Homebuyer Loan") and Homebuyer has agreed to subject the Property to certain conditions, covenants and restrictions. Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Loan Agreement. C. Homebuyer and City desire and intend to restrict the Property and the improvements thereon in accordance with this Restriction to preserve its value for the benefit of Homebuyer, its successors and the surrounding neighborhood. Homebuyer agrees and acknowledges that these Restrictions are intended to implement and further the intent of the Regulatory Agreement Imposing Affordable Housing Covenants and Restrictions (Density Bonus) (hereafter, the "Regulatory Agreement"), entered into between City and Developer of the Property, which was recorded against the Affordable Unit to impose the conditions, covenants, and restrictions as set forth herein. These Restrictions shall be construed in accordance with the Regulatory Agreement and, in the event of a conflict, the provisions of the Regulatory Agreement shall control. City Council 12 — 85 7/16/2024 EXHIBIT 2 EXHIBIT D D. Homebuyer is a Low Income Household, as that term is defined in this Restriction. E. Homebuyer has represented to City that Homebuyer and Homebuyer's household intend to reside in the Property as Homebuyer's principal residence at all times during Homebuyer's ownership of the Property. NOW, THEREFORE, for good and valuable consideration, the parties agree as follows: 1. Definitions "Affordability Period" means that period of time commencing upon the Date of this Restriction and terminating on the forty-fifth (45th) anniversary of such date. "Affordable Housing Cost" means the purchase price for Moderate Income Households pursuant to California Health & Safety Code Section 50052.5, the implementing regulations of Sections 6920, 6924 and 6930 of Title 25 of the California Code of Regulations for Moderate Income Households Notwithstanding the provisions of this Restriction, if the Property is sold during the Affordability Period by Homebuyer to a Low Income Household, and the Sales Price does not exceed an "Affordable Housing Cost" to such Buyer, then so long as the Maker is not in default (either Ownership Default or Maintenance Default) of the Agreement, the Note may be assumed by the eligible Buyer by an assignment and assumption agreement that is reasonably acceptable to City. Upon the effective date of such assignment and assumption, the assigning Homebuyer shall no longer be liable for any further obligations under the Loan Agreement or this Restriction that accrue after the date of such assignment and assumption. In order to verify the Buyer's status as a Low Income Household, Homebuyer shall submit to the City the identity of the proposed Buyer and adequate information evidencing the income and household size of the proposed Buyer. Said income information shall be submitted together with the notice of proposed sale pursuant to Section 2 of the Loan Agreement not less than thirty (30) days prior to opening of escrow for the proposed sale and shall include original or true copies of pay stubs, income tax records or other financial documents in order that the City may determine and verify the household income of the proposed Buyer to determine whether the Buyer is a Low Income Household, and whether the Property is being transferred to such Buyer at an Affordable Housing Cost. If the City is unable to verify the Buyer's income as provided herein prior to the proposed sale, then the Buyer's income shall be deemed to exceed the maximum allowable income limit for Eligible Persons and Families. "City" means the City of Santa Ana, California, a California municipal corporation, and the City's successors and assigns. "County" means the County of Orange, California. "Date of this Restriction" means the date in the first paragraph of this Restriction. "Default" means the failure of a party to perform any action or covenant required by this Restriction within the time periods provided herein following notice and opportunity to cure. 2 EXHIBIT B City Council 12 — 86 7/16/2024 EXHIBIT 2 EXHIBIT D The term default also includes an Ownership Default and a Maintenance Default as more fully defined and described herein. Notwithstanding the foregoing for purposes of acceleration of the Homebuyer Loan, or initiation of foreclosure proceedings there shall be a distinction between the types of default hereunder, including an "Ownership Default" and a "Maintenance Default." The term "Ownership Default" means the failure of Homebuyer to perform any action or covenant required by the Affordable Housing Resale Restriction related to ownership, owner -occupancy, lien priority, and restrictions on sale and resale of the Property subject to the notice and opportunity to cure provisions set forth herein. A default of any obligation secured by the First Lien shall be a cross -default and also constitute an Ownership Default. The term "Maintenance Default" means the failure of Homebuyer to perform any action or covenant required by Restriction relating to a "Maintenance Deficiency," including the ongoing upkeep, maintenance, and use of the Property in decent, safe, sanitary, clean, and neighborly manner, subject to the notice and opportunity to cure provisions set forth herein (and expressly excluding an Ownership Default). "Developer" means Habitat for Humanity of Orange County, a non-profit public benefit corporation. "First Lien" means the lien of the institution making the purchase money mortgage loan to Homebuyer for the purchase of the Property. "Homebuyer" means the person or persons set forth in the first paragraph of this Restriction, and their successors and assigns. "Legal Description" means the legal description of the Property which is attached hereto as Exhibit A and incorporated herein. "Low Income" and "Low Income Households" means low income households as defined in Health & Safety Code Section 50079.5. "Notice of Intent to Transfer" means the Notice of Intent to Transfer attached hereto as Exhibit B and incorporated herein by reference. "Permitted Transfer" means any Transfer which is permitted pursuant to Section 4 hereof. "Prohibited Transfer" means any Transfer which is not permitted pursuant to Section 4 hereof. "Property" means that certain real property located at the street address set forth in Recital A and legally described in the Legal Description. "Purchase Agreement" means that certain agreement pursuant to which Homebuyer has agreed to purchase the Property from the Developer. "Request for Approval of*Proposed Transferee" means the Request for Approval of Proposed Transferee attached hereto as Exhibit B and incorporated herein. 3 EXHIBIT B City Council 12 — 87 7/16/2024 EXHIBIT 2 EXHIBIT D "Request for Notice" means the Request for Notice of Default attached hereto as Exhibit C and incorporated herein. "Restriction" means this Affordable Housing Resale Restriction. "Sales Price" means the sum to be paid by a Transferee for the Transfer of the Property. "Transfer" shall mean any sale, assignment, conveyance, lease or transfer, voluntary or involuntary, of any interest in the Property. Without limiting the generality of the foregoing, Transfer shall include (i) a transfer by devise, inheritance or intestacy to a party who does not meet the definition of a Low or Moderate Income Household; (ii) a life estate; (iii) creation of a joint tenancy interest; (iv) a gift of all or any portion of the Property; or (v) any voluntary conveyance of the Property. Transfer shall not include transfer to a spouse in a dissolution proceeding. "Transferee" shall mean any natural person or entity who obtains ownership or possessory rights in the Property pursuant to a Transfer. 2. Restrictions on Sale of Property. Homebuyer covenants and agrees that during the Affordability Period, each subsequent resale of the Property by the then -owner thereof shall be to a Low Income Household at an Affordable Housing Cost. 3. Homebuyer's Representations and Warranties as to the Sale of the Property to Homebuyer. Homebuyer represents and warrants to City that the financial and other information which Homebuyer has provided to City with respect to Homebuyer's income and the purchase price of the Property was true and correct at the time such information was provided, and remains true and correct as of the Date of this Restriction. 4. Permitted Sales of the Property. City hereby permits sales of the Property to proposed Transferees who are Low Income Households, and are approved in accordance with this Section 4, provided the Sales Price does not exceed an Affordable Housing Cost to such proposed Transferee ("Permitted Transfers"). In the event that Homebuyer desires to Transfer the Property during the Affordability Period, prior to the Transfer the owner shall notify City by delivering a Notice of Intent to Transfer to City, which shall indicate the identity of the proposed Transferee who desires to purchase the Property, whether the purchaser is a Low Income Household, and whether the sales price is at an Affordable Housing Cost. In addition to Homebuyer's and the proposed Transferee's delivery of the Notice of Intent to Transfer, the following procedure shall apply: a. Notice to City. Homebuyer shall send the Notice of Intent to Transfer to City at the address set forth in Section 24. b. Qualification of Proposed Transferee. The proposed Transferee shall provide City with sufficient information in the form provided by City including without limitation, a certification as to the income and family size of the proposed Transferee, for City to determine if the proposed Transferee is a Low or Moderate Income Household, and the purchase price is at an Affordable Housing Cost. 4 EXHIBIT B City Council 12 — 88 7/16/2024 EXHIBIT 2 EXHIBIT D C. Certificates from Parties. Homebuyer and proposed Transferee each shall certify in writing, in a form acceptable to City, that the Transfer shall be closed in accordance with, and only with, the terms of the sales contract and other documents submitted to and approved by City and that all consideration delivered by the proposed Transferee to owner has been fully disclosed to City. The written certificate shall also include a provision that in the event a Transfer is made in violation of the terms of this Restriction or false or misleading statements are made in any documents or certificate submitted to City for its approval of the Transfer, City shall have the right to file an action at law or in equity to make the parties terminate and/or rescind the sales contract and/or declare the sale void notwithstanding the fact that the Transfer may have closed and become final as between Homebuyer and Transferee. d. Written Consent of City Required Before Transfer. During the Affordability Period, the Property, and any interest therein, shall not be conveyed by any Transfer except with the express written consent of City, which consent shall be given only if the Transfer is in accordance with the provisions of this Restriction. This provision shall not prohibit the encumbering of title for the sole purpose of securing financing of the purchase price of the Property. e. Notice of Prohibited Transfer. Within twenty (20) days after receiving notification of a proposed Transfer in accordance with Section 4a., City shall determine and give notice to Homebuyer as to whether the proposed Transfer is a Permitted Transfer or Prohibited Transfer, or whether the Transfer would cause an acceleration of the Note. In the event that the proposed Transfer is a Prohibited Transfer, such notice to Homebuyer shall specify the nature of the Prohibited Transfer. If the violation is not corrected to the satisfaction of City within ten (10) days after the date of the notice, or within such further time as City determines is necessary to correct the violation, City may declare a Default under this Restriction. Upon the declaration of a Default, City may apply to a court of competent jurisdiction for specific performance of this Restriction, for an injunction prohibiting a proposed sale or Transfer in violation of this Restriction, for a declaration that the Prohibited Transfer is void, or for any such other relief as may be appropriate. f. Delivery of Documents. Upon the close of the proposed Transfer, Homebuyer and Transferee, as applicable, shall provide the City with a copy of the final sales contract, settlement statement, escrow instructions, all certificates required by this Section 4 and any other documents City may request. 5 EXHIBIT B City Council 12 — 89 7/16/2024 EXHIBIT D EXHIBIT 2 5. Encumbrances. a. Subordination. Except as provided otherwise herein, the provisions of the Loan Agreement, this Restriction, the Notice of Affordability Restrictions and the City Deed of Trust and Rider, the obligations herein and therein, shall be subordinate only to the First Lien on the Property and, if applicable, other loan(s) as approved by the Executive Director, including lien instruments that secure other Homebuyer purchase money and/or down payment assistance, including without limitation City, State of California, or federal affordable housing programs, which liens shall not impair the rights under the First Lien in the event of default under the First Lien by Homebuyer. Such remedies under the First Lien include the right of foreclosure or acceptance of a deed or assignment in lieu of foreclosure. If title to the Property is transferred by foreclosure or acceptance of a deed in lieu of foreclosure, or assignment of the First Lien to the Secretary of the Department of Housing and Urban Development, the Loan Agreement, this Restriction, and City Deed of Trust shall be automatically terminated and shall have no further effect as to the Property or any Transferee thereafter. However, in no event shall the Loan Agreement, the City Deed of Trust, and this Affordable Housing Resale Restriction, be subordinate to any First Lien on the Property securing a loan with provisions which allow negative amortization, or to refinancing of the lien of the First Lien for a loan amount in excess of the sum of the then current loan balance secured by the First Lien and loan closing costs. b. Request for Notice of Default. City may cause a Request for Notice to be recorded on the Property subsequent to the recordation of the First Lien deed of trust or mortgage requesting a statutory notice of default as set forth in California Civil Code Section 2924b. A form of a Request for Notice is attached hereto as Exhibit C and incorporated herein. C. Further Encumbrances. Homebuyer agrees that it shall not record or cause the recordation of any deed of trust ("Further Encumbrance") securing a note having an original principal sum which, when added to the sum of the principal amount(s) of any notes secured by any deeds of trust against the Property as of the date of recordation of the Further Encumbrance, exceeds one hundred percent (100%) of the fair market value of the Property. 6. Reserved. 7. Uses. Homebuyer covenants and agrees to devote, use and maintain the Property in accordance with this Restriction. All uses conducted on the Property, including, without limitation, all activities undertaken by Homebuyer pursuant to this Restriction, shall conform to all applicable provisions of the Santa Ana Municipal Code, and the recorded documents pertaining to and running with the Property. 8. Nondiscrimination Covenants. Homebuyer covenants by and for itself, its successors and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or 6 EXHIBIT B City Council 12 — 90 7/16/2024 EXHIBIT 2 EXHIBIT D practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land. All deeds, leases or contracts relating to the Property, or any part thereof, shall contain or be subject to substantially the following non-discrimination or non -segregation clauses: (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased." (c) In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises which are the subject of this Agreement, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." 7 EXHIBIT B City Council 12 — 91 7/16/2024 EXHIBIT 2 EXHIBIT D The covenants established in this Section 8 shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and shall remain in effect in perpetuity. 9. Maintenance of Property. Homebuyer shall maintain the improvements and landscaping on the Property in a manner consistent with community standards which will uphold the value of the Property, in accordance with the Santa Ana Municipal Code. Homebuyer also agrees to comply with all applicable federal, state and local laws. a. Exterior Maintenance. Except as to be maintained by the homeowners association, as applicable, all exterior, painted surfaces of any structures located on the Property shall be maintained at all times in a clean and good condition. Any defacing marks shall be cleaned or removed within a reasonable period of time. b. Front and Side Exteriors. Except as to be maintained by the homeowners association, as applicable, Homebuyer shall at all times maintain the front exterior, any visible side exteriors, and yards, if any, in a clean, safe and presentable manner. C. Graffiti Removal. All graffiti and defacement of any type, including but not limited to marks, words and pictures, shall be promptly removed from the Property within two (2) days of the time they were made and any necessary painting or repair completed in a timely and expeditious manner after notice thereof, whichever is less. d. No Nuisance. Homebuyer shall not maintain, cause to be maintained, or allow to be maintained on or about the Property any public or private nuisance, including without limitation, the conduct of criminal activities set forth in the nuisance abatement provisions of the Uniform Controlled Substances Act (Health & Safety Code Sections 11570, et seq.) or the Street Terrorism Enforcement and Prevention Act (Penal Code Sections 186.22 et seq.), or any successor statute or law. 10. Occupancy Standards. The Property shall be used as the principal personal residence of Homebuyer and Homebuyer's immediate family/household and for no other purpose. Homebuyer shall not enter into an agreement for the rental or lease of all or any part of the Property. Homebuyer shall not rent out a room or rooms at the Property. Homebuyer may request a temporary waiver of the foregoing requirement in the event of extreme hardship requiring Homebuyer to move to another geographical area or to less expensive housing, including, for example and without limitation, transfer of job location, loss of job, or unexpected major expenses. City may approve or disapprove such request in its sole discretion, and may require as a condition of approval that Homebuyer only rent the Property to Eligible Low Income Households at an affordable rent (as defined in Section 50052.5 and 50053 of the California Health & Safety Code.) Subject to applicable state or federal law, the standard occupancy for the Property shall be consistent with the Regulatory Agreement. Homebuyer shall, upon demand by City, submit to City an affidavit of occupancy verifying Homebuyer's compliance with this Section 10. Such affidavit may be required by City on an annual basis. 8 EXHIBIT B City Council 12 — 92 7/16/2024 EXHIBIT 2 EXHIBIT D 11. Effect of Violation of the Terms and Provisions of this Restriction. a. In General. The covenants established in this Restriction shall, without regard to technical classification and designation, be binding for the benefit and in favor of City, its successors and assigns, as to those covenants which are for its benefit. The covenants contained in this Restriction shall remain in effect for the periods of time specified herein. The covenants against discrimination shall remain in effect in perpetuity. City is deemed the beneficiary of the terms and provisions of this Restriction and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Restriction and the covenants running with the land have been provided. This Restriction and the covenants herein shall run in favor of City, without regard to whether City has been, remains or is an owner of any land or interest therein in the Property or in the Project Area. City shall have the right, if the Restriction or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Restriction and covenants may be entitled. b. Acceleration. The whole of the Note Amount (as defined in Section 1.2.b. of the Loan Agreement) and all other payments due under the Homebuyer Loan shall become due and immediately payable to City by Homebuyer upon the occurrence of any one of the following events of acceleration: (i) Homebuyer, in Homebuyer's sole discretion, elects to Transfer the Property for a price in excess of an Affordable Housing Cost, and Transfers the Property; (ii) Homebuyer makes a Prohibited Transfer of title to or any interest in the Property in violation of this Restriction; (iii) Homebuyer refinances any lien or encumbrance to which City Deed of Trust is subordinate (each such lien, a "First Lien") for a loan amount in excess of the then current loan balance secured by such lien or encumbrance and loan closing costs; (iv) Homebuyer fails to occupy the Property as Homebuyer's principal residence pursuant to Section 7 of the Regulatory Agreement or is in Default of any other obligation under the Loan Agreement; (v) Homebuyer has an Ownership Default violating any affordable housing terms or provisions of this Restriction. 12. Hardship. At the request of Homebuyer, and for a specific occasion, City may, in its sole and absolute discretion, in writing waive the requirements of Section 11, subparagraph (b) and defer repayment and/or extend the term of the Note. Any waiver or deferment shall be on a case -by -case basis, and no future rights for waiver or deferment shall arise or be implied. Notwithstanding the foregoing, Homebuyer may, upon written approval by City, refinance any First Lien with a fixed rate loan for a loan amount equal to or less than the then current loan balance secured by such First Lien with no reduction in term. 13. Reserved. 9 EXHIBIT B City Council 12 — 93 7/16/2024 EXHIBIT 2 EXHIBIT D 14. Compliance with Laws; Governing Law. Homebuyer hereby agrees to comply with all applicable ordinances, rules, and regulations of City. Nothing herein is intended to be, nor shall it be deemed to be, a waiver of any City ordinance, rule, or regulation. This Restriction shall be governed by the laws of the State of California. Any legal action brought under this declaration must be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court in the Central District, Santa Ana Division. 15. Indemnification. Homebuyer shall pay for, defend, indemnify and hold harmless City and the City and their respective officers, officials, agents, employees, representatives, and volunteers from and against any loss, liability, claim, or judgment relating in any manner to Homebuyer's use of the Property or Homebuyer's violation of this Restriction. Homebuyer shall remain fully obligated for the payment of taxes, liens and assessments related to the Property. There shall be no reduction in taxes for Homebuyer, nor any transfer of responsibility to City to make such payments, by virtue of this Restriction. 16. Insurance. Homebuyer shall maintain, during the term of this Restriction, an all-risk property insurance policy insuring the Property in an amount equal to the full replacement value of the structures on the Property. The policy shall contain a statement of obligation on behalf of the carrier to notify the City of any material change, cancellation or termination of coverage at least thirty (30) days in advance of the effective date of such material change, cancellation or termination. Homebuyer shall transmit a copy of the certificate of insurance to City within thirty (30) days of the effective date of this Restriction, and Homebuyer shall annually transmit to City a copy of the certificate of insurance, signed by an authorized agent of the insurance carrier setting forth the general provisions of coverage. The copy of the certificate of insurance shall be transmitted to City at the address set forth in Section 24 hereof. The form, content and issuer of any certificate of insurance approved by City. 17. Defaults. Failure or delay by either party to perform any term or provision of this Restriction which is not cured within thirty (30) days after receipt of notice from the other party constitutes a default under this Restriction; provided, however, that if such default is of the nature requiring more than thirty (30) days to cure, the defaulting party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion. The party who so fails or delays must immediately commence to cure, correct or remedy such failure or delay, and shall complete such cure, correction or remedy with diligence. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against further damages, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 18. Non -Waiver. Failure to exercise any right City may have or be entitled to, in the event of default hereunder, shall not constitute a waiver of such right or any other right in the event of a subsequent default. 19. Further Assurances. Homebuyer shall execute any further documents consistent with the terms of this Restriction, including documents in recordable form, as City shall from 10 EXHIBIT B City Council 12 — 94 7/16/2024 EXHIBIT 2 EXHIBIT D time to time find necessary or appropriate to effectuate its purposes in entering into this Restriction. 20. Governing Law. Homebuyer hereby agrees to comply with all ordinances, rules and regulations of City and the City. Nothing in this Restriction is intended to be, nor shall it be deemed to be, a waiver of any City ordinance, rule or regulation. This Restriction shall be governed by the laws of the State of California. Any legal action brought under this Restriction must be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court in the Central District of California, Santa Ana Division. 21. Amendment of Restriction. No modification, rescission, waiver, release or amendment of any provision of this Restriction shall be made except by a written agreement executed by Homebuyer and City. 22. City May Assign. City may, at its option, assign its rights hereunder without obtaining the consent of Homebuyer. 23. Homebuyer Assignment Prohibited. In no event shall Homebuyer assign or transfer any portion of this Restriction without the prior express written consent of City, which consent shall be given by City only in the event that City determines that the assignee or transferee is a Low or Moderate Income Household, that the assignee's or transferee's monthly housing payments are at an Affordable Housing Cost, and that the assignee or transferee has expressly assumed this Restriction by execution of a written assignment document to be provided by City. This section shall not affect or diminish City's right to assign all or any portion of its rights hereunder. 24. Notices. Any notices, requests or approvals given under this Restriction from one party to another may be personally delivered or deposited with the United States Postal Service for mailing, postage prepaid, registered or certified mail, return receipt requested to the following address: To Homebuyer: Santa Ana, CA 92704 To City: Housing City City of Santa Ana 20 Civic Center Plaza (M-37) Santa Ana, California 92701 Attn: Housing Manager Either party may change its address for notice by giving written notice thereof to the other parry. 11 EXHIBIT B City Council 12 — 95 7/16/2024 EXHIBIT 2 EXHIBIT D 25. Attorneys' Fees and Costs. In the event that any action is instituted to enforce payment or performance under this Restriction, the parties agree the non -prevailing party shall be responsible for and shall pay all costs and all attorneys' fees incurred by such prevailing party in enforcing this Restriction. 26. Entire Agreement. This Restriction, together with the Loan Agreement and all attachments thereto and hereto, constitutes the entire understanding and agreement of the parties. This Restriction integrates all of the terms and conditions mentioned herein or incidental thereto, and supersedes all prior negotiations, discussions and previous agreements between the City and Homebuyer concerning all or any part of the subject matter of this Restriction. [Signature block begins on follow page.] 12 EXHIBIT B City Council 12 — 96 7/16/2024 EXHIBIT 2 EXHIBIT D IN WITNESS WHEREOF, the parties have executed this Restriction as of the date set forth above. CITY: ATTEST: HOMEBUYER: CITY OF SANTA ANA By: By: City Clerk City Manager Dated: Dated: APPROVED AS TO FORM: City Attorney Dated: RECOMMENDED FOR APPROVAL: By: Executive Director Community Development Agency 13 EXHIBIT B City Council 12 — 97 7/16/2024 EXHIBIT 2 EXHIBIT D Exhibit A Legal Description 14 EXHIBIT B City Council 12 — 98 7/16/2024 EXHIBIT 2 EXHIBIT D EXHIBIT C CITY DEED OF TRUST 5539^..-1-�A- A7- 1 City Council 12 — 99 7/16/2024 EXHIBIT D EXHIBIT 2 DEED OF TRUST WITH ASSIGNMENT OF RENTS RECORDING REQUESTED BY, ) AND WHEN RECORDED MAIL TO: ) City of Santa Ana ) 20 Civic Center Plaza (M-37) ) Santa Ana, California 92702 ) Attn: Housing Manager ) This document is exempt from payment of a recording fee pursuant to Government Code Sections 27383 and 6103. DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED OF TRUST is made as of between herein called TRUSTOR, whose address is , herein called TRUSTEE, and the CITY OF SANTA ANA, a charter city and municipal corporation, herein called BENEFICIARY. WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of Santa Ana, County of Orange, State of California, described as: SEE EXHIBIT 1 ATTACHED HERETO AND MADE A PART HEREOF. together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) that Promissory Note dated concurrently herewith, made by Trustor in favor of Beneficiary, and extensions or renewals thereof, in the principal sum of $ , with the balance of the indebtedness, due and payable on occurrence of an event of acceleration as defined in the Promissory Note, (2) the performance of each agreement of Trustor incorporated by reference or contained herein, and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: 1 City Council 2 — 100 7/16/2024 EXHIBIT 2 EXHIBIT D COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Los Angeles T3878 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 S. Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 S. Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 S. Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 S. Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633 Kern 3756 690 Orange 7182 18 San Diego 1964 149774 Series 5 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B, (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Trustor also agrees to all terms set forth in Exhibit 2, 3 and 4, attached hereto and incorporated herein by reference. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him/her at the address hereinbefore set forth. TRUSTOR: City Council Exhibit �2 — 101 7/16/2024 EXHIBIT D EXHIBIT 2 EXHIBIT I TO DEED OF TRUST LEGAL DESCRIPTION Address: City Council Exhibit �2 — 102 7/16/2024 EXHIBIT 2 EXHIBIT D EXHIBIT 2 TO DEED OF TRUST The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof, not to commit, suffer or permit any act upon said property in violation of law; to cultivate irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary, the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) to pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation thereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. City Council Exhibit C 2 — 103 7/16/2024 EXHIBIT 2 EXHIBIT D (5) To Pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such monies received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof, join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance or any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as "the person or persons legally entitled thereto." (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. City Council Exhibit C 2 — 104 7/16/2024 EXHIBIT 2 EXHIBIT D (6) That upon default Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof, all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. City Council Exhibit C 2 — 105 7/16/2024 EXHIBIT 2 EXHIBIT D EXHIBIT 3 DO NOT RECORD REQUEST FOR FULL RECONVEYANCE TO ,TRUSTEE The undersigned is the legal owner and holder of the note or notes, and of all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed on payment to you of any sums owning owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same. Dated: Please mail Deed of Trust, Note and Reconveyance to Do not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made. DEED OF TRUST with power of sale TRUSTEE City Council Exhibit �2 — 106 7/16/2024 EXHIBIT 2 EXHIBIT D EXHIBIT 4 RIDER TO DEED OF TRUST This RIDER TO DEED OF TRUST is made and delivered pursuant to and in implementation of the Homebuyer Loan Agreement entered by and between the Trustor and the Beneficiary dated concurrently herewith ("Agreement"), a copy of which is on file as a public record with the Beneficiary at 20 Civic Center Plaza, Santa Ana, California 92701 and is incorporated herein by reference. Unless definitions of terms have been expressly set out at length herein, each term shall have the same definition as set forth in the Agreement. Trustor and Beneficiary further covenant and agree as follows: 1. Acceleration of Payment. The whole of the Note Amount and all other payments due hereunder and under the Agreement shall become due and be immediately payable to the Beneficiary by the Trustor upon the occurrence of any one of the following events of acceleration: (a) the sale or transfer of the Property (or any part thereof) by any means, including, without limitation, the lease, exchange or other disposition of the Property or any interest therein, whether voluntary or involuntary, except (A) a sale of the Property to a qualified Low Income Household at an Affordable Housing Cost with the Beneficiary's prior written approval accomplished in strict conformity with Section 4 of the Agreement, or (B) the transfer of the Property solely as a result of the marriage, divorce, incompetence or death of one or more individuals constituting the Trustor, so long as the transferee(s) give written notice supported by reasonable evidence of such event to the Beneficiary within thirty (30) days of its occurrence and the transferee(s) assume(s) the Trustor's obligations under the Agreement, by execution of an assignment and assumption agreement to be provided by the Beneficiary, or (C) a sale or transfer which under federal law would not, by itself, permit the Beneficiary to exercise a due on sale or due on encumbrance clause; (b) the Trustor refinances any purchase money lien or encumbrance to which the Authority Deed of Trust is subordinate (each such lien, a "First Lien") for a loan amount in excess of the then current loan balance secured by such lien or encumbrance and loan closing costs; and/or (c) the Trustor fails to own and occupy the Property as their principal residence pursuant to Section 7 of the Agreement or is in Ownership Default as defined in Section 18 of the Agreement. At the request of the Trustor, and for a specific occasion, the Beneficiary may, in its sole and absolute discretion, in writing waive the requirements of these subparagraphs. Any waiver or deferment shall be on a case by case basis, and no future rights for waiver or deferment shall arise or be implied. Notwithstanding the foregoing, the Trustor may, upon prior written approval by the Beneficiary, refinance any First Lien for a loan amount equal to or less than the then current loan balance secured by such First Lien. 2. Reserved. City Council Exhibit C 2 — 107 7/16/2024 EXHIBIT 2 EXHIBIT D 3. Sale to Low Income Household. During the Affordability Period, the Note Amount will not become due and payable, if Trustor sells or otherwise conveys the Property to a Low Income Household at an Affordable Sales Price (an "Eligible Household"), and the purchaser assumes the Note and the Agreement by an assignment and assumption agreement which is reasonably acceptable to the Beneficiary. For the purposes of this Authority Deed of Trust, the Note, and the Agreement, "Low Income" and "Low Income Households" means low income households as defined in Health & Safety Code Section 50079.5. 3.1 Affordable Sales Price and Affordable Housing Cost — Low Income Household. "Affordable Housing Cost" shall be as defined in Health & Safety Code Section 50052.5 (or its successor statute) and the implementing regulations thereto promulgated by the Housing and Community Development Department of the State of California. Notwithstanding the provisions of this Section 3, if the Property is sold during the Affordability Period by the Trustor to a Low Income Household and the Affordable Sales Price does not exceed an "Affordable Housing Cost" to such Buyer, then so long as the Trustor is not in default (either Ownership Default or Maintenance Default) of the Agreement, this Note may be assumed by the eligible Buyer by an assignment and assumption agreement which is reasonably acceptable to the Beneficiary. Upon the effective date of such assignment and assumption, the assigning Trustor shall no longer be liable for any further obligations under the Agreement, the Note or the City Deed of Trust that accrue after the date of such assignment and assumption. In order to verify the Buyer's status as a Low Income Household, the Trustor shall submit to the Beneficiary the identity of the proposed Buyer and adequate information evidencing the income and household size of the proposed Buyer. Said income information shall be submitted together with the notice of proposed sale pursuant the Agreement not less than thirty (30) days prior to opening of escrow for the proposed sale and shall include original or true copies of pay stubs, income tax records or other financial documents in order that the Holder may determine and verify the household income of the proposed Buyer to determine whether the Buyer is a Low Income Household, and whether the Property is being transferred to such Buyer at an Affordable Housing Cost. If the Holder is unable to verify the Buyer's income as provided herein prior to the proposed sale, then the Buyer's income shall be deemed to exceed the maximum allowable income limit for Eligible Persons and Families. 4. Subordination. Except as provided otherwise herein, the provisions of the Agreement, the Notice of Affordability Restrictions, this Rider and Deed of Trust, and the Affordable Housing Resale Restriction, and the obligations therein, shall be subordinate only to the First Lien on the Property held by the Lender and, if applicable, other loan(s) as approved by the Executive Director, including lien instruments that secure other homebuyer purchase money and/or downpayment assistance, including without limitation City, State of California, or federal affordable housing programs, which liens shall not impair the rights of Lender, or Lender's assignee or successor in interest or the City, if applicable, to exercise their remedies under the First Lien in the event of default under the First Lien by the Homebuyer. Such remedies under the First Lien include the right of foreclosure or acceptance of a deed or assignment in lieu of City Council Exhibit C 2 — 108 7/16/2024 EXHIBIT 2 EXHIBIT D foreclosure. If title to the Property is transferred by foreclosure or acceptance of a deed in lieu of foreclosure, or assignment of the First Lien to the Secretary of the Department of Housing and Urban Development, this Agreement and the Authority Deed of Trust shall be automatically terminated and shall have no further effect as to the Property or any transferee thereafter. However, in no event shall this Agreement, the Deed of Trust, and the Affordable Housing Resale Restriction, be subordinate to any First Lien on the Property securing a loan with provisions which allow negative amortization, or to refinancing of the lien of the First Lien for a loan amount in excess of the sum of the then current loan balance secured by the First Lien and loan closing costs. Trustor agrees it shall instruct the Escrow Agent for the acquisition of the Property by Trustor that the order of recording in the escrow for the purchase of the Property by Trustor shall occur as follows: (1) the Grant Deed, (2) the First Lien; (3) other affordable housing loan(s), if applicable; (4) the Affordable Housing Resale Restriction; (5) the Notice of Affordability Restrictions and (6) the Deed of Trust. City shall cause a Request for Notice of Default to be recorded on the Property subsequent to the recordation of the First Lien deed of trust or mortgage requesting a statutory notice of default as set forth in the California Civil Code Section 2924b, and shall cause a request for Notice of Delinquency to be recorded on the Property subsequent to the recordation of the First Lien deed of trust or mortgage. IN WITNESS WHEREOF, Trustor has executed this Rider to Deed of Trust as of the date set forth below. TRUSTOR/HOMEBUYER: City Council Exhibit �2 — 109 7/16/2024 EXHIBIT 2 EXHIBIT D EXHIBIT D CITY PROMISSORY NOTE 5539^..-1-�A- A7- 1 City Council 12 —110 7/16/2024 EXHIBIT 2 EXHIBIT D PROMISSORY NOTE SECURED BY DEED OF TRUST $ Santa Ana, California Date: Property Address: Street, Santa Ana, CA 9270 FOR VALUE RECEIVED, the undersigned , (the "Maker" or "Homebuyer") promises to pay to the CITY OF SANTA ANA, a public body, corporate and politic (the "Holder") at 20 Civic Center Plaza, Santa Ana, California 92701, or at such other address as the Holder may direct from time to time in writing, the sums specified in the terms and provisions of this Promissory Note as the "Note Amount". 1. Loan Agreement. This Promissory Note Secured by Deed of Trust (this "Note") is made and delivered pursuant to and in implementation of the Homebuyer Loan Agreement entered into by and between the Holder and the Maker dated concurrently herewith ("Agreement"), a copy of which is on file as a public record with the Holder. The Agreement is incorporated herein by this reference. The Maker acknowledges that but for the execution of this Note, the Holder would not enter into the Agreement or make the loan contemplated therein. Unless definitions of terms have been expressly set out at length herein, each term shall have the same definition as set forth in the Agreement. 2. Term. The term of the Note shall be forty-five (45) years from the Homebuyer Loan Date ("Term"). 3. Note Amount. The sums due and payable pursuant to the terms and provisions of this Note consists of the Homebuyer Loan Amount (the "Note Amount"). Maker shall pay to the City the principal amount of Dollars ($) (the "Homebuyer Loan Amount"), with zero percent (0%) interest thereon. [The Homebuyer Loan Amount shall be determined as the difference between the Affordable Sales Price and the fair market value of the Property, as determined in accordance with the Homebuyer Loan Agreement and the Regulatory Agreement Imposing Affordable Housing Covenants and Restrictions (Density Bonus), which restricts the sale and resale of Affordable Units.] 4. Homebuyer Loan Amount; Interest Deferred Until Acceleration. The Homebuyer Assistance Loan Amount shall accrue zero percent (0%) interest unless and until an event of acceleration occurs as set forth in Section 6. 5. Homebuyer Loan Amount; Time of Payment. In the event that the Homebuyer Loan Amount does not become due and payable prior to the forty-fifth (45th) Anniversary ("Maturity Date") as set forth below in Section 6, the full amount of the Promissory Note shall be considered mature and the obligation to pay shall be extinguished as of the Maturity Date. 6. Acceleration. The whole of the Note Amount and all other payments due hereunder and under the Agreement shall become due and be immediately payable to the Holder by the Maker upon the occurrence of any one of the following events of acceleration: 1 City Council 12 —111 7/16/2024 EXHIBIT 2 EXHIBIT D (a) the sale or transfer of the Property (or any part thereof) by any means, including, without limitation, the lease, exchange or other disposition of the Property or any interest therein, whether voluntary or involuntary, except (i) a sale of the Property to a qualified Low Income Household at an Affordable Housing Cost with the City's prior written approval accomplished in strict conformity with [Section 4] of the Agreement, or (ii) the transfer of the Property solely as a result of the marriage, divorce, incompetence or death of one or more individuals constituting the Homebuyer, so long as the transferee(s) give written notice supported by reasonable evidence of such event to the Authority within thirty (30) days of its occurrence and the transferee(s) assume(s) the Homebuyer's obligations under the Agreement, by execution of an assignment and assumption agreement to be provided by the Authority, or (iii) a sale or transfer which under federal law would not, by itself, permit the City to exercise a due on sale or due on encumbrance clause; (b) the Maker refinances any purchase money lien or encumbrance to which the City Deed of Trust is subordinate (each such lien, a "First Lien") for a loan amount in excess of the then current loan balance secured by such lien or encumbrance and loan closing costs; and/or (c) the Maker (and all co -signors and co -mortgagors, if any) fails to own and occupy the Property as their principal residence pursuant to [Section 7] of the Agreement or is in Ownership Default as defined in [Section 18] of the Agreement. At the request of the Maker, and for a specific occasion, the Holder may, in its sole and absolute discretion, in writing waive the requirements of these subparagraphs and defer repayment and/or extend the term of this Note. Any waiver or deferment shall be on a case by case basis, and no future rights for waiver or deferment shall arise or be implied. Notwithstanding the foregoing, the Maker may, upon prior written approval by the Holder, refinance any First Lien for a loan amount equal to or less than the then current loan balance secured by such First Lien. 7. Reserved. 8. Right of First Refusal. Homebuyer shall notify the Holder of any desire to sell the Property immediately. Homebuyer shall also immediately notify Developer (Habitat for Humanity of Orange County) as required by the terms of the Agreement and documents executed between Homebuyer and Developer provide Developer an option and the right of first refusal to purchase the Property. 9. Sale to Low Income Household at Affordable Housing Cost. During the Affordability Period, the Note will not become due and payable in connection with such sale, if the Maker sells or otherwise conveys the Property to an Eligible Household, and the purchaser assumes this Note and the Agreement by an assignment and assumption agreement which is reasonably acceptable to the Holder. 9.1 Affordable Housing Cost — Low Income Household. The Maker has qualified as and each eligible and qualified successor -in -interest to the Maker shall be a Low Income Household. The term "Affordable Housing Cost" as used herein and for each Homebuyer (and 2 City Council 12 —112 7/16/2024 EXHIBIT 2 EXHIBIT D all successors thereto during the Affordability Period) shall be as defined in Health & Safety Code Section 50079.5 (or its successor statute) and the implementing regulations thereto promulgated by the Housing and Community Development Department of the State of California; provided, however, that the term Affordable Housing Cost shall include Monthly Housing Cost as defined in Section 6924 of Title 25 of the Regulations. Notwithstanding the provisions of this Section 9.1, if the Property is sold during the Affordability Period by the Maker to an Eligible Household, and the Sales Price does not exceed an "Affordable Housing Cost" to such Buyer, then so long as the Maker is not in default (either Ownership Default and/or Maintenance Default) of the Agreement, this Note may be assumed by the Eligible Household by an assignment and assumption agreement which is reasonably acceptable to the Holder. Upon the effective date of such assignment and assumption, the assigning Maker shall no longer be liable for any further obligations under the Agreement or this Note that accrue after the date of such assignment and assumption. In order to verify the Buyer's status as a Low Income Household, the Maker shall submit to the Holder the identity of the proposed Buyer and adequate information evidencing the income and household size of the proposed Buyer. Said income information shall be submitted together with the notice of proposed sale pursuant to Section 2 of the Agreement not less than thirty (30) days prior to opening of escrow for the proposed sale and shall include original or true copies of pay stubs, income tax records or other financial documents in order that the Holder may verify the household income of the proposed Buyer to determine whether the Buyer is a Low Income Household, and whether the Property is being transferred to such Buyer at an Affordable Housing Cost. If the Holder is unable to verify the Buyer's income as provided herein prior to the proposed sale, then the Buyer's income shall be deemed to exceed the maximum allowable income limit for an Eligible Household. 10. Security for Note. This Note shall be secured by a subordinate deed of trust and rider thereto of even date herewith encumbering the Property (the "City Deed of Trust"), executed by the Maker, as Trustor, in favor of the Holder, as beneficiary. 11. Prepayment of Note. The Maker may prepay this Note to the Holder, provided that any prepayment must be in full and not in part. Prepayment shall be treated in the same manner as refinancing of the Property. In any event, the Affordable Housing Resale Restrictions shall continue in full force and effect, notwithstanding such prepayment. 12. Holder May Assign. The Holder may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Maker. 13. Maker Assignment Prohibited. hi no event shall the Maker assign or transfer any portion of this Note, the Note Amount and/or the Agreement without the prior express written consent of the Holder, as provided in Section 9. 14. Joint and Several. The undersigned, if more than one, shall be jointly and severally liable hereunder. 15. Attorneys' Fees and Costs. hi the event that any action is instituted to enforce payment under this Note, the parties agree the non -prevailing party shall be responsible for and 3 City Council 12 —113 7/16/2024 EXHIBIT 2 EXHIBIT D shall pay to the prevailing party all court costs and all attorneys' fees incurred in enforcing this Note. 16. Amendments. This Note may not be modified or amended except by an instrument in writing expressing such intention executed by the parties sought to be bound thereby, which writing must be so firmly attached to this Note so as to become a permanent part thereof. 17. Maker's Waivers. The Maker waives any rights to require the Holder to: (a) demand payment of amounts due (known as "presentment"), (b) give notice that amounts due have not been paid (known as "notice of dishonor"), and (c) obtain an official certification of nonpayment (known as "protest"). 18. Notice. Any notice that must be given to the Maker under this Note shall be given by personal delivery or by mailing it by certified mail addressed to the Maker at the Property address above or such other address, as Maker shall direct from time to time in writing. Failure or delay in giving any notice required hereunder shall not constitute a waiver of any default or late payment, nor shall it change the time for any default or payment. Any notice to the Holder shall be given by certified mail at the address stated above. 19. Successors Bound. This Note shall be binding upon the parties hereto and their respective heirs, successors and assigns. 20. Effect of Foreclosure. If title to the Property is transferred by foreclosure or acceptance of a deed in lieu of foreclosure, or assignment of the First Lien to the Secretary of the Department of Housing and Urban Development, the Agreement, the Affordable Housing Resale Restriction executed pursuant to the Agreement, Notice of Affordability Restrictions and the Authority Deed of trust shall be automatically terminated and shall have no further effect as to the Property or any transferee thereafter. IN WITNESS WHEREOF, Maker has executed this Note as of the date set forth below. MAKER and HOMEBUYER: LE 4 Exhibit 9 City Council 12 —114 7/16/2024 EXHIBIT 2 EXHIBIT D EXHIBIT E NOTICE OF AFFORDABILITY RESTRICTIONS 5539^..-1-�A- A7- 1 City Council 12 —115 7/16/2024 EXHIBIT D EXHIBIT 2 RECORDING REQUESTED BY, ) AND WHEN RECORDED MAIL TO: ) City of Santa Ana ) 20 Civic Center Plaza (M-37) ) Santa Ana, California 92702 ) Attn: Housing Manager ) This document is exempt from payment of a recording fee pursuant to Government Code Sections 27383 and 6103. NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY This Notice of Affordability Restrictions on Transfer of Property (or "Notice of Affordability Restrictions") is executed and recorded pursuant to the Regulatory Agreement Imposing Affordable Housing Covenants and Restrictions (Density Bonus), recorded on or about , 2024, in the Official Records of San Orange County, against that certain real property generally located at .in the City of Santa Ana, California ("City") as legally described in Exhibit A hereto ("Property"). The City of Santa Ana, a charter city and municipal corporation ("City"), and (collectively "Homebuyer") have entered into that certain Homebuyer Loan Agreement dated concurrently herewith ("Homebuyer Loan Agreement"). 1. The Homebuyer Loan Agreement provides for affordability restrictions and restrictions on the transfer of the Property, as more particularly set forth in the Homebuyer Loan Agreement. A copy of the Homebuyer Loan Agreement is on file with City as a public record and is deemed incorporated herein. Reference is made to the Homebuyer Loan Agreement with regard to the complete text of the provisions of such agreement and all defined terms therein, which provides for affordability restrictions and restrictions on the transfer of the Property. 2. The Homebuyer Loan Agreement generally provides for City to lend to Homebuyer and for Homebuyer to borrow from City a loan in order to assist 1 City Council 12 —116 7/16/2024 EXHIBIT 2 EXHIBIT D Homebuyer's purchase of the Property pursuant to the Program and subject to the terms and conditions set forth herein. For a period commencing upon the date on which Homebuyer acquires fee title to the Property and terminating on the forty- fifth (45th) anniversary thereof, the Property may only be transferred to another eligible, qualified Low Income Household at an Affordable Housing Cost; such restrictions are set forth at greater length in a document entitled Affordable Housing Resale Restriction (Conditions, Covenants, and Restrictions Affecting Real Property and the Resale, Ownership, Occupancy, Maintenance, and Other Matters Related to Real Property), substantially in the form of Exhibit "D" to the Homebuyer Loan Agreement ("Affordable Housing Resale Restriction"), which has been entered into by and between City and Homebuyer, and which is expected to be recorded substantially concurrently herewith among the Official Records of Orange County, California. The Affordable Housing Resale Restriction and the Homebuyer Loan Agreement are deemed to be incorporated herein by reference. 3. Section 4 of the Affordable Housing Resale Restriction provides as follows: "4. Permitted Sales of the Property. City hereby permits sales of the Property to proposed Transferees who are Low Income Households, and are approved in accordance with this Section 4, provided the Sales Price does not exceed an Affordable Housing Cost to such proposed Transferee ("Permitted Transfers"). In the event that Homebuyer desires to Transfer the Property during the Affordability Period, prior to the Transfer the owner shall notify City by delivering a Notice of Intent to Transfer to City, which shall indicate the identity of the proposed Transferee who desires to purchase the Property, whether the purchaser is a Low or Moderate Income Household, and whether the sales price is at an Affordable Housing Cost. In addition to Homebuyer's and the proposed Transferee's delivery of the Notice of Intent to Transfer, the following procedure shall apply: a. Notice to City. Homebuyer shall send the Notice of Intent to Transfer to City at the address set forth in [Section 28] of the Loan Agreement. b. Qualification of Proposed Transferee. The proposed Transferee shall provide City with sufficient information in the form provided by City including without limitation, a certification as to the income and family size of the proposed Transferee, for City to determine if the proposed Transferee is a Low Income Household, and the purchase price is at an Affordable Housing Cost. 2 City Council 12 —117 7/16/2024 EXHIBIT 2 EXHIBIT D C. Certificates from Parties. Homebuyer and proposed Transferee each shall certify in writing, in a form acceptable to City, that the Transfer shall be closed in accordance with, and only with, the terms of the sales contract and other documents submitted to and approved by City and that all consideration delivered by the proposed Transferee to owner has been fully disclosed to City. The written certificate shall also include a provision that in the event a Transfer is made in violation of the terms of this Restriction or false or misleading statements are made in any documents or certificate submitted to City for its approval of the Transfer, City shall have the right to file an action at law or in equity to make the parties terminate and/or rescind the sales contract and/or declare the sale void notwithstanding the fact that the Transfer may have closed and become final as between Homebuyer and Transferee. d. Written Consent of City Required Before Transfer. During the Affordability Period, the Property, and any interest therein, shall not be conveyed by any Transfer except with the express written consent of City, which consent shall be given only if the Transfer is in accordance with the provisions of this Restriction. This provision shall not prohibit the encumbering of title for the sole purpose of securing financing of the purchase price of the Property. e. Notice of Prohibited Transfer. Within twenty (20) days after receiving notification of a proposed Transfer in accordance with Section 4a., City shall determine and give notice to Homebuyer as to whether the proposed Transfer is a Permitted Transfer or Prohibited Transfer, or whether the Transfer would cause an acceleration under the Note under Section l.f. of the Agreement, in which case, upon Homebuyer's payment of the Contingent Equity Participation Amount as set forth in Section 3 of the Agreement such Transfer would be deemed a Permitted Transfer. In the event that the proposed Transfer is a Prohibited Transfer, such notice to Homebuyer shall specify the nature of the Prohibited Transfer. If the violation is not corrected to the satisfaction of City within ten (10) days after the date of the notice, or within such further time as City determines is necessary to correct the violation, City may declare a Default under this Restriction. Upon the declaration of a Default, City may apply to a court of competent jurisdiction for specific performance of this Restriction, for an injunction prohibiting a proposed sale or Transfer in violation of this Restriction, for a declaration that the Prohibited Transfer is void, or for any such other relief as may be appropriate. f. Delivery of Documents. Upon the close of the proposed Transfer, Homebuyer and Transferee, as applicable, shall provide the City with a copy of the final sales contract, settlement statement, escrow instructions, all certificates required by this Section 4 and any other documents City may request." 3 City Council 12 —118 7/16/2024 EXHIBIT 2 EXHIBIT D 4. The restrictions contained in the Affordable Housing Resale Restriction commence upon the date on which Homebuyer acquires fee title to the Property and terminate on the forty-fifth (45th) anniversary thereof. 5 The commonly known address Street, Santa Ana, California 92701. for the Property is 6. The assessor's parcel number for the Property is APN 7. The legal description of the Property is attached hereto as Exhibit A, and is incorporated herein by reference. 8. The Affordable Housing Resale Restriction, which includes the affordability restrictions referenced above, is expected to be submitted for recordation in the Office of the Orange County Recorder contemporaneously with this Notice of Affordability Restrictions. 9. The Homebuyer Loan Agreement and the Affordable Housing Resale Restriction both remain in full force and effect and are not amended or altered in any manner whatsoever by this Notice of Affordability Restrictions. 10. Capitalized terms shall have the meaning established under the Homebuyer Loan Agreement (including all Attachments thereto) excepting only to the extent as otherwise expressly provided under this Notice of Affordability Restrictions. 11. Persons having questions regarding this Notice of Affordability Restrictions, the Homebuyer Loan Agreement or the Attachments thereto (including the Affordable Housing Resale Restriction) should contact City at its offices (20 Civic Center Plaza, Santa Ana, California 92701, or such other address as may be designated by City from time to time). HOMEBUYER: 0 4 City Council 12 —119 7/16/2024 EXHIBIT 2 EXHIBIT D CITY: ATTEST: CITY OF SANTA ANA By: By: City Clerk City Manager Dated: Dated: APPROVED AS TO FORM: City Attorney Dated: RECOMMENDED FOR APPROVAL: By: Executive Director Community Development Agency City Council 12 — 120 7/16/2024 EXHIBIT 2 EXHIBIT D EXHIBIT F INCOME VERIFICATION FORM 5539^..-1-�A- A7- 1 City Council 12 — 121 7/16/2024 EXHIBIT D EXHIBIT 2 EXHIBIT "F" INCOME VERIFICATION FORM Inclusionary Unit Address: Head of Household (Print Name): Current Address (if different from above): Telephone Number: Home: Email address: Date of Birth: Work: Social Security # or TIN: Household Composition Cell: List All Household Members Living in the Inclusionary Unit Dependent Social Security # Name Sex Age (Y/N) or Taxpayer ID # List additional household members on a separate sheet of paper. Income Verification Form Page 1 Santa Ana, C;aI;WPA;@ City Council 12 — 122 7/16/2024 EXHIBIT 2 EXHIBIT D EXHIBIT "F" INCOME VERIFICATION FORM Monthly Gross Income * List All Sources of Income of All Household Members Living in the Inclusionary Unit Part 1: Earned Income Other Head of Household Household Members Total 1. Gross wages, before payroll deductions and $ $ $ including overtime pay, commissions, fees, tips and bonuses. 2. Net income from self employment, independent $ $ $ contractor work or a business. 3. Social security and any payments from annuities, $ $ $ insurance policies, pension/retirement funds, disability or death benefits received periodically. 4. Payment in lieu of earnings, such as $ $ $ unemployment, disability compensation, worker's compensation and severance pay. 5. Public assistance, welfare payments $ $ $ 6. Alimony, child support, other periodic allowances $ $ $ 7. Regular pay, special pay and allowances of $ $ $ members of the Armed Forces 8. Other $ $ $ Subtotal: Monthly Earned Income $ Total Monthly Earned Income x 12 = $ Total Annual Household Gross Earned Income Income Verification Form Page 2 Santa Ana, CaWfQPAW City Council 12 — 123 7/16/2024 EXHIBIT 2 EXHIBIT D EXHIBIT "F" INCOME VERIFICATION FORM Monthly Gross Income * List All Sources of Income of All Household Members Living in the Inclusionary Unit Part 2: Investment Income Total Other Adult Household Head of Household Investment Household Members Income 1. Interest paid on Bank and Savings accounts $ $ $ 2. Dividends and other payments from stocks and $ $ $ bonds 3. Income from real property (i.e. rental property) $ $ $ 4. Other (describe) $ $ $ Subtotal: Monthly Investment Income: $ Total Monthly Investment Income x 12 = $ Total Annual Household Investment Income *Note: The following items are not considered income: casual or sporadic gifts; amounts specifically for or in reimbursement of medical expenses; lump sum payments such as inheritances, insurance payments, capital gains and settlement for personal or property losses; educational scholarships paid directly to the student or educational institution; special pay to a serviceman head of family away from home and under hostile fire; relocation payments under federal, state or local law; foster child care payments; value of coupon allotments for purpose of food under Food Stamp Act of 1964 which is in excess of amount actually charged the eligible household; payments received pursuant to participation in the following programs: VISTA, Service Learning Programs, and Special Volunteer Programs, SCORE, ACE, Retired Senior Volunteer Program, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience. Income Verification Form Page 3 Santa Ana, CaWfQPAW City Council 12 — 124 7/16/2024 EXHIBIT 2 EXHIBIT D EXHIBIT "F" INCOME VERIFICATION FORM Assets ** List the Current Value of All Assets of All Household Members Living in the Inclusionary Unit If the Asset generates income, that income must be specified In Part 2 above Head of Household Other Adult Household Members Total Value of Value Value Assets 1. Bank and Savings accounts $ $ $ 2. Stocks and bonds $ $ $ 3. Real property (i.e. rental property) $ $ $ 4. Other (describe) $ $ $ Total Asset Value $ **Note: Necessary items, such as furniture and automobiles, used for personal use are excluded from household assets. Collections of items for hobby, investment or business purposes must be included in household assets. If the total value of household assets exceeds $5,000, the calculation of the household's annual income shall include the greater of the actual amount of income, if any, derived from all of the household assets; or 10% of the total value of the assets. Income Verification Form Page 4 Santa Ana, CaWfQPAW City Council 12 — 125 7/16/2024 EXHIBIT 2 EXHIBIT D EXHIBIT "F" INCOME VERIFICATION FORM If the total asset value exceeds $5,000, perform the calculations in the following table. If the total asset value is less than $5,000, the amount of investment income to be included in annual household income is $0. Calculation of Investment Income to be Included in Annual Household Income 1. Total Annual Household Investment Income $ 2. Total Asset Value $ x 10% $ The Greater of #1 or #2 = Investment Income to be Included in Annual Household Income $ Calculation of the Household's Total Annual Income Total Annual Household Gross Earned Income 1 $ Total Investment Income to be Included in Annual Household Income Total Household Income 1 $ Documentation Attach True Copies of the Relevant Documents Listed Below Paycheck stubs from three most recent pay periods Employment verification Three years Income tax returns for Title Holders Social security verification Alimony/child support verification Other (Describe) Bank/Savings account verification Self-employment verification Unemployment verification Welfare verification Disability income verification Income Verification Form Page 5 Santa Ana, C;aI;WPA;@ City Council 12 — 126 7/16/2024 EXHIBIT 2 EXHIBIT D EXHIBIT "F" 0aaII7_\Tlk0 This Affidavit is made with the knowledge that it will be relied upon by and the City of Santa Ana to determine maximum income for eligibility to purchase the Inclusionary Unit listed above. (1/we) warrant that all information set forth in this document is true, correct and complete and based upon information (1/we) deem reliable and based upon such investigation as (1/we) deemed necessary. (I/We) acknowledge that (1/we) have been advised that the making of any misrepresentation or misstatement in this affidavit will constitute a material breach of (my/our) purchase agreement and will additionally enable the seller to terminate the purchase contract and sell the Inclusionary Unit to another party. (I/We) do hereby swear under penalty of perjury that the foregoing statements are true and correct and that this affidavit has been executed as of the date specified below by each adult member of the household which intends to occupy an Inclusionary Unit located at Signature Printed Name Date ,Santa Ana, California. Executed at , Santa Ana, California Signature Date Printed Name Executed at , Santa Ana, California Affidavit Page 6 Santa Ana, Ca';'^P^;^ City Council 12 — 127 7/16/2024 EXHIBIT 2 EXHIBIT D EXHIBIT G CERTIFICATION OF CONTINUED OCCUPANCY 5539^..-1-�A- A7- 1 City Council 12 — 128 7/16/2024 TN' IfBIT D EXHIBIT 2 CERTIFICATION OF CONTINUED OCCUPANCY Date: Owner(s) Name: Address: Santa Ana, CA We are the Owners of an Inclusionary Unit that was produced under the requirements of the City of Santa Ana Inclusionary Housing Ordinance. We understand and agree that the Inclusionary Unit must be used as our Primary Residence and for no other purpose. By this Certification, we declare under penalty of perjury that: We currently occupy the Inclusionary Unit; and We have occupied the Inclusionary Unit for at least ten (10) out of the past twelve (12) months; and We have not used the Inclusionary Unit for any other purpose than as our Primary Residence; and We are not renting or leasing any part of the Inclusionary Unit to another party. We have attached true and accurate copies of two utility bills or other documentation evidencing our continued occupancy of the Inclusionary Unit. We acknowledge that any intentional or negligent misrepresentation in this Certification may result in civil liability and/or criminal penalties including, but not limited to, fine or imprisonment, or both, and liability for monetary damages under the provisions of Title 18, United States Code, Section 100.1, et seq. City Council 12 — 129 7/16/2024 EXHIBIT 2 OWNER: Signature: Print Name: Date: SIGNATURE PAGE hill OCCUPANCY RECERTIFICATION FORM Signature: Print Name: Date: CO-OWNER: City Council 12 — 130 7/16/2024 EXHIBIT 3 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: City Clerk Free Recording pursuant to Government Code 27383 REGULATORY AGREEMENT IMPOSING AFFORDABLE HOUSING COVENANTS AND RESTRICTIONS (DENSITY BONUS) (1921 W. Washington, Santa Ana, California; APN: 405-101-37) This REGULATORY AGREEMENT IMPOSING AFFORDABLE HOUSING COVENANTS AND RESTRICTIONS (DENSITY BONUS) ("Regulatory Agreement"), made and entered into this _ day of .2024 ("Effective Date"), by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"), and Habitat for Humanity of Orange County, a California nonprofit religious corporation ("Developer"). City and Developer are sometimes referred to collectively as the "Parties" and individually as a "Party." RECITALS A. Developer is the owner of that certain property located within the City of Santa Ana, County of Orange, State of California, commonly known as 1921 W. Washington Avenue, Santa Ana, California, (APN 405-101-37), with the legal description set forth in Exhibit A attached hereto and incorporated herein by this reference ("Property"). B. City and Developer have entered into a Conditional Grant Agreement, pursuant to which, City agreed to provide a grant (the "Inclusionary Grant") in an amount up to Two Million Two Hundred Thousand Dollars ($2,200,000) to Developer for a residential homeownership project that involves construction of six (6) affordable housing units restricted for sale to low income households, which will be provided within three (3) duplex buildings, and include related amenities, including but not limited to: parking, landscaping, lighting, signage, and other amenities, and all other on -site and off -site improvements required for operation of the Property (the "Project"). C. As a condition of receiving the Inclusionary Grant, Developer agrees that this Regulatory Agreement shall be recorded against the Property prior to disbursement 55394 QQJQJ\n1nncmi i City Council 12 — 131 7/16/2024 EXHIBIT 3 of any portion of the Inclusionary Grant and that the Property and the Project shall be subject to the covenants and restrictions set forth herein. D. In addition, in connection with the Project, Developer seeks a density bonus under California Government Code § 65915, et seq. ("State Density Bonus Law") and Santa Ana Municipal Code sections 41-1600, et seq. ("City Density Bonus Ordinance"). Based on the Property size of 0.37 acres, and the City's allowable density for the Property of seven (7) dwelling units per acre, without the density bonus, the existing density for the Property would allow only two (2) dwelling units on the Property (rounded down from 2.59). Thus, the City also enters into this Agreement to fulfill requirements of the State Density Bonus Law and City Density Bonus Ordinance. E. In light of the purpose of the State Density Bonus Law and City Density Bonus Ordinance, City has determined to approve Developer's application for four (4) concessions/incentives and one (1) waiver. F. Based upon the foregoing, on the terms and conditions set forth below, this Agreement, and the exhibits attached hereto and incorporated herein by reference, are intended to (1) implement and fulfill obligations set forth in the Conditional Grant Agreement, and (2) implement the Project's requirement to provide affordable housing units in exchange for receiving the density bonus, concession and waivers set forth herein. NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein by this reference, and of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: DEFINITIONS AND EXHIBITS 1.1 Definitions. In addition to the terms that may be defined elsewhere in this Agreement, the following terms when used in this Agreement shall be defined as follows: 1.1.1 "Adjusted for family size appropriate to the unit" shall have the meaning set forth by California Health and Safety Code Section 50052.5(h). 1.1.2 "Administrative Procedures Manual" shall mean the City's Administrative Procedures Manual: Ownership Housing Development, setting forth rules and regulations for the City's homeownership program. 1.1.3 "Affordable Housing Cost" means the total housing costs paid by a qualifying Low Income Household in accordance with California Health and Safety Code Section 50052.5. 1.1.4 "Affordable Housing Resale Restrictions" means the restrictions imposed on each Affordable Unit that restrict sales to qualified Eligible Households pursuant to a 2 55394 QQJ04'41nncmi i City Council 12 — 132 7/16/2024 EXHIBIT 3 local preference for families who live or work in the City of Santa Ana at an Affordable Sales Price as set forth in Section 4.6.3, in accordance with Homebuyer Loan Agreement. 1.1.5 "Affordable Sales Price" means the maximum sales price that can be charged for an Affordable Unit as set forth in Section 3.3.2. 1.1.6 "Affordable Unit(s)" means the six (6) individual dwelling units, which shall be constructed within three (3) duplex buildings, and each restricted for occupancy to Low Income Households. 1.1.7 "Area Median Income" or "AMP' shall mean the area median income published by HCD in accordance with California Health and Safety Code § 50093. 1.1.8 "Benchmark Down Payment" is a component of the Affordable Sales Price calculations. For the purposes of this Agreement, the Benchmark Down Payment is set at 5% of the total Affordable Sales Price. The Benchmark Down Payment is used solely as a component for determining the Affordable Sales Price for an Affordable Unit. It does not represent a cap on the down payment amount that can be contributed by a Homebuyer. 1.1.9 "Certificate of Occupancy" shall mean a certificate of occupancy issued by the City after completion of construction and a dwelling unit has been certified by the City has available for occupancy. 1.1.10 "City" means the City of Santa Ana, California 1.1.11 "City Council" means the City Council of the City of Santa Ana. 1.1.12 "City Attorney" means the City Attorney for the City of Santa Ana. 1.1.13 "City Manager" means the City Manager for the City of Santa Ana. 1.1.14 "City's Planning Commission" means the Planning Commission for the City of Santa Ana. 1.1.15 "City Deed of Trust" means a deed of trust, in the form attached hereto as Exhibit C, executed by Homebuyer in favor of the City that secures the performance of the Affordable Housing Resale Restrictions, the City and Homebuyer Loan Agreement, and the City Promissory Note, and which is recorded against each Affordable Unit as required under this Agreement. 1.1.16 "City Promissory Note" shall mean a promissory note, in the form attached hereto as Exhibit D, executed by Homebuyer evidencing an agreement to pay to City the amount owed pursuant to the City and Homebuyer Loan Agreement. 1.1.17 "Density Bonus Application' shall mean the Density Bonus Application No. for the Project. 3 55394 QQJ04'41nncmi i City Council 12 — 133 7/16/2024 EXHIBIT 3 1.1.18 "Developer" means Habitat for Humanity of Orange County, a California nonprofit religious corporation, and its permitted successors and assigns to all or any part of the Property, Project or this Agreement. 1.1.19 "Effective Date" means the date the Developer and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement, pursuant to section 4.1 herein. 1.1.20 "Eligible Household" means a Household whose income does not exceed the qualifying limit for a Low Income Household, as defined herein. 1.1.21 "Gross Household Income" means all income from whatever source from all adult Household members, which is anticipated to be received during the 12-month period following the date of the determination of Gross Household Income. The applicable sources of income are defined in California Code of Regulations Title 25 Housing and Community Development Section 6914. The definition includes the following specific requirements: (a) Except as provided in subdivision (b), all payments from all sources received by the head of Household (even if temporarily absent) and each additional member of the Household who is not a minor shall be included in the annual income of a Household. Gross Household Income shall include, but not be limited to: (i) The gross amount, before any payroll deductions, of wages and salaries, overtime pay, commissions, fees, tips and bonuses; (ii) The net income from operation of a business or profession or from rental or real or personal property (for this purpose, expenditures for business expansion or amortization of capital indebtedness shall not be deducted to determine the net income from a business); (iii) Interest and dividends; (iv) The full amount of periodic payments received from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of periodic receipts (but see subdivision (2)(c)); (v) Payments in lieu of earnings, such as unemployment and disability compensation, worker's compensation and severance pay; (vi) Public Assistance. If the public assistance payment includes an amount specifically designated for shelter and utilities which is subject to adjustment by the public assistance agency in accordance with the actual cost of shelter and utilities, the amount of public assistance income to be included as income shall consist of: (1) The amount of the allowance or grant exclusive of the amount specifically designated for shelter and utilities, plus 4 55394 QQJ04'41nncmi i City Council 12 — 134 7/16/2024 EXHIBIT 3 (2) The maximum amount which the public assistance agency could in fact allow for the Household for shelter and utilities. (vii) Periodic and determinable allowances such as alimony and child support payments, and regular contributions or gifts received from persons not residing in the dwelling; (viii) All regular pay, special pay and allowances of a member of the Armed Forces (whether or not living in the dwelling) who is head of the Household or spouse or domestic partner (but see subdivision (b)(v)); (ix) Where a Household has net assets in excess of $5,000, income shall include the actual amount of income, if any, derived from all of the net Household assets or 10 percent of the value of all such assets, whichever is greater. For purposes of this section, net Household assets means value of equity in real property other than the Household's full-time residence, savings, stocks, bonds, and other forms of capital investment. The value of necessary items such as furniture and automobiles shall be excluded. (b) The following items shall not be considered as income: (i) Casual, sporadic or irregular gifts; (ii) Amounts which are specifically for or in reimbursement of the cost of medical expenses; (iii) Lump -sum additions to Household assets, such as inheritances, insurance payments (including payments under health and accident insurance and worker's compensation), capital gains and settlement for personal or property losses; (iv) Amounts of educational scholarships paid directly to the student or to the educational institution, and amounts paid by the government to a veteran for use in meeting the costs of tuition, fees, books and equipment. Any amounts of such scholarships, or payments to veterans not used for the above purposes of which are available for subsistence are to be included in income; (v) The special pay to a serviceman head of a Household away from home and exposed to hostile fire; local relocation law; (vi) Relocation payments made pursuant to federal, state, or (vii) Foster child care payments; (viii) The value of coupon allotments for the purchase of food pursuant to the Food Stamp Act of 1964 which is in excess of the amount actually charged the eligible Household; 5 55394 QQJ04'41nncmi i City Council 12 — 135 7/16/2024 EXHIBIT 3 (ix) Payments received pursuant to participation in the following volunteer programs under the ACTION Agency: (1) National Volunteer Antipoverty Programs which include VISTA, Service Learning Programs and Special Volunteer Programs. (2) National Older American Volunteer Programs for persons aged 60 and over which include Retired Senior Volunteer Programs, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience, Service Corps of Retired Executive (SCORE) and Active Corps of Executives (ACE). 1.1.22 "HCD" means the California Department of Housing and Community Development 1.1.23 "Homebuyer" means an Eligible Household that has an executed agreement to purchase an Affordable Unit. 1.1.24 "Homebuyer Loan Agreement" means the loan agreement entered into between Homebuyer and City prior to transfer of an Affordable Unit, as referenced in Section 3.5 and 4.6 of this Agreement. 1.1.25 "Household" all the persons who will occupy the Affordable Unit as their primary residence. The size of a prospective Household must be compatible with the size of the Affordable Unit to be purchased. The minimum number of occupants is three (3). The maximum number of occupants is eight (8). A child who is subject to a legally -binding shared -custody agreement, in which the child resides with the Household at least 50% of the time, is counted as a member of the Household. For the purpose of calculating the Household income and not the number of occupants, excluded from the definition of Household are live-in caregivers/caretakers, foster children, unborn children and children being pursued for legal custody or adoption that are not currently living with the Household. 1.1.26 "Housing Cost" means and includes all of the following costs associated with ownership of an Inclusionary Unit as defined in Title 25 of the California Code of Regulations Section 6920: improvements; (a) Principal and interest on a mortgage loan at the defined interest rate; (b) Property tax and assessments; (c) Fire and casualty insurance covering replacement value of property (d) Property maintenance and repairs; (e) A reasonable utility allowance, as determined by the City; and (f) Homeowner Association assessments and dues. 6 55394 QQJ04'41nncmi i City Council 12 — 136 7/16/2024 EXHIBIT 3 1.1.27 "Low Income Household" means a Household whose income does not exceed eighty percent (80%) of the area median income for the Orange County, California PMSA, adjusted for actual household size, as published by HCD, and in accordance with the definition of "low-income household" set forth in SAMC § 41-1901 and California Health and Safety Code § 50079.5. 1.1.28 "Notice of Affordability Restrictions" means the notice of affordability restrictions to prospective buyers, which shall have a term of at least forty-five (45) years, in the form attached hereto as Exhibit E. 1.1.29 "Program Director" has the day-to-day authority for making determinations related to the Administrative Procedures Manual. The Program Director will be appointed by the Executive Director for the City's Community Development Agency. 1.1.30 "Project" means that certain affordable residential development as more particularly described in Recital B and Section 2 of this Agreement. 1.1.31 "Property" means that certain real property more particularly described in the legal description in Exhibit A and improvements thereon, including each Affordable Unit. 1.1.32 "Regulatory Agreement" means this Affordable Housing Agreement and Declaration of Covenants and Restrictions. 1.1.33 "State Density Bonus Law" means Government Code sections 65915, et seq., as they exist on the Effective Date. 1.1.34 "Supportable Mortgage" means the mortgage amount that can be supported by a Low Income Household based on the Affordable Housing Cost calculations. The mortgage calculation is based on the prevailing market interest rate for a 30-year fully amortizing mortgage with a fixed interest rate. The Supportable Mortgage shall be determined in accordance with the City's Administrative Procedures Manual, provided that it should be determined for a Low Income Household consistent with the requirements of this Agreement and State Density Bonus Law. 1.1.35 "Unit" means a residential dwelling unit within the Project to be constructed or caused to be constructed by Developer pursuant to this Agreement. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: 1.2.1 Exhibit A: Legal Description of the Property 1.2.2 Exhibit B: Affordable Housing Resale Restrictions 1.2.3 Exhibit C: City Deed of Trust 1.2.4 Exhibit D: City Promissory Note 1.2.5 Exhibit E: Notice of Affordability Restrictions 1.2.6 Exhibit F: Income Verification Form 1.2.7 Exhibit G: Certification of Continued Occupancy 7 55394 QQJ04'41nncmi i City Council 12 — 137 7/16/2024 EXHIBIT 3 2. DEVELOPMENT OF THE PROPERTY 2.1 Project. Developer shall develop, operate, and maintain, or cause the development, operation and maintenance of, the Property, to provide the Affordable Units required by this Agreement. 2.2 Densi . Bonus. Developer understands and agrees that, for purposes of calculating the density bonus in accordance with the State Density Bonus Law, the base density for the Property is three (3) dwelling units (fractional units are rounded up) and therefore the Project will receive a density bonus to develop a total of six (6) dwelling units that will be restricted as Affordable Units under this Agreement. Developer shall not construct or develop, or otherwise claim a right to construct or develop any additional dwelling units on the Property. Developer agrees that the Project is eligible for a density bonus based upon compliance with the requirement to develop the Project as a common interest development, in accordance with California Government Code § 65915(i). 2.3 Development Concessions, Incentives, and Waivers. As set forth in the City entitlements, Developer petitioned for and is hereby granted the following concessions, incentives, and waivers as part of the approval of Density Bonus Application: 2.3.1 Concession. In accordance with Government Code Section 65915(d)(1), Developer is granted the following concession(s): (a) The setback at the north end of the parcel shall be reduced from ten feet (10') to six feet (6'), and the setback at the west side of the parcel shall be reduced to seven feet (7') (provided that the Project provides a minimum of 1,200 square feet of open space per unit). (b) The building separation shall be reduced from fifteen feet (15') to nine to ten feet (9-10') (c) The open space requirement for a private balcony for unit five, as identified on the Project entitlements, shall be reduced from one hundred (100) square feet to ninety one (91) square feet, provided that the unit is also provided with four hundred twelve (412) square feet of private yard space. (d) The private yard fencing encroachment into the front -yard area for unit one, as identified on the Project entitlements, shall be allowed to exceed the height restriction of three feet (3') but shall not exceed six feet (6'), as necessary to allow for the screening of the air conditioner. 2.3.2 Waivers. In accordance with Government Code Section 65915(e)(1), Developer is granted the following waiver(s): The drive aisle area by the trash enclosures shall be reduced by eight inches (8") to a total of eighteen feet ten inches (18' 10") to accommodate PWA trash pickup requirements. 2.4 Parking Requirements. Onsite parking shall be provided in compliance with Government Code Sections 65915 (p)(1)(A) and 65915 (p)(1)(B). All units will have a private 8 55394 QQJ04'41nncmi i City Council 12 — 138 7/16/2024 EXHIBIT 3 two -car garage with direct access to each unit (residents shall be required to park vehicles in the garages and not use garages only for storage). The Project must also provide short-term overflow/guest parking spots as follows: two (2) standards parking spots and one (1) accessible parking spot. 2.5 No Further Concessions, Incentives, or Waivers. Developer acknowledges and agrees that the concessions, incentives, and waivers set forth in section 2.3, and the parking requirements set forth in section 2.4, above fully satisfies any duty City may have under the City Density Bonus Ordinance, the Density Bonus Law, or any other law or regulation to provide any density bonus incentive or to waive any building, zoning, or other requirement in connection with a density bonus. By this Agreement, Developer releases any and all claims Developer may have against City in any way relating to or arising from City's obligation to waive requirements of or provide development incentives pursuant to the City Density Bonus Ordinance and the Density Bonus Law applicable to the Project. 2.6 Affordable Units. The Project, for purposes of this Agreement, shall have no less than six (6) Affordable Units, restricted for homeownership opportunities to Low Income Households, pursuant to the terms and conditions of this Agreement. Each Affordable Unit shall be consistent with all City approvals, and meet the following requirements: 2.6.1 Each unit shall have three (3) bedrooms and a minimum of two (2) bathrooms; 2.6.2 Each unit shall have a private two -car garage with direct access to the interior living space; 2.6.3 The interior living space of each unit shall range from a minimum of 1,100 square feet to 1,430 square feet; 2.6.4 Each unit shall have a private yard; and, 2.6.5 One unit shall be constructed as an accessible unit with mobility and communication features in compliance with the California Building Code. 2.7 Permits and Processing Compliance with Laws. Developer, at its sole cost and expense, or as otherwise set forth in a separate written agreement, shall secure or cause to be secured any and all permits that may be required for development of the Project by City or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Upon securing any and all permits, and all necessary financing and property interests, Developer shall carry out and perform the development, operation, and maintenance of the Project or cause the performance of the development, operation, and maintenance of the Project, in conformity with all applicable federal, state, and local laws and regulations, and all conditions of approval issued by the City Council and City's Planning Commission for the Project. Any changes to the Project shall be reviewed by the City to determine compliance with this Agreement. If any changes to the Project shall materially alter the ability of Developer to comply with any terms of this Agreement in City's sole determination, then City and Developer shall meet and confer to address amendments and revisions to this Agreement as necessary. 9 55394 QQJ04'41nncmi i City Council 12 — 139 7/16/2024 EXHIBIT 3 2.8 Common Interest Development. The Project shall be operated as a "common interest development' as defined in California Civil Code § 4100 and operated in accordance with all state laws regarding common interest developments. 2.9 Mechanic's Liens; Indemnification. Developer shall take all actions reasonably necessary to remove any future mechanic's liens or other similar liens (including design professional liens) against the Property or Project, or any part thereof, by reason of work, labor, services, or materials supplied or claimed to have been supplied to Developer or caused by, at the direction of, or on behalf of Developer. Prior to the recording of this Agreement (or memorandum thereof) pursuant to Section 4.1 below, Developer shall provide evidence from the Title Company of any new recordings against the Property or Project. City hereby reserves all rights to post notices of non -responsibility and any other notices as may be appropriate upon a filing of a mechanic's lien. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party by reason of a mechanic's lien or work, labor, services, or materials supplied or claimed to have been supplied to Developer or caused by, at the direction of, or on behalf of Developer. 3. AFFORDABILITY 3.1 Total Affordabili , Term. Each Affordable Unit shall be restricted for sale to an Eligible Household for a total period of no less than forty -Five (45) years ("Total Affordability Term"). The Total Affordability Term for an Affordable Unit shall commence on the date that the Affordable Unit receives all required occupancy permits from the City and a Certificate of Occupancy. 3.2 Memorializing Commencement of Total Affordabili . Term. Developer shall keep or cause to be kept detailed records of the commencement date of the Total Affordability Term for each Affordable Unit. City shall have the right to review and verify said records without a fee from City to Developer to ensure that the commencement date specified by Developer for an Affordable Unit coincides with the date that the initial Affordable Unit received all permits from City required for occupancy of the Unit. In the event that a conflict exists between the date specified by Developer for the commencement of the Total Affordability Term for an Affordable Unit and the date specified by City's issuance of all required permits for occupancy of the Unit, the date specified by City's issuance of all required permits for occupancy of the Unit shall control. 3.3 Affordability Covenants and Restrictions. 3.3.1 Affordable Homeownership. Developer covenants that, during the Total Affordability Term, each Affordable Unit shall be sold to, or held vacant for sale to, an Eligible Household for an Affordable Sales Price. 3.3.2 Affordable Sales Price. The Affordable Sales Price is equal to the sum of the Supportable Mortgage plus, if applicable, the Benchmark Down Payment. Prior to the sale of 10 55394 QQJ04'41nncmi i City Council 12 — 140 7/16/2024 EXHIBIT 3 any Affordable Unit, Developer shall provide the City with at least thirty (30) days' written notice of the determined amount, and the City shall have ten (10) days to approve or disapprove of the proposed Affordable Sales Price. The Affordable Sales Price for Affordable Units shall be adjusted quarterly until all Affordable Units are sold and, thereafter, determined in connection with each re -sale, as applicable. 3.4 Notice to City. Prior to entering into an agreement for the transfer of an Affordable Unit, Developer shall provide at least thirty (30) days written notice to the City, along with a proposed written agreement setting forth the terms of the sale, including the proposed Affordable Sales Price. For the initial sale of an Affordable Unit from Developer to a Homebuyer, Developer shall also provide a proposed equity share promissory note and a deed of trust. 3.5 Homebuyer Documents. The sale of each Affordable Unit is subject to satisfaction of the following conditions: 3.5.1 City and Homebuyer shall enter into the Homebuyer Loan Agreement, which memorializes a loan from the City to Homebuyer in the amount equal to the difference between (a) the Affordable Sales Price for the Affordable Unit and (b) the fair market value of the Affordable Unit without any restrictions on affordability or resale price as set forth herein, which amount shall be the amount of the City Promissory Note. The Homebuyer Loan Agreement shall also set forth the terms of the Affordable Housing Resale Restrictions, the City Deed of Trust, and the Notice of Affordability Restrictions (collectively, the "City Loan Documents"). The Parties agree and understand that the Homebuyer Loan Agreement does not require the payment of funds from City to Homebuyer, but rather evidences a promise to pay the amount of the City Promissory Note in the event of a breach of the obligations, covenants, and restrictions set forth in the City Loan Documents. 3.5.2 Each Homebuyer shall execute the Affordable Housing Resale Restrictions, the City Deed of Trust, and the Notice of Affordability Restrictions, each of which shall be recorded against the Affordable Unit. 3.5.3 Each Homebuyer of an Affordable Unit shall execute the City Promissory Note, which shall be secured by the City Deed of Trust. 3.6 Equity Sharing Agreement. The Affordable Housing Resale Restrictions for each initial sale from Developer to a Homebuyer shall include an equity sharing agreement in accordance with California Government Code § 65915(c)(2)(A). The City and Developer agree that Developer shall recapture the equity share pursuant to Government Code § 65915(c)(2)(C). the amount of the equity share shall be determined in accordance with this Section 3.6, and shall be evidenced by a promissory note secured by a deed of trust in favor of Developer. 3.6.1 Except in the event of a conflict with requirements of another public funding source, the following provisions of the equity sharing agreement shall be enforced when the initial Homebuyer sells an Affordable Unit: (i) The Homebuyer selling the Affordable Unit shall retain the value of any improvements and the down payment that were paid for by the seller, and the seller's proportionate share of appreciation. 11 55394 QQJ04'41nncmi i City Council 12 — 141 7/16/2024 EXHIBIT 3 (ii) Developer shall recapture its "initial subsidy," in accordance with Government Code Section 65915(c)(2)(C)(v), in an amount equal to the fair market value of the Affordable Unit at the time of the initial sale from Developer to the Homebuyer, minus the Affordable Sales Price, plus any down payment assistance or mortgage assistance. (iii) Developer shall recapture its "proportionate share of appreciation," in accordance with Government Code Section 65915(c)(2)(C)(v), in an amount equal to: (A) the ratio of the City's initial subsidy to the fair market value of the home at the time of the initial sale multiplied by (B) the fair market value of the Affordable Unit at the time of the sale from the Homebuyer to a new Eligible Household. (iv) The proceeds of the sale of an Affordable Unit from a Homebuyer to a new Eligible Household shall be disbursed in the following priority: first, to satisfy a first deed of trust from a primary lender, as approved by City at the time of the initial sale, or subsequent approval in the event of a refinance event; second, to the Developer for the equity share determined in accordance with this Section 3.6.1; and, third, the remainder to the selling Homebuyer. (v) Developer shall use one hundred percent (100%) of the proceeds to promote homeownership for lower income households as defined by Section 50079.5 of the Health and Safety Code within the jurisdiction of the City. By way of example, and without approval from the City or limiting any the eligible uses, these uses may include: financing a silent second for a homeownership program, neighborhood improvements and revitalization; outreach and qualification of new homebuyers; financial education and counseling; advocacy and policy work; and, homeowner support networks. Developer is solely responsible for determining compliance with requirements of state law for using proceeds referenced herein. 3.6.2 To determine the fair market value of the Affordable Unit for purposes of this Section 3.6, Developer shall require an appraisal by a qualified appraisal at the time of the initial sale to an Eligible Household and for the initial re -sale by a Homebuyer. If a Homebuyer disputes the appraised value, the Homebuyer may pay for the costs of a second appraisal and, if there is still disagreement, the average of the two appraisals shall be used to determine the fair market value. 4. OPERATION OF THE PROJECT BY DEVELOPER 4.1 Recording of Documents. 4.1.1 Prior to issuance of a building permit for the Project, Developer and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement. City shall cooperate with Developer in promptly executing in recordable form this Agreement. The date of recording of the Agreement shall be the Effective Date of the Agreement. Upon the date of recording, the terms and conditions of this Agreement shall be binding upon and run with the Property and each Affordable Unit for the Total Affordability Term. It is the express intent and agreement between the Parties that this Agreement 12 55394 QQJ04'41nncmi i City Council 12 — 142 7/16/2024 EXHIBIT 3 shall remain binding and enforceable against the Property, the Project, and the Affordable Units to ensure compliance with the Conditional Grant Agreement, the State Density Bonus Law and City Density Bonus Ordinance, and to ensure the continued supply of Affordable Units in the Project, except as expressly set forth in this Agreement. 4.1.2 Prior to the sale of an individual Affordable Unit to a Homebuyer, Developer shall cause each Eligible Household purchasing an Affordable Unit to sign the Affordable Housing Resale Restrictions and, as required by Section 3, the City Deed of Trust, as approved by the City pursuant to Section 4.5, below, and Developer shall record them or cause them to be recorded in the Official Records for Orange County, California. 4.2 Occupancy Levels. Subject to state or federal laws and regulations, the number of persons permitted to occupy each three -bedroom Affordable Unit shall not exceed eight (8) occupants. 4.3 Use of the Property. All uses conducted on the Property by Developer, including, without limitation, all activities undertaken by the Developer pursuant to this Agreement, shall conform to all applicable provisions of the Santa Ana Municipal Code and other applicable federal, state, and local laws, rules, and regulations. 4.4 Maintenance. Developer shall, at all times during the term of this Agreement, cause the Property and the Project to be maintained in a decent, safe and sanitary manner, regardless of cause of the disrepair. Developer and each Homebuyer shall be fully and solely responsible for costs of maintenance, repair, addition and improvements. City, and any of its employees, agents, contractors or designees shall have the right to enter upon the Property at reasonable times and in a reasonable manner to inspect the Project, after providing notice as follows: (i) at least a 24-hour notice to Developer and Tenants / Homebuyer of the Affordable Unit which will be inspected, or (ii) at least 48 hours' notice to Developer, which shall promptly give notice to Tenants / Owners of the Affordable Unit to be inspected. 4.5 Preparation and Recordation of Transfer Documents. Developer shall prepare and obtain City's approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the City Loan Documents for each Affordable Unit to Eligible Households required by Section 3.5 of this Agreement. Developer shall not sell an Affordable Unit unless and until the City has reviewed and approved the Homebuyer as an Eligible Household for the purchase of the Affordable Unit, and the Homebuyer has executed and submitted to the Program Director, in recordable form, the Homebuyer Loan Agreement, the Affordable Housing Resale Restrictions, the City Promissory Note, the City Deed of Trust, the Notice of Affordability Restrictions, and the approved financing for the Homebuyer. 4.6 Selection of Homebuyers. 4.6.1 The Developer shall, at its sole cost and expense, conduct all procedures and comply with all requirements as set forth in this Agreement and the Administrative Procedures Manual in selecting Eligible Homebuyers for each Affordable Unit. Specific procedures are set forth in Attachment C in the Administrative Procedures Manual. 13 55394 QQJ04'41nncmi i City Council 12 — 143 7/16/2024 EXHIBIT 3 4.6.2 Developer shall be responsible for the selection of Eligible Homebuyers for the Affordable Units in compliance with lawful and reasonable criteria and the requirements of this Agreement. Prior to marketing any Affordable Units, Developer shall submit to the City for review and approval a proposed form purchase and sale agreement ("Form PSA") to be used for transferring the Affordable Units to Homebuyers. The Form PSA must contain all disclosures required by the Administrative Procedures Manual, and copy of the Affordable Housing Resale Restrictions, the City Promissory Note and the City Deed of Trust. 4.6.3 Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by the State of California, the Developer shall give a local preference in selecting Homebuyers of the Affordable Units in the following order of priority: (a) First priority shall be given to persons who have been permanently displaced or who face permanent displacement from housing in the City as a result of any of the following: (i) for projects funded by the Low -Moderate Income Housing Asset Fund, a redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.); (ii) Ellis Act, owner -occupancy, or removal permit eviction; (iii) earthquake, fire, flood, or other natural disaster; (iv) cancellation of a Housing Choice Voucher HAP Contract by property owner; or (v) governmental action, such as Code Enforcement. (b) Second priority shall be given to persons who are either: (i) residents of Santa Ana, (ii) individuals working in the City at least thirty two (32) hours per work for at least six (6) months prior to the occupancy, (iii) persons who seek to reside in the City as an accommodation to a mental or physical disability, or (iv) households with students who attend public school in the City. 4.6.4 The initial Homebuyer for each Affordable Unit shall have provided at least five hundred (500) hours of sweat equity pursuant to a written program implemented by Developer, with written documentation of the requisite number of hours. 4.6.5 Developer shall select Homebuyers in accordance with their Homebuyer Selection Process, which shall be provided to City upon request. 4.6.6 If a prospective Homebuyer qualifies as an Eligible Household, as defined herein, the Homebuyer shall be required to execute the Developer's Form PSA for the purchase and sale of an Affordable Unit. The Developer shall seek and obtain all approvals required from the City pursuant to the Form PSA and the Administrative Procedures Manual, and shall provide the City with all documentation required pursuant to this Agreement and the Administrative Procedures Manual. The Developer must submit a copy of the executed Form PSA for the purchase and sale of the Affordable Unit. The Program Director shall have not less than thirty (30) days to review the agreement to verify the total purchase price and the Homebuyer down payment amount to determine whether the terms are consistent with the requirements of this Agreement. The City has approval rights over any material amendments to the Form PSA made after it has been reviewed and approved by the Program Director. 4.7 Income Verification and Certification. 14 55394 QQJ04'41nncmi i City Council 12 — 144 7/16/2024 EXHIBIT 3 4.7.1 Developer shall verify income of prospective Homebuyers and certify the verification to the City. In evaluating prospective Homebuyers, Developer shall consider the following sources of income in order of preference: (i) employment income; (ii) business income; (iii) income from Social Security, Supplemental Security Income (SSI), welfare, disability, or pension payments; and (iv) alimony or child support. To verify income, Developer shall comply with the procedures set forth in Section A-3 of the Administrative Procedures Manual. Subject to the foregoing preferences, Developer shall consider Gross Household Income from all adult Household members, which is anticipated to be received during the 12-month period following the date of the determination of Gross Household Income. Within fifteen (15) days of delivery of the executed Form PSA for a prospective Homebuyer to the City, Developer shall provide City with the Income Verification Form set forth in Exhibit F. 4.8 RESERVED 4.9 Notice of Affordability Restrictions on Transfer of Property. For each sale of an Affordable Unit, Developer and the proposed buyer shall execute and deposit into escrow, a Notice of Affordability Restrictions, in a form substantially similar to Exhibit E, which is attached hereto and must be executed by the parties prior to any transfer of the Property. 4.10 Property Management Plan. Prior to issuance of a Certificate of Completion, Developer shall submit, for the reasonable approval of the City, a "Management Plan" that sets forth in detail Developer's property management duties to operate the Project in accordance with this Agreement, including but not limited to the rules and regulations for the Property and manner of enforcement, an operating budget, the identity and emergency contact information of the professional property manager who will provide property management services for the Property, and other matters relevant to the management of the Property. The Management Plan may include, or be submitted in coordination with, the Emergency Evacuation Plan required under Section 4.11, the Crime Free Housing Plan required by Section 4.12, the Onsite Parking Management Plan required by Section 4.13, and the Marketing and Resident Selection Plan required by Section 4.14. 4.11 Emergency Evacuation Plan. Developer shall submit and obtain approval of an Emergency Evacuation Plan (the EEP) from City Police and Fire Protection agencies prior to issuance of a Certificate of Occupancy. Up-to-date 24-hour emergency contact information for the on -site personnel shall be provided to the City on an ongoing basis and the approved EEP shall be kept onsite and also be submitted to the following City Agencies: (a) Police Department (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 4.12 Crime Free Housing. Developer shall submit a crime -free housing policy, procedure, and design plan (the "CFH Plan"), which includes the following provisions: (a) Require parking areas to contain security cameras; 15 55394 QQJ04'41nncmi i City Council 12 — 145 7/16/2024 EXHIBIT 3 (b) Require routine unit inspections; and (c) Have policies in place to ensure that common use areas such as trash enclosures are maintained in good condition and repair (e.g., well -lit, kept clean, etc.). Developer shall submit and obtain approval from the City's Planning and Building Agency ("PBA") that the CFH Plan meets the requirements of this Subsection 4.12 prior to issuance of the Certificate of Occupancy. The approved CFH Plan shall be implemented and administered by Developer or its designated property manager, subject to all legal requirements, prohibitions against discrimination or unlawful housing practices. 4.13 Onsite Parking Management Plan. Developer shall provide onsite parking for residents and visitors of the Project and actively monitor the parking demand of the Project site. Developer shall continually monitor and take the following 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. (a) Require onsite parking permits (such as stickers or hang -tags) for any parking in the short-term overflow/guest parking spots; (b) Policies for maximum time vehicles may be parked in the short-term overflow/guest parking spots; and (c) Policies for towing unauthorized vehicles, vehicles parked in unauthorized locations (such as fire lanes), vehicles parking in short-term overflow/guest parking spots without a sticker, hang -tag, or other identifiers, and vehicles parked longer than any maximum guest parking timeframes allowed. Prior to issuance of the Certificate of Occupancy, Developer shall submit and obtain approval from the PBA a Parking Management Plan (the "PMP") including those measures above. The approved PMP shall be adhered to and be enforced by the Project at all times. 4.14 Marketing and Resident Selection Plan. 4.14.1 Prior to Certificate of Occupancy, Developer shall prepare and obtain City's approval of a marketing program and resident selection plan for the sale of the Affordable Units at the Project ("Marketing Program"). The sale of the Affordable Units shall thereafter be marketed in accordance with the Marketing Program as the same may be amended from time to time with City's prior written approval. Upon request, Developer shall provide City with periodic reports with respect to the sale of the Affordable Units. 4.14.2 The Marketing Program shall include, but is not limited to, marketing and community outreach activities, proposed homebuyer selection criteria, occupancy standards, income requirements, timeline and details for outreach and marketing, data collection, record keeping and monitoring, procedures for complaints, and compliance assessment. Components of the resident selection plan shall include, but are not limited to, the application process, interview procedure, Affordable Unit offer and assignment for selected homeowners, rejected applications, and wait list management. The resident selection process shall contain the Local Preference set 16 55394 QQJ04'41nncmi i City Council 12 — 146 7/16/2024 EXHIBIT 3 forth in Section 4.6.3. All requirements set forth herein shall be incorporated in the Marketing Program. 4.15 Non -Discrimination in Housing. Developer, and any successors in interest, shall not discriminate any person or group of persons on account of race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial or marital status, disability, veteran or military status, genetic information, political affiliation or opinion, medical condition, pregnancy or pregnancy -related condition, or condition of physical or mental disability or other handicap, age, or source of income or status with regard to public assistance in the transfer, use, occupancy, tenure or enjoyment of the Property or the Affordable Units, and the Developer, or any person claiming under or through it, shall not establish or permit any such practice of discrimination or segregation with reference to the selection, location, number, use or occupancy of any Homebuyer or resident of the Property or the Affordable Units. 5. TERM OF THIS AGREEMENT 5.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue until the date that is forty-five (45) years after the City issues the last certificate of occupancy for the building in which the Affordable Units are located. 6. DEFAULT AND TERMINATION: INDEMNIFICATION 6.1 Default. Failure or delay by any Party to perform any term or provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from the other Party specifying the default (or such other period specifically provided herein), constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty (30) days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of ninety (90) days). Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 6.2 Rights and Remedies Cumulative. 6.2.1 The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. City's rights and remedies to enforce this Agreement include any and all civil, administrative, or criminal remedies as set forth in local, state, or federal law. Notwithstanding anything to the contrary contained in this Agreement, in no event shall either Party be liable for speculative, consequential, punitive or other indirect damages, and each Party waives any right to collect speculative, consequential, punitive or other indirect damages against the other Party. 6.2.2 The City's actions and remedies may include, but are not limited to, the following: 17 55394 QQJ04'41nncmi i City Council 12 — 147 7/16/2024 EXHIBIT 3 (a) Actions for specific performance of this Agreement or to enjoin any actions by the Developer or any other person in violation of this Agreement, the Conditional Grant Agreement, or the requirements of the Administrative Procedures Manual; (b) Actions to disapprove, revoke or suspend any permit, including a building permit, Certificate of Occupancy or other discretionary approval; (c) Actions for civil damages, restitution, or other monetary relief, (d) Injunctive relief and damages; or (e) Civil citations with monetary penalties. 6.2.3 If the Developer sells any of the Affordable Units in violation of this Agreement, as restitution to the City, the Developer shall forfeit all monetary amounts obtained through the sale of the Affordable Units. 6.2.4 All such restitution shall be made to the City. Any funds received by the City under this provision of this Agreement shall be placed in the City's Inclusionary Housing Fund. 6.3 Indemnification. In addition to any other indemnity specifically provided in this Agreement, Developer agrees to defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense counsel upon City's and Developer's consent) indemnify and hold harmless City and its respective officers, officials, agents, employees, representatives, and volunteers (collectively, "Indemnitees") from and against any loss, liability, claim, or judgment arising from any act or omission of Developer in carrying out its obligations under this Agreement, except to the extent caused by the negligence or willful misconduct of Indemnitees. 7. ASSIGNMENT, COVENANTS RUN WITH THE LAND 7.1 Assignment by Developer. 7.1.1 Prohibited Transfers or Assignments. Developer shall not sell, transfer, or assign the Property or Project in whole or in part, or transfer or assign Developer's rights and obligations in this Agreement, in whole or in part, unless the sale, transfer, or assignment complies with this section ("Permitted Transfer"). If Developer seeks to sell, transfer or assign the Property or Project, or any rights and obligations in this Agreement, in a manner that does not constitute a Permitted Transfer, Developer shall request City's written consent, and City shall respond within thirty (30) days with a written approval or denial, which City may determine in its sole and absolute discretion. If City approves such a request, then prior to any such sale, transfer or assignment, Developer shall pay City's reasonable fees as compensation for the City's review of the request. City's failure to respond to the request within thirty (30) days shall be deemed an approval. 7.1.2 Sale of Property. Developer agrees and declares that the Property and the Project shall be held, conveyed, mortgaged, encumbered, used, occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this Agreement, all of which are for 18 55394 QQJ04'41nncmi i City Council 12 — 148 7/16/2024 EXHIBIT 3 the purpose of enhancing and protecting the value and attractiveness of the Property and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute covenants which run with the land and shall be binding on Owner and its successors and assigns, and all parties having or acquiring any right, title or interest in, or to any part of the Property or Project. Owner further understands and agrees that the Density Bonus permit approvals received for this Project have been made on the condition that Owner and all subsequent owners, or other successors and assigns of the Property and/or Project sell the Affordable Units in accordance with the terms, conditions, covenants, and restrictions of this Agreement for the Total Affordability Term. 7.1.3 Subsequent Assi nm�ent. As used in this Agreement, the term "Developer" shall be deemed to include any such transferee or assignee after the date such sale, transfer, or assignment occurs in compliance with this Agreement. 7.1.4 Unpermitted Assignments Void. Any sale, transfer, or assignment made in violation of this Agreement shall be null and void, and City shall have the right to pursue any right or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, transfers, or assignments. 7.2 Covenants Run with the Land. The Property shall be used, occupied and improved subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall run with the Property and shall be binding upon Developer and all persons having any right, title or interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and its successors and assigns, and may be enforced by City and its successors and assigns. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein shall run in favor of City. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. Developer hereby declares its understanding and intent that the burden of the covenants set forth herein touch and concern the land and that the Developer's interest in the Property is rendered less valuable thereby. Developer hereby further declares its understanding and intent that the agreement provides a public benefit in furtherance of benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the citizens of City and by furthering the health, safety, and welfare of the residents of City. 8. MISCELLANEOUS 8.1 Entire Agreement. This Agreement and all of its exhibits and attachments set forth and contain the entire understanding and agreement of the parties with respect to the matters set forth herein, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any 19 55394 QQJ04'41nncmi i City Council 12 — 149 7/16/2024 EXHIBIT 3 proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 8.2 Amendment. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance approved by the City Council, and signed on behalf of each party. Any requested alteration, change or modification of the Agreement by Developer shall require the payment of fees or deposit by Developer to City, as applicable, for the City's review of the request. Each alteration, change, or modification to this Agreement shall be recorded against the Property in the Official Records of Orange County, California. 8.3 Notices. 8.3.1 Delivery. As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) two (2) days after deposit in the United States mail in a sealed envelope, first class mail and postage prepaid, and addressed to the recipient named below; or (iv) one (1) day after deposit with a known and reliable next -day document delivery service (such as Federal Express), charges prepaid and delivery scheduled next -day to the recipient named below, provided that the sending party receives a confirmation of delivery from the delivery service provider; or (v) the first business day following the date of transmittal of any facsimile, provided confirmation of successful transmittal is retained by the sending Party; or (vi) upon transmission thereof (as evidenced by the recipient's reply to such notice or other competent evidence of actual receipt) if transmitted by electronic transmission (email), provided that a copy of such notice is concurrently sent by first-class mail postage prepaid. All notices shall be addressed as follows: If to City: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attention: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 If to Developer: Habitat for Humanity of Orange County 2200 S. Ritchey Street Santa Ana, CA 92705 Attn: Executive Director 20 55394 QQJ04'41nncmi i City Council 12 — 150 7/16/2024 EXHIBIT 3 8.3.2 Change of Address. Either Party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 8.4 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 8.5 Interpretation and Governing Law. This Agreement and any dispute hereunder shall be governed and interpreted in accordance with the laws of the State of California without regard to conflict of law principles. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof. 8.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 8.7 Singular and Plural. As used herein, the singular of any word includes the plural, and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include the other as context so dictates. 8.8 Joint and Several Obligations. If at any time during the term of this Agreement the Property and/or Project is owned, in whole or in part, by more than one Developer, all obligations of such Developer under this Agreement shall be joint and several, and the default of any such Developer shall be the default of all such Developers. 8.9 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 8.10 Computation of Days. Unless otherwise specified in this Agreement or any Exhibit attached hereto, use of the term "days" shall mean calendar days. For purposes of this Agreement and all Exhibits attached hereto, "business days" shall mean every day of the week except Saturdays, Sundays, official State holidays as recognized in Government Code Section 19853(a) or successor statute, and any days in which Santa Ana City Hall is closed for business. 8.11 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. 8.12 Non -Discrimination in Employment. In performing its obligations under this Agreement, Developer shall not discriminate because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, reproductive health decisionmaking, medical condition, genetic information, marital status, sex, gender, gender identity, gender 21 55394 QQJ04'41nncmi i City Council 12 — 151 7/16/2024 EXHIBIT 3 expression, age, sexual orientation, or veteran or military status, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other related activities. Developer affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 8.13 Third Party Beneficiaries. No person or entity, other than City and Developer shall have any right of action based upon any provision of this Agreement. 8.14 Force Majeure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, pandemics as declared by federal, state, or local emergency resolution, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party's control (including the Party's employment force), court actions (such as restraining orders or injunctions), or other causes beyond the Party's control, including delays by any governmental entity (although the City may not benefit from this provision for a delay that results from City's failure to perform its obligations under this Agreement), or an insurance company of either party. If any such events shall occur, the term of this Agreement and the time for performance by either Party of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance. 8.15 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed hereunder by such benefited Party. 8.16 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof, and (c) is binding upon each Party and each successor in interest approved pursuant to this Agreement during ownership of the Property or any portion thereof. 8.17 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. 8.18 Jurisdiction and Venue. Any action at law or in equity under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 8.19 Project as a Public -Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the Project is a public -private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and 22 55394 QQJ04'41nncmi i City Council 12 — 152 7/16/2024 EXHIBIT 3 conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Developer is that of a government entity regulating the development of public -private property and the Developer of such property. 8.20 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and in the satisfaction of the Project and conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or the Project or to evidence or consummate the transactions contemplated by this Agreement. City hereby authorizes City Manager to take such other actions and negotiate and execute any additional agreements or amendments to this agreement as may be reasonably necessary or proper to fulfill the City's obligations under this Agreement. The City Manager may delegate her or his powers and duties under this Agreement to an authorized management level employee of the City. 8.21 Estoppel Certificate. Within ten (10) business days following a written request by any of the Parties, the other Party shall execute and deliver to the requesting Party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding Party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification, except as may be represented by the requesting Party, and that there are no uncured defaults in the performance of the requesting Party, except as may be represented by the requesting Party. 8.22 No Subordination. City's approval of the necessary land use entitlements that authorize Developer to develop, operate, and maintain the Project was based upon Developer's obligation to provide the Affordable Units pursuant to the State Density Bonus Law, City Density Bonus Ordinance, and the terms and conditions of this Agreement. For the Total Affordability Term, this Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property or any portion thereof. Developer expressly understands and acknowledges that state law requires preservation of affordability covenants in connection with the approval of this density bonus project. 8.22.1 Furthermore, the City will require each Homebuyer purchasing an Affordable Unit to execute an Affordable Housing Resale Restrictions and Notice of Affordability on Transfer of Property. The Affordable Housing Resale Restrictions and Notice of Affordability on Transfer of Property shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property or any portion thereof. 8.23 Attorneys' Fees and Costs. If either Party to this Agreement commences an action against the other Party to this Agreement arising out of or in connection with this Agreement, the 23 55394 QQJ04'41nncmi i City Council 12 — 153 7/16/2024 EXHIBIT 3 prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing Party. 8.24 Authority to Execute. The person or persons executing this Agreement on behalf of each Party warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind the Party to the performance of its obligations hereunder. {Signatures on following page) 24 55394 QQJ04'41nncmi i City Council 12 — 154 7/16/2024 EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have caused this Affordable Housing Regulatory Agreement and Declaration of Covenants and Restrictions to be executed on the date set forth at the beginning of this Agreement. DEVELOPER HABITAT FOR HUMANITY OF ORANGE COUNTY a California nonprofit religious corporation. By://, Name: Michael Valentine Title: PrPczHPnt R (.Pn 25 55394wsnimnnncmi City Council 12 — 155 7/16/2024 EXHIBIT 3 ATTEST: Jennifer L. Hall City Clerk Dated: APPROVED AS TO FORM: SONIA R. CARVALHO, City Attorney 4&k.- Matthew Cody Best, Best & Krieger Special Counsel for the City Dated: June 25, 2024 RECOMMENDED FOR APPROVAL: Michael L. Garcia Executive Director Community Development Agency Dated: July 9, 2024 CITY OF SANTA ANA Alvaro Nunez Acting City Manager Dated: 26 55394 QQJ04'41nncmi i City Council 12 — 156 7/16/2024 EXHIBIT 3 EXHIBITS Exhibit A: Legal Description of the Property Exhibit B: Affordable Housing Resale Restrictions Exhibit C: City Deed of Trust Exhibit D: City Promissory Note Exhibit E: Notice of Affordability Restrictions Exhibit F: Income Verification Form Exhibit G: Certification of Continued Occupancy 27 55394 QQJ04'41nncmi i City Council 12 — 157 7/16/2024 EXHIBIT 3 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY 5539^..-1-�A- A7- 1 City Council 12 — 158 7/16/2024 EXHIBIT 3 LEGAL DESCRIPTION Real property in the City of Santa Ana, County of Orange, State of California, described as follows: LOT 4 IN BLOCK A OF TRACT NO. 451, IN THE CITY OF SANTA ANA, AS PER MAP RECORDED IN BOOK 16, PAGE 41 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY. EXCEPTING THEREFROM THE WEST 7 FEET AND THE EAST 3 FEET. ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF SANTA ANA AS DESCRIBED IN DOCUMENT RECORDED FEBRUARY 25, 1983 AS INSTRUMENT NO. 83-84912 OF OFFICIAL RECORDS. APN: 405-101-37 City Council 12 — 159 7/16/2024 EXHIBIT 3 EXHIBIT B AFFORDABLE HOUSING RESALE RESTRICTIONS 5539^..-1-�A- A7- 1 City Council 12 — 160 7/16/2024 EXHIBIT 3 RECORDING REQUESTED BY, ) AND WHEN RECORDED MAIL TO: ) City of Santa Ana ) 20 Civic Center Plaza (M-37) ) Santa Ana, California 92702 ) Attn: Housing Manager ) This document is exempt from payment of a recording fee pursuant to Government Code Sections 27383 and 6103. AFFORDABLE HOUSING RESALE RESTRICTION (Conditions, Covenants, and Restrictions Affecting Real Property and the Resale, Ownership, Occupancy, Maintenance, and Other Matters Related to Real Property) This AFFORDABLE HOUSING RESALE RESTRICTION ("Restriction") is made as of , by ("Homebuyer") in favor of the CITY OF SANTA ANA, a charter city and municipal corporation ("City"). RECITALS A. Homebuyer has purchased a single family house located at , Santa Ana, California 9270, as such real property is more particularly described in "Exhibit A" attached hereto and incorporated herein ("Property"). B. Homebuyer and City have entered into that certain Homebuyer Loan Agreement ("Loan Agreement") dated of even date herewith, which is incorporated herein by reference and a copy of which is on file with City at its offices and is a public record, pursuant to which City has agreed for the Property to be sold to Homebuyer at an Affordable Sales Price by providing certain financial assistance for the Project, which benefits the Homebuyer ("Homebuyer Loan") and Homebuyer has agreed to subject the Property to certain conditions, covenants and restrictions. Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Loan Agreement. C. Homebuyer and City desire and intend to restrict the Property and the improvements thereon in accordance with this Restriction to preserve its value for the benefit of Homebuyer, its successors and the surrounding neighborhood. Homebuyer agrees and acknowledges that these Restrictions are intended to implement and further the intent of the Regulatory Agreement Imposing Affordable Housing Covenants and Restrictions (Density Bonus) (hereafter, the "Regulatory Agreement"), entered into between City and Developer of the Property, which was recorded against the Affordable Unit to impose the conditions, covenants, and restrictions as set forth herein. These Restrictions shall be construed in accordance with the Regulatory Agreement and, in the event of a conflict, the provisions of the Regulatory Agreement shall control. City Council 12 — 161 7/16/2024 EXHIBIT 3 D. Homebuyer is a Low Income Household, as that term is defined in this Restriction. E. Homebuyer has represented to City that Homebuyer and Homebuyer's household intend to reside in the Property as Homebuyer's principal residence at all times during Homebuyer's ownership of the Property. NOW, THEREFORE, for good and valuable consideration, the parties agree as follows: 1. Definitions "Affordability Period" means that period of time commencing upon the Date of this Restriction and terminating on the forty-fifth (45th) anniversary of such date. "Affordable Housing Cost" means the purchase price for Moderate Income Households pursuant to California Health & Safety Code Section 50052.5, the implementing regulations of Sections 6920, 6924 and 6930 of Title 25 of the California Code of Regulations for Moderate Income Households Notwithstanding the provisions of this Restriction, if the Property is sold during the Affordability Period by Homebuyer to a Low Income Household, and the Sales Price does not exceed an "Affordable Housing Cost" to such Buyer, then so long as the Maker is not in default (either Ownership Default or Maintenance Default) of the Agreement, the Note may be assumed by the eligible Buyer by an assignment and assumption agreement that is reasonably acceptable to City. Upon the effective date of such assignment and assumption, the assigning Homebuyer shall no longer be liable for any further obligations under the Loan Agreement or this Restriction that accrue after the date of such assignment and assumption. In order to verify the Buyer's status as a Low Income Household, Homebuyer shall submit to the City the identity of the proposed Buyer and adequate information evidencing the income and household size of the proposed Buyer. Said income information shall be submitted together with the notice of proposed sale pursuant to Section 2 of the Loan Agreement not less than thirty (30) days prior to opening of escrow for the proposed sale and shall include original or true copies of pay stubs, income tax records or other financial documents in order that the City may determine and verify the household income of the proposed Buyer to determine whether the Buyer is a Low Income Household, and whether the Property is being transferred to such Buyer at an Affordable Housing Cost. If the City is unable to verify the Buyer's income as provided herein prior to the proposed sale, then the Buyer's income shall be deemed to exceed the maximum allowable income limit for Eligible Persons and Families. "City" means the City of Santa Ana, California, a California municipal corporation, and the City's successors and assigns. "County" means the County of Orange, California. "Date of this Restriction" means the date in the first paragraph of this Restriction. "Default" means the failure of a party to perform any action or covenant required by this Restriction within the time periods provided herein following notice and opportunity to cure. 2 EXHIBIT B City Council 12 — 162 7/16/2024 EXHIBIT 3 The term default also includes an Ownership Default and a Maintenance Default as more fully defined and described herein. Notwithstanding the foregoing for purposes of acceleration of the Homebuyer Loan, or initiation of foreclosure proceedings there shall be a distinction between the types of default hereunder, including an "Ownership Default" and a "Maintenance Default." The term "Ownership Default" means the failure of Homebuyer to perform any action or covenant required by the Affordable Housing Resale Restriction related to ownership, owner -occupancy, lien priority, and restrictions on sale and resale of the Property subject to the notice and opportunity to cure provisions set forth herein. A default of any obligation secured by the First Lien shall be a cross -default and also constitute an Ownership Default. The term "Maintenance Default" means the failure of Homebuyer to perform any action or covenant required by Restriction relating to a "Maintenance Deficiency," including the ongoing upkeep, maintenance, and use of the Property in decent, safe, sanitary, clean, and neighborly manner, subject to the notice and opportunity to cure provisions set forth herein (and expressly excluding an Ownership Default). "Developer" means Habitat for Humanity of Orange County, a non-profit public benefit corporation. "First Lien" means the lien of the institution making the purchase money mortgage loan to Homebuyer for the purchase of the Property. "Homebuyer" means the person or persons set forth in the first paragraph of this Restriction, and their successors and assigns. "Legal Description" means the legal description of the Property which is attached hereto as Exhibit A and incorporated herein. "Low Income" and "Low Income Households" means low income households as defined in Health & Safety Code Section 50079.5. "Notice of Intent to Transfer" means the Notice of Intent to Transfer attached hereto as Exhibit B and incorporated herein by reference. "Permitted Transfer" means any Transfer which is permitted pursuant to Section 4 hereof. "Prohibited Transfer" means any Transfer which is not permitted pursuant to Section 4 hereof. "Property" means that certain real property located at the street address set forth in Recital A and legally described in the Legal Description. "Purchase Agreement" means that certain agreement pursuant to which Homebuyer has agreed to purchase the Property from the Developer. "Request for Approval of*Proposed Transferee" means the Request for Approval of Proposed Transferee attached hereto as Exhibit B and incorporated herein. 3 EXHIBIT B City Council 12 — 163 7/16/2024 EXHIBIT 3 "Request for Notice" means the Request for Notice of Default attached hereto as Exhibit C and incorporated herein. "Restriction" means this Affordable Housing Resale Restriction. "Sales Price" means the sum to be paid by a Transferee for the Transfer of the Property. "Transfer" shall mean any sale, assignment, conveyance, lease or transfer, voluntary or involuntary, of any interest in the Property. Without limiting the generality of the foregoing, Transfer shall include (i) a transfer by devise, inheritance or intestacy to a party who does not meet the definition of a Low or Moderate Income Household; (ii) a life estate; (iii) creation of a joint tenancy interest; (iv) a gift of all or any portion of the Property; or (v) any voluntary conveyance of the Property. Transfer shall not include transfer to a spouse in a dissolution proceeding. "Transferee" shall mean any natural person or entity who obtains ownership or possessory rights in the Property pursuant to a Transfer. 2. Restrictions on Sale of Property. Homebuyer covenants and agrees that during the Affordability Period, each subsequent resale of the Property by the then -owner thereof shall be to a Low Income Household at an Affordable Housing Cost. 3. Homebuyer's Representations and Warranties as to the Sale of the Property to Homebuyer. Homebuyer represents and warrants to City that the financial and other information which Homebuyer has provided to City with respect to Homebuyer's income and the purchase price of the Property was true and correct at the time such information was provided, and remains true and correct as of the Date of this Restriction. 4. Permitted Sales of the Property. City hereby permits sales of the Property to proposed Transferees who are Low Income Households, and are approved in accordance with this Section 4, provided the Sales Price does not exceed an Affordable Housing Cost to such proposed Transferee ("Permitted Transfers"). In the event that Homebuyer desires to Transfer the Property during the Affordability Period, prior to the Transfer the owner shall notify City by delivering a Notice of Intent to Transfer to City, which shall indicate the identity of the proposed Transferee who desires to purchase the Property, whether the purchaser is a Low Income Household, and whether the sales price is at an Affordable Housing Cost. In addition to Homebuyer's and the proposed Transferee's delivery of the Notice of Intent to Transfer, the following procedure shall apply: a. Notice to City. Homebuyer shall send the Notice of Intent to Transfer to City at the address set forth in Section 24. b. Qualification of Proposed Transferee. The proposed Transferee shall provide City with sufficient information in the form provided by City including without limitation, a certification as to the income and family size of the proposed Transferee, for City to determine if the proposed Transferee is a Low or Moderate Income Household, and the purchase price is at an Affordable Housing Cost. 4 EXHIBIT B City Council 12 — 164 7/16/2024 EXHIBIT 3 C. Certificates from Parties. Homebuyer and proposed Transferee each shall certify in writing, in a form acceptable to City, that the Transfer shall be closed in accordance with, and only with, the terms of the sales contract and other documents submitted to and approved by City and that all consideration delivered by the proposed Transferee to owner has been fully disclosed to City. The written certificate shall also include a provision that in the event a Transfer is made in violation of the terms of this Restriction or false or misleading statements are made in any documents or certificate submitted to City for its approval of the Transfer, City shall have the right to file an action at law or in equity to make the parties terminate and/or rescind the sales contract and/or declare the sale void notwithstanding the fact that the Transfer may have closed and become final as between Homebuyer and Transferee. d. Written Consent of City Required Before Transfer. During the Affordability Period, the Property, and any interest therein, shall not be conveyed by any Transfer except with the express written consent of City, which consent shall be given only if the Transfer is in accordance with the provisions of this Restriction. This provision shall not prohibit the encumbering of title for the sole purpose of securing financing of the purchase price of the Property. e. Notice of Prohibited Transfer. Within twenty (20) days after receiving notification of a proposed Transfer in accordance with Section 4a., City shall determine and give notice to Homebuyer as to whether the proposed Transfer is a Permitted Transfer or Prohibited Transfer, or whether the Transfer would cause an acceleration of the Note. In the event that the proposed Transfer is a Prohibited Transfer, such notice to Homebuyer shall specify the nature of the Prohibited Transfer. If the violation is not corrected to the satisfaction of City within ten (10) days after the date of the notice, or within such further time as City determines is necessary to correct the violation, City may declare a Default under this Restriction. Upon the declaration of a Default, City may apply to a court of competent jurisdiction for specific performance of this Restriction, for an injunction prohibiting a proposed sale or Transfer in violation of this Restriction, for a declaration that the Prohibited Transfer is void, or for any such other relief as may be appropriate. f. Delivery of Documents. Upon the close of the proposed Transfer, Homebuyer and Transferee, as applicable, shall provide the City with a copy of the final sales contract, settlement statement, escrow instructions, all certificates required by this Section 4 and any other documents City may request. 5 EXHIBIT B City Council 12 — 165 7/16/2024 EXHIBIT 3 5. Encumbrances. a. Subordination. Except as provided otherwise herein, the provisions of the Loan Agreement, this Restriction, the Notice of Affordability Restrictions and the City Deed of Trust and Rider, the obligations herein and therein, shall be subordinate only to the First Lien on the Property and, if applicable, other loan(s) as approved by the Executive Director, including lien instruments that secure other Homebuyer purchase money and/or down payment assistance, including without limitation City, State of California, or federal affordable housing programs, which liens shall not impair the rights under the First Lien in the event of default under the First Lien by Homebuyer. Such remedies under the First Lien include the right of foreclosure or acceptance of a deed or assignment in lieu of foreclosure. If title to the Property is transferred by foreclosure or acceptance of a deed in lieu of foreclosure, or assignment of the First Lien to the Secretary of the Department of Housing and Urban Development, the Loan Agreement, this Restriction, and City Deed of Trust shall be automatically terminated and shall have no further effect as to the Property or any Transferee thereafter. However, in no event shall the Loan Agreement, the City Deed of Trust, and this Affordable Housing Resale Restriction, be subordinate to any First Lien on the Property securing a loan with provisions which allow negative amortization, or to refinancing of the lien of the First Lien for a loan amount in excess of the sum of the then current loan balance secured by the First Lien and loan closing costs. b. Request for Notice of Default. City may cause a Request for Notice to be recorded on the Property subsequent to the recordation of the First Lien deed of trust or mortgage requesting a statutory notice of default as set forth in California Civil Code Section 2924b. A form of a Request for Notice is attached hereto as Exhibit C and incorporated herein. C. Further Encumbrances. Homebuyer agrees that it shall not record or cause the recordation of any deed of trust ("Further Encumbrance") securing a note having an original principal sum which, when added to the sum of the principal amount(s) of any notes secured by any deeds of trust against the Property as of the date of recordation of the Further Encumbrance, exceeds one hundred percent (100%) of the fair market value of the Property. 6. Reserved. 7. Uses. Homebuyer covenants and agrees to devote, use and maintain the Property in accordance with this Restriction. All uses conducted on the Property, including, without limitation, all activities undertaken by Homebuyer pursuant to this Restriction, shall conform to all applicable provisions of the Santa Ana Municipal Code, and the recorded documents pertaining to and running with the Property. 8. Nondiscrimination Covenants. Homebuyer covenants by and for itself, its successors and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or 6 EXHIBIT B City Council 12 — 166 7/16/2024 EXHIBIT 3 practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land. All deeds, leases or contracts relating to the Property, or any part thereof, shall contain or be subject to substantially the following non-discrimination or non -segregation clauses: (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased." (c) In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises which are the subject of this Agreement, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." 7 EXHIBIT B City Council 12 — 167 7/16/2024 EXHIBIT 3 The covenants established in this Section 8 shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and shall remain in effect in perpetuity. 9. Maintenance of Property. Homebuyer shall maintain the improvements and landscaping on the Property in a manner consistent with community standards which will uphold the value of the Property, in accordance with the Santa Ana Municipal Code. Homebuyer also agrees to comply with all applicable federal, state and local laws. a. Exterior Maintenance. Except as to be maintained by the homeowners association, as applicable, all exterior, painted surfaces of any structures located on the Property shall be maintained at all times in a clean and good condition. Any defacing marks shall be cleaned or removed within a reasonable period of time. b. Front and Side Exteriors. Except as to be maintained by the homeowners association, as applicable, Homebuyer shall at all times maintain the front exterior, any visible side exteriors, and yards, if any, in a clean, safe and presentable manner. C. Graffiti Removal. All graffiti and defacement of any type, including but not limited to marks, words and pictures, shall be promptly removed from the Property within two (2) days of the time they were made and any necessary painting or repair completed in a timely and expeditious manner after notice thereof, whichever is less. d. No Nuisance. Homebuyer shall not maintain, cause to be maintained, or allow to be maintained on or about the Property any public or private nuisance, including without limitation, the conduct of criminal activities set forth in the nuisance abatement provisions of the Uniform Controlled Substances Act (Health & Safety Code Sections 11570, et seq.) or the Street Terrorism Enforcement and Prevention Act (Penal Code Sections 186.22 et seq.), or any successor statute or law. 10. Occupancy Standards. The Property shall be used as the principal personal residence of Homebuyer and Homebuyer's immediate family/household and for no other purpose. Homebuyer shall not enter into an agreement for the rental or lease of all or any part of the Property. Homebuyer shall not rent out a room or rooms at the Property. Homebuyer may request a temporary waiver of the foregoing requirement in the event of extreme hardship requiring Homebuyer to move to another geographical area or to less expensive housing, including, for example and without limitation, transfer of job location, loss of job, or unexpected major expenses. City may approve or disapprove such request in its sole discretion, and may require as a condition of approval that Homebuyer only rent the Property to Eligible Low Income Households at an affordable rent (as defined in Section 50052.5 and 50053 of the California Health & Safety Code.) Subject to applicable state or federal law, the standard occupancy for the Property shall be consistent with the Regulatory Agreement. Homebuyer shall, upon demand by City, submit to City an affidavit of occupancy verifying Homebuyer's compliance with this Section 10. Such affidavit may be required by City on an annual basis. 8 EXHIBIT B City Council 12 — 168 7/16/2024 EXHIBIT 3 11. Effect of Violation of the Terms and Provisions of this Restriction. a. In General. The covenants established in this Restriction shall, without regard to technical classification and designation, be binding for the benefit and in favor of City, its successors and assigns, as to those covenants which are for its benefit. The covenants contained in this Restriction shall remain in effect for the periods of time specified herein. The covenants against discrimination shall remain in effect in perpetuity. City is deemed the beneficiary of the terms and provisions of this Restriction and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Restriction and the covenants running with the land have been provided. This Restriction and the covenants herein shall run in favor of City, without regard to whether City has been, remains or is an owner of any land or interest therein in the Property or in the Project Area. City shall have the right, if the Restriction or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Restriction and covenants may be entitled. b. Acceleration. The whole of the Note Amount (as defined in Section 1.2.b. of the Loan Agreement) and all other payments due under the Homebuyer Loan shall become due and immediately payable to City by Homebuyer upon the occurrence of any one of the following events of acceleration: (i) Homebuyer, in Homebuyer's sole discretion, elects to Transfer the Property for a price in excess of an Affordable Housing Cost, and Transfers the Property; (ii) Homebuyer makes a Prohibited Transfer of title to or any interest in the Property in violation of this Restriction; (iii) Homebuyer refinances any lien or encumbrance to which City Deed of Trust is subordinate (each such lien, a "First Lien") for a loan amount in excess of the then current loan balance secured by such lien or encumbrance and loan closing costs; (iv) Homebuyer fails to occupy the Property as Homebuyer's principal residence pursuant to Section 7 of the Regulatory Agreement or is in Default of any other obligation under the Loan Agreement; (v) Homebuyer has an Ownership Default violating any affordable housing terms or provisions of this Restriction. 12. Hardship. At the request of Homebuyer, and for a specific occasion, City may, in its sole and absolute discretion, in writing waive the requirements of Section 11, subparagraph (b) and defer repayment and/or extend the term of the Note. Any waiver or deferment shall be on a case -by -case basis, and no future rights for waiver or deferment shall arise or be implied. Notwithstanding the foregoing, Homebuyer may, upon written approval by City, refinance any First Lien with a fixed rate loan for a loan amount equal to or less than the then current loan balance secured by such First Lien with no reduction in term. 13. Reserved. 9 EXHIBIT B City Council 12 — 169 7/16/2024 EXHIBIT 3 14. Compliance with Laws; Governing Law. Homebuyer hereby agrees to comply with all applicable ordinances, rules, and regulations of City. Nothing herein is intended to be, nor shall it be deemed to be, a waiver of any City ordinance, rule, or regulation. This Restriction shall be governed by the laws of the State of California. Any legal action brought under this declaration must be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court in the Central District, Santa Ana Division. 15. Indemnification. Homebuyer shall pay for, defend, indemnify and hold harmless City and the City and their respective officers, officials, agents, employees, representatives, and volunteers from and against any loss, liability, claim, or judgment relating in any manner to Homebuyer's use of the Property or Homebuyer's violation of this Restriction. Homebuyer shall remain fully obligated for the payment of taxes, liens and assessments related to the Property. There shall be no reduction in taxes for Homebuyer, nor any transfer of responsibility to City to make such payments, by virtue of this Restriction. 16. Insurance. Homebuyer shall maintain, during the term of this Restriction, an all-risk property insurance policy insuring the Property in an amount equal to the full replacement value of the structures on the Property. The policy shall contain a statement of obligation on behalf of the carrier to notify the City of any material change, cancellation or termination of coverage at least thirty (30) days in advance of the effective date of such material change, cancellation or termination. Homebuyer shall transmit a copy of the certificate of insurance to City within thirty (30) days of the effective date of this Restriction, and Homebuyer shall annually transmit to City a copy of the certificate of insurance, signed by an authorized agent of the insurance carrier setting forth the general provisions of coverage. The copy of the certificate of insurance shall be transmitted to City at the address set forth in Section 24 hereof. The form, content and issuer of any certificate of insurance approved by City. 17. Defaults. Failure or delay by either party to perform any term or provision of this Restriction which is not cured within thirty (30) days after receipt of notice from the other party constitutes a default under this Restriction; provided, however, that if such default is of the nature requiring more than thirty (30) days to cure, the defaulting party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion. The party who so fails or delays must immediately commence to cure, correct or remedy such failure or delay, and shall complete such cure, correction or remedy with diligence. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against further damages, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 18. Non -Waiver. Failure to exercise any right City may have or be entitled to, in the event of default hereunder, shall not constitute a waiver of such right or any other right in the event of a subsequent default. 19. Further Assurances. Homebuyer shall execute any further documents consistent with the terms of this Restriction, including documents in recordable form, as City shall from 10 EXHIBIT B City Council 12 — 170 7/16/2024 EXHIBIT 3 time to time find necessary or appropriate to effectuate its purposes in entering into this Restriction. 20. Governing Law. Homebuyer hereby agrees to comply with all ordinances, rules and regulations of City and the City. Nothing in this Restriction is intended to be, nor shall it be deemed to be, a waiver of any City ordinance, rule or regulation. This Restriction shall be governed by the laws of the State of California. Any legal action brought under this Restriction must be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court in the Central District of California, Santa Ana Division. 21. Amendment of Restriction. No modification, rescission, waiver, release or amendment of any provision of this Restriction shall be made except by a written agreement executed by Homebuyer and City. 22. City May Assign. City may, at its option, assign its rights hereunder without obtaining the consent of Homebuyer. 23. Homebuyer Assignment Prohibited. In no event shall Homebuyer assign or transfer any portion of this Restriction without the prior express written consent of City, which consent shall be given by City only in the event that City determines that the assignee or transferee is a Low or Moderate Income Household, that the assignee's or transferee's monthly housing payments are at an Affordable Housing Cost, and that the assignee or transferee has expressly assumed this Restriction by execution of a written assignment document to be provided by City. This section shall not affect or diminish City's right to assign all or any portion of its rights hereunder. 24. Notices. Any notices, requests or approvals given under this Restriction from one party to another may be personally delivered or deposited with the United States Postal Service for mailing, postage prepaid, registered or certified mail, return receipt requested to the following address: To Homebuyer: Santa Ana, CA 92704 To City: Housing City City of Santa Ana 20 Civic Center Plaza (M-37) Santa Ana, California 92701 Attn: Housing Manager Either party may change its address for notice by giving written notice thereof to the other parry. 11 EXHIBIT B City Council 12 — 171 7/16/2024 EXHIBIT 3 25. Attorneys' Fees and Costs. In the event that any action is instituted to enforce payment or performance under this Restriction, the parties agree the non -prevailing party shall be responsible for and shall pay all costs and all attorneys' fees incurred by such prevailing party in enforcing this Restriction. 26. Entire Agreement. This Restriction, together with the Loan Agreement and all attachments thereto and hereto, constitutes the entire understanding and agreement of the parties. This Restriction integrates all of the terms and conditions mentioned herein or incidental thereto, and supersedes all prior negotiations, discussions and previous agreements between the City and Homebuyer concerning all or any part of the subject matter of this Restriction. [Signature block begins on follow page.] 12 EXHIBIT B City Council 12 — 172 7/16/2024 EXHIBIT 3 IN WITNESS WHEREOF, the parties have executed this Restriction as of the date set forth above. CITY: ATTEST: HOMEBUYER: CITY OF SANTA ANA By: By: City Clerk City Manager Dated: Dated: APPROVED AS TO FORM: City Attorney Dated: RECOMMENDED FOR APPROVAL: By: Executive Director Community Development Agency 13 EXHIBIT B City Council 12 — 173 7/16/2024 EXHIBIT 3 Exhibit A Legal Description 14 EXHIBIT B City Council 12 — 174 7/16/2024 EXHIBIT 3 EXHIBIT C CITY DEED OF TRUST 5539^..-1-�A- A7- 1 City Council 12 — 175 7/16/2024 EXHIBIT 3 DEED OF TRUST WITH ASSIGNMENT OF RENTS RECORDING REQUESTED BY, ) AND WHEN RECORDED MAIL TO: ) City of Santa Ana ) 20 Civic Center Plaza (M-37) ) Santa Ana, California 92702 ) Attn: Housing Manager ) This document is exempt from payment of a recording fee pursuant to Government Code Sections 27383 and 6103. DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED OF TRUST is made as of between herein called TRUSTOR, whose address is , herein called TRUSTEE, and the CITY OF SANTA ANA, a charter city and municipal corporation, herein called BENEFICIARY. WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of Santa Ana, County of Orange, State of California, described as: SEE EXHIBIT 1 ATTACHED HERETO AND MADE A PART HEREOF. together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) that Promissory Note dated concurrently herewith, made by Trustor in favor of Beneficiary, and extensions or renewals thereof, in the principal sum of $ , with the balance of the indebtedness, due and payable on occurrence of an event of acceleration as defined in the Promissory Note, (2) the performance of each agreement of Trustor incorporated by reference or contained herein, and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: 1 City Council 2 — 176 7/16/2024 EXHIBIT 3 COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Los Angeles T3878 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 S. Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 S. Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 S. Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 S. Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633 Kern 3756 690 Orange 7182 18 San Diego 1964 149774 Series 5 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B, (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Trustor also agrees to all terms set forth in Exhibit 2, 3 and 4, attached hereto and incorporated herein by reference. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him/her at the address hereinbefore set forth. TRUSTOR: City Council Exhibit �2 — 177 7/16/2024 EXHIBIT 3 EXHIBIT I TO DEED OF TRUST LEGAL DESCRIPTION Address: City Council Exhibit �2 — 178 7/16/2024 EXHIBIT 3 EXHIBIT 2 TO DEED OF TRUST The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof, not to commit, suffer or permit any act upon said property in violation of law; to cultivate irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary, the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) to pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation thereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. City Council Exhibit C 2 — 179 7/16/2024 EXHIBIT 3 (5) To Pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such monies received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof, join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance or any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as "the person or persons legally entitled thereto." (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. City Council Exhibit C 2 — 180 7/16/2024 EXHIBIT 3 (6) That upon default Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof, all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. City Council Exhibit C 2 — 181 7/16/2024 EXHIBIT 3 EXHIBIT 3 DO NOT RECORD REQUEST FOR FULL RECONVEYANCE TO ,TRUSTEE The undersigned is the legal owner and holder of the note or notes, and of all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed on payment to you of any sums owning owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same. Dated: Please mail Deed of Trust, Note and Reconveyance to Do not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made. DEED OF TRUST with power of sale TRUSTEE City Council Exhibit �2 — 182 7/16/2024 EXHIBIT 3 EXHIBIT 4 RIDER TO DEED OF TRUST This RIDER TO DEED OF TRUST is made and delivered pursuant to and in implementation of the Homebuyer Loan Agreement entered by and between the Trustor and the Beneficiary dated concurrently herewith ("Agreement"), a copy of which is on file as a public record with the Beneficiary at 20 Civic Center Plaza, Santa Ana, California 92701 and is incorporated herein by reference. Unless definitions of terms have been expressly set out at length herein, each term shall have the same definition as set forth in the Agreement. Trustor and Beneficiary further covenant and agree as follows: 1. Acceleration of Payment. The whole of the Note Amount and all other payments due hereunder and under the Agreement shall become due and be immediately payable to the Beneficiary by the Trustor upon the occurrence of any one of the following events of acceleration: (a) the sale or transfer of the Property (or any part thereof) by any means, including, without limitation, the lease, exchange or other disposition of the Property or any interest therein, whether voluntary or involuntary, except (A) a sale of the Property to a qualified Low Income Household at an Affordable Housing Cost with the Beneficiary's prior written approval accomplished in strict conformity with Section 4 of the Agreement, or (B) the transfer of the Property solely as a result of the marriage, divorce, incompetence or death of one or more individuals constituting the Trustor, so long as the transferee(s) give written notice supported by reasonable evidence of such event to the Beneficiary within thirty (30) days of its occurrence and the transferee(s) assume(s) the Trustor's obligations under the Agreement, by execution of an assignment and assumption agreement to be provided by the Beneficiary, or (C) a sale or transfer which under federal law would not, by itself, permit the Beneficiary to exercise a due on sale or due on encumbrance clause; (b) the Trustor refinances any purchase money lien or encumbrance to which the Authority Deed of Trust is subordinate (each such lien, a "First Lien") for a loan amount in excess of the then current loan balance secured by such lien or encumbrance and loan closing costs; and/or (c) the Trustor fails to own and occupy the Property as their principal residence pursuant to Section 7 of the Agreement or is in Ownership Default as defined in Section 18 of the Agreement. At the request of the Trustor, and for a specific occasion, the Beneficiary may, in its sole and absolute discretion, in writing waive the requirements of these subparagraphs. Any waiver or deferment shall be on a case by case basis, and no future rights for waiver or deferment shall arise or be implied. Notwithstanding the foregoing, the Trustor may, upon prior written approval by the Beneficiary, refinance any First Lien for a loan amount equal to or less than the then current loan balance secured by such First Lien. 2. Reserved. City Council Exhibit C 2 — 183 7/16/2024 EXHIBIT 3 3. Sale to Low Income Household. During the Affordability Period, the Note Amount will not become due and payable, if Trustor sells or otherwise conveys the Property to a Low Income Household at an Affordable Sales Price (an "Eligible Household"), and the purchaser assumes the Note and the Agreement by an assignment and assumption agreement which is reasonably acceptable to the Beneficiary. For the purposes of this Authority Deed of Trust, the Note, and the Agreement, "Low Income" and "Low Income Households" means low income households as defined in Health & Safety Code Section 50079.5. 3.1 Affordable Sales Price and Affordable Housing Cost — Low Income Household. "Affordable Housing Cost" shall be as defined in Health & Safety Code Section 50052.5 (or its successor statute) and the implementing regulations thereto promulgated by the Housing and Community Development Department of the State of California. Notwithstanding the provisions of this Section 3, if the Property is sold during the Affordability Period by the Trustor to a Low Income Household and the Affordable Sales Price does not exceed an "Affordable Housing Cost" to such Buyer, then so long as the Trustor is not in default (either Ownership Default or Maintenance Default) of the Agreement, this Note may be assumed by the eligible Buyer by an assignment and assumption agreement which is reasonably acceptable to the Beneficiary. Upon the effective date of such assignment and assumption, the assigning Trustor shall no longer be liable for any further obligations under the Agreement, the Note or the City Deed of Trust that accrue after the date of such assignment and assumption. In order to verify the Buyer's status as a Low Income Household, the Trustor shall submit to the Beneficiary the identity of the proposed Buyer and adequate information evidencing the income and household size of the proposed Buyer. Said income information shall be submitted together with the notice of proposed sale pursuant the Agreement not less than thirty (30) days prior to opening of escrow for the proposed sale and shall include original or true copies of pay stubs, income tax records or other financial documents in order that the Holder may determine and verify the household income of the proposed Buyer to determine whether the Buyer is a Low Income Household, and whether the Property is being transferred to such Buyer at an Affordable Housing Cost. If the Holder is unable to verify the Buyer's income as provided herein prior to the proposed sale, then the Buyer's income shall be deemed to exceed the maximum allowable income limit for Eligible Persons and Families. 4. Subordination. Except as provided otherwise herein, the provisions of the Agreement, the Notice of Affordability Restrictions, this Rider and Deed of Trust, and the Affordable Housing Resale Restriction, and the obligations therein, shall be subordinate only to the First Lien on the Property held by the Lender and, if applicable, other loan(s) as approved by the Executive Director, including lien instruments that secure other homebuyer purchase money and/or downpayment assistance, including without limitation City, State of California, or federal affordable housing programs, which liens shall not impair the rights of Lender, or Lender's assignee or successor in interest or the City, if applicable, to exercise their remedies under the First Lien in the event of default under the First Lien by the Homebuyer. Such remedies under the First Lien include the right of foreclosure or acceptance of a deed or assignment in lieu of City Council Exhibit C 2 — 184 7/16/2024 EXHIBIT 3 foreclosure. If title to the Property is transferred by foreclosure or acceptance of a deed in lieu of foreclosure, or assignment of the First Lien to the Secretary of the Department of Housing and Urban Development, this Agreement and the Authority Deed of Trust shall be automatically terminated and shall have no further effect as to the Property or any transferee thereafter. However, in no event shall this Agreement, the Deed of Trust, and the Affordable Housing Resale Restriction, be subordinate to any First Lien on the Property securing a loan with provisions which allow negative amortization, or to refinancing of the lien of the First Lien for a loan amount in excess of the sum of the then current loan balance secured by the First Lien and loan closing costs. Trustor agrees it shall instruct the Escrow Agent for the acquisition of the Property by Trustor that the order of recording in the escrow for the purchase of the Property by Trustor shall occur as follows: (1) the Grant Deed, (2) the First Lien; (3) other affordable housing loan(s), if applicable; (4) the Affordable Housing Resale Restriction; (5) the Notice of Affordability Restrictions and (6) the Deed of Trust. City shall cause a Request for Notice of Default to be recorded on the Property subsequent to the recordation of the First Lien deed of trust or mortgage requesting a statutory notice of default as set forth in the California Civil Code Section 2924b, and shall cause a request for Notice of Delinquency to be recorded on the Property subsequent to the recordation of the First Lien deed of trust or mortgage. IN WITNESS WHEREOF, Trustor has executed this Rider to Deed of Trust as of the date set forth below. TRUSTOR/HOMEBUYER: City Council Exhibit �2 — 185 7/16/2024 EXHIBIT 3 EXHIBIT D CITY PROMISSORY NOTE 5539^..-1-�A- A7- 1 City Council 12 — 186 7/16/2024 EXHIBIT 3 PROMISSORY NOTE SECURED BY DEED OF TRUST Date: Property Address: Street, Santa Ana, CA 9270 Santa Ana, California FOR VALUE RECEIVED, the undersigned , (the "Maker" or "Homebuyer") promises to pay to the CITY OF SANTA ANA, a public body, corporate and politic (the "Holder") at 20 Civic Center Plaza, Santa Ana, California 92701, or at such other address as the Holder may direct from time to time in writing, the sums specified in the terms and provisions of this Promissory Note as the "Note Amount". 1. Loan Agreement. This Promissory Note Secured by Deed of Trust (this "Note") is made and delivered pursuant to and in implementation of the Homebuyer Loan Agreement entered into by and between the Holder and the Maker dated concurrently herewith ("Agreement"), a copy of which is on file as a public record with the Holder. The Agreement is incorporated herein by this reference. The Maker acknowledges that but for the execution of this Note, the Holder would not enter into the Agreement or make the loan contemplated therein. Unless definitions of terms have been expressly set out at length herein, each term shall have the same definition as set forth in the Agreement. 2. Term. The term of the Note shall be forty-five (45) years from the Homebuyer Loan Date ("Term"). 3. Note Amount. The sums due and payable pursuant to the terms and provisions of this Note consists of the Homebuyer Loan Amount (the "Note Amount"). Maker shall pay to the City the principal amount of Dollars ($) (the "Homebuyer Loan Amount"), with zero percent (0%) interest thereon. [The Homebuyer Loan Amount shall be determined as the difference between the Affordable Sales Price and the fair market value of the Property, as determined in accordance with the Homebuyer Loan Agreement and the Regulatory Agreement Imposing Affordable Housing Covenants and Restrictions (Density Bonus), which restricts the sale and resale of Affordable Units.] 4. Homebuyer Loan Amount; Interest Deferred Until Acceleration. The Homebuyer Assistance Loan Amount shall accrue zero percent (0%) interest unless and until an event of acceleration occurs as set forth in Section 6. 5. Homebuyer Loan Amount; Time of Payment. In the event that the Homebuyer Loan Amount does not become due and payable prior to the forty-fifth (45th) Anniversary ("Maturity Date") as set forth below in Section 6, the full amount of the Promissory Note shall be considered mature and the obligation to pay shall be extinguished as of the Maturity Date. 6. Acceleration. The whole of the Note Amount and all other payments due hereunder and under the Agreement shall become due and be immediately payable to the Holder by the Maker upon the occurrence of any one of the following events of acceleration: 1 City Council 12 — 187 7/16/2024 EXHIBIT 3 (a) the sale or transfer of the Property (or any part thereof) by any means, including, without limitation, the lease, exchange or other disposition of the Property or any interest therein, whether voluntary or involuntary, except (i) a sale of the Property to a qualified Low Income Household at an Affordable Housing Cost with the City's prior written approval accomplished in strict conformity with [Section 4] of the Agreement, or (ii) the transfer of the Property solely as a result of the marriage, divorce, incompetence or death of one or more individuals constituting the Homebuyer, so long as the transferee(s) give written notice supported by reasonable evidence of such event to the Authority within thirty (30) days of its occurrence and the transferee(s) assume(s) the Homebuyer's obligations under the Agreement, by execution of an assignment and assumption agreement to be provided by the Authority, or (iii) a sale or transfer which under federal law would not, by itself, permit the City to exercise a due on sale or due on encumbrance clause; (b) the Maker refinances any purchase money lien or encumbrance to which the City Deed of Trust is subordinate (each such lien, a "First Lien") for a loan amount in excess of the then current loan balance secured by such lien or encumbrance and loan closing costs; and/or (c) the Maker (and all co -signors and co -mortgagors, if any) fails to own and occupy the Property as their principal residence pursuant to [Section 7] of the Agreement or is in Ownership Default as defined in [Section 18] of the Agreement. At the request of the Maker, and for a specific occasion, the Holder may, in its sole and absolute discretion, in writing waive the requirements of these subparagraphs and defer repayment and/or extend the term of this Note. Any waiver or deferment shall be on a case by case basis, and no future rights for waiver or deferment shall arise or be implied. Notwithstanding the foregoing, the Maker may, upon prior written approval by the Holder, refinance any First Lien for a loan amount equal to or less than the then current loan balance secured by such First Lien. 7. Reserved. 8. Right of First Refusal. Homebuyer shall notify the Holder of any desire to sell the Property immediately. Homebuyer shall also immediately notify Developer (Habitat for Humanity of Orange County) as required by the terms of the Agreement and documents executed between Homebuyer and Developer provide Developer an option and the right of first refusal to purchase the Property. 9. Sale to Low Income Household at Affordable Housing Cost. During the Affordability Period, the Note will not become due and payable in connection with such sale, if the Maker sells or otherwise conveys the Property to an Eligible Household, and the purchaser assumes this Note and the Agreement by an assignment and assumption agreement which is reasonably acceptable to the Holder. 9.1 Affordable Housing Cost — Low Income Household. The Maker has qualified as and each eligible and qualified successor -in -interest to the Maker shall be a Low Income Household. The term "Affordable Housing Cost" as used herein and for each Homebuyer (and 2 City Council 12 — 188 7/16/2024 EXHIBIT 3 all successors thereto during the Affordability Period) shall be as defined in Health & Safety Code Section 50079.5 (or its successor statute) and the implementing regulations thereto promulgated by the Housing and Community Development Department of the State of California; provided, however, that the term Affordable Housing Cost shall include Monthly Housing Cost as defined in Section 6924 of Title 25 of the Regulations. Notwithstanding the provisions of this Section 9.1, if the Property is sold during the Affordability Period by the Maker to an Eligible Household, and the Sales Price does not exceed an "Affordable Housing Cost" to such Buyer, then so long as the Maker is not in default (either Ownership Default and/or Maintenance Default) of the Agreement, this Note may be assumed by the Eligible Household by an assignment and assumption agreement which is reasonably acceptable to the Holder. Upon the effective date of such assignment and assumption, the assigning Maker shall no longer be liable for any further obligations under the Agreement or this Note that accrue after the date of such assignment and assumption. In order to verify the Buyer's status as a Low Income Household, the Maker shall submit to the Holder the identity of the proposed Buyer and adequate information evidencing the income and household size of the proposed Buyer. Said income information shall be submitted together with the notice of proposed sale pursuant to Section 2 of the Agreement not less than thirty (30) days prior to opening of escrow for the proposed sale and shall include original or true copies of pay stubs, income tax records or other financial documents in order that the Holder may verify the household income of the proposed Buyer to determine whether the Buyer is a Low Income Household, and whether the Property is being transferred to such Buyer at an Affordable Housing Cost. If the Holder is unable to verify the Buyer's income as provided herein prior to the proposed sale, then the Buyer's income shall be deemed to exceed the maximum allowable income limit for an Eligible Household. 10. Security for Note. This Note shall be secured by a subordinate deed of trust and rider thereto of even date herewith encumbering the Property (the "City Deed of Trust"), executed by the Maker, as Trustor, in favor of the Holder, as beneficiary. 11. Prepayment of Note. The Maker may prepay this Note to the Holder, provided that any prepayment must be in full and not in part. Prepayment shall be treated in the same manner as refinancing of the Property. In any event, the Affordable Housing Resale Restrictions shall continue in full force and effect, notwithstanding such prepayment. 12. Holder May Assign. The Holder may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Maker. 13. Maker Assignment Prohibited. hi no event shall the Maker assign or transfer any portion of this Note, the Note Amount and/or the Agreement without the prior express written consent of the Holder, as provided in Section 9. 14. Joint and Several. The undersigned, if more than one, shall be jointly and severally liable hereunder. 15. Attorneys' Fees and Costs. hi the event that any action is instituted to enforce payment under this Note, the parties agree the non -prevailing party shall be responsible for and 3 City Council 12 — 189 7/16/2024 EXHIBIT 3 shall pay to the prevailing party all court costs and all attorneys' fees incurred in enforcing this Note. 16. Amendments. This Note may not be modified or amended except by an instrument in writing expressing such intention executed by the parties sought to be bound thereby, which writing must be so firmly attached to this Note so as to become a permanent part thereof. 17. Maker's Waivers. The Maker waives any rights to require the Holder to: (a) demand payment of amounts due (known as "presentment"), (b) give notice that amounts due have not been paid (known as "notice of dishonor"), and (c) obtain an official certification of nonpayment (known as "protest"). 18. Notice. Any notice that must be given to the Maker under this Note shall be given by personal delivery or by mailing it by certified mail addressed to the Maker at the Property address above or such other address, as Maker shall direct from time to time in writing. Failure or delay in giving any notice required hereunder shall not constitute a waiver of any default or late payment, nor shall it change the time for any default or payment. Any notice to the Holder shall be given by certified mail at the address stated above. 19. Successors Bound. This Note shall be binding upon the parties hereto and their respective heirs, successors and assigns. 20. Effect of Foreclosure. If title to the Property is transferred by foreclosure or acceptance of a deed in lieu of foreclosure, or assignment of the First Lien to the Secretary of the Department of Housing and Urban Development, the Agreement, the Affordable Housing Resale Restriction executed pursuant to the Agreement, Notice of Affordability Restrictions and the Authority Deed of trust shall be automatically terminated and shall have no further effect as to the Property or any transferee thereafter. IN WITNESS WHEREOF, Maker has executed this Note as of the date set forth below. MAKER and HOMEBUYER: LE 4 Exhibit 9 City Council 12 — 190 7/16/2024 EXHIBIT 3 EXHIBIT E NOTICE OF AFFORDABILITY RESTRICTIONS 5539^..-1-�A- A7- 1 City Council 12 — 191 7/16/2024 EXHIBIT 3 RECORDING REQUESTED BY, ) AND WHEN RECORDED MAIL TO: ) City of Santa Ana ) 20 Civic Center Plaza (M-37) ) Santa Ana, California 92702 ) Attn: Housing Manager ) This document is exempt from payment of a recording fee pursuant to Government Code Sections 27383 and 6103. NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY This Notice of Affordability Restrictions on Transfer of Property (or "Notice of Affordability Restrictions") is executed and recorded pursuant to the Regulatory Agreement Imposing Affordable Housing Covenants and Restrictions (Density Bonus), recorded on or about , 2024, in the Official Records of San Orange County, against that certain real property generally located at .in the City of Santa Ana, California ("City") as legally described in Exhibit A hereto ("Property"). The City of Santa Ana, a charter city and municipal corporation ("City"), and (collectively "Homebuyer") have entered into that certain Homebuyer Loan Agreement dated concurrently herewith ("Homebuyer Loan Agreement"). 1. The Homebuyer Loan Agreement provides for affordability restrictions and restrictions on the transfer of the Property, as more particularly set forth in the Homebuyer Loan Agreement. A copy of the Homebuyer Loan Agreement is on file with City as a public record and is deemed incorporated herein. Reference is made to the Homebuyer Loan Agreement with regard to the complete text of the provisions of such agreement and all defined terms therein, which provides for affordability restrictions and restrictions on the transfer of the Property. 2. The Homebuyer Loan Agreement generally provides for City to lend to Homebuyer and for Homebuyer to borrow from City a loan in order to assist 1 City Council 12 — 192 7/16/2024 EXHIBIT 3 Homebuyer's purchase of the Property pursuant to the Program and subject to the terms and conditions set forth herein. For a period commencing upon the date on which Homebuyer acquires fee title to the Property and terminating on the forty- fifth (45th) anniversary thereof, the Property may only be transferred to another eligible, qualified Low Income Household at an Affordable Housing Cost; such restrictions are set forth at greater length in a document entitled Affordable Housing Resale Restriction (Conditions, Covenants, and Restrictions Affecting Real Property and the Resale, Ownership, Occupancy, Maintenance, and Other Matters Related to Real Property), substantially in the form of Exhibit "D" to the Homebuyer Loan Agreement ("Affordable Housing Resale Restriction"), which has been entered into by and between City and Homebuyer, and which is expected to be recorded substantially concurrently herewith among the Official Records of Orange County, California. The Affordable Housing Resale Restriction and the Homebuyer Loan Agreement are deemed to be incorporated herein by reference. 3. Section 4 of the Affordable Housing Resale Restriction provides as follows: "4. Permitted Sales of the Property. City hereby permits sales of the Property to proposed Transferees who are Low Income Households, and are approved in accordance with this Section 4, provided the Sales Price does not exceed an Affordable Housing Cost to such proposed Transferee ("Permitted Transfers"). In the event that Homebuyer desires to Transfer the Property during the Affordability Period, prior to the Transfer the owner shall notify City by delivering a Notice of Intent to Transfer to City, which shall indicate the identity of the proposed Transferee who desires to purchase the Property, whether the purchaser is a Low or Moderate Income Household, and whether the sales price is at an Affordable Housing Cost. In addition to Homebuyer's and the proposed Transferee's delivery of the Notice of Intent to Transfer, the following procedure shall apply: a. Notice to City. Homebuyer shall send the Notice of Intent to Transfer to City at the address set forth in [Section 28] of the Loan Agreement. b. Qualification of Proposed Transferee. The proposed Transferee shall provide City with sufficient information in the form provided by City including without limitation, a certification as to the income and family size of the proposed Transferee, for City to determine if the proposed Transferee is a Low Income Household, and the purchase price is at an Affordable Housing Cost. 2 City Council 12 — 193 7/16/2024 EXHIBIT 3 C. Certificates from Parties. Homebuyer and proposed Transferee each shall certify in writing, in a form acceptable to City, that the Transfer shall be closed in accordance with, and only with, the terms of the sales contract and other documents submitted to and approved by City and that all consideration delivered by the proposed Transferee to owner has been fully disclosed to City. The written certificate shall also include a provision that in the event a Transfer is made in violation of the terms of this Restriction or false or misleading statements are made in any documents or certificate submitted to City for its approval of the Transfer, City shall have the right to file an action at law or in equity to make the parties terminate and/or rescind the sales contract and/or declare the sale void notwithstanding the fact that the Transfer may have closed and become final as between Homebuyer and Transferee. d. Written Consent of City Required Before Transfer. During the Affordability Period, the Property, and any interest therein, shall not be conveyed by any Transfer except with the express written consent of City, which consent shall be given only if the Transfer is in accordance with the provisions of this Restriction. This provision shall not prohibit the encumbering of title for the sole purpose of securing financing of the purchase price of the Property. e. Notice of Prohibited Transfer. Within twenty (20) days after receiving notification of a proposed Transfer in accordance with Section 4a., City shall determine and give notice to Homebuyer as to whether the proposed Transfer is a Permitted Transfer or Prohibited Transfer, or whether the Transfer would cause an acceleration under the Note under Section l.f. of the Agreement, in which case, upon Homebuyer's payment of the Contingent Equity Participation Amount as set forth in Section 3 of the Agreement such Transfer would be deemed a Permitted Transfer. In the event that the proposed Transfer is a Prohibited Transfer, such notice to Homebuyer shall specify the nature of the Prohibited Transfer. If the violation is not corrected to the satisfaction of City within ten (10) days after the date of the notice, or within such further time as City determines is necessary to correct the violation, City may declare a Default under this Restriction. Upon the declaration of a Default, City may apply to a court of competent jurisdiction for specific performance of this Restriction, for an injunction prohibiting a proposed sale or Transfer in violation of this Restriction, for a declaration that the Prohibited Transfer is void, or for any such other relief as may be appropriate. f. Delivery of Documents. Upon the close of the proposed Transfer, Homebuyer and Transferee, as applicable, shall provide the City with a copy of the final sales contract, settlement statement, escrow instructions, all certificates required by this Section 4 and any other documents City may request." 3 City Council 12 — 194 7/16/2024 EXHIBIT 3 4. The restrictions contained in the Affordable Housing Resale Restriction commence upon the date on which Homebuyer acquires fee title to the Property and terminate on the forty-fifth (45th) anniversary thereof. 5 The commonly known address Street, Santa Ana, California 92701. for the Property is 6. The assessor's parcel number for the Property is APN 7. The legal description of the Property is attached hereto as Exhibit A, and is incorporated herein by reference. 8. The Affordable Housing Resale Restriction, which includes the affordability restrictions referenced above, is expected to be submitted for recordation in the Office of the Orange County Recorder contemporaneously with this Notice of Affordability Restrictions. 9. The Homebuyer Loan Agreement and the Affordable Housing Resale Restriction both remain in full force and effect and are not amended or altered in any manner whatsoever by this Notice of Affordability Restrictions. 10. Capitalized terms shall have the meaning established under the Homebuyer Loan Agreement (including all Attachments thereto) excepting only to the extent as otherwise expressly provided under this Notice of Affordability Restrictions. 11. Persons having questions regarding this Notice of Affordability Restrictions, the Homebuyer Loan Agreement or the Attachments thereto (including the Affordable Housing Resale Restriction) should contact City at its offices (20 Civic Center Plaza, Santa Ana, California 92701, or such other address as may be designated by City from time to time). HOMEBUYER: 0 4 City Council 12 — 195 7/16/2024 EXHIBIT 3 CITY: ATTEST: CITY OF SANTA ANA By: By: City Clerk City Manager Dated: Dated: APPROVED AS TO FORM: City Attorney Dated: RECOMMENDED FOR APPROVAL: By: Executive Director Community Development Agency City Council 12 — 196 7/16/2024 EXHIBIT 3 EXHIBIT F INCOME VERIFICATION FORM 5539^..-1-�A- A7- 1 City Council 12 — 197 7/16/2024 EXHIBIT 3 EXHIBIT "F" INCOME VERIFICATION FORM Inclusionary Unit Address: Head of Household (Print Name): Current Address (if different from above): Telephone Number: Home: Email address: Date of Birth: Work: Social Security # or TIN: Household Composition Cell: List All Household Members Living in the Inclusionary Unit Dependent Social Security # Name Sex Age (Y/N) or Taxpayer ID # List additional household members on a separate sheet of paper. Income Verification Form Page 1 Santa Ana, C;aI;WPA;@ City Council 12 — 198 7/16/2024 EXHIBIT 3 EXHIBIT "F" INCOME VERIFICATION FORM Monthly Gross Income * List All Sources of Income of All Household Members Living in the Inclusionary Unit Part 1: Earned Income Other Head of Household Household Members Total 1. Gross wages, before payroll deductions and $ $ $ including overtime pay, commissions, fees, tips and bonuses. 2. Net income from self employment, independent $ $ $ contractor work or a business. 3. Social security and any payments from annuities, $ $ $ insurance policies, pension/retirement funds, disability or death benefits received periodically. 4. Payment in lieu of earnings, such as $ $ $ unemployment, disability compensation, worker's compensation and severance pay. 5. Public assistance, welfare payments $ $ $ 6. Alimony, child support, other periodic allowances $ $ $ 7. Regular pay, special pay and allowances of $ $ $ members of the Armed Forces 8. Other $ $ $ Subtotal: Monthly Earned Income $ Total Monthly Earned Income x 12 = $ Total Annual Household Gross Earned Income Income Verification Form Page 2 Santa Ana, CaWfQPAW City Council 12 — 199 7/16/2024 EXHIBIT 3 EXHIBIT "F" INCOME VERIFICATION FORM Monthly Gross Income * List All Sources of Income of All Household Members Living in the Inclusionary Unit Part 2: Investment Income Total Other Adult Household Head of Household Investment Household Members Income 1. Interest paid on Bank and Savings accounts $ $ $ 2. Dividends and other payments from stocks and $ $ $ bonds 3. Income from real property (i.e. rental property) $ $ $ 4. Other (describe) $ $ $ Subtotal: Monthly Investment Income: $ Total Monthly Investment Income x 12 = $ Total Annual Household Investment Income *Note: The following items are not considered income: casual or sporadic gifts; amounts specifically for or in reimbursement of medical expenses; lump sum payments such as inheritances, insurance payments, capital gains and settlement for personal or property losses; educational scholarships paid directly to the student or educational institution; special pay to a serviceman head of family away from home and under hostile fire; relocation payments under federal, state or local law; foster child care payments; value of coupon allotments for purpose of food under Food Stamp Act of 1964 which is in excess of amount actually charged the eligible household; payments received pursuant to participation in the following programs: VISTA, Service Learning Programs, and Special Volunteer Programs, SCORE, ACE, Retired Senior Volunteer Program, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience. Income Verification Form Page 3 Santa Ana, CaWfQPAW City Council 12 — 200 7/16/2024 EXHIBIT 3 EXHIBIT "F" INCOME VERIFICATION FORM Assets ** List the Current Value of All Assets of All Household Members Living in the Inclusionary Unit If the Asset generates income, that income must be specified In Part 2 above Head of Household Other Adult Household Members Total Value of Value Value Assets 1. Bank and Savings accounts $ $ $ 2. Stocks and bonds $ $ $ 3. Real property (i.e. rental property) $ $ $ 4. Other (describe) $ $ $ Total Asset Value $ **Note: Necessary items, such as furniture and automobiles, used for personal use are excluded from household assets. Collections of items for hobby, investment or business purposes must be included in household assets. If the total value of household assets exceeds $5,000, the calculation of the household's annual income shall include the greater of the actual amount of income, if any, derived from all of the household assets; or 10% of the total value of the assets. Income Verification Form Page 4 Santa Ana, CaWfQPAW City Council 12 — 201 7/16/2024 EXHIBIT 3 EXHIBIT "F" INCOME VERIFICATION FORM If the total asset value exceeds $5,000, perform the calculations in the following table. If the total asset value is less than $5,000, the amount of investment income to be included in annual household income is $0. Calculation of Investment Income to be Included in Annual Household Income 1. Total Annual Household Investment Income $ 2. Total Asset Value $ x 10% $ The Greater of #1 or #2 = Investment Income to be Included in Annual Household Income $ Calculation of the Household's Total Annual Income Total Annual Household Gross Earned Income 1 $ Total Investment Income to be Included in Annual Household Income Total Household Income 1 $ Documentation Attach True Copies of the Relevant Documents Listed Below Paycheck stubs from three most recent pay periods Employment verification Three years Income tax returns for Title Holders Social security verification Alimony/child support verification Other (Describe) Bank/Savings account verification Self-employment verification Unemployment verification Welfare verification Disability income verification Income Verification Form Page 5 Santa Ana, raI;WPA;^ City Council 12 — 202 7/16/2024 EXHIBIT 3 EXHIBIT "F" 0aaII7_\Tlk0 This Affidavit is made with the knowledge that it will be relied upon by and the City of Santa Ana to determine maximum income for eligibility to purchase the Inclusionary Unit listed above. (1/we) warrant that all information set forth in this document is true, correct and complete and based upon information (1/we) deem reliable and based upon such investigation as (1/we) deemed necessary. (I/We) acknowledge that (1/we) have been advised that the making of any misrepresentation or misstatement in this affidavit will constitute a material breach of (my/our) purchase agreement and will additionally enable the seller to terminate the purchase contract and sell the Inclusionary Unit to another party. (I/We) do hereby swear under penalty of perjury that the foregoing statements are true and correct and that this affidavit has been executed as of the date specified below by each adult member of the household which intends to occupy an Inclusionary Unit located at Signature Printed Name Date ,Santa Ana, California. Executed at , Santa Ana, California Signature Date Printed Name Executed at , Santa Ana, California Affidavit Page 6 Santa Ana, Ca';'^P^;^ City Council 12 — 203 7/16/2024 EXHIBIT 3 EXHIBIT G CERTIFICATION OF CONTINUED OCCUPANCY 5539^..-1-�A- A7- 1 City Council 12 — 204 7/16/2024 EXHIBIT G EXHIBIT 3 CERTIFICATION OF CONTINUED OCCUPANCY Date: Owner(s) Name: Address: Santa Ana, CA We are the Owners of an Inclusionary Unit that was produced under the requirements of the City of Santa Ana Inclusionary Housing Ordinance. We understand and agree that the Inclusionary Unit must be used as our Primary Residence and for no other purpose. By this Certification, we declare under penalty of perjury that: We currently occupy the Inclusionary Unit; and We have occupied the Inclusionary Unit for at least ten (10) out of the past twelve (12) months; and We have not used the Inclusionary Unit for any other purpose than as our Primary Residence; and We are not renting or leasing any part of the Inclusionary Unit to another party. We have attached true and accurate copies of two utility bills or other documentation evidencing our continued occupancy of the Inclusionary Unit. We acknowledge that any intentional or negligent misrepresentation in this Certification may result in civil liability and/or criminal penalties including, but not limited to, fine or imprisonment, or both, and liability for monetary damages under the provisions of Title 18, United States Code, Section 100.1, et seq. City Council 12 — 205 7/16/2024 EXHIBIT G EXHIBIT 3 OWNER: Signature: Print Name: Date: SIGNATURE PAGE kill OCCUPANCY RECERTIFICATION FORM Signature: Print Name: Date: CO-OWNER: City Council 12 — 206 7/16/2024 EXHIBIT 4 RESOLUTION NO. 2024-XX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DENISTY BONUS AGREEMENT APPLICATION NO. 2024-01 AS CONDITIONED FOR A NEW FOR -SALE RESIDENTIAL DEVELOPMENT WITH SIX UNITS FOR THE PROPERTY LOCATED AT 1921 W. WASHINGTON AVENUE (APN: 405-101-37). 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. Habitat for Humanity of Orange County (Applicant & Property Owner) is requesting approval of Density Bonus Agreement (DBA) Application No. 2024-01 to facilitate the construction of a for -sale residential development (Project), consisting of six (6) units proposed as affordable to lower -income households earning less than 80 percent of the area median income (AMI) for the property located at 1921 W. Washington Avenue (Project Site). B. Applicant requests approval of this DBA under California Government Code § 65915 (the "Density Bonus Law") because the Project will operate as a common interest development and consists of 100% affordable for -sale units to lower -income households. C. Pursuant to Section 4100 of the California Civil Code, the Project meets the definition of a Common Interest Development, which includes a condominium project, as further defined in Section 4125 of the California Civil Code. Therefore, the project qualifies as a Housing Development, as defined in the California Government Code Section 65915 (i), and is eligible for a density bonus. D. As part of the overall process, the City and Applicant have entered into a Conditional Grant Agreement, pursuant to which, City agreed to provide a grant (the "Inclusionary Grant") in an amount up to Two Million Two Hundred Thousand Dollars ($2,200,000) to the Applicant for a residential homeownership project that involves construction of six (6) affordable housing units restricted for sale to low income households. E. As a condition of receiving the Inclusionary Grant, the Applicant agrees that a Regulatory Agreement Imposing Affordable Housing Covenants and Restrictions ("Density Bonus Agreement") shall be recorded against the Project Site prior to disbursement of any portion of the Inclusionary Grant Resolution No. 2024-XX f 12 City Council 12 — 207 7/1 24 EXHIBIT 4 and that the Project Site and Project shall be subject to the covenants and restrictions set forth in the Density Bonus Agreement. F. The total affordability term in the Density Bonus Agreement states that each affordable unit shall be restricted for sale to an eligible household for a total period of no less than forty-five (45) years. To maintain this project as a for sale project, the Applicant also requested and received approval of TTM No. 2023-05, for condominium purposes, ensuring that the project qualifies as a Housing Development, and the Project meets the definition of a Common Interest Development. G. The Project entails, among other improvements; (1) development of the Project Site with three duplex buildings with six (6) for -sale housing units proposed as affordable to lower -income households, 10,882 square -feet of total new floor area, and 15 onsite parking spaces; and (2) approval of Density Bonus Agreement (DBA) Application No. 2024-01. H. The California Density Bonus law allows developers to seek increases in base density for providing on -site housing units in exchange for providing affordable units on site. To help make constructing on -site affordable units feasible, the law allows developers to seek incentives/concessions or waivers that would help the project be built without significant burden and without detriment to public health. The Applicant's request has been thoroughly evaluated by the City's Development Review Committee (DRC) through Development Project No. 2023-12. Through this review, the DRC has considered the subject site, proposed development, and the Applicant's requests for incentives/concessions and waivers pursuant to the State's Density Bonus Law. J. The Project is entitled to a density bonus that will allow six (6) total residential units, developed as three (3) duplex buildings, based upon the restrictions set forth in the DBA to restrict the sale of the units to households that qualify as low income. Pursuant to the California Density Bonus law, a project's affordability level is determined by dividing the number of proposed affordable units by the allowable "base" density (i.e., 7 du/ac). Moreover, the law states that units added by a density bonus are excluded from the calculations. The base density for the 0.37-acre site at 7 du/ac is 3 units. All six units of the project are proposed to be affordable to low income households. Therefore, the project would have a 100-percent affordability rate. As such, State density bonus law allows the developer to request a density bonus of 80 percent. K. Section 41-1607 of the Santa Ana Municipal Code (SAMC) requires an application for a density bonus agreement containing deviations Resolution No. 2024-XX f 12 City Council 12 — 208 7/1 6ml4 EXHIBIT 4 (incentives/concessions and/or waivers) to be approved by the Planning Commission. L. On June 10, 2024, the Planning Commission of the City of Santa Ana held a duly noticed public hearing and at that time considered all testimony, written and oral and unanimously (5-0-0-2, with Commissioners Ramos and Oliva absent) recommended that the City Council approve Density Bonus Agreement No. 2024-01 as conditioned. As part of its actions, the Planning Commission also voted unanimously (5-0-0-2, with Commissioners Ramos and Oliva absent) to approve Tentative Tract Map (TTM) No. 2023-05 as conditioned. M. On July 16, 2024, at a regularly scheduled public meeting, the City Council of the City of Santa Ana considered Density Bonus Agreement (DBA) Application No. 2024-01 and at that time considered all comments, written, and oral. N. The City Council hereby determines that the following findings, which must be established in order to grant this Density Bonus Agreement application pursuant to SAMC Section 41-1607, have been established for Density Bonus Agreement No. 2024-01 to allow construction of the proposed project: That the proposed development will materially assist in accomplishing the goal of providing affordable housing opportunities in economically balanced communities throughout the city. The proposed development will provide six (6) residential for - sale units, all units are designated for lower -income households, contributing toward the City's housing stock to serve the needs of diverse and underserved populations. The area in which the project is proposed, the Two -Family Residential zone within the Artesia Pilar Neighborhood currently contains a mix of housing stock, including single- family residential and two to three unit duplexes/triplexes. The construction of this project will contribute toward an economically balanced community by providing housing for different income levels in an area rich with employment opportunities. 2. That the development will not be inconsistent with the purpose of the underlying zone or applicable designation in the general plan land use element. The proposed project is located in the Low Density Residential (LR-7) land use designation of the General Plan, which allows for development single-family and two-family dwelling units. Resolution No. 2024-XX f 12 City Council 12 — 209 7/1 4 EXHIBIT 4 The land use designation allows a mix of uses, including medium and medium -high density apartments, townhomes, garden- or motor -court homes, and neighborhood- serving commercial. The project proposes a density of 16.2 dwelling units per acre, exceeding the General Plan's LR-7 pursuant to the Density Bonus law, which allows developers to exceed the density permitted within the General Plan when providing affordable housing that meets specific conditions. Moreover, the project is consistent with several goals and policies in the general plan. Specifically, goals 1, 2, 3, and 4 of the Land Use Element and goals 1, 2, 3 of the Housing Element. Goal 1 of the Land Use Element (LU) encourage responsible growth by providing a land use plan that improves the quality of life and respects the existing community. Policy 1.1 of the LU asks that new projects foster compatibility between land uses to enhance livability and promote healthy life styles. Policy 1.2 and 1.5 of the LU encourage innovative development policies to expand homeownership opportunities at all income levels and quality infill residential development that provide a diversity of housing type for all income levels and age groups. Policy 1.8 of the LU encourages development tradeoff to ensure that new development project provide a net community benefit. Goal 2 of the LU supports the balance of land uses that meet Santa Ana's diverse needs. Policy 2.4 supports the balance of benefits of development with fiscal impacts on the city and on quality of life for the community. Policy 2.6 promotes rehabilitation of properties and encourages increased levels of capital investment to create a safe and attractive environment. Goal 3 of the LU encourages the preservation and improvement of the character and integrity of the existing neighborhoods and districts. Policy 3.1 of the LU supports new development that provides a net community benefit and contributes to the neighborhood character and identity. Policy 3.2 supports the facilitation of community engagement and dialogue in policy decisions and outcomes affecting land use and development, with supplemental opportunities for proposed planning activities within environmental justice area boundaries. Policy 3.4 ensures that the scale and massing of new development is compatible and harmonious with the surrounding built environment. Policy 3.7 promotes a clean, safe, and creative environment for Santa Ana's residents, workers, and visitors. Resolution No. 2024-XX f 12 City Council 12 — 210 7/1 6MZ41 EXHIBIT 4 Goal 4 of the LU supports a sustainable Santa Ana through improvements to the built environment. Policy 4.1 encourages the promotion of complete neighborhoods by encouraging a mix of complementary uses, community services, and people places within a walkable area. Policy 4.2 maintains and improves the public realm through quality architecture, street trees, landscaping, and other pedestrian -friendly amenities. Policy 4.6 supports diverse and innovative housing types that improve living conditions and promote a healthy environment. Policy 4.7 Promote mixed -income developments with mixed housing types to create inclusive communities and economically diverse neighborhoods. Policy 4.8 supports the collaboration with property owners, community organizations, and other local stakeholders to identify opportunities for additional open space and community services, such as community gardens and gathering places Goal 1 of the Housing Element (HE), supports livable and affordable neighborhoods with healthy and safe housing conditions, community services, well -maintained infrastructure, and public facilities that inspire neighborhood pride and ownership. Policy 1.2 supports projects that encourage neighborhood involvement and active participating in neighborhood organizations to help identify needs and implement programs aimed at beautification, improvement, and preservation of neighborhoods. To date, the project has hosted two sunshine meetings with the local neighborhood and revised the project based on cumulative community feedback and inspires pride in homeownership due to the project being for -sale. Goal 2 of the HE supports fostering inclusive community with a diversity of quality housing, affordability levels, and living experiences that accommodate Santa Ana's residents and workforce of all household types, income levels, and age groups. Policy 2.5 encourages the facilitation of diverse housing types, prices, and size of housing. The project includes duplex units that contain bedroom ratios suitable for families. Policy 2.6 supports excellence in architectural design through the use of materials and colors, building treatments, landscaping, open space, parking, and environmentally sensitive ("green") building and design practices. The project includes a high -quality farmhouse architectural design that incorporates a mix of exterior materials and enhanced landscaping. Resolution No. 2024-XX rq f 12 City Council 12 — 211 7/1 6ml4 EXHIBIT 4 Goal 3 of the HE supports the Increase in opportunities for extremely low-, very low-, low-, and moderate -income individuals and families to find affordable housing, and afford a greater choice of rental and homeownership opportunities. Policy 3.2 encourages expanding home homeownership opportunities for low- and moderate -income residents and workers in Santa Ana through the provision of financial assistance, education, and collaborative partnerships. The project is a 100-percent affordable housing project, providing six lower income households the opportunity to obtain homeownership status. Policy 3.5 encourages collaboration with nonprofit organizations, community land trusts, developers, and other government agencies to develop and provide affordable housing for residents. The project applicant, Habitat for Humanity of Orange County, is a non- profit housing developer and has received pre -commitment funds from the City of Santa Ana Housing Division in support of the development of six affordable for -sale units. 3. That the deviation is necessary to make it economically feasible for the Applicant to utilize a density bonus authorized for the development pursuant to section 41-1603. The proposed project requires four deviations through incentives/concessions: (1) setbacks, (2) front -yard fencing, (3) building separation, and (4) open space. Moreover, one (1) waiver is requested in relation to the location of the trash enclosure. The deviations are described as follows: Minimum Setback Requirements (Incentive/Concession) SAMC Section 41-251 requires a minimum rear setback of 10- feet if at least 1,200 square -feet of open space is provided, exclusive of side -yard areas. As proposed, the project provides a rear setback of 6-feet and 1,204 square feet of open space areas, excluding the side - yard areas. Strict adherence to this setback requirement would result in a reduction in the number of units that can be provided in the overall project, thus reducing the Applicant's ability to achieving the density bonus to which the Applicant is entitled under the Density Bonus Law and affecting the feasibility to construct the project. In order to comply with the required setback requirement and maintain the current proposed unit count, the developer would be required to Resolution No. 2024-XX 11 f 12 City Council 12 — 212 7/1 6mf4l EXHIBIT 4 construct additional floor levels, which would exceed the maximum allowable height as part of the Two -Family Residential (R-2) zoning district, and would further increase development costs making the project economically infeasible. To help alleviate the setback deficiency, the project proposes a 29'-0 3/4" upper -story setback from the rear of the property to control the mass and bulk of the structure towards the rear. Front -yard Fence Height Restriction (Incentive/Concession) SAMC Section 41-610 (a)(1) requires that fencing within the Front -yard area (defined in SAMC Section 41-172 as the yard extending across the full width of the lot, the depth of which is the distance between the front lot line and the main wall of the building.) be a maximum of three feet in height on frontages that abut a non -arterial street as designed in the Mobility Element of the General Plan. Maintaining the height restriction would result in reduction in private open space for Unit 1 and trigger non-compliance of SAMC Section 41-622.5 in which no mechanical equipment, such as an AC condenser, may be located between the building wall and the side property line. In order to maintain the current proposed unit count, the developer would be required to fully redesign the site, further increasing development costs and potentially leading to a loss of residential units, and a loss of further private open space. To help alleviate this deficiency, the landscape plans provide enhanced screening proposals which include vertical landscaping elements to ensure a harmonious transition from the front-yard's plants/shrubs to the built structure. Building Separation (Incentive/Concession) SAMC Section 41-254 (a) requires a minimum setback of 15 feet between primary structures. The proposed development is proposing a reduced setback of 10-feet between the front duplex and the center duplex, and a 9-foot setback between the center duplex and the rear duplex. In order to comply with the minimum building setback requirements, the developer would be required to provide a full redesign of the site and/or reduce the number of units provided onsite. This would result in further increasing development costs and may result in the loss of potential units onsite. Resolution No. 2024-XX f 12 City Council 12 — 213 7/1 6MJ41 EXHIBIT 4 Open Space Requirement (Incentive/Concession) SAMC Section 41-255 requires a minimum 100 square feet of private space to be provided per unit in the form of a private patio or deck, with minimum dimensions of eight (8) feet. As proposed, the designated private space for Unit 5 in the form of a 13' x 7' (91 square foot) balcony is less than 100 square -feet and less than eight (8) feet in minimum dimensions. Strict adherence to the 100 square foot and eight (8) foot minimum dimension requirement would structurally encroach into the required drive -aisle, require a redesign of the site. This would result in further increasing development costs and may result in the loss of potential units onsite Trash Enclosure Location (Waiver) SAMC Section 41-623 requires that trash and utility areas be screened from public streets and alleys as well as be physically integrated into the project. As proposed, the trash enclosure is located towards the front of the property. Strict adherence to SAMC 41-623 would require a full redesign of the site to accommodate for trash pickup located towards the rear of the property. This would further increase development cost and may result in the loss of potential units onsite. To help alleviate this deficiency, the landscape plans provided propose to screen the trash enclosure with vertical landscaping elements to ensure the structure is not visible to the street. Section 2. In accordance with the California Environmental Quality Act (CEQA), the recommended action is exempt from further review under Section 15195 (Residential Infill Exemption), as this project meets all the threshold criteria set forth in Section 15192 (Threshold Requirements for Exemptions). This exemption applies to projects or sites that: 1. Meet the threshold criteria set forth in section 15192; provided that with respect to the requirement in section15192(b) regarding community -level environmental review, such review must be certified or adopted within five years of the date that the lead agency deems the application for the project to be complete pursuant to Section 65943 of the Government Code. 2. Meet both of the following size criteria: A. The site of the project is not more than four acres in total area. B. The project does not include any single level building that exceeds 100,000 square feet. Resolution No. 2024-XX f 12 City Council 12 — 214 7/1 6mf4l EXHIBIT 4 3. Meet both of the following requirements regarding location: A. The project is a residential project on an infill site. B. The project is within one-half mile of a major transit stop. 4. Meet both of the following requirements regarding number of units: A. The project does not contain more than 100 residential units. B. The project promotes higher density infill housing. The lead agency may establish its own criteria for determining whether the project promotes higher density infill housing except in either of the following two circumstances: 1) A project with a density of at least 20 units per acre is conclusively presumed to promote higher density infill housing. 2) A project with a density of at least 10 units per acre and a density greater than the average density of the residential properties within 1,500 feet shall be presumed to promote higher density infill housing unless the preponderance of the evidence demonstrates otherwise. 5. Meets the following requirements regarding availability of affordable housing: The project would result in housing units being made available to moderate, low, or very low income families as set forth in either A or B below: A. The project meets one of the following criteria, and the project developer provides sufficient legal commitments to the appropriate local agency to ensure the continued availability and use of the housing units as set forth below at monthly housing costs determined pursuant to paragraph (3) of subdivision (h) of Section 65589.5 of the Government Code. 1) At least 10-percent of the housing is sold to families of moderate income, or 2) Not less than 10-percent of the housing is rented to families of low income, or 3) Not less than 5-percent of the housing is rented families of very low income. B. If the project does not result in housing units being available as set forth in subdivision (A) above, then the project developer has paid or will pay in -lieu fees pursuant to a local ordinance in an amount sufficient to result in the development of an equivalent number of units that would otherwise be required pursuant to subparagraph (A). The proposed project meets the criteria listed in Section 15195 as the project site is not more than four acres in area, the project does not include any single level building exceeding 100,000 square feet, and the project is an infill development within one-half mile of a major transit stop. Moreover, the development promotes higher density infill housing, does not contain more than 100 residential units, and results in for sale housing units made available to low income families. Specifically, the project would exceed the minimum affordable requirements outlined in Section 15195, which states that ten - percent of for sale projects need to be sold to families of moderate income. This project proposes to sale 100-percent of the units to low income households. Moreover, the developer has provided sufficient legal commitments to ensure continued availability and use of housing units for lower income households for a period exceeding 30 years. Resolution No. 2024-XX f 12 City Council 12 — 215 7/1 6mf4l EXHIBIT 4 In addition, the project is also exempt from further review per Section 15303 (Class 3 — New Construction or Conversion of Small Structures). The Class 3 categorical exemption consists of construction and location of limited numbers of new, small facilities or structures, installation of small new equipment and facilities in small structures; and the conversion of existing small structures from one use to another where only minor modifications are made in the exterior of the structure. In urbanized areas, this exemption applies to apartments, duplexes, and similar structures designed for not more than six (6) dwelling units. Pursuant to the California Public Resources Code, "Urbanized Area" includes an incorporated city that has a population of at least 100,000 persons. The City of Santa Ana exceeds the population requirements, and is therefore considered an urbanized area. Therefore, the proposed project can be exempt pursuant to the Class 3 exemption, as no more than six (6) unit multi -family residential units are proposed. As such, a Notice of Exemption, Environmental Review No. 2023-44, will be filed for this project. Section 3. 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, referendum, and other 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 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 4. The City Council of the City of Santa Ana, after conducting the public meeting, hereby approves Density Bonus Agreement No. 2024-01 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 meeting, which includes, but is not limited to: the Request for City Council Action dated July 16, 2024, and exhibits attached thereto; and the public comments, written and oral, all of which are incorporated herein by this reference. Resolution No. 2024-XX f 12 City Council 12 — 216 7/ 0 4 EXHIBIT 4 ADOPTED this 161" day of July 2024, by the following vote: AYES: Councilmembers: NOES: Councilmembers: ABSENT: Councilmembers: ABSTENTIONS: Councilmembers: Valerie Amezcua Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By:_ Ol. Jose ; ontoya Assistant City Attorney Resolution No. 2024-XX City Council 12 — 217 7/f6dOMuf 12 EXHIBIT 4 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, , City Clerk, do hereby attest to and certify the attached Resolution No. 2024-XX to be the original resolution adopted by the City Council of the City of Santa Ana on July 16, 2024. Date: City Clerk City of Santa Ana Resolution No. 2024-XX f 12 City Council 12 — 218 7/fOfb4 EXHIBIT 4 EXHIBIT A Conditions for Approval for Density Bonus Agreement Application No. 2024-01 Density Bonus Agreement Application No. 2024-01 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 the Density Bonus Agreement. 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/termination of the Density Bonus Agreement. 1. All proposed site improvements must conform to the Development Project (DP) approval of DP No. 2023-12. 2. Any amendment to the DP No. 2023-12, 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 Development Project Review must be amended. 3. All mechanical equipment shall be screened from view from public and courtyard areas. 4. The plans shall be revised to include a note for the following: a. The trash enclosure shall be kept locked during non -trash pickup days and when not in use. The area surrounding and within the enclosure shall be kept in a neat and clean condition. No intensive odor shall be emitted from the area. b. No overcrowding of the trash receptacles is allowed. All trash shall be located within the trash receptacles. c. The trash lid shall remain closed during all hours when not in use. 5. 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. City Council 12 — 219 7/16/2024 EXHIBIT 4 6. Prior to issuance of building permits, the Applicant shall provide written notification to the residential community located to the west of the site. This notification shall include comprehensive information about the nature of the proposed activities, anticipated timelines, and contact information for inquiries. The notification shall be delivered via certified mail. Additionally, a designated representative shall be available to address any concerns or inquiries raised by the residential community during this notification period. 7. Prior to issuance of building permits, the Applicant shall submit to the Planning Division and have approved a Parking Management Plan (PMP). The PMP shall provide for measures to address any parking shortages that may result from the project, with terms including but not limited to: a. Requiring onsite parking permits (such as stickers or hang -tags) for any parking in the onsite parking spaces for both residents and guests; b. Policies for maximum time vehicles may be parked in the surface parking spaces, including any guest parking; and c. Policies for towing unauthorized vehicles; vehicles parked in unauthorized locations, such as fire lanes; vehicles parking in surface guest parking without a sticker, hang -tag, or other identifiers; and vehicles parked longer than any maximum guest parking timeframes allowed. 8. Two weeks prior to the commencement of construction, notification must be provided to property owners within 500 feet of the project site disclosing the construction schedule, including the various types of activities that would be occurring throughout the duration of the construction period. 9. Prior to installation of landscaping, the Applicant shall submit representative 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 (24 inches minimum), brown trunk height (10-foot minimum), and name and location of the supplier. 10. After project occupancy, landscaping and hardscape materials must be maintained as shown on the approved landscape plans. 11. Prior to final occupancy, 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 City Council 12 — 220 7/16/2024 EXHIBIT 4 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 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 City Council 12 — 221 7/16/2024 EXHIBIT 4 all of the duties and 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; and h. The execution and recordation of the maintenance agreement shall be a condition precedent to the Certificate of occupancy. City Council 12 — 222 7/16/2024 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 July 16, 2024 TOPIC: Final Tract Map 2017-04, County Tract Map No. 17976 AGENDA TITLE Receive and File the Notification by the City Engineer of the Final Tract Map No. 2017- 04, County Tract Map No. 17976 at 3025 West Edinger Avenue (Applicant: Haphan Group, Inc., a California Corporation) RECOMMENDED ACTION Receive and file. GOVERNMENT CODE §84308 APPLIES: No DISCUSSION On June 4, 2019, the City Council approved Tentative Tract Map 2017-04 (Orange County Tract Map No. 17976) to allow for the subdivision of the property at 3025 West Edinger Avenue into 17 condominium units and the construction of an attached townhome development (Exhibit 1). Pursuant to the Santa Ana Municipal Code (SAMC) Section 34-127, the review and approval of a Tentative Tract Map is vested in the Planning Commission. Prior to January 21, 2020 the approval of Tentative Tract Maps was vested in the City Council. Prior to the expiration of the approved Tentative Tract Map, a Final Tract Map is submitted to the City Engineer for review and approval. Pursuant to SAMC Section 34- 183, the City Engineer shall notify the City Council that the Final Tract Map is being reviewed for final approval. The approval of the Final Tract Map is vested in the City Engineer. The City Engineer is in the process of reviewing the Final Tract Map (Exhibit 2) for technical accuracy, substantial conformance with the Tentative Tract Map, and Compliance with the Subdivision Map Act and City Subdivision Regulations. The City Engineer shall approve or disapprove this map within 10 days after the City Council meeting of July 16, 2024. This report serves as official notification to City Council that Final Tract Map No. 17976 is under review. ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. City Council 13 — 1 7/16/2024 Final Tract Map 2017-04, County Tract Map No. 17976 July 16, 2024 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. EXHIBIT(S) 1. Tentative Tract Map 2. Final Tract Map Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Approved By: Alvaro Nunez, Acting City Manager City Council 13 — 2 7/16/2024 06O4-1L9 k—) w.11 OSO I- - k-L) :111 1Z9Z6 VO 'V389 'OVOH 1N39WVl '3 9L9 'Al `oollou aNyl7y) �Sz� i � loco s= iiQ pow �a�o I I = a� a4 m aE w « z v z ti All _ V , o� Oz o z ^ o� O �z n z o _ o W z o a �¢ W m w 1 II z o \ 2m Sun 3a z o I Ni 1/ a3$ P zo rs z4 o ��o zrs 25 z� > N VOLZ6 VO 'VNV V1NVS " o 3nN3AV U39NIO3 M 5Z0£ :NOI1VOol lo3roid y tz IF oil xzN j6�� �-r o C� cz ii a�oao 'ego v ha yawn ONIl MO A3 O15 Z A3IVVV3 I1lf1W ONI151X3 I 'Is �y tl I . i !I ` ao.. _ I � O I � O v �----����----Q- D � N - wa DIE ==o 00 _ Wo z 3a g S o o z 4 Q -moo xWW� ��ww� n wow �oS Zz �' om �wowJ OO rc3rc �"�o_ a n } ~ Q W m Z O S. o F3 U - VEYOP cb�o O m ow Q O ~ CAW z> - z�' ` ¢Q� U¢ w F a U Z z o �3a€� 5 04 a Q O H O m ¢�¢€¢w <r�oV1< 3lOtld tl za Wlnw - j P O O N - O O W O Q w �f-�'o F �� �Q o W Q <o z��3 x w a n N Q IZ z m�� w ��O Mlo \ ~ w = N Q ww UJ i�< o U o LLj U m �� - �za O O N <r ¢o ) U E O w O d O d ID 3�ooaoFo \i z awz ¢mmz W - WAN ¢o< _ ao Of ��sv<~i aEr. oc� owww �o� oa wwFEs_c> 1/ � w U o xo�wm <O II - z } z IA - U ¢� o z ozw 2. ^ -o as H 'o O wQ a�Qo c a O tA L� Q �G O m O co U Q Nm Q J a H AVJ 1 Q O p U _ Ci W �d.� fA -D O O ¢ O U O 0? 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Approve an appropriation adjustment recognizing $554,472 of prior -year fund balance in the CATV Fund, Prior Year Carry Forward revenue account and appropriate the same amount to the CATV Fund, Buildings & Building Improvements expenditure account. (Requires five affirmative votes) 2. Approve an appropriation adjustment recognizing $554,472 of prior -year fund balance in the Liability and Property Insurance Fund, Prior Year Carry Forward revenue account and appropriate the same amount to the Risk Management Projects, Buildings & Building Improvements expenditure account. (Requires five affirmative votes) 3. Award construction contract to Loengreen, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $821,440 for construction of the Council Chambers ADA Restroom and Translation Booth Remodel Project, for the term beginning July 16, 2024 and ending upon project completion, and authorize the City Manager to execute the contract. 4. Approve the Project Cost Analysis for a total estimated construction delivery cost of $1,108,994 which includes $821,440 for the construction contract, $123,216 for contract administration, inspection, and testing, and a $164,288 project contingency for unanticipated or unforeseen work. 5. Approve an amendment to the Fiscal Year 2024-25 Capital Improvement Program to include $1,108,944 in construction funding from the CATV Fund and Liability Property Insurance Fund. GOVERNMENT CODE U4308 APPLIES: No City Council 14 — 1 7/16/2024 Council Chambers Restroom and Translation Booth Remodel July 16, 2024 Page 2 DISCUSSION The Public Works Agency (PWA) maintains most City facilities, including the Council Chambers Restrooms and Translator Room. Over the last few years, the Council Chambers has undergone renovations including new paint, flooring, and seating. In efforts to continue providing the public, City Council, and staff with a safe and accessible meeting space, the City Manager's Office and Risk Management plan to continue with renovations by modifying the public restrooms to be Americans with Disabilities Act (ADA) compliant and creating a new translation room. The restrooms will be renovated from a male and female restroom to two public single use all gender bathrooms and one ADA all gender restroom. Additionally, there will be one new all gender restroom available only for council members as an enhanced safety measure (Exhibit 1). The new translation (interpreter) room will allow for higher quality translations with a sound controlled space to allow for a larger variety of languages to be translated. This will increase accessibility for more Santa Ana residents to participate in council meetings while also increasing the professionalism of the meetings through greater varieties of translations and higher quality sound control. Public Outreach and Contractor Participation To provide an opportunity for local vendors to submit bids, staff specifically reached out to Santa Ana vendors to encourage their participation in bids. A total of three bids were received. Bids were not received from any Santa Ana contractors. The project was advertised in PlanetBids from April 19 through May 10, 2024. Bid Results Summary Rank Bidder's Name Location Base Bid 1 Loengreen, Inc La Canada, CA $821,440 2 CALTEC Corp. Westminster, CA $1,050,000 3 MLC Constructors Inc Corona, CA $1,185,670 A total of three bids were received and all were deemed responsive. Loengreen, Inc. submitted the lowest responsive base bid in the amount of $821,440 (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 Loengreen, Inc. for the base bid of $821,440 (Exhibit 3). 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 and implementation of the labor requirements. 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 $1,108,944 (Exhibit 5). City Council 14 — 2 7/16/2024 Council Chambers Restroom and Translation Booth Remodel July 16, 2024 Page 2 Project Item Total Construction Contract Bid Amount $821,440 Construction Administration, Inspection, Testing $123,216 Contingencies $164,288 TOTAL ESTIMATED CONSTRUCTION COSTS $1,108,944 ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Approval of the requested Appropriation Adjustments will recognize $554,472 of prior year fund balance from CATV Fund, Prior Year Carry Forward revenue account (No. 02103002-50001) and $554,472 of prior year fund balance from the Liability and Property Ins Fund, Prior Year Carry Forward revenue account (No. 08009002-50001), and appropriate it to the CATV Fund, Buildings & Building Improvements expenditure account. (No. 02103010-66200) and the Risk Management Projects, Buildings & Building Improvements expenditure account (No. 08009053-66200). Fiscal Accounting Unit- Fund Accounting Unit, Amount Year Account # Description Account Description Adjustment -Appropriation 02103010-66220 CATV Capital Support 2024-25 (22-0504) CATC Fund (PEG), Buildings & $554,472 Building Improvements 08009053-66200 Liability and Risk Management 2024-25 (22-0504) Property Projects, Buildings & $554,472 Insurance Fund Building Improvements TOTAL F1,108,944 EXHIBIT(S) 1. Location Map 2. Bid Proposal 3. Agreement with Loengreen, Inc. 4. Cost Analysis 5. FY 2024-25 Capital Improvement Program Sheet Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Approved By: Alvaro Nunez, Acting City Manager City Council 14 — 3 7/16/2024 w z U ? O z_z 0 Y � F Z Q�Q H i uj lJ 4 w a U � J a 0 Z ¢ �— �a a z D U ow O 0: a FF I _J �i w0M NFno oNoW 10 cn z° aOf � m ]e K O y3. a a o Em t � U � o U H c .0 O C E 0 o J N O �) z� do oQ a N O N ti W EXHIBIT 2 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-0504 COUNCIL CHAMBERS RESTROOM & TRANSLATION ROOM BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: 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 1 LS $'f av $� ` 2 demolition 1 LS $ if Z v eo $ i 3 concrete slab, concrete stair 1 LS $ 3 �7 oO 4 metal stud framing, post & 1 LS $ l � ro $ , ` miscellaneous framing, new hand railing at ramp and stairs 5 new hollow metal and steel doors 1 LS $ v �7 $ and frames with door hardware ` 6 new gyp board, patching, new 1 LS $ l painting and caulking i 7 the work, complete with grout 1 LS $ /1 � � d` $ ` T and sealing 8 carpet tile, padding, adhesive, 1 LS $r 7 Q o o $ 00 and required accessories for ` complete work 9 rubber base and adhesives 1 LS $ + j f 0 , 10 luxury vinyl tile, padding, and 1 LS $� q?O $/00, --/VlP required accessories for complete work 11 all restroom accessories, and 1 LS $ 6oOn $ signage, 12 duct work, mechanical system, 1 LS and exhaust fans 13 all plumbing fixtures and required 1 LS $ '6/ $�/� v back supports, venting pipes, supply i es, and accessories City Council P-1 ofP-11'4 — 5 7/16/2024 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-0504 COUNCIL CHAMBERS RESTROOM & TRANSLATION ROOM Item Description Qty Unit Unit Price Amount 14 service, power, switching, 1 LS $ $ distribution, occupancy sensors, fight fixtures, data and communication conduits, general work 15 acoustic ceiling tile, ceiling grid 1 LS system, 16 As -Built Plans 1 LS $10,000 $ a COO. 17 Construction Permit 1 LS $Quote + % for CA (round) $ 18 Advertisement Sign 1 LS $ $ TOTAL BASE BID $ 'p: el 0, F' 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. 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 number (180) 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 $660 per calendar day. Name of Firm Signature of BIDDER Title R—e 5 r Je,,1,� / (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) City Council P-2 ofP-114 — 6 7/16/2024 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-0504 COUNCIL CHAMBERS RESTROOM & TRANSLATION ROOM 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 LOENGREEN Signature of BIDDER Title President (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) City Council 14 — 7 7/16/2024 P-3 of P-17 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-0504 COUNCIL CHAMBERS RESTROOM & TRANSLATION ROOM 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: LOENGREEN INC Business Address: 4728 Commonwealth Ave, La Canada, CA 91011 Business E-Mail Address: team.loengreen loengreenbuilder.com Telephone: 833-655-2278 State Contractor's License No. and Class: General Building B 1036448 License Expiration Date: 03/31 /2026 State Dept. of Industrial Relations (DIR) Registration No.: 1000526947 State Dept. of Industrial Relations (DIR) Registration ExpiratipryD 06/30/2024 Signed: Title: President City Council 14 — 8 7/16/2024 P-4 of P-17 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-0504 COUNCIL CHAMBERS RESTROOM & TRANSLATION ROOM PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct. Name of Firm LOENGREEN INC Signature of BIDDER Title President (if an individual, so state) City Council 14 — 9 7/16/2024 P-5 of P-17 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-0504 COUNCIL CHAMBERS RESTROOM & TRANSLATION ROOM OWNERSHIP AFFIDAVIT STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS: CITY OF SANTA ANA ) being duly sworn, deposes and says: INDIVIDUAL That he/she is the patty 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. 0 CORPORATION That he is of: LOENGREENINC 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 con4; any other pe rson. Signature of Bi er Subscribed and sworn to before me this day of 20 cataia Signature of officer Administering Oath (Notary Public) �ttac City Council P-6 ofP-Ilxl — 10 7/16/2024 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 LOS ANGELES Subscribed and sworn to (or affirmed) before me on this 1 'H^ day of 20D-tt_ by ear i-�oK proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Signature (Seal) OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT trXt�n*�'S1AiQ J�-�'loEu.J� (Title or description of attached document) (Tide or description of attached document continued) Number of Pages ___l__ Document Date Additional information BRYAN S. CHOI Notary ►ublic - California€16my Los Angeles CountyCommission k 2414757 Comm. Expires Sep 26, 2026 r INSTRUCTIONS The wording of all Jurats completed in California after January 1, 2015 must be in the form as set forth within this Jurat. There are no exceptions. If a Jurat to be completed does not follow this form, the notary must correct the verbiage by using a jurat stamp containing the correct wording or attaching a separate jurat form such as this one with does contain the proper wording. In addition, the notary must require an oath or affirmation from the document signer regarding the truthfulness of the contents of the document. The document must be signed AFTER the oath or affirmation. If the document was previously signed, it must be re -signed in front of the notary public during the jurat process. • State and county information must be the state and county where the document signer(s) personally appeared before the notary public: • Date of notarization must be the date the signer(s) personally appeared which must also be the same date the jurat process is completed. . Print the name(s) of the document signer(s) who personally appear at the time of notarization. • Signature of the notary public must match the signature on file with the office of the county clerk. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different jurat form. Additional information Is not required but could help to ensure this jurat is not misused or attached to a different document. Indicate title or type of attached document, number of pages and date. • Securely attach this document to the signed document with a staple. 2015 Version > mv.NotaryClasses.corri 800-873-9865 uncl CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-0504 COUNCIL CHAMBERS RESTROOM & TRANSLATION ROOM KNOW ALL PRESENT that, Loengreen Inc. , as BIDDER, and United Fire & Casualty Company , as SURETY, are held and firmly bound unto the CITY OF SANTA ANA, as AGENCY, in the penal sum of Ten Percent of Total Amount Bid Dollars ($ (10%) of Total Amount 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 30th day of April , 20 24 . BIDDER* LOENGREEN, Inc. A By: By: Ave, La Canada, CA 91011 818-351-7196 fames Leong tiongt i resictent SURETY* United Fire & Casualty Company 118 Second Avenue SE Cedar Rapids, Iowa 52407 425-988-4231 Subscribed and sworn to before me Jessica Tinoco Garcia April 520 24. Signature: CP✓ Notary Public in and for the County of Orange this 30th day of State Of California * Provide BIDDER/ SURETY name, address, and telephone number and the name, title, address, and telephone number of authorized representative. JESSICA TINOCO GARCIA Notary Public - California -' Orange County > Commission ; 2400291 My Comm. Expires Apr 10, 2026 City Council - of - 4 — 12 7/16/2024 UNITED FIRE & CASUALTY COMPANY, CEDAR RAPIDS, IA Inquiries: Surety Department UNITED FIRE & INDEMNITY COMPANY, WEBSTER, TX 118 Second Ave SE Uft FINANCIAL PACIFIC INSURANCE COMPANY, LOS ANGELES, CA Cedar Rapids, IA 52401 INSURANCE16 CERTIFIED COPY OF POWER OF ATTORNEY (original on file at Home Office of Company — See Certification) KNOW ALL PERSONS BY THESE PRESENTS, That United Fire & Casualty Company, a corporation duly organized and existing under the laws of the State of Iowa; United Fire & Indemnity Company, a corporation duly organized and existing under the laws of the State of Texas; and Financial Pacific Insurance Company, a corporation duly organized and existing under the laws of the State of California (herein collectively called the Companies), and having their corporate headquarters in Cedar Rapids, State of Iowa, does make, constitute and appoint KEVIN P. REED, JESSICA GARCIA, AARON FOSBURG, EACH INDIVIDUALLY their true and lawful Attomey(s)-in-Fact with power and authority hereby conferred to sign, seal and execute in its behalf all lawful bonds, undertakings and other obligatory instruments of similar nature provided that no single obligation shall exceed $50 , 000, 000.00 and to bind the Companies thereby as fully and to the same extent as if such instruments were signed by the duly authorized officers of the Companies and all of the acts of said Attorney, pursuant to the authority hereby given and hereby ratified and confirmed. The Authority hereby granted shall expire the 28t h day of July, 2024 unless sooner revoked by United Fire & Casualty Company, United Fire & Indemnity Company, and Financial Pacific Insurance Company. This Power of Attorney is made and executed pursuant to and by authority of the following bylaw duly adopted by the Boards of Directors of United Fire & Casualty Company, United Fire & Indemnity Company, and Financial Pacific Insurance Company. "Article VI — Surety Bonds and Undertakings" Section 2, Appointment of Attomey-in-Fact. "The President or any Vice President, or any other officer of the Companies may, from time to time, appoint by written certificates attomeys-in-fact to act in behalf of the Companies in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. The signature of any officer authorized hereby, and the Corporate seal, maybe affixed by facsimile to any power of attorney or special power of attorney or certification of either authorized hereby; such signature and seal, when so used, being adopted by the Companies as the original signature of such officer and the original seal of the Companies, to be valid and binding upon the Companies with the same force and effect as though manually affixed. Such attomeys-in-fact, subject to the limitations set of forth in their respective certificates of authority shall have full power to bind the Companies by their signature and execution of any such instruments and to attach the seal the Companies thereto. The President or any Vice President, the Board of Directors or any other officer of the Companies may at any time revoke all power and authority previously given to any attomey-in-fact. IN WITNESS WHEREOF, the COMPANIES have each caused these presents to be signed by its vice president and its corporate seal to be hereto affixed this 28t h day of July, 2022 `11\yGSir(g2//t/jt `�it�tlljfDrblH/lam \NOIC SINS 3`4�" o :�4� /r��; Q�GFOPp�gyc. UNITED FIRE & CASUALTY COMPANY ° coiulocrit r= o r F' <= [oarOanrE __ Q:a �.o= UNITED FIRE& INDEMNITY COMPANY ��� )ULY 2Z :i 7 == t ; ?'�, gg6 b_ FINANCIAL PACIFIC INSURANCE COMPANY sFaL r .senL',c �4 cD �Ct��`�� �� 5. y �� "4C/F°A�•' \-�c <1(L�—rL� By: State of Iowa, County of Linn, ss: Vice President On 28th day of July, 2022, before me personally came Dennis J. Richmann to me known, who being by me duly sworn, did depose and say; that he resides in Cedar Rapids, State of Iowa; that he is a Vice President of United Fire & Casualty Company, a Vice President of United Fire & Indemnity Company, and a Vice President of Financial Pacific Insurance Company the corporations described in and which executed the above instrument; that he knows the seal of said corporations; that the seal affixed to the said instrument is such corporate seal; that it was so affixed pursuant to authority given by the Board of Directors of said corporations and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporations. ++L+ Judith A. Jones z Iowa Notarial Seal Commission number 173041 Notary Public owe My Commission Expires 4/23/2024 t"My commission expires: 4/23/2024 I, Mary A. Bertsch, Assistant Secretary of United Fire & Casualty Company and Assistant Secretary of United Fire & Indemnity Company, and Assistant Secretary of Financial Pacific Insurance Company, do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit, and the copy of the Section of the bylaws and resolutions of said Corporations as set forth in said Power of Attorney, with the ORIGINALS ON FILE IN THE HOME OFFICE OF SAID CORPORATIONS, and that the same are correct transcripts thereof, and of the whole of the said originals, and that the said Power of Attorney has not been revoked and is now in full force and effect. In testimony whereof I have hereunto subscribed my name and affixed the corporate seal of the said Corporations this 30th day of April 12024 p!t'-±Itt'' pN 4ii ��o�1G 11NSUp�,'" `�! IUnllltry COaronme �uLY2Z By, A B'/. aO " •e'<z =� � �- ��d'. 7966 a9c, `'�-�'�iF' L �c�� s�� sLL `` i?•.:O,r[lFOPaF;�2\ CJ Assistant Secretary, OF&C & OF&I & FPIC BPOA0045 126[fy Council 14 — 13 7/16/2024 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-0504 COUNCIL CHAMBERS RESTROOM & TRANSLATION ROOM 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: '/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 Ainos Electric Inc Name Pacific Plumbing License #/Exp. 1061430/ 12/31 /2025 License #/Exp. DIR Reg. #/Exp. 1001030965/ 06/30/2025 DIR Reg. #/Exp. Location 702 N ETHAN WAY, ANAHEIM, CA 92805 Location Phone 949-533-4788 Phone Type Of Work Electrical Type Of Work Amount $ $45,000.00 Amount $ Name J. COLAVIN & SON, INC. License #/Exp. _ DIR Reg. #/Exp. License # 260803 260803/ 07/31/2025 1000001458/ 06/30/2025 Location 5323 ALHAMBRA AVE. LOS ANGELES CA 90032 Phone 323-225-8212 Type Of Work Tile works Amount $ $40,880.00 Name License #/Exp. DIR Reg. #/Exp. License # _ Location _ Phone Type Of Work Amount $ Signature of Bidder 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 $ 266807/ 11/30/2025 1000009561 / 06/30/2025 615 E. Washington Ave., P.O. Box 1494, Santa Ana, Ca 92702 714-547-6967 Plumbing $75,348.00 City Council 14 — 14 7/16/2024 P-8 of P-17 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-0504 COUNCIL CHAMBERS RESTROOM & TRANSLATION ROOM 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. 1 City of Placentia, 401 E Chapman Ave, Placentia, CA 92870 Name and Address of Owner. Elsa Robinson,714-993-8189 Name and Telephone Number of person familiar with project. $423,000.00 Remodeling 10/22/2023 Contract Amount Type of Work Date Completed 2 City of Placentia, 401 E Chapman Ave, Placentia, CA 92870 Name and Address of owner. Christopher Tanio, 714-993-8189 Name and Telephone Number of person familiar with project. $1,643,000.00 Tenant improvement 05/15/2024 Contract Amount Type of Work Date Completed 3 Wiseburn Unified School District, 201 N Douglas St, El Segundo, CA 90245 Name and Address of owner. Archie Smith, 310-725-2101 Name and Telephone Number of person familiar with project. $36,556.00 Repair 12/28/2023 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. Surety Bond: Aaron Fosburg, Assured Partners, 714-808-2524, 2913 S Pullman Street, Santa Ana, CA 92705 Insurance: Cal-Kor Insurance, Eugene Kim, 213-616-1630, 3255 Wilshire Blvd STE1500, Los Angeles, CA 90010 City Council 14 — 15 7/16/2024 P-9 of P-17 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-0504 COUNCIL CHAMBERS RESTROOM & TRANSLATION ROOM ADDITIONAL REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed similar work in the past five years. 1 Clark County, Nevada, 500 S Grand Central Pky, Las Vegas, 89155 Name and Address of Owner. Kety Jabbour, 702-455-2689 Name and Telephone Number of person familiar with project. #397,500.00 Shade structure Contract Amount Type of Work 12/13/2022 Date Completed 2. Name and Address of owner. Name and Telephone Number of person familiar with project. Contract Amount Type of Work Date Completed 3. Name and Address of owner. Name and Telephone Number of person familiar with project. 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. City Council 14 — 16 7/16/2024 P-10 of P-17 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-0504 COUNCIL CHAMBERS RESTROOM & TRANSLATION ROOM 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 criminal prosecution. � / _1� 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 &4e Anachoad. Notary Public Seal City Council P-11ofP14-17 7/16/2024 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 LOS ANGELES Subscribed and sworn to (or affirmed) before me on this � day of Va��, , 20�_ by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. I � f �Z- t - �'� � - Signature (seal) OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of attached document) (Title or description of attached document continued) Number of Pages ) Document Date Additional information SE�� �F Ts. BRYAN S. CHOI �..�. ' W � i Notary Public • California x u _ Los Angeles County > r �° Commission # 2414757 +:,Fo0."' My Comm. Expires Sep 26, 2026 INSTRUCTIONS The wording of all Jurats completed in California after January 1, 2015 must be in the form as set forth within this Jurat. There are no exceptions. If a Jurat to be completed does not follow this form, the notary must correct the verbiage by using a jurat stamp containing the correct wording or attaching a separate jurat form such as this one with does contain the proper wording. In addition, the notary must require an oath or animation from the document signer regarding the truthfulness of the contents of the document. The document must be signed AFTER the oath or affirmation. If the document was previously signed, it must be re -signed in front of the notary public during the jurat process. • State and county information must be the state and county where the document signer(s) personally appeared before the notary public. • Date of notarization must be the date the signer(s) personally appeared which must also be the same date the jurat process is completed. • Print the name(s) of the document signer(s) who personally appear at the time of notarization. • Signature of the notary public must match the signature on rile with the office of the county clerk. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different jurat form. Additional information Is not required but could help to ensure this jurat is not misused or attached to a different document. Indicate title or type of attached document, number of pages and date. Securely attach this document to the signed document with a staple. 2015 Version www.NotaryClasses.com 800-873-9865 U CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-0504 COUNCIL CHAMBERS RESTROOM & TRANSLATION ROOM 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 14 — 19 7/16/2024 P-12 of P-17 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-0504 COUNCIL CHAMBERS RESTROOM & TRANSLATION ROOM 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. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter Signed: Title: President Firm: LOENGREEN INC Date: 05/10/2024 City Council 14 — 20 7/16/2024 P-13 of P-17 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-0504 COUNCIL CHAMBERS RESTROOM & TRANSLATION ROOM 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 prenticeship Council. Signed: Title: President Firm: LOENGREEN INC Date: 05/10/2024 City Council 14 — 21 7/16/2024 P-14 of P-17 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-0504 COUNCIL CHAMBERS RESTROOM & TRANSLATION ROOM 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 ent�tled�y Signed: Title: President Firm: LOENGREEN INC Date: 05/10/2024 City Council 14 — 22 7/16/2024 P-15 of P-17 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-0504 COUNCIL CHAMBERS RESTROOM & TRANSLATION ROOM 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 V If the answer is yes, explain the circumstances in the following space. City Council 14 — 23 7/16/2024 P-16 of P-17 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-0504 COUNCIL CHAMBERS RESTROOM & TRANSLATION ROOM STATEMENT REGARDING COMMUNITY WORKFORCE AGREEMENT (CWA) REQUIREMENTS This is to certify that the undersigned BIDDER, and subcontractors, have read and understood the CWA entered into by and between the City of Santa Ana, the Los Angeles/Orange Counties ype text here Building and Construction Trades Council, and the signatory Craft Councils and Local Unions, effective as of September 1, 2017. The CWA is available at: https://www. santa-ana. org/documents/community-workforce-agreement/ The undersigned BIDDER hereby agrees to comply with all terms and conditions of the CWA, and is capable of completing construction of the project continuously, and without interruptions or delays. If awarded any work covered by the CWA, BIDDER will also be required to sign the Letter of Assent that appears as Attachment A to the CWA. The undersigned BIDDER has reviewed the Public Works Construction Permit and required deposit described in Section �- a a e Notice of Inviting Bids. Signed: Title: President Firm: LOENGREEN INC Date: 05/10/2024 City Council 14 — 24 7/16/2024 P-17 of P-17 EXHIBIT 3 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT 22-0504 COUNCIL CHAMBERS ADA RESTROOM AND TRANSLATION BOOTH REMODEL This CONSTRUCTION CONTRACT is made and entered into this 161h day of July, 2024 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 Loengreen, Inc. (hereinafter "CONTRACTOR"). WITNES 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 Council Chambers ADA Restroom And Translation Booth Remodel 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 Eight -Hundred Twenty One Thousand Four Hundred Forty Four and No Cents ($821,440.00), 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 City Council 14 — 25 7/16/2024 rev. 08/01/2023 Page I of 3 class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. 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.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 14 — 26 7/16/2024 Page 2 of 3 (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. 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 By: . J TO SE MONYA Assistant City Attorney RECOMMENDED FOR APPROVAL: N a b i l Saba Datte:2l02 07 02 1 1 49:49 Saba -0'00' NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA ALVARO N UNEZ Acting City Manager CONTRACTOR: Loengreen, Inc. — J�< NAME: Jeong Won Hong TITLE: President City Council 14 — 27 7/16/2024 Page 3 of 3 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-0504 COUNCIL CHAMBERS RESTROOM & TRANSLATION ROOM BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: L C 5(�- I �C�i :E 4' ; 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 1 LS $'f av $� ` 2 demolition 1 LS $ if Z v eo $ i 3 concrete slab, concrete stair 1 LS $ 3 �7 oO 4 metal stud framing, post & 1 LS $ l � ro $ , ` miscellaneous framing, new hand railing at ramp and stairs 5 new hollow metal and steel doors 1 LS $ v �7 $ and frames with door hardware ` 6 new gyp board, patching, new 1 LS $ l painting and caulking i 7 the work, complete with grout 1 LS $ /1 � � d` $ ` T and sealing 8 carpet tile, padding, adhesive, 1 LS $r 7 Q o o $ 00 and required accessories for ` complete work 9 rubber base and adhesives 1 LS $ + j f 0 , 10 luxury vinyl tile, padding, and 1 LS $� q?O $/00, --/VlP required accessories for complete work 11 all restroom accessories, and 1 LS $ 6oOn $ signage, 12 duct work, mechanical system, 1 LS $ and exhaust fans 13 all plumbing fixtures and required 1 LS $ �p �� $�/� v back supports, venting pipes, supply i es, and accessories City Council P-1 ofP-114 — 28 7/16/2024 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 22-0504 COUNCIL CHAMBERS RESTROOM & TRANSLATION ROOM Item Description Qty Unit Unit Price Amount 14 service, power, switching, 1 LS $ $ distribution, occupancy sensors, fight fixtures, data and communication conduits, general work 15 acoustic ceiling tile, ceiling grid 1 LS system, 16 As -Built Plans 1 LS $10,000 $ a COO. 17 Construction Permit 1 LS $Quote + % for CA (round) $ 18 Advertisement Sign 1 LS $ $ TOTAL BASE BID $ 'p: el 0, F' 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. 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 number (180) 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 $660 per calendar day. Name of Firm Signature of BIDDER Title R—e 5 r Je,,1,� / (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) City Council P-2 ofP-114 — 29 7/16/2024 EXHIBIT 4 COST ANALYSIS CONSTRUCTION OF PROJECT NO. 22-0504: Council Chambers ADA Restroom and Translation Booth Remodel Construction Contract $ 821,440.00 Contract Administration, Inspection and Testing $ 123,216.00 Contingencies $ 164,288.00 TOTAL ESTIMATED CONSTRUCTION COSTS $ 1,108,944.00 City Council 14 — 30 7/16/2024 w w w I � a L)O Le) 3: �LU �) «0 2� «a �LU �w > bw �k Q� � E « Q A2\0 t)/0-8 8 mom=ae k§: eok k\§\G9 maw-o■ §?■0 o- Z_f`2o e*k`&�4t 0�#k6@)2 � ) e -0 5 aa$RR®§@ �Eoo 3§%■a¥\ UB&)@#tee U) 22~48�� w)e{)�be D22oa\M ®] w0 m (o ±-;E±0E OB2t§w{E �okE-E0 ar&8$\2\ § \ \ co 2 � § & 2 a Q E w2 w kf �� � w/ wf% Ot§ O\ W o o W . � aocr a812 �z § § co , . � � L , . , , . \ \ � � m 7■ m p p■ ■ R C ■ * * N= a � 7 7 a LL } « « LL � 8 � 2 2 L m & ° S LL 0 / 2 w < LU \ � # w / O \ IL m a w 2 2 \ S / N O N S � � E _ 0 U � m 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 July 16, 2024 TOPIC: On -Call Engineering Plan Check Services AGENDA TITLE Agreements with Willdan Engineering Inc., TKE Engineering, Inc., Charles Abbott Associates, Inc., Harris & Associates, Inc., and Cannon Corporation for On -Call Engineering Plan Check Services RECOMMENDED ACTION Authorize the City Manager to execute agreements with the firms listed below to provide on -call engineering plan check services for a three-year period beginning July 16, 2024, and expiring June 30, 2027, with a provision for one, two-year renewal option for a total aggregate amount not to exceed $1,500,000 for the term of the agreement and for the total annual compensation not to exceed $300,000, including renewal options, exercisable by the City Manager (Core Agreement No. A-2024-XXX). Firms Location Willdan Engineering, Inc. Anaheim, CA TKE Engineering, Inc. Riverside, CA Charles Abbott Associates, Inc. Mission Viejo, CA Harris & Associates, Inc. Irvine, CA Cannon Corporation Irvine, CA GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION The Public Works Agency (PWA)'s Engineering Services Division supports public and private property development by reviewing plans and issuing permits. In prior years, the City has utilized consultant firms on an as -needed basis to meet the goals and objectives of the City. The volume of development activity fluctuates and on -call plan checking services are required to keep up with demand and deliver timely services for the community. The plan checking and permit fees that the City charges developers are based on cost recovery and the on -call nature of the recommended contracts ensures that the City can maintain responsiveness. The table shown below summarizes the number of permits that PWA has issued over the last five fiscal years. City Council 15 — 1 7/16/2024 On -Call Plan Check Services July 16, 2024 Page 2 Fiscal Year Count of PWA Permits Issued 2018-2019 1,288 2019-2020 1,099 2020-2021 1,336 2021-2022 1,260 2022-2023 1,283 On March 19, 2024, PWA released a Request for Proposals (RFP) for on -call engineering plan check services. Seventeen (17) proposals were evaluated by a review committee, where each firm was rated according to its organization, credentials, resumes, references, and fees to provide the required services. The list of the firms and each respective rankinq is as follows: Firm City Rank Willdan Engineering Anaheim, CA 1 TKE Engineering, Inc. Riverside, CA 2 Charles Abbott Associates, Inc. Mission Viejo, CA 3 Harris & Associates Irvine, CA 4 Cannon Corporation Irvine, CA 5 Staff recommends that Willdan Engineering, Inc., TKE Engineering, Inc., Charles Abbott Associates, Inc., Harris & Associates, Inc., and Cannon Corporation be retained to provide On -Call Engineering Plan Check Services (Exhibits 1-5). In order to provide the best services to the City, staff will endeavor to distribute work equally among the five consultants, but reserves the right to assign more work to one or more consultants over another based on type of availability of staff and performance, among other factors. FISCAL IMPACT The current fiscal year funding is available in the FY 2024-25 budget and future fiscal year funding will be included in the proposed budgets for City Council consideration. Fiscal Accounting Fund Accounting Unit, Amount Year Unit- Description Account Description Account # Public Works- 10117605- Public Works- Development 2024-25 62300 Admin &Planning Engineering, Contract $250,000 Services — Professional City Council 15 — 2 7/16/2024 On -Call Plan Check Services July 16, 2024 Page 3 Fiscal Accounting Fund Accounting Unit, Amount Year Unit- Description Account Description Account # Public Works- 10117605- Public Works- Development 2024-25 62302 Admin &Planning Engineering, $50,000 Contracted Vendor Personnel Services Public Works- 10117605- Public Works- Development 2025-26 62300 Admin &Planning Engineering, Contract $300,000 Services — Professional Public Works- 10117605- Public Works- Development 2026-27 62300 Admin &Planning Engineering, Contract $300,000 Services — Professional Optional Extensions Public Works- 10117605- Public Works- Development 2027-28 62300 Admin &Planning Engineering, Contract $300,000 Services — Professional Public Works- 10117605- Public Works- Development 2028-29 62300 Admin &Planning Engineering, Contract $300,000 Services — Professional TOTAL $1,500,000 EXHIBIT(S) 1. Agreement — Willdan Engineering, Inc. 2. Agreement — TKE Engineering, Inc. 3. Agreement — Charles Abbott Associates, Inc. 4. Agreement — Harris & Associates, Inc. 5. Agreement —Cannon Corporation Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Approved By: Alvaro Nunez, Acting City Manager City Council 15 — 3 7/16/2024 EXHIBIT 1 AGREEMENT WITH WILLDAN ENGINEERING, INC. TO PROVIDE ON -CALL ENGINEERING PLAN CHECK SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 16th day of July, 2024 by and between Willdan Engineering, Inc., a California corporation ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On March 19, 2024, the City issued Request for Proposal ("RFP") No. 24-035, by which it sought qualified firms to provide on -call engineering plan check services for the City's Public Works Agency. B. Contractor submitted a responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP 24-035. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional engineering firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Contractor shall perform the services described in the scope of work that was included in RFP No. 24-035, which is attached as Exhibit A, and as more specifically delineated in Contractor's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Contractor is one of five (5) contractors selected to provide engineering plan check services on an on -call basis under RFP 24-035. The total annual compensation for the services provided by all such contractors selected under RFP 24-035 shall not exceed the aggregate amount of Three Hundred Thousand Dollars and Zero Cents ($300,000). The total aggregate amount to be expended by all such contractors during the full term of the Agreement, including extension periods, if any, shall not not exceed One Million Five Hundred Thousand Dollars and Zero Cents ($1,500,000). b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper City Council 15 — 4 7/16/2024 invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for an initial three year term and terminate on June 30, 2027, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for a single, two-year extension upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not City Council 15 — 5 7/16/2024 be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Contractor. a. Minimum Scope and Limit of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1) with a limit no less than $1,000,000 combined single limits. 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 Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. 5. Broader Coverage: if the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions 1. Additional Insured Status: The City, its City Council, its officers, officials, employees, and volunteers are to be covered as additional insureds on the Contractor's CGL, Professional Liability, and Automobile Liability policies, with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connectionwith such work or operations. 2. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation that any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any City Council 15 — 6 7/16/2024 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. 3. Primary Coverage: For any claims related to this contract, the Contractor's insurance coverage shall be primary. 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. 4. Severability of Interest: A severability of interest provision must apply for all the additional insureds, ensuring that Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. 6. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require 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. 7. 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 AXH, unless otherwise acceptable to the City. Claims Made Policies: If any of the required policies provide coverage on a claims - made basis: (1) the Retroactive Date must be shown and must be before the date of the contract; (2) Insurance must be maintained and evidence of insurance must be provided for at least three years after completion 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, Contractor must purchase "extended reporting" coverage for a minimum of three years after completion of work. 9. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. City Council 15 — 7 7/16/2024 10. Subcontractors: Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. 11. 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. 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, the above indemnity shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor and excluding such claims that arise out of the sole negligence or misconduct of the indemnified parties. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor City Council 15 — 8 7/16/2024 shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. City Council 15 — 9 7/16/2024 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be City Council 15 — 10 7/16/2024 cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 To Contractor: Tyrone Peter, PE Director of Engineering 2401 East Katella Avenue, Suite 300 Anaheim, CA 92806 1peter e,willdan.com A party may change its address by giving notice in writing to the other party. Thereafter, any City Council 15 —11 7/16/2024 communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: ,� / / AJ_� Kyle lesen Assistant City Attorney RECOMMENDED FOR APPROVAL: N a b i l Saba Date: 2l0signed by Nabil 2 07.02 1 1 29:00 Saba _07'00' Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Alvaro Nunez Acting City Manager WILLDAN ENGINEERING: Na . yrone Peter Title: Director of Engineering City Council 15 — 12 7/16/2024 EXHIBIT A - SCOPE OF WORK Appendix ATTACHNIENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL ENGINEERING PLAN CHECK SERVICES RFP NO.24-035 INTRODUCTION The City of Santa Ana is located in the County of Orange in Southern California. The City encompasses 27.5 square miles and a population of over 325,000 people. The City of Santa Ana intends to retain Civil Engineering Consultants on an as -needed or "on -call" basis. A Professional Services Agreement will be entered into with several of the qualified firms Civil Engineering consultant(s) to provide plan check services for a variety of projects on an on -call, as -needed basis, the selected firm(s) may later be asked to provide professional engineering services proposals on specific, project -by -project basis, based on an agreed -upon specific scope of services and fees. In general, work consists of Public Works Engineering plan check services. The plan check may include street improvement plans, grading plans, water quality management plans, storm drain improvement plans, singing and striping plans, traffic studies, traffic signal plans, signal modifications, street lighting plans, traffic control plans, landscape and irrigation plans, land survey documents such as: tract maps, parcel maps, dedication legal description. In the past, the City has utilized professional and administrative staff on as needed basis to meet the goals and objectives of the City in the delivery of quality and on time services. The staff services are an extension to the current workforce and work in conjunction to better serve and complement the needs of the Public Works Agency. In summary, the City of Santa Ana is soliciting proposals from qualified firms to provide engineering and survey plan check services for Public Works. This request for proposal (RFP) provides interested qualified firms with the information enabling them to submit a Service Bid Proposal and to provide the services described herein. The City may select up to five (5) consultants to provide the services described herein. Description of Work: On as needed basis, the Consultant/s will provide the City with engineering and land surveying plan check services to the Public Work Department. The work consists of general engineering plan check for offsite improvements related to land development projects in the City. City of Santa Ana RFP 24-035 City Council age - 5 — 13 7/16/2024 The various plan check services will be for the following areas, including but not limited to: Street Improvement Plans • Grading Plans Water Quality Management Plans Geotechnical Reports • Land Surveying Legal Description of Dedication • Final Map Plan Check Landscape Architectural and Irrigation Environmental • Transportation/Traffic Studies • Signing and Striping Plans • Traffic Signal Plans • Street Lighting Plans In addition to general engineering design projects Consultants may be asked to perform the duties of the City Land Surveyor and sign Final Maps. Consultant Responsibilities: On an as -needed basis, the Consultant(s) will be requested to conduct plan review services for the City, whether through paper submissions or electronic plan review. The City is currently using ProjectDox as its online/electronic plan review platform, and it is required that the Consultant(s) familiarize themselves with this software and any other software the City might use in the future. The City of Santa Ana is dedicated to enhancing the customer experience throughout the plan review process. To achieve this, the City has established a guideline ensuring that the initial plan review will be completed within a maximum of four weeks, followed by a two -week period for the second review, and a one -week turnaround time for any further reviews if necessary. Consultant(s) are required to deliver weekly updates to the City staff, detailing the progress of the plan review, the anticipated completion date, and the hours dedicated to the plan check. Consultants must present their comments to applicants in a list format, as an independent document, which could be easily understood and interpreted on its own. It is essential that Consultants offer clear, detailed comments designed to assist the applicant in achieving plan approval with minimal resubmissions. Consultants(s) are required to provide monthly invoices for the hours dedicated reviewing plans. The City reserves the right to interview any of the plan checkers, or other staff, prior to allowing plan check services. Registered Professional Engineers and Licensed Land Surveyors may be required to sign plans, specifications and contract legal documents. City of Santa Ana RFP 24-035 City Council age - 5 — 14 7/16/2024 Sample Fee Proposal Consultant shall submit a fee proposal as described below. The proposal will be used for fee comparison and evaluation purposes. The proposer shall complete this form and include it along with the billing rates breakdown. This schedule will be used to identify different plan check hourly rate for each different type of plan check. Consultants are to identify their own staff to review different plan types, but only provide to the City an overall hourly rate for each different plan check type. This will only be used for comparison purposes and may be changed if agreed upon by both parties. PROPOSER FEE RATE SCHEDULE COMPANY NAME (date) TITLE Street Improvement Plan $ Grading Plan $ Water Quality Management Plan (WQMP) $ Geotechnical Report S Land Surveying Documents $ Legal Description of Dedication $ Landscape Irrigation Plans $ Environmental Documents $ Transportation/Traffic Studies $ Signing and Striping Plans $ Traffic Signal Plans $ Street Lighting Plans $ Miscellaneous Plan Check $ BILLING RATE Furthermore, this fee proposal will become part of Exhibit B of the Contract Agreement and will be used to compare with an actual work request. City of Santa Ana RFP 24-035 City Council age 5 — 15 7/16/2024 F 6 rYltYr"r'�tt'il".TI r�r f ° i i i _ ,�ar Cover Letter April 9, 2024 City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attention: Ehab Elias, PE Senior Civil Engineer Subject: Proposal for On -Call Engineering Plan Check Services The City of Santa Ana is seeking qualified consultants to provide professional as -needed plan check services. Willdan Engineering (Willdan) is confident that we can continue to successfully provide the requested professional engineering plan check services as a valuable resource to help augment City staff in accomplishing the City's goals and needs. Throughout this proposal, we have demonstrated the advantages the Willdan team brings to the requested services and ways the City can continue to benefit from having us as its' supporting consultant. The following strengths are what set us apart from the competition and makes us the best -qualified support team for the City: Understanding of City Plan Checking Services. Willdan's plan checking applies City, State and Federal guidelines, particularly the California Subdivision Map Act, NPDES and Low Impact Development requirements and general compliance with City Standards, Ordinances and Regulations. Our staff of experts will stamp and wet sign the approval of engineering documents/plans/maps for accuracy and adequacy and will submit an approval letter stating the same. Open communication is one of the most important elements to the success of a plan check. Willdan will always perform all necessary correspondence and coordination with City Staff to ensure the plan check is completed in a timely manner. Highly Skilled Project Manager. Ron Stein has f12 years of engineering expertise in land development design and plan check services. Ron presently serves as a Task Leader for Orange County and Project Manager for a similar assignment with the Cities of La Quinta and Rialto. He has led land development engineering teams engaged in the design of projects encompassing all aspects of the City's scope of work, conducting meticulous QA/QC plan reviews that quality products that adhered to all local agency standards. Ron's experience in the design and construction of private and public works projects will add tremendous value to the City's plan review process from the perspective of constructability and value engineering. 40Knowledge of the City. Willdan's corporate headquarters and project office for this contract is in Anaheim —just 5 miles from the City offices. We have made it our mission to understand the specific needs of each jurisdiction we serve, and tailor our company resources to meet those specific needs. A full staff of professionals is readily available to serve your contract for both in-house and off -site services. We have an established working relationship with City staff and a familiarity with City and County procedures. Our knowledge of Orange County will enable us to initiate work quickly and to respond appropriately to issues that arise during the course of this contract. Council 15 — 17 Services Industry Leader in Electronic Plan Review. Willdan is recognized throughout the industry as a leader in electronic plan review. Willdan developed an electronic plan review system more than 20 years ago and has remained on the forefront of electronic plan review software usage. We are proficient in the use of Bluebeam and other software programs. • Quick Turnaround Times. Willdan is well-known for providing high quality, accurate plan ED reviews in a timely manner. We understand that time is of critical importance to the City and to the development of the community. We are dedicated to meeting standard and "fast track" turnaround deadlines. Staffing Resources. Our bench of licensed and technical experts consists of specialists in construction management, construction observation, water resources, highway and roadway engineering, drainage and flood control, structural engineering, traffic and transportation engineering, geotechnical engineering and materials testing/inspection, i municipal engineering, landscape architecture, environmental planning, building safety, urban and regional planning, and other technical fields. The breadth and diversity of the firm's expertise means our experts can draw upon the considerable experience of the firm - maximizing efficiency, productivity, and quality in meeting project schedules and budgets. Other services such as federal invoicing and labor compliance can be provided with in-house staffing resources. Tyrone Peter, PE, Director of Engineering of Willdan Engineering is authorized to contractually bind Willdan. Ron Stein, PE, ENV SP will serve as Project Manager will oversee all day-to-day services provided to the City and can be reached as shown below: Tyrone Peter, PE Director of Engineering Willdan Engineering 2401 East Katella Avenue, Suite 300 Anaheim, CA 92806 (657) 223-8557 tpeter(a-)willdan.com Ron Stein, PE, QSD, ENV SP Project Manager III Willdan Engineering 13191 Crossroads Parkway North, Suite 405 Industry, CA 91746 (714) 204-9257 rstein(a-)willdan.com Willdan's federal tax id number is 95-2295858. This statement is valid for 365 calendar days from the above date. All the information submitted with this proposal is true and correct to the best of our knowledge. We appreciate the opportunity to submit this proposal and look forward to discussing our proposal with you and your staff. WILLDAN ENGINEERING C4--- Tyrone Peter, PE Director of Engineering 910005\06-160\P24-115 26203 Council 15 - 18 Services i i Table of Contents CoverLetter........................................................................................................................... i Contract Agreement Statement........................................................................................... 4 Agreement Exceptions....................................................................................................4 Qualifications of the Firm.................................................................................................... 5 Firm and Team Experience.............................................................................................6 ProposedStaffing............................................................................................................7 OrganizationalChart........................................................................................................7 Technical Support Team.................................................................................................8 Subconsultants................................................................................................................9 Understanding of Need/Schedule of Delivery ...................................................................... 9 Work Approach/Scope of Work........................................................................................9 Review of Improvement Plans.......................................................................................10 Electronic Plan Review..................................................................................................10 Responsiveness to City Staff and Project Requirements...............................................11 Outline of Quality Assurance Program...........................................................................11 Relevant Project Experience.............................................................................................. 13 References......................................................................................................................... 13 Scopeof Services.............................................................................................................. 16 Schedule.......................................................................................................................20 FeeProposal...................................................................................................................... 20 Required Forms/Certifications........................................................................................... 20 Resumes for Personnel..................................................................................................... 27 Council 15 — 19 Services i i i Contract Agreement Statement Agreement Exception Willdan has reviewed the On -Call Engineering Plan Check Services Agreement and shall meet these requirements upon selection with the following wording suggested by our corporate attorney that is summarized below: Page 5, Paragraph 8 Add the following Additions and Deletions to the end of this paragraph: 8. Consultant agrees to defend, and shall indemnify and hold harmless the City, its offices, 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 for 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 apply 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 indemnity, 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 n in any legal proceeding. Notwithstanding the foregoing, le the ev+e„+ GP_Rs lta At's ser,iines are s NeGt to GMT Cede SeGtien 27-82 s2", the above indemnity shall be limited, le +he extent required by Gi„il Cede SeGtieR 278 Q" to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant "and excluding such claims that arise out of the sole negligence or misconduct of the indemnified parties" to the end of the paragraph." ervices City Council 15 — 20 Proposal for n- a % j Qualifications of the Firm Willdan Engineering (Willdan), a California corporation since 1964, is a subsidiary of Willdan Group, Inc., a publicly traded Delaware corporation. Services are provided to nationwide clientele through three subsidiary firms — Willdan Engineering, Willdan Energy Solutions, and Willdan Financial Services — that offer a portfolio of diversified strengths. Willdan has sustained a healthy financial performance and has the financial resources and appropriate staffing to perform and complete all contractual obligations. There are no pending conditions such as bankruptcy, litigation, planned office closures, impending merger, etc., that would impede Willdan's ability to fulfill the on -call contract. Willdan has the financial strength and wherewithal to complete all projects it undertakes. This is due, in part, to a strong, dependable reputation in the consulting industry and a stable client base that continues to expand through repeat customers and referrals, as well as through new service areas. ANNUAL 11-ENUE OF © $51O Million NASDAQ: WLDN Willdan Engineering (Willdan) is a wholly owned subsidiary of Willdan Group, Inc (WGI), a publicly traded company on the NASDAQ (NASDAQ ticker: WLDN) that issues financial reports quarterly. Financial information, including information on revenue, earnings, and cash flow, can be found on the Investors page of our Web site at www.willdan.com. Throughout our 60-year history, Willdan has served as a full -service, multidisciplinary firm specializing in municipal engineering and planning services along with a full complement of support disciplines necessary for a sustainable project. Our services and in-house support disciplines encompass traffic, civil, structural, geotechnical, right-of-way, city, and special district engineering; urban and regional planning; program/construction management and inspection; plan, study, and report review; building safety; drainage and flood control; mapping; and other appurtenant services such as GIS, utility coordination and relocation, and landscape architecture. With this depth of experience, expertise, knowledge, and resources, Willdan offers comprehensive solutions that are timely, cost effective, and tailored to meet the needs of individual communities. Our understanding of public agency challenges and needs is what makes Willdan unique. Corporate Mission and Philosophy From Day 1, Willdan has maintained a business strategy focused on providing services to only public agencies. Today, 98 percent of our business is with public agencies. This strategy prevents potential conflicts of interest with private enterprises conducting business with our public agency BEST clients or within their jurisdiction. Unique to Willdan is our understanding of public agency PRACTICES needs and issues. Willdan's professionals often serve to extend our clients' staff in the capacity of city and traffic engineers, planning directors, building officials, and other public agency positions. Additionally, many provide the added value of having served in public agency management positions prior to joining Willdan. To meet and, on many occasions, exceed the expectations of our clients, Willdan fosters and instills a corporate culture of Customer -First among our staff and in our day-to-day work environment. Looking out for the City's best interests is at the forefront of everything we do. Our customer -focused philosophy is particularly evident when dealing with complex situations and difficult challenges that are hard to resolve. Willdan has been delivering skilled, integrated, cost-effective engineering and planning services to its clients for over 59 years. Whether you need one on -site staff expert or a full project team that can tap our nationwide resources and expertise, we are the right team for the job. Willdan combines multidisciplinary experience and expertise, technical excellence, and management proficiency to deliver flexible, practical solutions at the lowest possible cost. Willdan has over 1,500 full-time and part-time employees nationwide and many of our employees hold valid Professional Engineer, Geologist, and/or Landscape license in the State of California. With this depth of experience, expertise, knowledge, and resources, Willdan offers comprehensive solutions that are timely, cost effective, and tailored to meet City Council 15 - 21 Proposal or n- all "TMIM ervices the needs of individual communities. Our understanding of public agency challenges and needs is what makes Willdan unique. Office Locations Willdan has offices throughout the United States. Our California engineering offices are in the following cities: Z Anaheim Z Fresno Z Redding Z San Bernardino Temecula �D Carlsbad Z Industry Z Roseville Z San Diego Ventura Z Elk Grove Oakland Z Riverside Z San Francisco Other Services Willdan's experience in serving public agencies provides us with unmatched knowledge of the needs and services required by City departments. As we serve directly in City offices, we are keenly aware of how City CIP and design projects are planned, designed, and constructed. The services that we provide to clients on a routine basis include Civil Engineering, Traffic Engineering, Survey/Mapping/ Right -of - Way Engineering, Structural Engineering, Pavement Engineering, Stormwater Engineering, Geotechnical Engineering, Landscape Architecture, Construction Management/Inspection, Utility Coordination and Permitting, Environmental Compliance and Permitting, Grant Funding, and Labor Compliance Management and Oversight. These are the core services that we provide daily to our clients and are prepared to offer them to the City of Santa Ana. Firm and Team Expertise: On -Call Contracts On -call engineering services are Willdan's foundation. Our staff includes former public agency employees or contract agency staff. Therefore, we understand the importance and purpose of on -call contracts and are very familiar with the processes and procedures for such services. Within the last 8 years, Willdan has completed projects and task orders for more than 200 as-needed/on-call contracts. This experience and the relevant experience of our dedicated and available key personnel are what best suits Willdan to provide the City with on -call services. Our history of working with on -call contracts has prepared our staff to respond to all requests for services in a positive, efficient manner. Our firm's commitment to responsive service and successful project delivery has given us a reputation as a firm that can be trusted to listen to and to deliver a product our clients envision and embrace. We begin our approach by adhering to these principles: ruthfulness andhighathical ■ Conduct business with truthfulness and high ethical standards. standards 111111111111F ■ Approach each project with a spirit of resourcefulness and excellence. ■ Seek appropriate solutions that fit the project. ■ Maintain high standards of technical quality. Maintain solutions that fit highstandarda Willdan understands the unique aspect of working under an on -call contract. i,:t eproi. Success in working with this type of contract is dependent upon understanding 7 a variety of elements that may be encountered, such as: ■ Short project durations and minimal lead times for assignments may be required. ■ Flexibility in service assignments, understanding work to date, and coordinating completion of project tasks already started by agency staff in crucial projects. ■ The availability of our staff to the work assignment as it develops is critical to moving a project forward. ■ Efficient use of resources is important for project assignments that are relatively small. ■ Consistent, organized project management is vital due to the potentially large numbers of projects that may be in process. City Council 15 — 22 roposa or un-Lall P TN72M ervices F-- r L � c � cn � @ @ 0 0- 0 � a. m 0'- ƒ E e o a > I U) o t E� §2 3 e _ /= o •- ��(n ¥ @ 3 0-0 3 m = 3 (D ® 2 G E� E c 2 \ O o 0 c f 0' \% ? c U) =5 � ± 2 \ 2 �� % E ) % � \ \ 7 3222 c•- 2 •§ ƒ \ & / U) _ ° 3 E =.e o ± { § •/ / ƒ •/ UU)0ƒ 2 E/ Q U E / < E > I e � � o E \ 0 \.§ 0 >-0 0 2 0 e = \ o C'/�(D�� g o = % 4 2 � 5 0>>\ \/ /§\3\2� E c_- I E •�� •E \ G 2 q /-� 7 / / \ E k \ > E 3 k @ 0 X ¢ / @ 2 a) E 2 0 .§ _ -FZ 3 U = x -c- •7 E = 2 E I % § ƒ \ \ / \ 3 k cz e 2 E y« 5= 2 0 2 k o§ % \ - E E % 032 32•E2"72�2 Lel Z, i � q N I LO � E _ 0 U � m Technical Support Team Tyrone Peter, PE Director of Engineering/Quality Assurance Manager 17 Ron Stein Project Manager 12 Chris Stone Wet & Dry Utilities, Grading, Storm Drain, Hydrology & 30 Hydraulics, & Street Improvements Kevin Smith, PE Wet & Dry Utilities, Grading, Storm Drain, Hydrology & 8 Hydraulics, & Street Improvements Glenn Hale, PE, QSD/P Wet & Dry Utilities, Grading, Storm Drain, Hydrology & 32 Hydraulics, & Street Improvements Kenneth Krieger Wet & Dry Utilities, Grading, Storm Drain, Hydrology & 39 Hydraulics, & Street Improvements Jeff Jensen Wet & Dry Utilities, Grading, Storm Drain, Hydrology & 32 Hydraulics, & Street Improvements Jennifer Shinn Wet & Dry Utilities, Grading, Storm Drain, Hydrology & 20 Hydraulics, & Street Improvements Jeff Lau, PE, TE, ENV SP Traffic Studies, Signing & Striping, Traffic Signal & Street 19 Lighting Robert Burch Traffic Studies, Signing & Striping, Traffic Signal & Street 30 Lighting Reggie Greene Traffic Studies, Signing & Striping, Traffic Signal & Street 24 Lighting Kevin Custado, EIT, ENV SP Traffic Studies, Signing & Striping, Traffic Signal & Street 8 Lighting Stefan Chiose, PE Structures/Bridges Structures/Bridges 12 Aaron Cowen, PE 30 Chris Kelley, PE, QSD/P NPDES/WQMP Reviews 17 Joe Bellomo, PE, QSD/P, QISP NPDES/WQMP Reviews 25 Kelsey Reed, CESSWI, QSP NPDES/WQMP Reviews 8 Kayla Urbina, EIT NPDES/WQMP Reviews 2 David Knell, PLS Survey, Mapping, ROW & Subdivision Services 41 David Krommenhoek, PLS Survey, Mapping, ROW & Subdivision Services 39 Susana Barrientos Survey, Mapping, ROW & Subdivision Services 23 John Hidalgo, RLA Landscape Architecture, Irrigation, & MWELO 31 Bryan Nguyen, RLA Landscape Architecture, Irrigation, & MWELO 25 Chien -Chang Chen, Ph.D., PE, GE Geotechnical Services 24 ervices City Council 15 - 24 Proposal for n- a % 7 Subconsultants Willdan provides full service, in-house professional engineering plan checks, consulting, and design services for many varied developmental and capital improvement projects, including residential and commercial developments, roadway, grading, drainage, water, sewer, major highway facilities, bridge structures, traffic signals, and signing and striping improvements. As such, we can perform the plan check services requested by the City without the involvement of team sub -consultants. Understanding of Need & Work Approach Willdan is noted for open lines of communication and flexibility in providing plan review services. We can provide reviews of hard copy or electronic documents. Coordination of all plan reviews will be through Mr. Stein. We understand that site visits may be required to the project locations and when so conducted, photographs will be taken and documented in the project file. It is expected that plan checks should not exceed four (4) total plan checks which includes three (3) plan reviews and one (1) final mylar review for approval if required by the City. Willdan's approach to the plan review process is shown in the flow chart and as follows: Plan Review Process City notifies initial review of Willdan and Documents Documents documents to uploads plan received and F distributed to observe review logged in discipline leaders completeness/ assignment critical errors 0 • Submittal complete /• No critical errors • Continue City directs with review Willdan to Q O Q Q �}'► Notify City & continue CY Developer with the illdan Willdan Willdan Willdan returns Willdan and coordinate completes electranicall review. performs the ent matrix files reviewed plan reviews to Supports City L: • Submittal with them to — plan review the City QA/QC otifies City documents incomplete determine if / or with review should critical errors continue City directs ' • Notify City Willdan to suspend the review. Process Items 1 through 3: Once Willdan is notified of a plan review assignment, it is logged into the tracking system and distributed to discipline leaders. Process Item 4 through 5b: Our professionals perform a preliminary review of the plans to obtain an understanding of the site and improvements, as well as to identify any substantial errors or omissions such as obvious utility conflicts. These can become critical issues that necessitate substantial redesign. If critical issues are identified, they will be brought to the City's attention to determine whether the review should continue or be suspended pending the required redesign. Process Item 6: Saving review time allows for saving time for the developer, which is essential to a project schedule. Once a plan check is complete and ready for further review, the reviewers electronically review the documents electronically and provide comments in an electronic format acceptable to the City. Process Item 7-9: At the completion of the plan review, a comment matrix will be created to summarize comments from all disciplines reviewed. Documents will be entered into the tracking system and the City will be notified. Process Item 10: Willdan will be available to support the City on any inquiries during QA/QC period as required. ervices City Council 15 — 25 Proposal for n- a % 7 Willdan provides all administrative, professional, and other technical resources necessary to review designs for completeness and correctness without the need for subconsultants. In our communication process, we can transmit rough drafts of our comments back to the City for review prior to the preparation of final copies. This gives the City staff the prerogative of changing, modifying, or adding any comments they desire. Following approval of draft comments, final copies are printed on an agency letterhead, or as otherwise directed, and forwarded to the applicant and/or returned to the City. This process assures local input and knowledge of the content of corrections and produces continuity between the jurisdiction and the consultant. Plan reviewers will be available to discuss and clarify plan check issues with the City staff, designers, owners, and contractors. Willdan will utilize Bluebeam software for plan review. The electronic format provides efficiency in the distribution and recordation of plan review comments and responses. Mylar plans ready for approval by the City Engineer will be initialed, and a letter will be provided stating that the design is in substantial compliance with the applicable local, state, and federal requirements. Deliverables to the client and applicant for a typical plan check will include electronic delivery of reviewed plans and documents and a corresponding plan review comment letter. For projects containing the review of multiple documents, the plan review comments will be consolidated into one comprehensive comment letter. Throughout the plan check process, Willdan will be available to meet with City Staff and/or the developers' consultant with 48 hours advance notice. Willdan will tailor our in-house checklists to meet the City requirements. We routinely utilize check lists to track the completion of the various plan check requirements. They promote consistency in reviews and can be used in-house only or distributed to the City and applicant as directed. Electronic Plan Review Willdan has been providing plan review services electronically for over 17 years. The Geocivix electronic plan review process is a web -based program utilizing software that enables a plan reviewer to insert annotations (comments) on plans and create issues (comments) within a letterformat. Services are provided at the request of the applicant or the agency we serve. Submittals can be accepted either in hard copy, whereby Willdan converts the plans to r r electronic format, or electronic copy in a PDF or TIF format. Willdan will review plans and can transmit the electronic redlined plans back to the applicant or the City as directed, in either electronic or hard -copy format. The reviewers can_. create a comment letter with links to the electronic project pages under review. All administrative tools are provided` # for correspondence, tracking, stepping through stages, "' _. "Nom.;= and administering all access privileges. This service allows for collaboration between the City, designer, and plans examiner to facilitate a complete understanding of plan review comments and can reduce shipping, printing, and time for the plan review. We understand that the City currently uses Project Doxx as their electronic plan review platform. Willdan has worked with many different platforms such as LMS, TRAKiT and Energov and found the learning curve to be minimal for each one as they are similar. Willdan can both work directly within the City's current system or augment with Willdan's developed platform based on the City's preference. Willdan will utilize electronic plan reviews to help streamline the review process via the use of Bluebeam. Multidiscipline reviews can utilize a Bluebeam Studio Session. These sessions allow all reviewers to markup the plan set as one cohesive team. All comments are seen by the whole team allowing immediate input and feedback between disciplines as if they are marking up the plans over the same table. Several of our clients use permit tracking software such as LMS, TRAKiT or Energov and we are proficient in the use of those software platforms as well. We will coordinate our review services with the City's permit tracking system. City Council 15 — 26 Proposal or Un-Lall PTMIM ervices 10 Responsiveness to City Staff and Project Requirements Willdan has identified four major components to facilitating reviews as shown below: 0 0 0 0 Timely technical reviews of complete plans and reports to control cost and meet schedules. This eliminates delays and adds costs that result in inaccurate review package submittals. Record keeping utilizing in- house tracking software, digital files, plan check mark-ups and reference materials while logged in the City tracking system is part of our facilitating process. Outline of Quality Assurance Program Communication between the plan reviewer(s) and the Engineer of Record facilitates issue resolution and will be done through phone calls, e-mails, & teleconference meetings to facilitate reviews. Paper Trails keep the City and others informed through CCs of Review Matrix, e-mails, phone calls, tracking logs, and City tracking system will be given priority by our team members. Many of the Willdan Team members have performed plan and document review services for cities relative to public facilities and building development in the past decade and are doing so currently. In accomplishing development application/permit reviews, our team members have developed a proven approach to the plan review process that includes organization and documentation, matching staff to assignments and partnering with appropriate sub -consultants (when needed), applicant's consultants, and the client agency to help deliver a successful project. A successful project application review begins with the submittal of a complete improvement plan review package of relevant materials, including the project conditions of approval or compliance matrices, required regulatory submittals, all related improvement design plans, along with the accompanying subdivision maps and technical reports to the City offices. (It is vital that the submittal packages received are complete and contain all the necessary reference materials to facilitate a thorough and timely plan/document review). Once a complete project review package of materials is assigned to our Willdan team members, we will promptly undertake the review process. If incomplete submittals are received, the City will be notified immediately to avoid wasting review time and fees. Notations of incomplete submittals will be done by listing identified submittal deficiencies for the involved parties' reference and use. Once the submittal content is complete, checking will be resumed. At that point, we will do our best to keep the resumed plan review process on the revised time track. Willdan's Project Manager will be the first point of contact in our review team for each submittal and correspondence. Other submittal review recipients will be established and contacted during the submittal review, as necessary. This step will be part of expediting the assigned project distribution and return for best effectiveness. As the plan review begins, our staff will utilize the various City plan review checklists to maintain compliance with the City standards, conditions of approval, and established practice. As required, Willdan will review the project materials received and record the review comments on a comments matrix and provide appropriate `red -lined' notations on the reviewed documents. Willdan reviewers have been trained to provide clear and concise comments that have specific standard references to avoid any confusion. A typical plan check comment might be: "The project proposes 8" curb and gutter on Alpha Street. The plans show 18" gutter pan. Revise the gutter pan to be 24" to be in conformance with City Standard Plan No. 120." Upon receiving the comment, the applicant knows exactly what to do per each specific standard. Willdan's QA program is broken into four major phases, as outlined below. City Council 15 — 27 roposa or n- a q Q ervices 11 Submittal Intake Initial Review Coordination with Finalize Review Developer Comments Administrative staff ensure a complete submittal, i a. Submittal checklists and any COAs checked to ensure a complete package is received. b. Ensure the files are working properly. e. Ensure all necessary supporting reports are provided. Plans funneled to appropriate discipline for review, Each task leader performs an initial review. i a. Ensure a complete design. b. Check for any major drafting issues such as profiles or linework missing. c. Ensure previous comments are addressed. d. utilize City Checklists. Relevant Project Experience It is imperative that the City, developer and plan reviewer work together to ensure quality development. i a. Push developer to pravide written responses to each comment. b. Call developer to talk through any outstanding issues. Administrative staff compiles all comments and checks for grammar or formatting issues. Sent to PM for final review. I a. Check for conflicting comments between disciplines. b. Ensure clear and concise comments with standard references. c. Ensure a thorough first review to avoid additional comments. d. Check for consistency between prior approved plans_ Willdan has 60 years of experience in plan check and plan check -related field inspections and verifications for civil engineering services. Due to Willdan's commitment to meeting and regularly exceeding client expectations, we have served many of our local government clients for decades. a o c� J in In t4 cC _ _vi 6 6a� R to t4 .q � R y o (n V �3 �0 006 � �' E " E 0 chmw �� a NNJ u'_ °0 06 E W �••i a> 0) = Q= ta6.0 LtIJ W •_ ty ai Client C) IY �a,u) cn Q _Em mw L y+ c4 Qi = o cn cn M a)0 �m 2.E CM -W L .� ++ Qi cn cn cn N eta 0� ttf •L ++ ai J = cn cn °�'0 4) Qi 0 W City of Bell _ City of Brea City of Cerritos City of Compton City of Corona City of El Monte City of Highland City of Inglewood City of La Puente City of La Habra City Council 15 - 28 Proposal or un-call PT3672ffl4 ervices 12 Uity or La uuinia City of Lake Elsinore 0■ 0■ City of Los Alamitos 0■ City of Manhattan Beach m■ City of Ontario City of Paramount City of Pico Rivera ■ 0■ 0■ City of Rialto 0■ City of Rolling Hills 0■ City of Rolling Hills Estates 0■ City of Rosemead 0■ City of San Bernardino 0■ City of Yorba Linda 0■ County of Orange County of Riverside County of San Bernardino 0■ ■ ■ References Client Name Contact Service Dates County of Orange Bea Bea Jimenez 2013 - Ongoing 601 North Ross Street Division Manager -Land Development Santa Ana CA 92701 (714) 667-8800 beabea.iimenez(a-)ocpw.ocgov.com Willdan is responsible for reviewing private developer projects spanning on- and off -site improvements. Review services entail final parcel and tract maps, lot line adjustments, grading and erosion control, storm drain, hydrology, water, sewer, streets, signing and striping, traffic signals, landscape, storm water pollution prevention plans, and water quality management plans. Willdan provided an expedited review contract for the Rancho Mission Viejo residential development with strict deadlines on a condensed schedule. Related Disciplines Parcel/Tract Maps Storm Drain Lot Mergers Soils Easements Hydrology Lot Line Adjustments Water Grading and Erosion Control/ ■ Sewer LID ■ Streets Active Staff Responsible for Project Ronald Stein - Project Manager Chien -Chang Chen - Reviewer David Knell - Reviewer David Krommenhoek - Reviewer Signing and Striping Traffic Landscaping Storm Water Pollution Prevention Water Quality Management Robert Burch - Reviewer Tejal Gandhi - Reviewer Reginald Greene - Reviewer Kenneth Krieger - Reviewer City Council 15 - 29 Proposal or un-call PT3672ffl4 ervices 13 Jeffrey Lau — Reviewer Representative Plan Review History Rancho Mission Viejo Residential Development 6,000 acres of mixed -use residential villages 14,000 homes planned Merrill Gardens Senior Facility TR19032 a Rienda AQ22 TR19150 Client Name City of Rialto 335 West Rialto Avenue Rialto, CA 92376 Contact Vince Giron Engineering Manager (909) 820-8045 vgiron(a)rialtoca.gov Rienda MR37 TR19025 Rienda MR21 TR19027 Rienda MR37 TR19025 The Perch @ RMV TR17932 PA3.3 VTTM 17933 PA3.4 VTTM 17934 Fire Station 67 Service Dates 2020 — Ongoing Willdan provides plan checking services for all improvement plans, including residential subdivisions; private developments; and street, traffic, and grading improvements. Willdan is tasked with providing all map reviews and serves as Contract City Surveyor for these reviews. In addition to improvement plans, Willdan reviews all technical design reports associated with the improvement plans, including hydrology, utilities, SWPPP, WQMP, and sediment control plans. Technology implementation was provided through successful introduction of electronic plan review and developing a database to utilize Bluebeam Studio to streamline and expedite the review process. Related Disciplines Contract City Surveyor Parcel/Tract Maps Lot Mergers Easements Lot Line Adjustments Soils Grading and Erosion Control/ LID Storm Drain Hydrology Water Sewer Active Staff Responsible for Project Ronald Stein — Project Manager David Woolley — Reviewer David Krommenhoek — Reviewer Chien -Chang Chen — Reviewer Jeffrey Lau — Reviewer Representative Plan Review History Bonnie View PPD2018-0094 201 S. Cactus Avenue PPD 2021-021 Streets Signing and Striping Traffic Landscaping Storm Water Pollution Prevention Water Quality Management Robert Burch — Reviewer Kevin Custado — Reviewer Reginald Greene — Reviewer Kenneth Krieger — Reviewer Glenn Hale — Reviewer u:> Car Wash 141 W. Valley PPD 2021-0029 u:> Rialto Self Storage 313 S. Riverside PPD 2021-0001 Casa Grande/Sierra ENG 21- 842 S. Lilac PPD 2021 —0012 0844 1275 Renaissance R39878 3435 Riverside LLA 2020-0007 Travel Center PPD 2021-0013 Q,�, Pepper Avenue LLA 2021-0010 Riverside Santa Ana PPD 2021-0020 Dutch Bros. 163 W. Valley Blvd PPD 2021-0029 City Council 15 — 30 roposa or n- a q Q ffl4ervices 14 Client Name Contact Service Dates City of Rolling Hills Estates David Wahba 1998 — Ongoing 4045 Palos Verdes Drive Comm. Development/Public Works North Director Rolling Hills Estates, CA (310) 377-15877 90274 DavidW(c�RollingHillsEstates.gov Willdan provides review services since 1998 for redevelopment projects, provides traffic engineering, provides inspections, and issues public works permits within the City for public works requirements. Willdan performs map checking and improvement plan reviews for private developments within the City of Rolling Hills Estates. Related Disciplines Parcel/Tract Maps Soils Traffic Lot Mergers Hydrology Landscaping Easements Water Building Lot Line Adjustments Sewer Storm Water Pollution Prevention Grading and Erosion Streets Water Quality Management Control/LID Signing and Striping Storm Drain Active Staff Responsible for Project Chien -Chang Chen — reviewer David Knell — reviewer/surveyor Susana Barrientos —reviewer/surveyor Representative Plan Review History Chadmar Golf Course Development I I t Parcel Map 82074-3809 PVDN LLA-2000054 (lots 95 and 96) LLA 200060 (Lots 33 and 34) Joanne Itagaki—Reviewer/Permit Manager Farhad Iranitalab — Reviewer Peninsula Center LLA Traffic Review for PW Permits Various Project Grading/PW Improvements Client Name Contact Service Dates City of Cerritos Dario Simoes, PE 1970 — Ongoing 18125 Bloomfield Avenue Deputy Director of PW/City Engineer Cerritos, CA 90703 (562) 916-1219 Willdan has provided plan reviews and coordination of new development projects throughout the past 58 years. Reviews encompass geotechnical and grading plans, erosion control plans, water and sewer plans, hydrology reports, LID and drainage, and traffic related plans. Willdan provides mapping reviews and offers the City expertise in land surveying and real estate property matters. Willdan reviewed multiple sites for a well-known commercial retailer and worked closely with the developer to ensure water quality compliance was met. Related Disciplines Parcel/Tract Maps Storm Drain Signing and Striping Lot Mergers Soils Landscaping Easements Hydrology Grading and Erosion Control/LID Lot Line Adjustments Water Storm Water Pollution Prevention Traffic Sewer Streets Active Staff Responsible for Project Chris Stone — Reviewer Water Quality Management Chien -Chang Chen — Reviewer City Council 15 — 31 roposa or n- a l j ervices 15 • Ronald Stein — Reviewer • David Knell — Reviewer • Susana Barrientos — Reviewer Representative Plan Review History 14� 17423-17501 Studebaker Rd 4> 11340 South St 4> 12701 Town Center Dr. 17200 Clarkdale Sewer/Water 4� 15912 Piuma Avenue 12881 166th Street/Grading Scope of Services Jeffrey Lau — Reviewer Robert Burch — Reviewer Kenneth Krieger — Reviewer 17200 Clarkdale Avenue 17423 Studebaker Rd /Lexus 12061 Del Arno Blvd (Church) 10754 Artesia Blvd - Kia 19100 Gridley Rd 11525 South St. — Target Willdan is in full agreement with the City's full of scope of services and can provide all the services listed in the RFQ under General Civil Engineering Support, Mapping Support, Geotechnical Support, Sewer Studies Support, Structural Support and Landscape Architectural Services. The following is a sample of the scope of work that may be required with each specific project assignment. This is intended as guide use only. Willdan will perform grading and site Willdan will review associated �a accessibility plan review for projects erosion and sediment control constructed in the City for plans in accordance with City, conformance with City codes and County and State Regional Water Quality ordinances, including the City grading Control Board requirements. The best code and manual, California Building management practices during Codes related to site accessibility, or ° construction will be reviewed for consistent with the City's Drainage design o compliance and appropriateness for the policies. U proposed project improvements. Willdan Willdan's staff assigned to City projects staff has experience with the preparation C has a thorough knowledge of civil E of erosion and sediment control plans for engineering principles and practices and :5 the associated grading and drainage L site improvement design requirements. All in improvement plans and, therefore, a plan reviews are completed using City- working knowledge of the design established policies and procedures. Our requirements and implementation of grading plan review will be consistent with o appropriate BMPs selection and design. Willdan plan review quality guidelines. We a will utilize the City's grading plan checklist i° and mark-up plans. Willdan will ensure plans meet applicable codes and ordinances upon completion of plan reviews, evaluation of the engineers cost estimate, and final recommendation on the bond amount and permit fees. o Willdan will review geotechnical Sewer Improvement Plans will be reports submitted as supporting ,S�wERz --- checked under the direct � o documents for development a_ W — supervision of a registered civil 3> T p g V cL projects. Our review will include the Cn engineer. As applicable, we will perform oreview of recommendations related to o CL our work in general accordance with the � roadway structural section designs, E following: trench backfill designs, and structural City Council 15 - 32 Proposal or Un-Lall PTMIM ervices 16 a� E a� 0 L Q E L a� footing designs. As applicable, we will perform our work in general accordance with the following: ■ Adequacy with respect to geotechnical and geologic conditions ■ Conform with applicable City, State and Federal laws ■ Comply with the governing codes ■ Conform with City Design Manuals and City Standard Plans ■ Most recently adopted Uniform Building Code and California Building Code ■ 1991 Seismic Hazards Mapping Act/1972 Alquist-Priolo Earthquake Fault Zoning Act ■ California Division of Mines and Geology Notes v Water Improvement Plans will be ��" checked under the direct supervision of a registered civil engineer. As applicable, we will perform our work in general accordance with the following: ■ Review general notes, title block, signature block, benchmark data, quantities, unit costs, vicinity map, index map, and other general requirements. Check plans for compliance with general design criteria established by the City standards underground wet utilities. ■ Check to ensure that plans reflect all required improvements, as shown on the approved tentative map and in the subdivision resolution. ■ Review available water service study/report against the proposed water plans. ■ Review proposed water plans for conformance with City's approved master plan. ■ Review the proposed improvements for constructability ■ Review general notes, title block, benchmark data, quantities, unit costs, index map, and other general requirements. ■ Check plans for compliance with general design criteria established by the City standards for underground wet utilities. ■ Check to conformance with approved tentative map. ■ Review available sewer study against the sewer improvement plans, including capacities, minimum slopes, geometry, manhole spacing, pipe size and types. ■ Review proposed sewer plans for conformance with the City's approved master plan of sewers. ■ Review the proposed improvements for constructability �: •. ; r; Landscaping and Irrigations //`� Plans will be checked under the direct supervision of a registered landscape architect. As applicable, we will perform our work in general accordance with the following: ■ Review for compliance with City's WELO, including all calculations and other technical information and 0 reports ■ Review for compliance with City landscape standards, water purveyor L L standards, design guidelines, and City conditions of approval Review for compliance with easement documents, record maps, and right-of-way documents N Review for impacts of drainage on downstream properties Review for discrepancies among other design disciplines ■ Review for compliance with sound landscaping practices such as planting palette suitability and placement, irrigation design, and constructability. ■ Review proposed improvements for conformance with City's master plans. City Council 15 — 33 Proposal or n- all `TMIM ervices 17 C L 0 E 0 Cn 06 0 0 CL a� 0 L a a CD 0 0 L a 46 All new development and significant redevelopment projects are required to incorporate Low Impact Development (LID) Best Management Practices to the maximum extent possible. The intent of these requirements is to reduce the discharge of pollutants to receiving water. These are the results of federal and state regulations and provide implementation plans to protect water quality. Willdan will review the WQMP submitted by applicants to ensure compliance with the requirements. Hydrology/Hydraulics Reports and Storm Drain Plans will be checked under the direct supervision of a registered civil engineer. As applicable, we will perform our work in general accordance with the following: ■ Check the H/H report for compliance with City and County standards and design guidelines. Check grading, street, and storm drain plans for conformance with the H/H report. ■ Check the H/H report for compliance with City conditions of approval and the approved tentative map. ■ Check for any diversion of flows from their historic patterns. ■ Check for any adverse effect of drainage on down -stream properties. ■ Check various plan sets to assure no discrepancies from set to set. • Review general notes, title block, signature block, benchmark data, quantities, unit costs, vicinity map, index map, and other general requirements. ■ Review the proposed improvements for constructability Dischargers whose projects disturb one (1) or more acres of soil or whose projects disturb less than 0 one acre but are part of a larger common plan of development that in total disturbs one or more acres are required to obtain coverage under the General Permit for a- Discharges of Storm Water Associated 0 with Construction Activity Construction General Permit Order 2009-0009-DWQ. 0 Construction activity subject to this permit L includes clearing, grading and +? disturbances to the ground such as stockpiling or excavation, but does not E include regular maintenance activities 0 performed to restore the original line, vn grade, or capacity of the facility. Willdan has several QSD/QSP staff members who are qualified to review SWPPP's if desired by the City. Street improvement plans will be IJ checked under the direct supervision of a registered civil engineer. Improvement plan reviewing will include, but not necessarily be limited to, street and drainage plans, sewer and water plans, hydrology and hydraulic studies, preliminary drainage studies, FEMA requirements and design connections to existing systems, E landscape and irrigation, bridges and > structures, traffic signal, signing and Q striping plans, and park facilities. E Specifically. As applicable, we will perform our work in general accordance P with the following: � ■ Check plans for compliance with general design criteria established by the City standards for street improvements, City and County standards, design guidelines and check all plans for conformance with the street improvement plans. ■ Check street improvement plans for compliance with City conditions of City Council 15 — 34 Proposal or Un-Lall PTMIM ervices 18 ■ Check plans for compliance with general design criteria established by the City standards for streets, curbs, gutters, storm drain and flood control systems, and underground wet utilities. ■ Review hydrology/hydraulic study against the storm drain plans, including street capacities, HGLs, velocities, inlet or outlet control, and other hydraulic factors. ■ Review proposed storm drain plans for conformance with the City's approved master plan of drainage. ■ Review the proposed improvements for constructability « Traffic engineering design plans will be checked under the direction of a state -registered Traffic Engineer. Willdan's plan review staff has the capability to review traffic design plans, including, but not necessarily be a' limited to, traffic signals, signing and m striping, street lighting, temporary traffic m control and construction detours, flashing beacons, EV charging stations, o pedestrian and bicycle facilities, and Qp circulation plans. As needed, Willdan's o plan review staff can also review and cn prepare comments on documents, such 06 L as traffic studies related to a development N project. As applicable, we will perform our o work in general accordance with the in v following: Check design plans for compliance Nwith general design criteria FL established by the City standards for 7 a traffic signals, signing and striping, a� and streetlights. in Check design plans for compliance with City and/or County standards, Caltrans standard plans, and California Manual on Uniform Traffic Control Devices (CA MUTCD). ■ Check design plans to ensure all improvements are shown, as required by the City's conditions of approval for the proposed development project and general plan requirements. approval and the approved tentative map. Check street improvement plans and plans against easement documents, record maps, and right-of-way documents; and determine the need for permanent easements, additional right-of-way, or temporary easements. Review pavement design for consistency with the recommendations of the soils engineer. `- Traffic studies including Traffic Impact Analysis, Parking Demand, Traffic Circulation, Traffic Signal Warrant, Street Lighting Photometrics will be checked under the direct supervision of a registered Traffic Engineer. As applicable, we will perform our work in general accordance with the following: Review of studies for conformance with Conditions of Approval NReview for conformance between V plans and studies ■ Review Methodology and Assumption per the memorandum of understanding ■ Review Data including collision history, Average Daily Traffic Counts, Turning Movement Counts, Trip Generation and Trip Distribution. ■ Review thresholds of significance for delay and V/C ratio ■ Review of VMT methodology and findings. ■ Review Impacts and Recommendations City Council 15 — 35 roposa or n- a l j ervices 19 vi Willdan's review of easement Not documents, lot line adjustments, dedications, vacations, quitclaims, N Parcel and Tract Maps shall be by or under the direction of a Licensed Land Q Surveyor to assure compliance with applicable provisions of the Subdivision Map Act, County ordinances, and other 0 conditions of approval and requirements. J There will be detailed checks made, including, but not limited to, review of survey documentation and title reports, lot E and boundary closures, dedication and U) easement provisions, legal descriptions, w completeness, and accuracy of data vi notation, and necessary certifications of City and County staff. If required, Willdan can sign maps in the capacity of the City Surveyor. 0 J Schedule Willdan provides complete Zstructural engineering support for design, analysis, inspection, and evaluation of structural systems. Our staff ci performs bridge advance planning 3: studies and analyzes and designs bridges, sound walls, retaining walls, E signal pole foundations and buildings. o Willdan's team has experience working on new, replacement, or rehabilitated o bridges; cofferdams; tie -back walls; m demolition; falsework and form design; U bridge scour plans of action; and design pp L of work trestles and temporary bridges for ai construction. Our staff members have o designed weirs, spillways, box culverts, lined channels, custom -designed N manhole inlets, and pipe protection. In a� addition, our staff has in-depth knowledge of all federal, state, and local criteria and methodologies including but Cn not limited to Caltrans, AASHTO, ACI, and AISC criteria and methods for += reviewing plans, preparing project D development documents, design, construction documents, and processing design of new bridges and bridge widenings, including the latest seismic analysis and design procedures. Willdan understands that timelines are of the essence when reviewing development projects. From our experience we have learned that having a standardized schedule streamlines the plan check process and manages developer expectations. We are proposing to have a standard schedule for all reviews to show simplicity in the process and alleviate any undue burden of adjusting the schedule for all types of reviews. The below schedule has been proven to work properly with a variety of agencies. Expedited reviews can be done for a fee of 1.5 times the regular plan review cost which is outlined in the attached sealed fee proposal. Here are the standard review timelines proposed for this contract. Regular Plan Review Fifteen (15) working days for the Vt plan check Ten (10) working days for subsequent plan checks M Expedited Plan Review Ten (10) working days for 1st plan check Five (5) working days for subsequent plan checks Willdan can ramp up resources as necessary to expedite a project that the City deems a high priority to help meet any specific project milestones when needed. Fee Proposal Per the City's RFP, a fee proposal has been submitted under a separate sealed envelope. City Council 15 — 36 roposa or un-Lall P TN72M ervices 20 Certifications Appendix ATTACHMENT 3-1: NON -COLLUSION AFFH)AVIT 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 S®DER, 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 t Subscribed and sworn to (or affirmed) before me on this � day of ij 1 201� by PjY proved to me on the basis of satisfactory evidence to be the person(s) who appeared befoA me. - A r Not ry Public�SiUrC ANGIE VIGIL Notary Publk • Calliomia Ora npe{ourEty ccmmesslon # 7s730L My Comm, Explm Nov t' , :C ' Notary Public Sea] City of Santa Ana RFP #24-036 Page A3-1 City Council 1 5 — 37 Proposal or n- all 1'T3672ffl4 ervices 21 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 (lie undersigned, to any person for influencing or attempting to influence an otiicer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee ofa 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 agmemem, and the extension, continuation. renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. If any funds other than federal appropriated Rinds 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 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 orlhis 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 $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm 7�1 1 J 1.�Y7 Y1 G1 i n� r :' 4 Signed and Printed Name: mow. J e-1r �YaZ�du �G i iZ Title LD ff n In l{r�cr;... r, n u Date �r 19 rft�a t, City of Santa Ana RFP #24-035 Page A3-2 City Council 1 5 — 3$ Proposal or n- all "T3672ffl4 ervices 22 Appendix ATTACHMENT 3-3: NUN -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, 1 %5. 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 (l) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP #24-035 Page AM City Council 15 — 39 Proposal or un-call PT3672ffl4 ervices 23 by rules, regulations, or orders of the Secretary of Labor issued pursuant to :Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. S. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to ail the penalties imposed for a violation of the Chapter. Signed; Title:r�ra�� c u Firm: l ' w.. Date: G 9 i s City of Santa Ana RFP #24-035 Page A3-4 City Council 15 — 40 Proposal or un-call PT3672ffl4 ervices 24 Appendix. ATTACIIMENT 3 4, FLEET COMPLIANCE CERTIFICATION CERTIFICATIONS Bidder hereby acknowledges that they have reviewed the California Air Resources Board's policies, rules and regulations and are familiar with the requirements of Title 13, California Code of Regulations, Division 3, Chapter 9, effective on January 1, 2024 (the "Regulation'). Bidder hereby certifies, subject to penalty for perjury, that the option checked below relating to the Bidder's fleet, and/or that of their subcontractor(s) ("Fleet") is true and correct: The Fleet is subject to the requirements of the Regulation, and the appropriate Certificate(s) of Reported Compliance have been attached hereto. - The Fleet is exempt from the Regulation under section 2449. 1 (f)(2), and a signed description of the subject vehicles, and reasoning for exemption has been attached hereto. 11 Bidder and/or their subcontractor is unable to procure R99 or R100 renewable diesel fuel as defined in the Regulation pursuant to section 2449.1(f)(3). Bidder shall keep detailed records describing the normal refueling methods, their attempts to ,procure renewable diesel fuel and proof that shows they were not able to procure renewable diesel (i.e. third party correspondence or vendor bids). G The Fleet is exempt From the requirements of the Regulation pursuant to section 2449(i)(4) because this Project has been deemed an Emergency, as defined under section 2449(c)(I8). Bidder shall only operate the exempted vehicles in the emergency situation and records of llic exempted vehicles must be maintained, pursuant to section 2449(i)(4). The Fleet does not fall under the Regulation or are otherwise exempted and a detailed reasoning is attached hereto. Name of Bidder: _ � -,•, Signature: Name: yf2y/J F f TFfL Title: :xcw a, Date: - 11 /a OAtt City of Santa Ana RFP #24-035 Page A3-5 City Council 15 - 41 Proposal or un-call PT3672ffl4 ervices 25 Resumes for Personnel Based on the page limitations of the RFP, we are providing resumes for the key staff only. Detailed resumes for additional staff members can be provided upon request. City Council 15 — 42 Proposal or un-call PT3672ffl4 ervices 26 Ron Stein, PE, QSD, ENV SP Project Manaaer Ron Stein has 12 years of experience as a project manager, civil engineer, and QA/QC plan reviewer for various municipalities, including 3 years of public works experience with the Florida Department of Transportation (FDOT). He has led land development engineering teams engaged in the design of projects encompassing grading, erosion control, street improvements, striping, traffic control, storm drains, EDUCATION and utilities. Throughout all stages of design, he has conducted meticulous QA/QC plan reviews to ensure every submittal was a quality product that adhered to all BS, Civil local agency standards. He is also skilled in the development and review of Engineering, hydrology/hydraulic calculations and reports, cost estimates, stormwater pollution Florida State and prevention plans (SWPPPs), water quality management plans and erosion and University, sediment control plans. Tallahassee During his time in land development, Ron has worked on a wide array of projects including residential developments, commercial developments, healthcare REGISTRATIONS / facilities, universities, stadiums, solar farms, warehouses, and naval facilities. He CERTIFICATIONS also brings valuable public works experience from FDOT, where he rotated through every office of the department to create a strong technical foundation from all Civil Engineer, perspectives throughout the full project lifecycle. Throughout this time, his focus California No. was in construction, where he conducted multiple constructability plan reviews on 86877 projects before they went to bid. Ron's experience in the design and construction Envision of private and public works projects will add value to the City's plan review process Sustainability from the perspective of constructability and value engineering. Professional, Relevant Project Experience Institute for On -Call Land Development Expedited Processing Services, County of Sustainable Orange, California. Plan Check Manager. Willdan provides plan checks for Infrastructure No. grading, street, drainage, and water quality plans. Willdan provides plan review 56028 services to the City of Orange including Subdivisions and Infrastructure, Hydrology/Hydraulic Calculations, Public Improvement Plans, Storm Drain plans Qualified SWPPP and Water Quality Management Plans. The City has an expedited review contract Developer (QSD) for the Rancho Mission Viejo Development with strict deadlines on a condensed California schedule. Stormwater On -Call Plan Check Services, City of Rialto, California. Project Manager. Quality Willdan provides plan checking services for all improvement plans including Association No. residential subdivision review, private developments, public street improvement 86877 plans, traffic plans and grading operations. Willdan is also tasked with providing all map reviews and works in the function as the acting City Surveyor for these reviews. In addition to the improvement plans, Willdan reviews all technical design reports associated with the improvement plans including hydrology, utilities, SWPPP, WQMP and sediment control plans. On -Call Plan Review Services, City of Lake Elsinore Willdan reviews grading plans, erosion and sediment control, street improvement plans, water plans, landscape plans, hydrology reports, soil reports WQMPs, map checking and structural plans. Willdan has reviewed large-scale grading operations that required mass, rough, and precise grading plans for the installation of a recreational vehicle park adjacent to the Temescal Wash. The improvements involved unique water quality and hydrology challenges with a portion of the site being in a designated floodplain. City Council 15 — 43 roposa or n- a % e% ervices 27 CONTINUED On -Call Plan Check Services, City of La Habra, California. Project Manager. Willdan has been providing plan and map checking services in accordance with City standards, plan review guidelines, and the City's policies on engineering services plan check processing. Under this contract, Willdan performs traditional engineering plan checking services of residential developments, commercial developments, and infrastructure improvements within the City's right of way. Willdan checks and reviews the improvement plans, specifications, reports and other documents for grading, street improvements, storm drain systems, sanitary sewers, hydrology, SWPPP, WQMP, erosion and sediment control, street lighting and water facilities to ensure compliance with City standards, specifications, ordinances and policies. On -Call Plan Check Services, City of Rialto, California. Project Manager. Willdan provides plan checking services for all improvement plans including residential subdivision review, private developments, public street improvement plans, traffic plans and grading operations. Willdan is also tasked with providing all map reviews and works in the function as the acting City Surveyor for these reviews. In addition to the improvement plans, Willdan reviews all technical design reports associated with the improvement plans including hydrology, utilities, SWPPP, WQMP and sediment control plans. On -Call Civil Engineering Contract, City of San Bernardino, California. Plan Check Engineer. Plan, schedule, conduct, and coordinate detailed plan reviews for portions of a major project or a complete project. Supervise and coordinate the work of plan reviewers, technicians, and others who assist in specific assignments. Keep abreast of new developments/knowledge and methods affecting public works design, codes and regulations. Perform QA/QC reviews of design development and construction documents including specifications, cost estimates, engineering calculations, and various reports and plans including hydrology/hydraulic reports, SWPPPs, and water quality management/erosion control plans. On -Call Land Development Review, City of Santa Paula, California. Reviewer. Willdan provides reviews for land development projects encompassing civil infrastructure, grading, soils, traffic, floodplain management, environmental studies, and permit application requests. Additional land -development -related services provided under the contract involve contract extension of staff services for Deputy City Engineer, Traffic Engineer, and Public Works Inspector; project management; development review meeting attendance; and independent assurance sampling and testing. s City Council 15 — 44 roposa or n- a q Q ervices 28 EDUCATION BS, Civil Engineering, Montana State University Graduate Course — Mathematics, Oregon State University Graduate Course — Engineering Mechanics, Montana State University REGISTRATIONS / CERTIFICATIONS Civil Engineer, Arizona No. 55200 Civil Engineer, Nevada No. 12379 30 YEARS OF EXPERIENCE IF City Council %6"r Chris Stone Plan Check Lear° Chris Stone possesses expertise in transportation and traffic engineering, street and roadway engineering, water and wastewater engineering, flood control hydrologic and hydraulic engineering, tract map and parcel mapping, grading, and structural engineering. He has participated in all technical aspects of projects, including preliminary engineering study and design; preparation of plans, specifications, and estimates; and peer review. Relevant Project Experience On -Call Engineering Plan Check Services, City of El Monte, California. Reviewer. Willdan provides on -call engineering plan check services for civil, traffic, and mapping, to the City of El Monte for projects such as commercial, industrial, residential and public works improvements. Documents are reviewed to ensure that the proposed developments and the associated improvements are designed in accordance with City -accepted standards, Los Angeles County Hydrology Manual, Los Angeles County Low Impact Development Manual, as well as other applicable design standards adopted by the City Council. Plans are also reviewed for grading, drainage and accessibility requirements. On -Call Plan Checking Services, City of Brea, California. Project Engineer. Responsible for QA/QC. Willdan provided professional engineering plan check services. We are committed to performing complete and thorough plan check services to ensure that the proposed developments and the associated improvements are designed in accordance with City -accepted standards, Orange County Highway Design Manual, Orange County Local Drainage Manual, Orange County Drainage Area Management Plan (DMAP), City Master Plan of Drainage, as well as other applicable design standards and the Conditions of Development adopted by the City of Brea City Council of Planning Commission for each development. On -Call Plan Review, City of Lake Elsinore, California. Reviewer. Willdan reviews grading plans, erosion and sediment control, street improvement plans, water plans, landscape plans, hydrology reports, soil reports WQMPs, map checking and structural plans. Willdan has reviewed large-scale grading operations that required mass, rough, and precise grading plans for the installation of a recreational vehicle park adjacent to the Temescal Wash. The improvements involved unique water quality and hydrology challenges with a portion of the site being in a designated floodplain. On -Call Engineering Plan Check Services, City of Cerritos, California. Reviewer. Willdan provides on -call engineering plan check services to the City of Cerritos for projects such as commercial, industrial, residential, and public works improvements. Documents are reviewed to ensure that the proposed developments and the associated improvements are designed in accordance with City -accepted standards, Los Angeles County Hydrology Manual, Los Angeles County Low Impact Development Manual, as well as other applicable design standards adopted by the City Council. 15-45 29 EDUCATION BS, Engineering and Civil Engineering, Tamil Nadu College of Engineering, India Civil Engineering, Murugappa Polytechnic, India Tyrone Peter, PE Director of Engineering Tyrone Peter is an accomplished civil engineer for multi -discipline and multi - agency infrastructure projects. He is known for providing innovative, quality engineering services to ensure project delivery within budget and schedule. Tyrone's years of experience managing and designing all types of public works projects provide him with a solid foundation to determine what is needed to deliver a successful project — making him the perfect fit to oversee an entire project, as well as perform specific civil engineering tasks. Relevant Project Experience Water Well #3 Plan Review, City of Pico Rivera, California. Project Manager. Willdan provided professional engineering services to review the City's water well # 3 improvement project plans, specifications, and estimates. On -Call Land Development Expedited Processing Services, County of Orange, California. Civil Review. Willdan provides plan checks for grading, street, drainage and water quality plans. Willdan provides plan review services to the City of Orange including Subdivisions and Infrastructure, Hydrology/Hydraulic Calculations, Public Improvement Plans, Storm Drain plans and Water Quality Management Plans. The City has an expedited review contract for the Rancho Mission Viejo Development with strict deadlines on a condensed schedule. Priority 1 Street Improvements — Phases 1, 2, 3, 4 and 5 City of Lynwood, REGISTRATIONS / California. Project Manager responsible for overall project management and CERTIFICATIONS oversight required for the street improvement program. The project includes 75 street segments completed in multiple phases for resurfacing approximately Civil Engineer, 900,000 sq ft of pavement throughout the City. Various pavement strategies such California No. as slurry seal, grind and overlay, and total reconstruction were incorporated into 81888 the street rehabilitations. Existing water and sanitary sewer mains and services were upsized. Willdan provided engineering design, utility coordination, AFFILIATIONS advertising and bid support, and design support during construction. American Society City Engineering Services, City of Ridgecrest, California. Project of Civil Engineers Manager/Civil Lead. Willdan has been providing the City of Ridgecrest with as - needed multi -disciplinary engineering services since 2010 and presently provides engineering services for various public works projects. Under our on -call contract, Willdan provides design engineering, environmental compliance, bidding 7 YEARS OF assistance, construction management and inspection, material testing, surveying, special funding administration, labor compliance, pavement management, land development plan check, right-of-way acquisition with legal descriptions, and assessment district engineering for improvements throughout the City of Ridgecrest. uncil 15-46 30 Jeffrey Lau, PE, TE, ENV SP Deputy Director 4 Jeffrey Lau is an accomplished engineer for multi -discipline and multi -agency } traffic and transportation projects such as traffic signals, signing and striping, street lighting, and construction traffic control. He oversees transportation design for Willdan's traffic engineering group and manages a variety of large- to small- scale projects. His responsibilities include the coordination, analysis, and design of various transportation projects such as the preparation of plans, specifications and estimates (PS&E); field investigations; and traffic data collection. He has also assisted with traffic impact studies and analyses, plan reviews, and engineering EDUCATION and traffic survey updates. Jeffrey's extensive hands-on traffic engineering BS, Civil background encompasses designs for 400+ new and modified traffic signal Engineering, installations, street lighting inventories for master plans, lighting design plans, California State street lighting conversions, and street lighting LED upgrades. Polytechnic Relevant Project Experience University, Plan Checking Services, City of El Monte, California. Plan Check Engineer. Pomona, CA Willdan provides professional engineering plan check services for civil -related disciplines. Our performance of thorough services ensures the proposed REGISTRATIONS / developments and associated improvements are designed in accordance with CERTIFICATIONS City -accepted standards, Los Angeles County Hydrology Manual, Los Angeles Traffic Engineer, County Low Impact Development Manual, as well as other applicable design California No. standards and the Conditions of Development adopted by the City Council of Planning Commission for each development. 2835 Development Review Services, City of Cerritos, California. Plan Check Civil Engineer, Engineer. Willdan is providing professional engineering plan check services for California No. civil -related disciplines. We perform thorough plan check services to ensure that 83887 the proposed developments and the associated improvements are designed in accordance with City -accepted standards, Los Angeles County Hydrology Envision Manual, Los Angeles County Low Impact Development Manual, as well as other Sustainability applicable design standards and the Conditions of Development adopted by the Professional, City Council of Planning Commission for each development. Institute for On -Call Plan Checking Services, City of Brea, California. Plan Check Sustainable Engineer. Willdan is committed to performing complete and thorough plan check Infrastructure No. services to ensure that the proposed developments and the associated improvements are designed in accordance with City -accepted standards, Orange 45376 County Highway Design Manual, Orange County Local Drainage Manual, AFFILIATIONS Orange County Drainage Area Management Plan (DMAP), City Master Plan of Drainage, as well as other applicable design standards and the Conditions of American Public Development adopted by the City of Brea City Council of Planning Commission Works Association for each development. City Council 15 — 47 Proposal or n- a ry G ervices 31 John Hidalgo, RLA Principal Project Manager John Hidalgo possesses in-depth expertise in landscape architecture design development, preparation of plans and specifications, plan reviews, and construction observation. He is highly knowledgeable in various local, state, and i federal codes; regulations, procedures, and standards relating to construction, safety; park and facility planning; and other landscape and irrigation amenities. He has a strong track record of successful and compliant completion of projects in accordance with these standards. John offers broad experience representing EDUCATION project owners during the plan review process and possesses comprehensive BS, Landscape experience in both field observation and construction. His responsibilities include Architecture, managing park and street beautification design, landscape restorations, drought California State adaptive landscaping, plan reviews, and construction observation. Polytechnic Relevant Project Experience University, On -Call Land Development Expedited Processing Services, County of Pomona, CA Orange, California. Civil Review. Willdan provides plan checks for grading, European Study street, drainage and water quality plans. Willdan provides plan review services to the City of Orange including Subdivisions and Infrastructure, Hydrology/Hydraulic Tour, California Calculations, Public Improvement Plans, Storm Drain plans and Water Quality Polytechnic State Management Plans. Willdan reviews landscape and irrigation plans and ensures University, School MWELO compliance. The City has an expedited review contract for the Rancho of Architecture, Mission Viejo Development with strict deadlines on a condensed schedule. Pomona, CA Salud Park (Fitness Park), City of Paramount, California. Project Manager responsible for all phases of this project from conceptual planning to grant REGISTRATIONS / application submittal to construction document preparation to construction CERTIFICATIONS administration. The project includes synthetic turf play fields, 400-meter walking/running track, multi -use soft -footed trails, exercise stations, parking, Landscape security lighting, and enclosed decorative steel fencing for the entire park. The Architect, park is located within Southern California Edison's right-of-way — requiring a California No. lengthy review and adherence to all SCE conditions of approval requirements. 3551 Urban Greening Bicycle Trail, City of Lynwood, California. Landscape Architecture Task Manager responsible for providing and overseeing all AFFILIATIONS landscape and irrigation design required to develop a sustainable, integrated, California Parks and efficient design for a bicycle trail within the community consistent with the and Recreation City's year-round recreational programs. The $2.85 million, 1.2-mile project improvements are being designed to meet the City's general plan objectives and Society incorporate landscaping and decorative/commemorative points -of -interest along Street Tree the trail. The ultimate bicycle path will provide safe connectivity between parks, Seminar bus and light rail transit stops, city hall, and other City attractions and shopping areas. Council 15-48 32 Chien -Chang Chen, PhD, PE, GE Supervising Engineer - - Chien -Chang Chen specializes in developing foundation recommendations for �. the design and construction of pipelines, transportation, power supplies, i� residential development, schools, and commercial structures including the Ak mitigation of soft ground and liquefaction by ground improvement. He offers leadership in the provision of geotechnical interpretation, analysis, the development of geotechnical solutions and design production, including project EDUCATION management and business development. Chien -Chang has worked on a wide PhD, Geotechnical variety of engineering projects in the United States, New Zealand, and Taiwan Engineering, including as a geotechnical engineer for street improvements, street preservation, on -call engineering services, drain projects, design services, and Georgia Institute inspections. of Technology Atlanta, GA Relevant Project Experience City Trunk Line South — Unit 6 (CTLS-6), Studio City, California, Los MS, Geotechnical Angeles Department of Water and Power (LADWP). Project Engineer. Engineering, Performed geotechnical field investigation and prepared geotechnical baseline Georgia Institute reports for the CTLS-6 project. The project involved relining the existing 51-inch of Technology, inner diameter, riveted steel pipe with a carbon fiber -reinforced polymer (CFRP) Atlanta, GA lining, removal of the flow meter, and relocation of the flow control station using cut -and -cover method. Our field investigation task involved drilling and sampling BS, Civil of 5 borings to 50 feet bgs along the pipeline alignment, laboratory testing on soil Engineering, samples, preparation of geotechnical baseline reports, review of design drawings National Chico and specifications, and scheduling. Tung University, Century Trunk Line — Unit 1 (CTL-1), Inglewood, California, Los Angeles Taiwan Department of Water and Power (LADWP). Project Engineer. Performed technical review of shoring system designed by the Contractor and construction REGISTRATIONS / inspection for the CTL-1 project. The project involved involve installation of CERTIFICATIONS approximately 9,700 lineal feet of 48-inch diameter, earthquake resistant ductile - iron pipe using both cut -and -cover and tunneling methods. Geotechnical Engineer, Paseo Del Mar (White Point) Permanent Restoration Project, Los Angeles Geotechnical Engineering Division (LAGED). Lead Geotechnical Engineer. California No. Led and performed a geotechnical detailed design for a single span bridge (380 3183 feet long) and associated site civil work for the Paseo Del Mar (White Point) Civil Engineer, Permanent Restoration Project in San Pedro, California, following the 2011 White California No. Point landslide. Detailed design involved in interpretation of design parameters for soils and rock, seismic assessment to determine design peak ground 63238 acceleration and liquefaction potential, foundation design and ground improvement for the proposed bridge, mitigation of the existing slopes by deep soil mixing and ground anchors and the reinforced soil slopes located in approach 24 YEARS OF EXPERIENCE fill. At k Council 15-49 33 Stefan Chiose, PE Project Manager II A* A , Stefan Chiose has over 12 years of experience in project management and ' engineering. He began his career as a commercial design engineer, designing projects for DSA and working with Architects, Structural Engineers, Mechanical Engineers, Electrical Engineers, Plumbing Engineers, and Owners. His quest for =.= knowledge brought him to the public sector where he refined his skills in Architecture and Accessibility. He is experienced in performing technical analysis of plans, specifications, and calculations; and reviewing documents for EDUCATION completeness, accuracy, and conformance to applicable codes. Mr. Chiose has BS, Structural extensive experience from the Cities of Newport Beach and Corona Del Mar. During his time in Newport Beach, he was responsible for developing standards Engineering for FEMA Flood Zones, Liquefaction Mitigation, Geotechnical Hazards related to California sloped lots, and Seawalls. Mr. Chiose is knowledgeable of coastal communities, Polytechnic State having performed review of construction drawings in both residential and University, commercial properties for Architectural, Structural, MEP, and Disabled Access for San Luis Obispo, compliance with the California Building Codes. Stefan is passionate and dedicated CA to Building and Safety Services and recognizes the need for qualified staff to conduct plan reviews. PROFESSIONAL CERTIFICATIONS Relevant Project Experience Civil Engineer, County of Los Angeles, California. Plans Examiner, Reviewed construction California #82816 drawings plans, commercial and residential architectural and structural plans, and disabled accessibility plans for compliance with the California Standard Building ICC Plans Codes. Prepared correction letters to document deviations in submittals and Examiner provided applicants with recommendations to meet minimum code requirements. Mr. Chiose also responded to questions from architects, engineers, and owners ICC Fire Sprinkler regarding codes and other issues with projects, both over the phone and at the Plan Examiner public counter. City of Newport Beach, Newport Beach, California. Plan Check Engineer. Reviewed construction drawings for both commercial and residential projects, including architectural, structural, MEP, and disabled access for compliance with the California Standard Building Codes. Prepared correction letters to document deviations in submittals and provided applicants with recommendations to meet minimum code requirements. Mr. Chiose also responded to questions from architects, engineers, and owners regarding codes and other issues with projects, both over the phone and at the public counter. He has an intimate knowledge of inspections and field changes due to his time spent working directly with Building Inspectors. On -Call Land Development Expedited Processing Services, County of Orange, California. Civil Review. Willdan provides plan checks for grading, street, drainage and water quality plans. Willdan provides plan review services to the City of Orange including Subdivisions and Infrastructure, Hydrology/Hydraulic Calculations, Public Improvement Plans, Storm Drain plans and Water Quality Management Plans. The City has an expedited review contract for the Rancho Mission Viejo Development with strict deadlines on a condensed schedule. City Council 15 — 50 Proposal or n- a ry G ervices 34 EDUCATION BS, Civil Engineering, California State University, Los Angeles, CA REGISTRATIONS / CERTIFICATIONS Civil Engineer, California No. 75564 Qualified SWPPP Developer and Qualified SWPPP Practitioner, California Stormwater Quality Association No. 20016 Qualified Industrial Storm Water Practitioner (QISP CBPELSG) AFFILIATIONS CASQA Chi Epsilon Tau Beta Pi American Society of Civil Engineers Joe E. Bellomo, PE, QSD/P, QISP Principal Project Manager Joe Bellomo specializes in helping public agencies comply with State and Federal regulations pertaining to drinking water, recycled water, stormwater, and sanitary sewers. He offers expertise and extensive knowledge in full National Pollutant Discharge Elimination Systems (NPDES) permit programs and Total Maximum Daily Load (TMDL) program management. In his role providing City Engineering services, Joe is highly experienced in managing capital improvement projects; preparing fiscal year budgets and reports; and sharing presentations with public agency staff, council/commission members, regulators, and other stakeholders. He provides direct assistance in developing and managing service contracts, multi -agency agreements, and compliance programs; coordinates with watershed partners, regulators, and non -governmental organizations; and manages public agency service personnel. Relevant Project Experience Water Quality Services, City of La Canada Flintridge, CA. Project Manager. Willdan implements the City's Enhanced Watershed Management Plan, Coordinated Integrated Watershed Management Plan, and NPDES Program Management and is the representative to the Upper Los Angeles River Enhanced Watershed Management Program Group. We attended meetings on behalf of the client, documented review and were support staff with City Council report and presentations. Willdan also conducted as needed briefings to the public, city staff, and City Council. Water Quality Consultant Services, City of Hidden Hills, CA. Project Manager. Willdan is responsible for full compliance with the Municipal NPDES Permit, Total Maximum Daily Loads (TMDLs) in the Los Angeles River Watershed and Malibu Creek Watershed, as well as other NPDES regulations. Duties include developing a stormwater pollution prevention plan (SWPPP) and Low Impact Develop plans for City projects, review private development plans, developing and implementing special monitoring studies to evaluate the City's drainage and contribution relative to TMDLs for downstream waterbodies, and developing storm water treatment approaches. Water Quality/ NPDES Compliance Services, City of San Fernando, CA. Project Manager. Willdan implements the City's Enhanced Watershed Management Plan, Coordinated Integrated Watershed Management Plan, and NPDES permits. We attended meetings on behalf of the client and provided document review. Willdan was support staff with City Council report and presentations. Willdan also conducted as needed briefings to the public, city staff, and City Council. Citillffouncil 15-51 35 David Knell, PLS Principal Project Manager David Knell has a wide range of experience preparing and checking subdivision maps. As a contract map checker for the Cities of Agoura Hills, Dana Point, Lake Forest, Bell Gardens, Paramount, and Cerritos and as a surveyor in private practice, Mr. Knell has been involved in preparing and checking numerous parcel maps and tract maps, ALTA surveys, records -of -survey, lot line adjustments, EDUCATION parcel map waivers, certificates of compliance, and boundary determination. He is responsible for preparing legal descriptions and sketches for a wide range of BS, Cartography, easements involving utilities, air space reservations, and construction projects. Boston University Mr. Knell works with major utilities and title companies in determining easements and correcting defective legal descriptions. His experience includes supervising Civil Engineering field crews, overseeing an office staff dealing with various survey projects, and and Land extensive experience with local, state, and federal agencies. Relevant Project Surveying Classes, Experience California State Relevant Project Experience University, Long On -Call Plan Checking Services, City of Brea, California. Willdan is committed Beach to performing complete and thorough plan check services to ensure that the REGISTRATIONS / proposed developments and the associated improvements are designed in accordance with City -accepted standards, Orange County Highway Design CERTIFICATIONS Manual, Orange County Local Drainage Manual, Orange County Drainage Area Land Surveyor, Management Plan (DMAP), City Master Plan of Drainage, as well as other California, No. applicable design standards and the Conditions of Development adopted by the 5301 City of Brea City Council of Planning Commission for each development. AFFILIATIONS Plan Checking Services, City of El Monte, California. Plan Check Engineer. Willdan provides professional engineering plan check services for civil -related California Land disciplines. Our performance of thorough services ensures the proposed Surveyors developments and associated improvements are designed in accordance with Association City -accepted standards, Los Angeles County Hydrology Manual, Los Angeles County Low Impact Development Manual, as well as other applicable design Southern standards and the Conditions of Development adopted by the City Council of California Experts Planning Commission for each development. & Consultants On -Call Plan Check Services/ Acting City Surveyor, City of Rialto, California. Willdan provides plan checking services for all improvement plans including residential subdivision review, private developments, public street improvement plans, traffic plans and grading operations. Willdan is also tasked with providing all map reviews and works in the function as the acting City Surveyor for these L 41 YEARS OF EXPERIENCE reviews. In addition to the improvement plans, Willdan reviews all technical design reports associated with the improvement plans including hydrology, utilities, SWPPP, WQMP and sediment control plans. --d-r City Council On -Call Plan Check Services, City of La Habra, California. Project Manager. Willdan has been providing plan and map checking services in accordance with City standards, plan review guidelines, and the City's policies on engineering services plan check processing. Under this contract, Willdan performs traditional engineering plan checking services of residential developments, commercial developments, and infrastructure improvements within the City's right of way. Willdan currently operates as the Acting City Surveyor. 15-52 36 W ell WILLDAN April 9, 2024 City of Santa Ana Ehab Elias, Senior Civil Engineer 20 Civic Center Plaza Santa Ana, CA 92701 Subject: Fee Proposal for On -Call Engineering Plan Check Services Willdan Engineering (Willdan) is pleased to submit this fee proposal to provide On - Call Engineering Plan Check Services, as identified in our technical proposal. Should you have any questions regarding the following fee proposal, please contact Mr. Ron Stein at 714.204.9257; or by email at rstein@willdan.com. Respectfully submitted, WILLDAN ENGINEERING Tyrone Peter, PE Director of Engineering 910005\06-160\P24-115 26203 714.9 . 7.. Mi i_ r v ron ity Council 15 - 55 7/16/2024 li N O CL O L LL +u� VI i' cu '' 0 © Q a 0 Q 0 0 0 0 a 0 0 m O Q O O 0 0© 0© 0 0 Q 0 W iri to u'i Ln, Lr), Ll- Lri Ljr O 6 d d uri v .. w w w w ov x r- r- x w w coo w as r-I T--1 r-I �r-I r-I T-4 T--4 r-4 r-4 r-q r-I LL tr} try tr? V� th th VIP th tf�L trL tAL try v'� Ln a d v a a rq a ra a� a c CL a a a, 1 c u `n -° `" u ry ro a) m a (" v a E Q cj ru 0 0 O _ L 0 a E ❑ m ❑ t m _ cL w u V - W C .a L Q_ t 4n +� — _ 1..L L O A L 71 _ L _ E Q L M C b G U n ❑ ru a in M +� va u o a� v a ;'+ O�1 M rz 0 C "~ N !.. L a) CO � tO L (A LO LO �, EXHIBIT 2 AGREEMENT WITH TKE ENGINEERING, INC. TO PROVIDE ON -CALL ENGINEERING PLAN CHECK SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 16th day of July, 2024 by and between TKE Engineering, Inc., a California corporation ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City»). A. On March 19, 2024, the City issued Request for Proposal ("RFP") No. 24-035, by which it sought qualified firms to provide on -call engineering plan check services for the City's Public Works Agency. B. Contractor submitted a responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP 24-035. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional engineering firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Contractor shall perform the services described in the scope of work that was included in RFP No. 24-035, which is attached as Exhibit A, and as more specifically delineated in Contractor's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Contractor is one of five (5) contractors selected to provide engineering plan check services on an on -call basis under RFP 24-035. The total annual compensation for the services provided by all such contractors selected under RFP 24-035 shall not exceed the aggregate amount of Three Hundred Thousand Dollars and Zero Cents ($300,000). The total aggregate amount to be expended by all such contractors during the full term of the Agreement, including extension periods, if any, shall not not exceed One Million Five Hundred Thousand Dollars and Zero Cents ($1,500,000). b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper City Council 15 — 58 7/16/2024 invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for an initial three year term and terminate on June 30, 2027, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for a single, two-year extension upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not City Council 15 — 59 7/16/2024 be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Contractor. a. Minimum Scope and Limit of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1) with a limit no less than $1,000,000 combined single limits. 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 Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. 5. Broader Coverage: if the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions 1. Additional Insured Status: The City, its City Council, its officers, officials, employees, and volunteers are to be covered as additional insureds on the Contractor's CGL, Professional Liability, and Automobile Liability policies, with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connectionwith such work or operations. 2. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation that any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any City Council 15 — 60 7/16/2024 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. 3. Primary Coverage: For any claims related to this contract, the Contractor's insurance coverage shall be primary. 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. 4. Severability of Interest: A severability of interest provision must apply for all the additional insureds, ensuring that Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. 6. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require 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. 7. 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 AXII, unless otherwise acceptable to the City. Claims Made Policies: If any of the required policies provide coverage on a claims - made basis: (1) the Retroactive Date must be shown and must be before the date of the contract; (2) Insurance must be maintained and evidence of insurance must be provided for at least three years after completion 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, Contractor must purchase "extended reporting" coverage for a minimum of three years after completion of work. 9. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. City Council 15 — 61 7/16/2024 10. Subcontractors: Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. 11. 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. 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor City Council 15 — 62 7/16/2024 shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. City Council 15 — 63 7/16/2024 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be City Council 15 — 64 7/16/2024 cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 To Contractor: Terry Renner, PE, PLS, QSD 2305 Chicago Avenue Riverside, CA 92507 trenner@tkeengineering.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication City Council 15 — 65 7/16/2024 shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: /,.. Kyle 'Nellesen Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Digitally signed byNabiISaba Date: 2024.07.02 1131:24-07'00' Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Alvaro Nunez Acting City Manager TKE ENGINEERING, INC: j2�__ Name: Terry e er Title: Senior Vice President City Council 15 — 66 7/16/2024 EXHIBIT A - SCOPE OF WORK Appendix ATTACHMENT 1 SCOPE OF WORD CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL ENGINEERING PLAN CHECK SERVICES RFP NO.24-035 INTRODUCTION The City of Santa Ana is located in the County of Orange in Southern California. The City encompasses 27.5 square miles and a population of over 325,000 people. The City of Santa Ana intends to retain Civil Engineering Consultants on an as -needed or "on -call" basis. A Professional Services Agreement will be entered into with several of the qualified firms Civil Engineering consultant(s) to provide plan check services for a variety of projects on an on -call, as -needed basis, the selected firm(s) may later be asked to provide professional engineering services proposals on specific, project -by -project basis, based on an agreed -upon specific scope of services and fees. In general, work consists of Public Works Engineering plan check services. The plan check may include street improvement plans, grading plans, water quality management plans, storm drain improvement plans, singing and striping plans, traffic studies, traffic signal plans, signal modifications, street lighting plans, traffic control plans, landscape and irrigation plans, land survey documents such as: tract maps, parcel maps, dedication legal description. In the past, the City has utilized professional and administrative staff on as needed basis to meet the goals and objectives of the City in the delivery of quality and on time services. The staff services are an extension to the current workforce and work in conjunction to better serve and complement the needs of the Public Works Agency. In summary, the City of Santa Ana is soliciting proposals from qualified firms to provide engineering and survey plan check services for Public Works. This request for proposal (RFP) provides interested qualified firms with the information enabling them to submit a Service Bid Proposal and to provide the services described herein. The City may select up to five (5) consultants to provide the services described herein. Description of Work: On as needed basis, the Consultants will provide the City with engineering and land surveying plan check services to the Public Work Department. The work consists of general engineering plan check for offsite improvements related to land development projects in the City. City of Santa Ana RFP 24-035 City Council age 5 — 67 7/16/2024 The various plan check services will be for the following areas, including but not limited to: • Street Improvement Plans • Grading Plans • 'Water Quality Management Plans • Geotechnical Reports • Land Surveying Legal Description of Dedication • Final Map Plan Check • Landscape Architectural and Irrigation • Environmental • Transportation/Traffic Studies • Signing and Striping Plans - Traffic Signal Plans • Street Lighting Plans In addition to general engineering design projects Consultants may be asked to perform the duties of the City Land Surveyor and sign Final Maps. Consultant Responsibilities: On an as -needed basis, the Consultant(s) will be requested to conduct plan review services for the City, whether through paper submissions or electronic plan review. The City is currently using ProjectDox as its online/electronic plan review platform, and it is required that the Consultant(s) familiarize themselves with this software and any other software the City might use in the future. The City of Santa Ana is dedicated to enhancing the customer experience throughout the plan review process. To achieve this, the City has established a guideline ensuring that the initial plan review will be completed within a maximum of four weeks, followed by a two -week period for the second review, and a one -week turnaround time for any further reviews if necessary. Consultant(s) are required to deliver weekly updates to the City staff, detailing the progress of the plan review, the anticipated completion date, and the hours dedicated to the plan check. Consultants must present their comments to applicants in a list format, as an independent document, which could be easily understood and interpreted on its own. It is essential that Consultants offer clear, detailed comments designed to assist the applicant in achieving plan approval with minimal resubmissions. Consultants(s) are required to provide monthly invoices for the hours dedicated reviewing plans. The City reserves the right to interview any of the plan checkers, or other staff, prior to allowing plan check services. Registered Professional Engineers and Licensed Land Surveyors may be required to sign plans, specifications and contract legal documents. City of Santa Ana RFP 24-035 City Council age - 5 — 68 7/16/2024 Sample Fee Proposal Consultant shall submit a fee proposal as described below. The proposal will be used for fee comparison and evaluation purposes. The proposer shall complete this form and include it along with the billing rates breakdown. This schedule will be used to identify different plan check hourly rate for each different type of plan check. Consultants are to identify their own staff to review different plan types, but only provide to the City an overall hourly rate for each different plan check type. This will only be used for comparison purposes and may be changed if agreed upon by both parties. PROPOSER FEE RATE SCHEDULE COMPANY NAME (date) TITLE Street Improvement Plan $ Grading Plan $ Water Quality Management Plan (WQMP) $ Geotechnical Report $ Land Surveying Documents $ Legal Description of Dedication $ Landscape Irrigation Plans $ Environmental Documents $ Transportation/Traffic Studies $ Signing and Striping Plans $ Traffic Signal Plans $ Street Lighting Plans $ Miscellaneous Plan Check BILLING RATE Furthermore, this fee proposal will become part of Exhibit B of the Contract Agreement and will be used to compare with an actual work request. City of Santa Ana RFP 24-035 City Council age 5 — 69 7/16/2024 EXHIBIT B - PROPOSAL REQUEST for PROPOSAL ON -CALL ENGINEERING PLAN CHECK SERVICES RFP N0.:24-035 fo r. CITY OF SANTA ANA Public Works Agency Attn: Ehab Elias, Senior Civil Engineer 20 Civic Center Plaza Santa Ana, CA 92701 April 3, 2024 2:00 p.m. Prepared by: ENGINEERING INC. 2305 Chicago Avenue Riverside, California 92507 ( 9 5 1) 6 8 0- 0 4 4 0 ity ouncil " 15 — 76 t1l6 20 4 Statement of Qualifications Section A Cover Letter Section B Contract Agreement Statement Section C Firm & Team Experience Section D Understanding of Need/Schedule of Delivery Section E Relevant Project Experience Section F References Section G Scope of Services & Schedule Fee Proposal (Submitted Separately) Certifications Attachment 3-1 Non -Collusion Affidavit Attachment 3-2 Non -Lobbying Certification Attachment 3-3 Non -Discrimination Certification Attachment 3-3 Fleet Compliance Certification Prepared for: City of Santa Ana ` Public Works Agency t 20 Civic Center Plaza Santa Ana, CA 92701 I_ Contact: Ehab Elias Senior Civil Engineer Phone: (714)647-5627 Email: EElias@santa-ana.org Prepared by: TKE Engineering, Inc. 2305 Chicago Avenue Riverside, CA 92507 Contact: Terry Renner, P.E., P.L.S., Q.S.D. Senior Vice President Phone: (951) 680-0440 E-mail: trenner@tkeengineering.com City Council 15 — 71 7/16/2024 Page 11 Ehab Elias Senior Civil Engineer City of Santa Ana 20 Civic Center Plaza, M-36 Santa Ana, CA 92701 Subject: Request for Proposal for On -Call Plan Checking Services Dear Mr. Elias: Thank you for the opportunity to present our proposal as a response to the Request for Proposal On -Call Engineering Plan Check Services for the City. TKE is enthusiastic about the opportunity to assist the City with these services. Our proposal enclosed herein, outlines TKE Engineering, Inc's (TKE) qualifications to provide the requested services to the City of Santa Ana (City). TKE is a full service, multi -disciplinary consulting firm highly qualified to perform any and all City services required to successfully complete the City's CIP development projects. We are enthusiastic about the opportunity to assist the City and aware of the City's needs for immediate assistance. Why should the City choose TKE to provide the requested services? Please consider the following A. Firm Identification - Founded in 2000, TKE is a California Corporation, is a full service, multi -disciplinary consulting corporation located at 2305 Chicago Avenue, Riverside, California 92507 and can be found online at www.tkeengineering.com and our Federal Tax ID Number is 33-0918894. We have 24 years of experience with providing plan and map checking, as well as, on -call engineering services to public agencies and are highly qualified to perform the services necessary for project delivery. B. Names and Titles of Principal Owners- TKE Engineering Inc. has 3 principal owners, Michael P. Thornton, P.E., P.L.S., M.S. who is President of TKE, Terry Renner, P.E., L.S., Q.S.D., who is the Senior Vice President of TKE, and Steven W. Ledbetter, P.E. who is the Vice President of TKE. C. Authorized Personnel -Terry Renner, P.E., P.L.S., Q.S.D., Project Manager, is an authorized to negotiate and execute an agreement with the City on behalf of TKE. He will be TKE's contact person for the duration of the proposal evaluation and contract. He can be reached by telephone at (951) 680-0440 and e-mail at trenner tkeengineering.com. D. Company History, Experience, and Years in Business - TKE was established with the goal of providing turnkey services for municipal land development and public works projects in order to benefit our community. As a result of the focus of the firm on this mission, TKE has earned a reputation for thoroughness, rapid turnaround, cost efficiency and overall quality of services. We are a highly motivated, dynamic firm with the goal of being the City's preferred consultant. As a firm dedicated to public service, TKE's experience is exclusively related to review of development projects and publicly funded public works projects and we thoroughly understand all related requirements to protect the City's interests and avoids any conflicts of interest. TKE has been providing professional plan check services to numerous municipalities and cities for the past 24 years. As such, we have a thorough knowledge of the City's standards and requirements. E. Current Number of Employees, Key personnel — TKE Engineering currently employs 53 Professional Engineers, Plan Checkers, Traffic Engineers, Surveyors, Inspectors, Designers, Project Managers, and Support Staff. Mr. Renner will be overseeing and managing the work of our key personnel, each of whom have extensive experience providing plan check and related engineering services. Justin Schlaefli, P.E., T.E., P.T.O.E., Steve Nix, P.E., P.L.S., Brian Wolfe, P.E., Monae Pugh, and Ron Musser, P.L.S. are TKE's proposed Senior Plan Check Engineers. Thank you for your consideration. TKE would very much appreciate the opportunity to provide engineering services. If you have any questions, please call me at (951) 680-0440. Sincerely, r Terry Renner, P.E., P.L.S., Q.S.D. I Senior Vice President ITKE Engineering, Inc. Request for Pro l9L,F��� Ana Is for On -Call Engineering Plan Check Services 15-72 7/1 P a g c 12 TKE Engineering, Inc. AT A GLANCE On -Call Contracts .At TKE currently provides Plan Checking, Map Checking, Traffic Engineering, Engineering, Project Support, and Survey services for more than 30 Cities / Counties / Districts throughout Southern California -4Ly1u1Z.L9 KA OU City/District Surveyor in 9 Cities/Districts. Traffic Fnninpprine- ' I I Traffic Engineer in 6 Cities/Districts. i City/District Engineer fro City Engineer in 5 Cities/Districts 000 Size of Organizatic 53 Professional Engineers, Plan Checkers, Traffic Engineers, Surveyors, Ift Inspectors, Designers, Project Managers, and Support Staff Headquarters Offic TKE Engineering, Inc. 2305 Chicago Avenue Riverside, CA 92507 Years in Rusinpss L!iJ TKE has conducted business for the past 24 years and has 24 years of ® experience in providing plan checking services for public clients. Company Structurt TKE is a California Corporation founded in June 2000. TKE has no affiliates or subsidiary companies. California Business License Number: 00109901. TKE DIR No. 1000413173 rm Owners - Michael P. Thornton, P.E., P.L.S., M.S. President Terry Renner, P.E., L.S., Q.S.D. — Senior Vice President Steven W. Ledbetter, P.E. Vice President City of Santa Ana Point of Contact Terry Renner, P.E., L.S., Q.S.D Senior Vice President 2305 Chicago Avenue Riverside, CA 92507 Phone: (951) 680-0440 Email: trenner@tkeengineering.com Request for Proposals for On -Call Engineering Plan Check Services lift It) -QgluNnoH Ana 15-73 SECTION B I CONTRACT AGREEMENT STATEMENT TKE has no exceptions or restrictions to the City of Santa Ana's Professional Service Agreement. SECTION C I FIRM & TEAM EXPERIENCE FIRM BACKGROUND TKE Engineering, Inc. (TKE), a California Corporation, was established in June 2000, and in the last 24 years has developed into one of Southern California's premier full -service consulting engineering firms. TKE was established with the goal of providing turnkey services for municipal agencies in order to benefit our community. As a result of the focus of a firm on this mission, TKE has earned a reputation for thoroughness, rapid turnaround, cost efficiency and, overall quality of work. We are a highly motivated, dynamic firm with the goal of being your preferred consultant. TKE provides turnkey plan/map checking services for developer and capital improvement projects to numerous municipalities. The municipal services provided by our firm include Plan and Map Checking, Traffic Engineering, Surveying, Inspection, and Project Management and Construction Management services. Our wide range of services provides our team with an intimate knowledge and experience of the common pitfalls for each project variation and our plan checkers ensure developer and City projects do not fall into the same situations. TKE's primary office is located in a business owned 7,000 square foot office building at 2305 Chicago Avenue in Riverside. TKE currently maintains a staff of 53 plan and map checkers, project managers, engineers, traffic engineers, surveyors, drafters, inspections, and clerical personnel. TKE Engineering, Inc. continues to be the preferred consultant for a number of our clients across Los Angeles, Orange, Riverside and San Bernardino counties because our Team of licensed experts have built strong working relationships through strategic collaboration, implementation of industry best practices and lessons learned on each project; ultimately resulting in successful project completion to our clients' satisfaction. Our Team has the capabilities and capacities to support the City of Santa Ana in addressing its strategic issues by achieving the following: 7/1 gage 13 c Support and uphold a Positive City Image through submission of consistently thorough and compliant plan checks Demonstrating Exemplary Leadership by holding ourselves accountable to delivering quality services c Offering Public Service Excellence through further development of a strong working partnership with the City so we may best understand how to provide necessary services that are of high priority TEAM EXPERIENCE TKE's key staff assigned to perform the services required are identified and discussed in detail within the following section. As discussed previously, TKE currently maintains a staff of 53 personnel who are highly qualified to assist with any of the required services for this contract. TKE has two unique advantages associated with the experience of TKE's project team. One benefit of TKE's project team is our extremely low internal turnover rate. As a result of our rigorous interview and testing procedures, coupled with our extremely high employee satisfaction rates, TKE have several years of experience working together. The close relationships each of our staff members have with one another provide the City with an extremely well rounded and experienced team. As such, TKE's project team experience directly correlates with TKE's firm experience described previously. The second benefit of TKE's project team is our internal training procedures. TKE has strived to develop techniques that reach outside the box and develop well rounded individuals committed to providing high quality, efficient services to meet all of our clients' needs. TKE trains our staff on every facet of engineering design and construction to provide a level of knowledge that can identify problems in every phase of a project, from planning through construction and peer review/plan checking. It is this commitment to service and diverse array of offerings that makes us unique and drives our long- standing relationships with our client base. Understanding that all aspects of on -call miscellaneous consulting and plan checking services are important to ensure the City's interests are protected and project schedules are met, our team brings TKE management level professionals to projects ensuring that every aspect receives full and comprehensive consideration. It is this personal touch and contact that define our `local service' approach. We consider ourselves community builders and take ownership of services requested from TKE, ensuring that our personnel will be allocated on an as -needed basis in order to complete all services on schedule and within specified budget. TKE is committed to responding to our clients' needs as they arise. Terry Renner, P.E., P.L.S, Q.S.D. Project Manager R.C.E. No. 69984 P.L.S. No. 9762 Q.S.D. Certification No. 24329 — Mr. Renner has 24 years of engineering and surveying experience and also has experience as a Plan Checker and Project Manager. Mr. Renner is a Registered Civil Engineer and licensed Land Surveyor in the State of California. He has extensive experience in the design and construction of public works improvement projects, including plan checking, project management, design engineering, construction management and surveying services. In addition, as detailed on Mr. Renner's resume, he has experience with drainage studies preparation, design and construction engineering for street, sewer and drainage system improvement projects. Mr. Renner is well trained in the use of computerized drawing software. He will assist with various tasks throughout the course of providing engineering services, such as base construction drawings, design and construction estimates. Mr. Renner's role on the team will be to manage plan checking duties, compliance with standards and regulations and perform quality assurance and quality control on all documents. Justin Schlaefli, P.E., T.E., P.T.O.E. Traffic Engineer R.C.E. No. 69984 Justin has 22 years of experience in the transportation field. He is responsible for managing 5r rprojects on a day-to-day basis as well as interfacing with other project team members and decision makers/ government staff and Contractors. VERequest for Pro Ity-� `q(u t ffrc� fir. Is for On -Call Engineering Plan Check Services 15-74 7/1 Page 14 He specializes in Intelligent Transportation Systems, Transportation Planning, Construction, Traffic Engineering and Traffic Operations. He has experience working on both public sector projects as well as private sector development. His experience ranges from construction management and inspection to operations and maintenance. He also has experience conducting traffic studies, specialized access analysis, parking studies, trip generation studies, traffic micro -simulation, signal operations, signal timing, traffic control and design/build of ITS solutions. In addition, Justin has served as a subject matter expert in court, for the State of California and for vendors in the transportation industry. He is also a proud alumnus of San Diego State University where he has been a guest lecturer and has taught Transportation Engineering, helping to mentor the next generation in his field. Steve Nix, P.E., P.L.S. Senior Plan Check Engineer .a R.C.E. No. 56810 P.L.S. No. 8146 Mr. Nix, has over 39 years of experience in engineering planning, design, and construction management for public works projects. Mr. Nix has served several cities as it's resident engineer and other capacities including City of Chino, City of Chino Hills, City of Montclair, City of Ontario, City of Fontana, City of Riverside, and Chino Basin Municipal Water District in both the public and private sectors. He has served the City of Upland as the Sanitary Sewer Specialist and East Valley Water District as the Director of Engineering and Operations. His experience includes design and construction management of all types of civil engineering projects ranging from single and multi -family residential, commercial and industrial development projects, public works projects including street, sewer, water, storm drain improvements, water wells construction including wellhead treatment, sewage and water pump stations, water reservoirs as well as sewage treatment and transmission Brian Wolfe, P.E. Senior Plan Check Engineer R.C.E.69109 Brian Wolfe has over 20 years of experience in civil engineering and land surveying for both private and public sectors of the industry. His experience in design, construction and plan checking includes a variety of improvement projects such as street improvements, pavement rehabilitation, signing and striping, precise grading, water mains, demolition, reservoir rehabilitation, and sewer mains. He has provided staff augmentation, capital improvement design, construction management and plan checking services for several Southern California public agencies including 5 years with the City of Adelanto. His experience also includes public works construction inspection, legal descriptions for easements, topographic surveying and construction surveying. Many of his projects involved ADA accessible pathways and grant funding management such as Safe Routes to Schools and Community Development Block Grant (CDBG) improvements. Mr. Wolfe is also well versed in traffic calming, bicycle facility design, warrant analysis and temporary traffic control. Previous traffic engineering duties included close collaboration with City Police Departments to resolve parking violation enforcement issues and increasing traffic safety. Monae Pugh Senior Plan Check Engineer Monae Pugh has over 32 years of Municipal and Public Agency engineering experience with a wide range of responsibilities and projects emphasizing the discipline of Transportation and Traffic Engineering. Her most recent experience includes management of both Land Development and Traffic Engineering Departments for the City of Fontana. Prior experience includes over 17 years in the County of Riverside Traffic Engineering Department. She is a Certified Grant Writer through Cal State San Bernardino Certification Program and has secured multiple Transportation grants for a wide variety of infrastructure projects. Ito&Rq1u�,,rA,ro foP 7e9 Is for On -Call Engineering Plan Check Services 15-75 7/1 Page 15 Ron Musser, P.L.S. Director of Survey P.L.S. No. 4230 0,,Q' Mr. Musser has over 50 years of experience in performing field and office surveying services for public and private projects including design surveys and right-of-way acquisition projects. Prior to joining TKE Engineering, Inc., Mr. Musser worked at the County of Riverside as a County Surveyor for nearly 22 years providing mapping, easement document preparation, field surveying and calculations support for hundreds of projects. He has prepared records of survey, parcel maps, tract maps, right-of-way and easement documents in San Bernardino County, Riverside County, San Diego County, Orange County and Los Angeles County. He has performed boundary, topographic, ALTA, and precise level surveys as well as Global Positioning Surveys. TKE's professional team is supported by 53 engineering assistants, surveying assistants, and administrative staff. Corporate resumes along with an organizational chart for the entire team are presented on the following pages. Ito&Rq1u�OH'A,'o foP 7e9 Is for On -Call Engineering Plan Check Services 15-76 7/1 Page 16 ORGANIZATION CHART, TIME AVAILABILTY & RESUMES The following pages includes our firm's organization chart, time availability and resumes of our key personnel. TKE can furnish additional resumes for any support staff needed to accomplish the work under this contract. Project Manager Terry Renner, P.E., P.L.S., Q.S.D. Time Availability: 25% IteReqit(uest for Pro Is for On -Call Engineering Plan Check Services 15-77 7/1 Pag 17 RESUMES TERRY RENNER, P.E., P.L.S., Q.S.D. Mr. Renner is the Senior Vice President of TKE and has over 23 years of experience in civil engineering design, plan checking, project management and construction management of both development and public works infrastructure projects, including grading improvements, street and transportation improvements, drainage improvements, water improvements, sewer improvements, facilities improvements and recreation improvements. He currently provides plan checking services for the cities of Calimesa, Upland, Wildomar, Highland, and El Monte. He has managed plan check work on a variety of development projects including small to very large projects as the municipal agency's technical review staff. He has provided management of development project screen checks, responses to development community inquiries, acceptance of submittals on behalf of agencies, determination of project impacts, development conditions of approval, presentation of projects to planning commissions, preparation of council agenda reports, performed plan checking as well as many other municipal development related services. He has successfully delivered a wide variety of complex and challenging projects and is dedicated to ensuring that the plans produced by TKE continue to exceed industry standards. DETAILED PROJECT EXPERIENCE Project Manager • TM 18249; Upland Crossing; Eleventh Street, City of Upland, TKE Engineering, Inc. CA - Mr. Renner was responsible for water, sewer, drainage, street, grading and water quality management plan check services on a 16 acre, 125 lot, single family development project. EDUCATION • Tract 18274; Upland Crossing College Heights Basin, City of BS, Civil Engineering, California Upland, CA - Mr. Renner was responsible for water, sewer, State Polytechnic University, drainage, street, grading and water quality management plan Pomona check services on a 12-acre, high density development project. REGISTRATIONS • TTM 18697, City of Upland, CA - Mr. Renner was responsible for water, sewer, drainage, street, grading and water quality P.E. License Number 69984 (CA) management plan check services on a 10-acre, 209-unit mixed Qualified SWPPP Developer and use development project. Practitioner #24329 P.L.S. 9762 TTM 18951, City of Upland, CA - Mr. Renner was responsible for water, sewer, drainage, street, grading and water quality CERTIFICATIONS management plan check services on a 4-acre, 78-unit high Caltrans SWPPP Certified density development project. • TTM 15461, City of Upland, CA - Mr. Renner was responsible AFFILIATIONS for sewer, street, and grading plan check services on a one -unit American Public Works single family residential development project. Association • TTM 26811 Singleton Road, Mastercraft Development, City American Council of Engineering of Calimesa, CA — Mr. Renner was responsible for precise Companies of California grading plan check services on the 200-lot subdivision. • TTM 30386 Bryant Street, City of Calimesa, CA — Mr. Renner was responsible for street and storm drain, grading and signing and striping plan check services on the 400-lot subdivision. Request for Pro it7 191 Lrc� fir. Is for On -Call Engineering Plan Check Services 15-78 7/1 Page IS JUSTIN P. SCHLAEFLI, P.E., T.E., PTOE Traffic Engineer TKE Engineering, Inc. EDUCATION B.S., Civil Engineering, San Diego State University M.S., Civil Engineering, Norwich University CERTIFICATIONS P.E. License Number 74670 (CA) T.E. License Number 2564 (CA) REGISTRATIONS Professional Traffic Operations Engineer IMSA Level II Signal Technician — Field Certified Fiber Optic Technician AFFILIATIONS Former Second Vice President, San Diego Highway Development Association Member National Academy of Sciences, Transportation Research Board Justin has 21 years of experience in the transportation field. He is responsible for managing projects on a day-to-day basis as well as interfacing with other project team members and decision makers/ government staff and Contractors. He specializes in Intelligent Transportation Systems, Transportation Planning, Construction, Signal Maintenance, Traffic Engineering and Traffic Operations. He has experience working on both public sector projects as well as private sector development. His experience ranges from construction management and inspection to operations and maintenance. He also has experience conducting traffic studies, specialized access analysis, parking studies, trip generation studies, traffic micro - simulation, signal operations, signal timing, traffic control and design/build of ITS solutions. In addition, Justin has served as a subject matter expert in court, for the State of California and for vendors in the transportation industry. He is also a proud alumnus of San Diego State University where he has served as a guest lecturer and adjunct faculty teaching Transportation Engineering and helping to mentor the next generation in his field. Through his career, Justin Schlaefli has accumulated truly unique experience in Traffic Engineering. For example, Justin has served as an expert for the State Board of Professional Engineers with respect to creation of the Traffic Engineer license exam. In addition, Justin has served as a qualified expert witness for the US Attorney's office in cases involving traffic accidents and traffic signal timing. In addition, Justin has completed hundreds of traffic and safety studies throughout his career including substantial CEQA/NEPA work. Finally, Justin has overseen design/build projects for signal modification and ITS improvements including projects in Caltrans jurisdiction and involving multi -agency coordination. DETAILED PROJECT EXPERIENCE City Traffic Engineering, Various Cities, CA - Mr. Schlaefli provided on -call traffic engineering services to various Cities. He is currently responsible to review of traffic control plans, land development review of site plans and access management, review and comment of traffic impact studies, traffic engineering project coordination with capital improvement projects, warrant analysis preparation, traffic count coordination, analysis of traffic counts and collision data, traffic control device recommendations, speed zone survey preparation, and certifications, and school zone analysis. While providing these services to the City, Mr. Schlaefli has represented the City with other agencies, consultants and developers at numerous meeting, represented engineering with the City's management personnel and other public meetings, managed engineering budgets and project schedules. On -Call Plan Checking, City of Pico Rivera, CA - Mr. Schlaefli served as the Traffic Engineer. TKE provides on -call plan and map checking services to the City. TKE is providing plan checking services for several small and large tract developments, single family residential units and commercial retail centers within the City. In addition, TKE is performing plan check on several capital improvement projects within the City. Ito&Rq1u�,,rA,ro foP 7e9 Is for On -Call Engineering Plan Check Services 15-79 7/1 Page 19 Member, Institute of On -Call Plan Checking, City of Hesperia, CA — Mr. Schlaefli Transportation Engineers served as the Traffic Engineer. TKE provides on -call plan and map checking services to the City. TKE is providing plan Vice President of Professional checking services for several small and large tract developments, Development, San Diego State single family residential units and commercial retail centers within University Alumni Board of the City. In addition, TKE is performing plan check on several Advisors capital improvement projects within the City. • On -Call Plan Checking, City of Highland, CA - Mr. Schlaefli Adjunct Faculty, San Diego State served as the Traffic Engineer. TKE provides on -call plan and University map checking, civil engineering and inspection services to the City of Highland for Capital Improvement project coordination, planning and implementation. TKE is assisting the City Engineer with more than $7 million in Capital Improvements Projects for the current fiscal year. TKE simultaneously prepared numerous grant applications, performed plan checking on CIP, represented the City with other agencies at various meetings, represented Engineering with the City's council and other public meetings, managed engineering budgets and project schedules, prepared and acquired right-of-way, managed funding programs, provided construction management and inspection services, as well as public relations and various related work. • On -Call Plan Checking, City of Calimesa, CA - Mr. Schlaefli served as the Traffic Engineer. TKE provides on -call plan and map checking services to the City of Calimesa. TKE is providing plan checking services for several small and large tract developments, single family residential units and commercial retail centers within the City. Ito&Rq1u�,,rA,ro foP 7e9 Is for On -Call Engineering Plan Check Services 15-80 7/1 Page 110 STEVE NIX, P.E., P.LS. Senior Plan Check Engineer TKE Engineering, Inc. EDUCATION Chaffey College REGISTRATIONS P.E. License Number 56810 (CA) L.S. License Number 8146 (CA) AFFILIATIONS Riverside -San Bernardino Counties Branch, American Society of Civil Engineers (ASCE) American Public Works Association (APWA) Mr. Nix, has over 39 years of experience as a Civil Engineer. He has worked on a variety of development projects, ranging in size from small to very large, as the municipal agency's technical review staff. He has provided development project screen checks, responded to development community inquiries, accepted submittals on behalf of agencies, determined project impacts, developed conditions of approval, presented projects to planning commissions, prepared council agenda reports, performed plan checks, seamlessly executed the entitlement process, as well as many other municipal development services. His experience includes survey, design and construction management of all types of civil engineering projects ranging from single and multi -family residential, commercial and industrial development projects, public works projects including street, sewer, water, storm drain improvements, water wells construction including wellhead treatment, sewage and water pump stations, water reservoirs as well as sewage treatment and transmission DETAILED PROJECT EXPERIENCE • On -Call Plan and Map Checking Services, Various Cities- Mr. Nix has provided on -call plan checking services to several local Southern California Cities. His experience includes providing plan checking services for several small and large tract developments, single family residential units, and commercial retail centers. His services have included development project screen checks, responding to development community inquiries, performing plan checking for grading, street, storm drain, landscaping, street lighting, traffic signal, SWPPP, erosion control, and WQMP plans, as well as conducting all facets of municipal development related services. • Director of Public Works, City of Montclair- Mr. Nix served as Director of Public Works for the City of Montclair. His project. experience includes wet utility relocations necessary to support the extension of the Metro Rail from San Bernardino to Redlands and the Central Avenue Rehabilitation Project between Phillips Blvd and Arrow Route in the City of Montclair. He also provided contract support for plan check services for all Development Projects within the City of Montclair. This included review of entitlement processing and review of all improvements plans and mapping needed to facilitate new development projects, he also provided design, QA/QC and shop drawing review required for Land Development projects. • Director of Engineering and Operations, East Valley Water District, City of Highland -Mr. Nix served as the Director of Engineering and Operations for the East Valley Water District. He was responsible for daily operations and managing the Capital Improvement Program which averages $5-6M of improvements to District facilities per year. The Operations Division included both water and wastewater and served approximately 102,000 residents within City of Highland and portions of both City and County of San Bernardino. The Water Division also operates a 8 MGD surface water treatment plant which provides about 1 /3 of the potable water used within the District. Ito&Rq1u�,,rA,ro foP 7e9 Is for On -Call Engineering Plan Check Services 15-81 7/1 Page I11 BRIAN D. WOLFE, P.E. Senior Plan Check Brian Wolfe has over 20 years of experience in civil engineering and land surveying for both private and public sectors of the industry. His experience in design, construction and plan checking includes a variety of improvement projects such as street improvements, pavement rehabilitation, signing and striping, precise grading, water mains, demolition, reservoir rehabilitation, and sewer mains. He has provided staff augmentation, capital improvement design, construction management and plan checking services for several Southern California public agencies including 5 years with the City of Adelanto. His experience also includes public works construction inspection, legal descriptions for easements, topographic surveying and construction surveying. Many of his projects involved ADA accessible pathways and grant funding management such as Safe Routes to Schools and Community Development Block Grant (CDBG) improvements. Mr. Wolfe is also well versed in traffic calming, bicycle facility design, warrant analysis and temporary traffic control. Previous traffic engineering duties included close collaboration with City Police Departments to resolve parking violation enforcement issues and increasing traffic safety. Engineer Mr. Wolfe has written and presented many staff reports for recommend action to commissions as well as contract awards for City council. TKE Engineering, Inc. Recommended action often required close coordination with the public and businesses. Mr. Wolfe has represented the city at numerous EDUCATION M.S. Civil Engineering, California State Polytechnic University, Pomona B.S. Civil Engineering, California State Polytechnic University, Pomona REGISTRATIONS P.E. License Number 69109 (CA) AFFILIATIONS American Society of Civil Engineers (ASCE) Past -President, San Bernardino/Riverside County Branch regional meetings with SBCTA and Caltrans. DETAILED PROJECT EXPERIENCE • On -Call Plan and Map Checking Services, Various Cities- Mr. Wolfe has provided on -call plan checking services to several local Southern California Cities. His experience includes providing plan checking services for several small and large tract developments, single family residential units, and commercial retail centers. His services have included development project screen checks, responding to development community inquiries, performing plan checking for grading, street, storm drain, landscaping, street lighting, traffic signal, SWPPP, erosion control, and WQMP plans, as well as conducting all facets of municipal development related services. • City Engineering Services, City of Adelanto — Mr. Wolfe provided full time civil engineering services to the city, as the City Engineer. While providing these services to the city, he has represented the city with other agencies at numerous meetings, represented engineering with the City's council and other public meetings, managed engineering budgets and project schedules, retained other consultants to prepare improvement design projects, managed funding programs, and various related work. In addition, and he has managed infrastructure development projects. • Tract 20017; Spanish Trails, City of Upland- Mr. Wolfe was responsible for water, sewer, drainage, street, WQMP, SWPPP and grading plan check services on a 4.75-acre, residential development project. Ito&Rq1u�OH'A,'o foP 7e9 Is for On -Call Engineering Plan Check Services 15-82 7/1 Page 112 Ms. Pugh has over 32 years of Municipal and Public Agency engineering experience with a wide range of responsibilities and projects emphasizing the discipline of Transportation and Traffic Engineering. Her most recent experience includes management of both Land Development and Traffic Engineering Departments for the City of Fontana. Prior experience includes over 17 years in the County of Riverside Traffic Engineering Department. Ms. Pugh has actively pursued continuing education throughout her career through U.C. Berkley extension courses offered by the Institute of Transportation Studies and couples this with functional engineering experience. She is a Certified Grant Writer through Cal State San Bernardino Certification Program and has secured multiple Transportation grants for a wide variety of infrastructure projects. DETAILED PROJECT EXPERIENCE • City of Hesperia Traffic Engineering — Ms. Pugh provides on- M O NAE P U G H call traffic engineering services to the City. She is currently responsible for review of traffic control plans, land development Senior Plan Check review of site plans and access management, review and comment of traffic impact studies, traffic engineering project Engineer coordination with capital improvement projects, warrant analysis preparation, traffic count coordination, analysis of traffic counts TKE Engineering, Inc. and collision data, traffic control device recommendations, speed zone survey preparation and certifications, and school zone analysis. While providing these services to the City, Ms. Pugh EDUCATION has represented the City with other agencies, consultants and developers at numerous meeting, represented engineering with UC Berkley Institute of the City's management personnel and other public meetings, Transportation Engineers managed engineering budgets and project schedules. • City of Corona Traffic Engineering Services — Ms. Pugh AFFILIATIONS provides on -call traffic engineering services to the City of Corona. Institute of Transportation She managed numerous in-house traffic signal designs, reviewed developer submitted traffic impact reports, provide plan checking Engineers on traffic control plans submitted for developer projects and capital improvement projects. While providing these services to the City, Ms. Pugh has represented the City during meetings with City consultants and developers, managed engineering budgets and project schedules, and various related work. • City of Calimesa Traffic Engineering — Ms. Pugh provide on - call traffic engineering services to the City. She is currently responsible for review of traffic control plans, land development review of site plans and access management, review and comment of traffic impact studies, traffic engineering project coordination with capital improvement projects, warrant analysis preparation, traffic count coordination, analysis of traffic counts and collision data, traffic control device recommendations, speed zone survey preparation and certifications, and school zone analysis. 19ERuest for Proposals for On -Call Engineering Plan Check Services itT,Z(q'Un0H A,. 15 — 83 7/16/20A Page 113 RON MUSSER, P.L.S. Direc,Lor of Surveys TKE Engineering, Inc. REGISTRATIONS P.L.S. License Number (CA): 4230 Mr. Musser has over 52 years of experience in performing field and office surveying and plan checking services for public and private projects including roadway and highway projects. He has performed design topographic surveying and construction staking on all of TKE's respective design and construction management projects and map checking over the past 10 years. In addition, he has prepared records of survey, parcel maps and tract maps in San Bernardino County, Riverside County, San Diego County, Orange County and Los Angeles County. He has performed boundary, topographic, ALTA, and precise level surveys as well as Global Positioning Surveys. Mr. Musser currently provides map checking services to the cities of Calimesa, Upland, Azusa, Pico Rivera and El Monte. DETAILED PROJECT EXPERIENCE On -Call Survey and Map Checking Services, City of Calimesa, CA - Mr. Musser provides on -call map checking services to the City of Calimesa. Mr. Musser is providing map checking services for several small and large tract developments, single family residential units and commercial retail centers within the City. Services include closure calculations, development project screen checks, response to development community inquiries, perform map checking for tract maps, parcel maps, lot line adjustments, lot mergers, records of survey, corner records, easement and right-of-way acquisitions. On -Call Survey and Map Checking Services, City of Hesperia, CA - Mr. Musser provides on -call map checking services to the City of Hesperia. Mr. Musser is providing map checking services for several small and large tract developments, single family residential units and commercial retail centers within the City. Services include closure calculations, development project screen checks, response to development community inquiries, perform map checking for tract maps, parcel maps, lot line adjustments, lot mergers, records of survey, corner records, easement and right-of-way acquisitions. On -Call Map Checking Services, City of Upland, CA - Mr. Musser provides on -call map checking services to the City of Upland. Mr. Musser is providing map checking services for several tract developments, single family residential units and commercial retail centers within the City. Services include closure calculations, development project screen checks, response to development community inquiries, perform map checking for tract maps, parcel maps, lot line adjustments, lot mergers, records of survey, corner records, easement and right- of-way acquisitions. R�q(uetoP 90I ItyArr.o Is for On -Call Engineering Plan Check Services 15-84 7/1 0�ge 114 SECTION D I UNDERSTANDING OF NEED PROJECT UNDERSTANDING The City desires to retain a highly qualified Civil Engineering Consultant on as as -need basis to provide Plan Check Services. TKE recognizes the City's need for plan check services for street improvement plans, grading plans, water quality management plans, storm drain improvement plans, signing and striping plans, traffic studies, traffic signal plans, signal modifications, street lighting plans, traffic control plans, landscape and irrigation plans, land survey documents such as: tract maps, parcel, dedication legal description. TKE staff is prepared to immediately mobilize and begin providing the required services and related engineering assistance for all plan check services of the City's project needs. PROJECT APPROACH TKE and the City have a common goal, successful project delivery. Our definition of successful project delivery is: Project completion that protects City interests Project completion that meets all project requirements Project completion within budget Project completion on schedule Our goal is not limited to project processing only, but includes the incorporation of value engineering and constructability review. Through the evaluation and management of specific alternatives, we will facilitate the delivery of the most cost-effective project alternative that meets design requirements and will provide for the greatest opportunity for expedited construction. To achieve our goal, we approach our projects by first developing a project plan. Our project plan considers the major issues described below. Prior to beginning plan checking services, we would perform the following: o Detailed Review of the Project z� Preliminary Research and Data Collection o Client Inquiries L Field Reconnaissance We have identified the following key elements which are vital to quality plan check delivery: PROJECT MANAGEMENT Project management will be an essential element in project delivery. Effective communications will lead to effective management. Management will include weekly reviews of project budget and schedules and regular meetings with all project shareholders. For all projects, either development or capital improvement, the most important aspect of management will be to ensure that the City's interest is protected to the maximum extent possible. Any deviation from standards and requirements will be referred to the Development Principal Engineer. TKE will implement direction given by City staff. For development projects, project requirements and project schedule compliance will be important. Project requirements will be assessed by the plan checker and presented to the City's management staff (i.e. Development Principal Engineer). Upon receipt of direction from City administration, the Plan Checker will be responsible to verify that development is completed in compliance with those project requirements. TKE's effective project management techniques will ensure that compliance will occur. For developers, time is money. For the City, development assists the City's economic engine. Therefore, maintaining the project schedule will be one of the most important tasks for the plan check process. Further, maintaining excellent communications will prevent any project processing misunderstandings leading to project delays. TKE management techniques will result in efficient project delivery. TKE's management approach includes: Monthly Progress Keportr — TKE documents project progress for all plan check projects assigned to TKE by a comprehensive plan check summary log. The summary log includes project name and related number, plan description, plan check number, date of receipt, due date, return date and notes. ;ommunication — Communications with agencies' staff is another important component to effective project management. In addition to the monthly progress reports, TKE meets with clients as needed to ensure the projects are proceeding as anticipated. We document each discussion or meeting with notes and electronically mail them to the project team within three days of the meeting/conference indicating action items and a schedule for completion of these items. r. uiia r,eep g — TKE keeps records in an organized filing system both in hard copy and electronic forms. This organized filing system allows TKE to access records immediately should they be needed. Ito&Rq1u�,,rA,ro foP 7e9 Is for On -Call Engineering Plan Check Services 15-85 7/1 M�ge 115 Meeting — TKE meets with project stakeholders as needed. We meet with them upon request and throughout the course of plan checking to ensure all comments are properly addressed and considered in the project design. All meeting preparation (agendas, exhibits, slide shows, etc.) will be prepared by TKE for each meeting. Again, meetings will be documented. TKE has provided numerous meetings with other consultants and developers to adequately convey the City design requirements. Y earn ►vieetiny — Team meetings include all parties that have any interest in the project development. In particular, the City's Engineering and Public Works Departments will be a close working partner with TKE in determining plan check requirements and conditions for development and capital projects. REGULATORY, SUBDIVISION MAP ACT AND CITY STANDARDS COMPLIANCE Another primary function of the Plan Checker is to verify compliance with all aspects of federal, state, and local laws as well as the subdivision map act and City standards. TKE is already well versed with federal, state and local development law and the map act requirements. Furthermore, TKE is extremely knowledgeable of City standards and will verify that all design related to engineering components are prepared in accordance with these requirements and standards. DIGITAL PLAN CHECKING TKE is familiar with digital plan checking and equipped to provide digital plan checking services in two different manners. We are equipped with Blue Beam to provide fully digital plan checking services. With Blue Beam, the City and development community would also need to have the appropriate software and computer capabilities to process and review the plan checks. Many City's we currently provide plan checking services for are not yet equipped with these capabilities, therefore we provide another form of digital plan checking to accommodate such cities. For cities that are not capable of fully digital plan check services, we are able to accept a pdf submittal, review and print necessary plans in-house and provide pdf plan check plans and reports back to the City. COMMUNICATION TKE provides effective project management of plan checking services to a variety of clients. We have successfully delivered plan and map checking services for extensive and highly visible developer and CIP street improvement, traffic improvement, drainage improvement, water, wastewater and facility improvement projects for the Counties of San Bernardino and Riverside, Cities of Fullerton, Irvine, Diamond Bar, Eastvale, Upland, Fontana, Hesperia, Banning, Calimesa, Corona, Chino, Adelanto, Highland, Yucaipa, Rialto, Redlands, El Monte, Azusa, South El Monte, Wildomar, and Pico Rivera and for the San Bernardino Municipal Water Department, Western Municipal Water District, Rubidoux Community Services District, and Mission Springs Water District. TKE's approach has consistently allowed our partner agencies to fulfill their missions of delivering the best value for the public's investment. ;Rq(uest for ProIte � An_ An - Is for On -Call Engineering Plan Check Services 15-86 7/1 Page 116 SECTION E I RELEVANT PROJECT EXPERIENCE Pico Rivera On -Call Plan Checking Services City of Pico Rivera Contact: Gene Edwards Phone: (562) 801-4225 Email: gedwards@pico-rivera.org Highland On -Call Plan Checking Services City of Highland Contact: Carlos Zamano Phone:(909) 864-6861 Email:czamano@cityofhighland.org Calimesa On -Call Plan Checking Services City of Calimesa Contact: Will Kolbow Phone (909) 795-9801 Email:wkolbow@cityofcalimesa.net Hesperia On -Call Plan Checking Services City of Hesperia, CA Contact: Nathan Freeman Phone: (760) 947-1000 Email: nfree man@cityofhesperia. us Colton On -Call Plan Checking Services City of Colton Contact: Victor Ortiz, P.E Phone:(909) 514-4220 Email:vortiz@coltonca.gov Wildomar On -Call Plan Checking Services City of Wildomar, CA Contact: Dan York Phone:(951)677-7751 ext.226 Email:dyork@cityofwildomar.org TKE provided on -call plan and map checking services to the City of Pico Rivera. TKE provided plan checking services for several small and large tract developments, single family residential units and commercial retail centers within the City.. TKE provides on -call plan and map checking, civil engineering and inspection services to the City of Highland for Capital Improvement project coordination, planning and implementation. TKE is assisting the City Engineer with more than $7 million in Capital Improvements Projects for the current fiscal year. TKE simultaneously prepared numerous grant applications, performed plan checking on CIP, represented the City with other agencies at various meetings, represented Engineering with the City's council and other public meetings, managed engineering budgets and project schedules, prepared and acquired right-of-way, managed funding programs, provided construction management and inspection services, as well as public relations and various related work. TKE provides on -call plan and map checking services to the City of Calimesa. TKE is providing plan checking services for several small and large tract developments, single family residential units and commercial retail centers within the City. TKE provides on -call plan and map checking services to the City. TKE is providing plan checking services for several small and large tract developments, single family residential units and commercial retail centers within the City. In addition, TKE is performing plan check on several capital improvement projects within the City. TKE provides on -call plan and map checking services to the City. TKE is providing plan checking services for the CalPortland/Colton Cement Plant development project, Agua Mansa Road Parcel Map 19741, 1350 Reche Canyon Road, and 1600 East Ashley Way Parcel Map 20080, all within the City. TKE has been providing plan and map checking services to the City since 2017. TKE provides on -call plan and map checking services to the City. TKE is providing plan checking services for several small and large tract developments and commercial retail centers within the City. TKE utilizes the City's online system (Citrix) for access and uploading of plan check documents. Services included development project screen checks, response to development community inquiries, accept submittals on behalf of agencies, determine project impacts, develop conditions of approval, present projects to planning commissions, prepare council agenda reports, perform plan and map checking for grading, street, storm drain, hydrology, hydraulics, landscaping, street lighting, traffic signal, SWPPP, erosion control, and WQMP plans as well as many other municipal development related services. g. Services included development project screen checks, response to development community inquiries, accept submittals on behalf of agencies, determine project impacts, develop conditions of approval, present projects to planning commissions, prepare council agenda reports, perform plan and map checking for grading, street, storm drain, hydrology, hydraulics, landscaping, street lighting, traffic signal, SWPPP, erosion control, and WQMP plans as well as many other municipal development related services. TKE provides on -call plan and map checking services to the City of Calimesa. TKE is providing plan checking services for several small and large tract developments, single family residential units and commercial retail centers within the City. Services included development project screen checks, response to development community inquiries, accept submittals on behalf of agencies, determine project impacts, develop conditions of approval, present projects to planning commissions, prepare council agenda reports, perform plan and map checking for grading, street, storm drain, hydrology, hydraulics, landscaping, street lighting, traffic signal, SWPPP, erosion control, and WQMP plans as well as many other municipal development related services. Services included development project screen checks, response to development community inquiries, perform plan and map checking for grading, street, drainage, hydrology, and hydraulics, as well as many other municipal development related services. Services included development project screen checks, response to development community inquiries, determine project impacts, develop conditions of approval, perform plan and map checking for grading, street, storm drain, hydrology, hydraulics, landscaping, street lighting, traffic signal, SWPPP, erosion control, and WQMP plans. N/A On -Going N/A On -Going N/A On -Going N/A On -Going N/A On -Going N/A On -Going Request for Pro it�IQO H Ana Is for On -Call Engineering Plan Check Services 15-87 7/1 Page 117 SECTION F I REFERENCES Please see Section E of the proposal for references for projects with public agencies. Due to the RFP page limit constraint for additional references, the City of Santa Ana can contact TKE for more information. SECTION G I SCOPE OF SERVICES & SCHEDULE SCOPE OF SERVICES TKE's typical projected scope of services is presented in the following paragraphs: DIGITAL AND STANDARD PLAN CHECKING SERVICES o Street and Storm Drain Improvements o Grading, Erosion Control and/or Drainage Plans L Construction Detour Plans o Striping and Signing Plans L Traffic Signal Plans o Water Improvement Plans L Sewer Improvement Plans o Street Lighting Plans L Bridge or Retaining Wall Structures Not Under Building Permit Purview z� Consistency with Other Planned Improvements L Final and Parcel Maps o Easement Dedications L Vacations Quitclaims o Lot Line Adjustments o Parcel Mergers o Water Quality Management Plans PLAN CHECK SUBMITTAL ITEMS AND REPORTS 0 0 0 0 0 0 G 0 0 Road Structural Section Components Hydrology and Hydraulic Calculations and Reports Street Layout Design WQ M P's Structure Calculations Not Under Building Permit Purview Traffic Reports or Studies Quantity Estimates Engineer's Cost Estimates Soils/Geological Reports TECHNICAL SPECIFICATIONS FOR PROPOSED IMPROVEMENTS IN CITY ROAD RIGHT OF WAY L Road Structural Section components o Trench backfill and restoration o Storm Drain line and appurtenances o Traffic Signal components o Signing and Striping WORKFLOW METHODOLOGY Review for completeness of submittals Document submittal deficiencies and advise the City as necessary Identify any additional reference materials required for a thorough plan check such as related offsite improvement plans, studies or reports Conduct site visit as necessary QUALITY ASSURANCE/ QUALITY CONTROL TKE takes pride in its reputation for thoroughness, rapid turnaround, cost efficiency and overall quality of work, and believes that a high level of quality is needed on all service provided by TKE. Key components of the program include check lists, field reviews, and discussion with Client staff. High quality services yields the following tangible results: o Ease of oversight o Smoother processing o Minimal delays in the bidding phase o Healthy number of bidders o Consistent bids o Minimized construction support cost o Absence of design -related change orders o Reduced claims and dispute resolution costs TKE believes that the most successful quality assurance program is one that is applied inherently throughout the entire process. This program requires not only formal procedures for checking, but encourages the conscientious effort of experienced people to always "think quality" in every task performed throughout the design process. This program has become a natural element in all aspects of TKE's management activities, and will guide all services provided by TKE. Effective QA/QC includes: Compliance With Current NPDES Permits Staff training and development o Assignment of experienced staff o Continuity of staffing o Project -specific work plan Schedule compliance Rest for Proposals for On -Call Engineering Plan Check Services 196t7tuiltH - 15 — 88 7/16/20A Page 118 c Comprehensive field review and compilation of site data v Established design procedures o Established detailing standards Established checking procedures, including independent in-house QA/QC review G Dual (independent) quantity estimates o Review by Constructability expert This Quality Assurance/Quality Control program is in place to ensure that services provided by TKE continues to exceed the standards of our clients and that we will deliver the process and project on schedule and within budget. Ito&Rq1u�OH'A,'o foP 7e9 Is for On -Call Engineering Plan Check Services 15-89 7/1 Page 119 SCHEDULE Below is an example of our schedule of deliverables for on -call engineering plan check projects. ON 9 CheckPlan .- JIV111111111JERWel . -IF First Submittal WPI Hours Subsequent I Estim�, Conditions Of Approval 8 2 Traffic Impact Analysis (TIA) 6 3 Parcel/Tract Map 20 8 Water Quality Management Plan 8 4 Hydrology/ Hydraulics Report 12 4 Geotechnical Report 4 1 Rough Grading Plans 8 4 Street Plans 16 8 Precise Grading Plan 16 8 Storm Drain Plans 16 8 Water Plans 12 4 Sewer Plans 12 4 Street Light Plans 4 2 Signing And Striping Plans 8 4 Landscape Plans 8 4 Traffic Signal Plans 4 2 Retaining Wall Plans 4 2 SWPPP 8 4 Ito&Rq1u�,,rA,ro foP 7e9 Is for On -Call Engineering Plan Check Services 15-90 7/1 Page 120 ATTACHMENT 3-1 1 NON -COLLUSION AFFIDAVIT CERTIFICATION 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 an 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 die 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 ofthis 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 before me. proved to me on the basis of satisfactory evidence to be the person(s) who appeared SEE ATTACHED Notary Public Signature Notary Public Seal City of Santa Ana RFP #24-035 Page A3-1 IteRequest for Pro It)l IQ` 0�ttH An_ Is for On -Call Engineering Plan Check Services 15-91 7/1 Page 121 ATTACHMENT 3-1 1 NON -COLLUSION AFFIDAVIT CERTIFICATION (CONT.) 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 Riverside Subscribed and sworn to (or affirmed) before me on this 2— day of AVY11 20ILL, by r proved to me on the basis of satisfactory evidence to be the personO who appeared before me. G. SANDOV,LL NOWY public • Gllfamia Al"r" Caun y CammlulanY 2y21 E5 — MY Comm. E%pirtf Feb 11. ma (Sea ure Request for Proposals for On -Call E jjftjtfiQ()��CtH Ana Plan Check Services 15 - 92 7/1 Page 122 ATTACHMENT 3-2 1 NON -LOBBYING CERTIFICATION Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: I . No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee 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, Ioan, 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 mailing 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 ofthis certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm TKE Engineering, Inc. Signed and Printed Name: f "' ) Terry Renner, P.E., P.L.S., Q.S.D. Z Title Senior Vice President Date 03/29/2024 City of Santa Ana RFP #24-035 Page A3-2 Request for Proposals for On -Call E It)FIQ6tntH Ana Plan Check Services 15 — 93 7/1 Page 123 ATTACHMENT 3-3 1 NON-DISCRIMINATION CERTIFICATION Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said Iabor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965. and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP #24-035 Page A3-3 Request for Proposals for On -Call E It)FIQ6tntH Ana Plan Check Services 15 — 94 7/1 Page 124 ATTACHMENT 3-3 1 NON-DISCRIMINATION CERTIFICATION (CONT) 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 al I the penalties imposed for a violation of the Chapter. Signed: Title: Senior Vice President Firm: TKE Engineering, Inc. Date: 04/09/2024 City of Santa Ana RFP #24-035 Page A3-4 Request for Proposals for On -Call E It)FIG(9UntH Ana Plan Check Services 15-95 7/1 Page 125 ATTACHMENT 3-4 1 FLEET COMPLIANCE CERTIFICATION Appendix ATTACHMENT 3-4: FLEET COMPLIANCE CERTIFICATION CERTIFICATIONS Bidder hereby acknowledges that they have reviewed the California Air Resources Board's policies, rules and regulations and are familiar with the requirements of Title 13, Califomia Code of Regulations, Division 3, Chapter 9, effective on January 1, 2024 (the "Regulation"). Bidder hereby certifies, subject to penalty for perjury, that the option checked below relating to the Bidder's fleet, and/or that of their subcontractor(s) ("Fleet") is true and correct: ❑ The Fleet is subject to the requirements of the Regulation, and the appropriate Certificate(s) of Reported Compliance have been attached hereto. ❑ The Fleet is exempt from the Regulation under section 2449.1(f)(2), and a signed description of the subject vehicles, and reasoning for exemption has been attached hereto. ❑ Bidder and/or their subcontractor is unable to procure R99 or R100 renewable diesel fuel as defined in the Regulation pursuant to section 2449.1(f)(3). Bidder shall keep detailed records describing the normal refueling methods, their attempts to procure renewable diesel fuel and proof that shows they were not able to procure renewable diesel (i.e. third party correspondence or vendor bids). ❑ The Fleet is exempt from the requirements of the Regulation pursuant to section 2449(i)(4) because this Project has been deemed an Emergency, as defined under section 2449(c)(18). Bidder shall only operate the exempted vehicles in the emergency situation and records of the exempted vehicles must be maintained, pursuant to section 2449(i)(4). S/ The Fleet does not fall under the Regulation or are otherwise exempted and a detailed reasoning is attached hereto. Name ofBidder:TKE Engineering, Inc. Signature: Name: Terry Renner. P.E.. P.L.S.. Q.S.D. Title: Senior Vice President =11111111 I. 8• M City of Santa Ana RFP #24-035 Page A3-5 Request for Proposals for On -Call E It)FIG(9Untj Ana Plan Check Services 15 — 96 7/1 Page 126 ATTACHMENT 3-4 1 FLEET COMPLIANCE CERTIFICATION (CONT.) TKE Engineering exclusively utilizes standard unleaded gasoline as the fuel source for all of its vehicles in operation. Ito&Rq1u�OH'A,'o foP 7e9 Is for On -Call Engineering Plan Check Services 15-97 7/1 Prepared By: TKE Engineering, Inc. 2305 Chicago Ave. Riverside, CA, 92507 ity ouncil 15 — 9 /16 20 4 EXHIBIT C - FEE PROPOSAL u RATE SCHEDULE 2023- 2024 HOURLY RATE Principal in Charge..................................................................................... $180.00 Project Manager/Construction Manager/Licensed Surveyor .......................... $170.00 Traffic Engineer(TE)................................................................................... $160.00 Senior Engineer/Project Engineer (PE)/Senior Plan Checker ........................ $160.00 Assistant Project Manager/Associate Engineer ............................................ $150.00 Assistant Engineer/Plan Checker/Designer.................................................. $140.00 AutoCAD Technician................................................................................... $130.00 Engineering Technician.............................................................................. $100.00 Clerical..................................................................................................... $ 90.00 Forensic Engineering.................................................................................. $275.00 Expert Witness Testimony......................................................................... $375.00 2-Man Survey Crew (Prevailing Wage) ........................................................ $250.00 Senior Construction Inspector (Prevailing Wage) .......................................... $130.00 Construction Inspector (Prevailing Wage) .................................................... $120.00 In-house Reproduction............................................................................... Cost Printing and Materials................................................................................ Cost + 10% Express Mail/Courier/Next Day Service ...................................................... Cost + 10% Special Subconsultant Services................................................................. Cost + 10% loll City Council 15 — 99 Re'VT 24023 EXHIBIT 3 AGREEMENT WITH CHARLES ABBOTT ASSOCIATES, INC. TO PROVIDE ON -CALL ENGINEERING PLAN CHECK SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 16th day of July, 2024 by and between Charles Abbott Associates, Inc., a California corporation ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On March 19, 2024, the City issued Request for Proposal ("RFP") No. 24-035, by which it sought qualified firms to provide on -call engineering plan check services for the City's Public Works Agency. B. Contractor submitted a responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP 24-035, C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional engineering firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Contractor shall perform the services described in the scope of work that was included in RFP No. 24-035, which is attached as Exhibit A, and as more specifically delineated in Contractor's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Contractor is one of five (5) contractors selected to provide engineering plan check services on an on -call basis under RFP 24-035. The total annual compensation for the services provided by all such contractors selected under RFP 24-035 shall not exceed the aggregate amount of Three Hundred Thousand Dollars and Zero Cents ($300,000). The total aggrcgate amount to be expended by all such contractors during the full term of the Agreement, including extension periods, if any, shall not not exceed One Million Five Hundred Thousand Dollars and Zero Cents ($1,500,000). b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper City Council 15 — 100 7/16/2024 invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for an initial three year term and terminate on June 30, 2027, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for a single, two-year extension upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title $, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor steal l be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not City Council 15 — 101 7/16/2024 be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below for the entire Term ofthis Agreement against claims for injuries to persons ordamage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Contractor. a. Minimum Scope and Limit of Insurance Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate —Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code l) with a limit no less than $1,000,000 combined single limits. 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 Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. 5. Broader Coverage: if the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions i. Additional Insured Status: The City, its City Council, its officers, officials, employees, and volunteers are to be covered as additional insureds on the Contractor's CGL, Professional Liability, and Automobile Liability policies, with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connectionwith such work or operations. 2. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation that any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any City Council 15 — 102 7/16/2024 endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 3. Primary Coverage: For any claims related to this contract, the Contractor's insurance coverage shall be primary. 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. 4. Severability of Interest: A severability of interest provision must apply for all the additional insureds, ensuring that Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, voided, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non - renewal due to non-payment of premium. Contractor shall provide 30 days' advanced written notice to City if any policy is reduced in coverage or in limits. C. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require 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. 7. 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:VI1, unless otherwise acceptable to the City. 8. 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; (2) Insurance must be maintained and evidence of insurance must be provided for at least three years after completion 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, Contractor must purchase "extended reporting" coverage for a minimum of three years after completion of work. 9. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of al I required insurance policies,including endorsements required by these specifications, at any time. City Council 15 — 103 7/16/2024 10. Subcontractors: Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. 11. 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. 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor City Council 15 — 104 7/16/2024 shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential andlor proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. City Council 15 — 105 7/16/2024 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 16. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. The Contractor may terminate this Agreement by providing City with sixty (60) days' advanced written notice. 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. is. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other City Council 15 — 106 7/16/2024 governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Nabi I Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 To Contractor: Mike Podegracz, PE, Director Charles Abbott Associates, Inc. 27201 Puerta Real, #200 Mission Viejo, CA 92691 m i ke po d egracz@caa. i nc City Council 15 — 107 7/16/2024 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney gy; - `/ d-44� Kyle lesen Assistant City Attorney RECOMMENDED FOR APPROVAL: N a b i I Saba � ��- slg�eduy10a l Saba Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Alvaro Nunez Acting City Manager CHARLES ABBOTT ASSOCIATES, INC: Name: Title: , City Council 15 — 108 7/16/2024 EXHIBIT A - SCOPE OF WORK Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL ENGINEERING PLAN CHECK SERVICES RFP NO.24-035 INTRODUCTION The City of Santa Ana is located in the County of Orange in Southern California. The City encompasses 27.5 square miles and a population of over 325,000 people. The City of Santa Ana intends to retain Civil Engineering Consultants on an as -needed or "on -call" basis. A Professional Services Agreement will be entered into with several of the qualified firms Civil Engineering consultant(s) to provide plan check services for a variety of projects on an on -call, as -needed basis, the selected firm(s) may later be asked to provide professional engineering services proposals on specific, project -by -project basis, based on an agreed -upon specific scope of services and fees. In general, work consists of Public Works Engineering plan check services. The plan check may include street improvement plans, grading plans, water quality management plans, storm drain improvement plans, singing and striping plans, traffic studies, traffic signal plans, signal modifications, street lighting plans, traffic control plans, landscape and irrigation plans, land survey documents such as: tract maps, parcel maps, dedication legal description. In the past, the City has utilized professional and administrative staff on as needed basis to meet the goals and objectives of the City in the delivery of quality and on time services. The staff services are an extension to the current workforce and work in conjunction to better serve and complement the needs of the Public Works Agency. In summary, the City of Santa Ana is soliciting proposals from qualified firms to provide engineering and survey plan check services for Public Works. This request for proposal (RFP) provides interested qualified firms with the information enabling them to submit a Service Bid Proposal and to provide the services described herein. The City may select up to five (5) consultants to provide the services described herein. Description of Work: On as needed basis, the Consultant/s will provide the City with engineering and land surveying plan check services to the Public Work Department. The work consists of general engineering plan check for offsite improvements related to land development projects in the City. City of Santa Ana RFP 24-035 Page Al -1 City Council 15 — 109 7/16/2024 The various plan check services will be for the following areas, including but not limited to: Street Improvement Plans - Grading Plans - Water Quality Management Plans - Geotechnical Reports - Land Surveying - Legal Description of Dedication Final Map Plan Check - Landscape .Architectural and Irrigation Environmental - Transportation/Traffic Studies - Signing and Striping Plans - Traffic Signal Plans - Street Lighting Plans In addition to general engineering design projects Consultants may be asked to perform the duties of the City Land Surveyor and sign Final Maps. Consultant Responsibilities: On an as -needed basis, the Consultant(s) will be requested to conduct plan review services for the City, whether through paper submissions or electronic plan review. The City is currently using ProjectDox as its onlinelelectronic plan review platform, and it is required that the Consultant(s) familiarize themselves with this software and any other software the City might use in the future. The City of Santa Ana is dedicated to enhancing the customer experience throughout the plan review process. To achieve this, the City has established a guideline ensuring that the initial plan review will be completed within a maximum of four weeks, followed by a two -week period for the second review, and a one -week turnaround time for any further reviews if necessary. Consultant(s) are required to deliver weekly updates to the City staff, detailing the progress of the plan review, the anticipated completion date, and the hours dedicated to the plan check. Consultants must present their comments to applicants in a list format, as an independent document, which could be easily understood and interpreted on its own. It is essential that Consultants offer clear, detailed comments designed to assist the applicant in achieving plan approval with minimal resubmissions. Consultants(s) are required to provide monthly invoices for the hours dedicated reviewing plans. The City reserves the right to interview any of the plan checkers, or other staff, prior to allowing plan check services. Registered Professional Engineers and Licensed Land Surveyors may be required to sign plans, specifications and contract legal documents. City of Santa Ana RFP 24-035 Page Al-2 City Council 15 —110 7/16/2024 Sample Fee Proposal Consultant shall submit a fee proposal as described below. The proposal will be used for fee comparison and evaluation purposes. The proposer shall complete this form and include it along with the billing rates breakdown. This schedule will be used to identify different plan check hourly rate for each different type of plan check. Consultants are to identify their own staff to review different plan types, but only provide to the City an overall hourly rate for each different plan check type. This will only be used for comparison purposes and may be changed if agreed upon by both parties. PROPOSER FEE RATE SCHEDULE COMPANY NAME (date) TITLE BILLING RATE Street Improvement Plan $ Grading Plan $ Water Quality Management Plan (WQMP) $ Geotechnical Report $ Land Surveying Documents $ Legal Description of Dedication $ Landscape Irrigation Plans $ Environmental Documents $ Transportation/Traffic Studies $ Signing and Striping Plans $ Traffic Signal Plans $ Street Lighting Plans $ Miscellaneous Plan Check $ Furthennore, this fee proposal will become part of Exhibit B of the Contract Agreement and will be used to compare with an actual work request. City of Santa Ana RFP 24-035 Page Al-3 City Council 15 —111 7/16/2024 EXHIBIT B - PROPOSAL CAA Charles Abbott Associates, Inc City of Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, Califomia 92701 Due Date: April 9, 2024 by 2:00 p.m. PT Charles Abbott Associates, Inc. 27201 Puerta Heal #200 Mission Viejo, CA 92691 Tall Free. (866) 530-4980 www.caa. inc City Council 15 —112 7/16/2024 Table of Contents 9. Statement of Qualifications................................................................................................. 3 2. Scope of Services...............................................................................................................22 3. Fee Proposal.......................................................................................................................23 4. Certifications.......................................................................................................................24 professional government services 2 City Council 15 —113 7/16/2024 a. Cover Letter Charles Abbott Associates, Inc. (CAA) is pleased to offer On -Call Engineering Plan Check Services to the City of Santa Ana (City). CAA is exceptionally well qualified to provide these services to the City. Our experience in development review includes review starting at the entitlement stage and runs through construction document preparation, construction, and inspection. We have experience in a full range of different types and sizes of development, ranging from single rural properties to master planned communities, mixed -use developments, planned unit developments and industrial/commercial business parks, to name a few. Our team of highly qualified and experienced staff has provided similar services to many cities and counties and brings numerous combined years of related experience to the table. ICC certified plan reviewers and registered civil engineers are available to meet the varying workload demands of the City through electronic review of the plans. All work will be performed under the direction of a licensed engineer registered with the State of California who will review plans for compliance with all applicable codes, regulations, guidelines, and permits regarding grading, water quality, tract maps, parcel maps, street improvements, and other plan check services as required for engineering and development projects. CAA will provide plan check services for projects including but not limited to the following: • Rough/Precise Grading • Street Improvements • Subdivision Maps • Final Tract/Parcel Maps/Legal Descriptions • Hydrology/Hydraulic • Geotechnical • Water Quality Management Reports • Erosion Control • Landscape Irrigation Plans • Traffic, Signing and Striping Plans We currently have staff operating in and providing services for over 37 communities in California, ensuring consistent resource availability, fast response times, and maximum efficiency. Our staff is technically qualified, trained, properly licensed and certified to provide all anticipated services, including public or private project plan review, structural plan review, and building code compliance review. codprofessional government services 3 City Council 15 —114 7/16/2024 Company Legal Name: Charles Abbott Associates, Inc. 27201 Puerta Real, #200 Mission Viejo, CA 92691 (866) 530-4980 infoCia caa.inc http:/lwww.caaanc Organizational Structure: Corporation Principal Owners: Susan Abbott, Rusty Reed Authorized Person: Rusty Reed, President Diann Nolte, Vice President Point of Contact: Mike Podegracz, PE, Director mikepodegracz@caa.inc Phone: (949) 421-8447 Company History: CAA was incorporated in 1984 in the State of California, and has since been providing a growing number of cities with outstanding Engineering, Environmental, and Building Services. Number of Employees: 217, 124 of which reside in Southern California. The key personnel for this project will be assigned from our nearby headquarter in Mission Viejo, CA. b. Contract Agreement Statement CAA acknowledges and agrees to the terms, scope and conditions outlined in the City's Agreement, with the following minor modifications: Item 7. Insurance, Other Insurance Provisions, Item 5: Please remove the words "reduced in coverage or in limits". A sentence can be added after this one: "The Consultant will provide 30 days' advanced written notice to the City if any policy is reduced in coverage or in limits." Item 16. Termination: Please add "The Consultant may terminate this agreement by providing the City with 60 days' advanced written notice." c. Firm and Team Experience CAA exclusively serves public agencies and is extremely proud of the track record and length of time we have continuously provided high quality, responsive, cost effective, and customer - oriented services to our clients. CAA employs only highly qualified licensed and registered professionals with extensive construction experience. Our plan review staff works closely with engineers, architects, and designers, providing greater insight as to the constructability of design and the adherence to State and Federal codes, City rules and regulations, Subdivision Map Act and acceptable engineering practices. Our corporate headquarters as well as our plan review office where we have full-time and part-time plan reviewers available to meet additional workload as required has been located in nearby Mission Viejo, CA for the past 18 years. This presence of our local employees gives us the ability to provide additional staff without delay if workload increases or emergencies arise. professional government services 4 City Council 15 —115 7/16/2024 The project team identified on the following sections all have participated and completed work similar to the Scope of Work outlined in the City's Request for Proposal and have many years of experience reviewing grading plans (rough and precise), stormdrain, water and sewer plans, street improvement plans, and traffic plans. As part of the review process, we also review hydraulic and hydrology reports, soil reports, structural calculations, engineering reports, and traffic studies for compliance with state and local rules and regulations, as well as general engineering practice. CAA has the resources available to meet the City's engineering plan check needs. We guarantee high - quality and fast turnaround. We take our commitment to superior services very seriously and undertake each project with a solemn professional obligation to serve the City and the owners, developers, engineers, and builders who process plans through the City's plan review process. Our engineering plan check service is provided by full-time and part-time plan checkers, civil as well as structural and non- structural reviewers, throughout each region and available to meet additional workload as required. CAA plan reviewers are proficient in the use of different software systems as well as Adobe Acrobat for electronic plan review. If requested by the City, CAA will provide daily pick-up and delivery of plans and specifications via a shipping service such as On-Trac or Eclipse at no additional cost to the City. Plans will be picked up and logged in the CAA plan review tracking system before being routed to the appropriate plan checker for review. CAA currently performs engineering, building and safety, and environmental plan check for cities in California, Nevada, Colorado, Florida and Georgia at our corporate office in Mission Viejo. Mike Podegracz, PE, is the Project Manager selected to work as the day-to-day contact with the City. Danny Chow, PE will serve as Project Engineer and has over 35 years of experience in management, planning, review, design, and construction of civil engineering projects. Additional California registered civil engineers, licensed land surveyors, and environmental scientists are available to provide back-up to the project and to meet the varying workload demands of the City. r Mike Podegracz, PE, is the Project Manager selected to work as the day-to-day contact with the City. He has over 40 years of engineering experience, including Public Works oversight, preparing plans, specifications and estimates for road improvement projects; administering the Capital Improvement Program; preparing hydraulic and hydrology design and analysis for drainage improvements; implementing Pavement Management Programs; performing traffic studies for roadways; and reviewing, analyzing, and making recommendations on land development projects. Mr. Podegracz will ensure that our policies, procedures, and manpower will provide the level of service the City desires. He will supervise the project and maintain continuous communication with the City to ensure the City is 100% satisfied with our staff, our turnaround times, the quality of our work, and the overall teamwork between our staff and yours. Danny Chow, PE will serve as Project Engineer and has over 35 years of experience in management, planning, review, design, and construction of civil engineering projects. Richard Pederson, PE will serve as Senior Plan Check Engineer and has over 35 years of experience with CAA covering all aspects of City Engineering, Traffic Engineering, Planning, Public Works, and Capital Improvement Programs for municipal clients. ➢ Jordan Koga, PE, QSDIQSP will assist in Engineering and Environmental Plan Checking. professional government services 5 City Council 15 —116 7/16/2024 Lori Lamson, will review all Environmental Documents, and has over 36 years of experience in municipal planning and land development. .- Janet Shliz, MSCE will serve as Plan Check Engineer and brings well over 34 years of plan checking and design experience to the City's team. Cindy Kwong Lu will also serve as Plan Check Engineer. Ms. Kwong is a California Registered Professional Engineer and a 4SD and will provide plan check services, as necessary. Paula Pereira, PLS, has over 26 years of professional experience and will serve as Land Surveyor and provide parcel and tract map checking services. Traffic Engineering may be provided by Hartzog & Crabill, Inc. 17852 E. 17th Street, Suite 101 Tustin, CA 92780 Gerald J. Stock, PE, TE CAA may utilize the following sub -consultant for the review of Soils and Geotechnical Reports: AP Engineering & Testing, Inc. 2607 Pomona Blvd., Pomona, CA 91768 Tel: (909) 869-6136 Fax: (909) 869-6138 Email: apichart@aplaboratory.com Rusty Reed CEO Ron Grider 5, Vice"'Osueni Cw�M-)Ar Jana SNIZ Cindy Kwong- Rich Dtw� C "" b [r..ow.w..� vw. Lu RoAd C -- E.Q. A+en Cl, Fyn CMca professional government services 6 City Council 15 —117 7/16/2024 Mike Podegracz, PE, Director Regional Director Years of Experience 40+ Education B.S., Civil Engineering, Loyola Marymount University, Los Angeles Professional Memberships American Society of Civil Engineers American Water Works Association International City Manager Association California City Manager Foundation Certifications Licensed Civil Engineer, California (C33445), Colorado (51626), Florida (81211), Georgia (PE 041120), Utah (10931759-2202) and Texas (131553) California Disaster Service Worker ID 80622 Mr. Podegracz provides project management services for various commercial development and transportation related projects. He is currently service as Project Manager for the City of Yucaipa's Wildwood Canyon Road Freeway Interchange at Interstate 10 Project Study Report. He is also providing Project Management Services for a mixed use commercial and residential development for the City of Twentynine Palms. Mr. Podegracz served as the City Manager for the City of Hesperia for over 10 years and was responsible for the direction, planning, organization, design, maintenance and management of a full service City that included Planning, Building and Safety, Engineering, Code Enforcement, Animal Control, Public Works (streets, storm drain, water and sewer), Finance and Community Relations. Prior to serving as City Manager, Mr. Podegracz served as Director of Development Services/City Engineer for the City of Hesperia for 5 years. In this capacity, he served as the Public Works Director and oversaw the operation and maintenance of the City's 500 miles of street, 550 miles of water pipelines (including reservoirs, booster stations and water wells), 150 miles of sewer pipelines, and 25 miles of storm drains_ He also oversaw the implementation of a new Asset and Maintenance Management software system for the entire department. As City Engineer, Mr. Podegracz's responsibilities included preparing plans, specifications and estimates for road improvement projects; administering the Capital Improvement Program; preparing hydraulic and hydrology design and analysis for drainage improvements; implementing the City's Pavement Management Program;. performing traffic studies for roadways; and reviewing, analyzing, and making recommendations on land development projects. Prior to working with the City, Mr. Podegracz provided consulting services for over 22 years to governmental clients that included cities, counties, special districts and the federal government. co" professional government services City Council 15 —118 7/16/2024 He was also involved in the planning, design and construction management of municipal infrastructure projects that included; roadway improvement projects including pavement overlays, pavement reconstruction, concrete curb, gutter and sidewalk, landscape and lighting; storm drain projects including concrete box culverts, channels and pipelines; water systems including large and small diameter pipelines, booster stations, water wells and above ground welded steel reservoirs, and; wastewater systems including pipelines and lift stations. Previous Project Experience • City Manager, City of Hesperia, CA • Director of Development Services/City Engineer, City of Hesperia, CA • Vice President and Project Manager, So & Associates Engineers, Inc. • Project Engineer, Brockmeier Consulting Engineers C" professional government services City Council 15 —119 7/16/2024 Danny Chow, PE Registered Civil Engineer/Plan Checker Years of Experience 37+ Education M.S., Civil Engineering, California State University, Fullerton B.S., Electrical Engineering, California State University, Fullerton License Civil Engineer: California, Nevada, Oregon, Washington, Georgia, Texas, and Montana Professional Memberships American Society of Civil Engineers Certifications California Qualified SWPPP Developer (QSD) Georgia Soil and Water Conservation Level 2 and Qualified SWPPP Practitioner (QSP) Certification for Erosion Control Plan Design and Review Mr. Chow has over 37 years of experience in management, planning, review, design, and construction of civil engineering projects. Of his 21 years with Charles Abbott Associates, Inc., he has been in charge of and managed numerous CIP projects from funding, design, bidding, and construction through completion for several agencies as project manager and provided the highest level of service to those agencies. His past experience includes street maintenance and rehabilitation, street widening, flood control and storm drains, parking facilities, public transportation facilities, parks and recreations, and other CIP projects, as well as coordination with local, state, and federal agencies. Danny has provided civil reviews for numerous projects in California, Nevada, Georgia, and Texas. His review experience ranges from grading plans, street improvement plans, drainage plans, hydrology and hydraulics, water plans, sewer plans, NPDES, engineering reports of various types, as well as assessment districts. Recent Project Experience • Review of drainage studies, storm drain plans, grading plans, street improvement plans, water plans, sewer plans, erosion control plans, SWPPP, and other development related documents • Design (street rehabilitation, realignment, widening, overlay, storm drain, and public parking) • Review of Engineering Studies (hydrology, hydraulics, cost analysis, and geotechnical) • CIP Management • Safe Route to Schools projects • Public Works Inspections • Bus Transit Center design and construction management professional government services City Council 15 — 120 7/16/2024 Richard Pedersen, PE Registered Civil Engineer/Plan Checker Years of Experience 35+ Education B.S., Civil Engineering, Brigham Young University License Civil Engineer: California Professional Memberships American Society of Civil Engineers Mr. Pedersen has been a Project Manager for CAA for 34 years and has over 35 years of experience in providing consultant services. His work experience covers the expanse of the public sector from the city and local levels to the county, state, and federal levels. His managerial expertise has been focused to city engineer positions, bringing a deep understanding of unique problems and the ability to find solutions to meet the particular needs of any City. Mr. Pedersen is currently serving as the Deputy Town Engineer for the Town of Apple Valley and City Engineer for the City of Twentynine Palms and has done so since 1990. Recent Project Experience • Writes and identifies codes, ordinances, and resolutions for implementation. • Administers city design services for preparation of plans, specifications, and construction; manages and administers engineering and public works permit procedures, inspection services and records. • Identifies traffic safety issues, develops strategies, programs, and projects to enhance traffic safety from inception to completion. • Develops short and long-range capital improvement programs, and coordinates and identifies methods of funding. • Administers the implementation of Public Works Maintenance Contracts. professional government services ' v City Council 15 — 121 7/16/2024 Jordan Koga, PE, CESSWI, QSD/QSP Years of Experience 5+ Education B.S., Environmental Engineering, University of California, Riverside Professional Memberships California Stormwater Quality Association (CASQA) American Public Works Association (APWA) Certifications PE CESSWI QSD/QSP Mr. Koga possesses a wide range of National Pollutant Discharge Elimination System (NPDES) and construction plan review experience, and has performed a variety of duties including program management, project management, WQMP plan review, Storm Water Pollution Prevention Plan (SWPPP) reviews, industrial and commercial facility inspections, and General Construction Activities Stormwater Permit (GCASP) site inspections. He is experienced with all aspects of NPDES MS4 Permit compliance requirements and will assist in Engineering and Environmental Plan Checking for the City. Recent Project Experience • City of Moreno Valley, NPDES Permit Program Management and Project Engineer: Mr. Koga assists in administering and implementing the City's Stormwater program for compliance with all aspects of the Riverside County Municipal Stormwater Permit, including development plan reviews. He is also assigned to oversee land development projects, including overseeing plan review by outside consultants and coordinating with developer and City inspectors. • Town of Apple Valley, NPDES Permit Program Management Services: Mr. Koga assists in administering and implementing the Town's Stormwater program for compliance with all aspects of the Phase II Permit, including development plan reviews. • City of Yucaipa Development Plan Review Services: Mr. Koga performs development plan review services to the City in compliance with the San Bernardino County Municipal Stormwater Permit. • Cities of Lake Elsinore, Los Alamitos, and Cypress, Development Plan Review Services: Mr. Koga performs development plan review and post construction BMP inspection services for these cities in compliance with the Santa Ana Municipal Stormwater Permit. c," professional government services 1 City Council 15 — 122 7/16/2024 Lori Lamson Years of Experience 36+ Education M.S., Public Administration, California State University, Long Beach B.S. Urban and Regional Planning, Cal Poly Pomona Ms. Lamson assists with Environmental Plan Review as needed. She has thirty years of experience writing and reviewing California Environmental Quality Act (CEQA) and National Environmental Protection Act (NEPA) clearance documents for all types of development projects as well as advance planning projects. She was responsible for preparing all CEQA and NEPA documents for all city projects, and prepared required Environmental documentation for grant funding of many city programs and projects. This included federally funded as well as state funds. Previously the Assistant Town Manager for the Town of Apple Valley, she has overseen land use planning in the town for 15 years and worked in local government planning for 27 years. She possesses a strong understanding and experience in balancing community needs, including economic growth, jobs, and recreation, with natural resource needs and conservation. Recent Project Experience • Town of Apple Valley, Assistant Town Manager • Town of Apple Valley, Community Development Director 1� 1z professional government services City Council 15 — 123 7/16/2024 Janet Shliz, MSCE Plan Checker Years of Experience 34+ Education B.S., Civil Engineering, Moldova Polytechnical Institute, 1977 M.S., Civil Engineering, Moldova Polytechnical Institute, 1979 Ms. Shliz has over 34 years of experience in plan review, planning, and design of civil engineering projects. During her 15 years with Charles Abbott Associates, Inc., she has reviewed many projects in Southern California ranging from grading plans (rough and precise) to erosion control, street improvement and parking lot plans. She has spent most of her years with CAA reviewing projects for several of our municipal clients in Southern California, many of which are in LA and Orange Counties. Janet has designed and reviewed numerous CIP projects from, bidding, and construction, through completion for several agencies. Her past experience includes pavement management and evaluation, street maintenance and rehabilitation, street widening, parking facilities, public transportation facilities, parks and recreation, and other CIP projects, and coordination with local, state, and federal agencies. Most of her experience is in municipal arena. Recent Project Experience • City of Yucaipa, Uptown improvement project plan review • City of Yucaipa, 120 unit Senior Apartments grading and SWPPP review • Nye County Nevada, Blagg Road preparation of plans and specifications for the reconstruction of previously failed road e City of Twentynine Palms, Adobe road preparation of plans and specifications for the street rehabilitation project professional government services 13 City Council 15 — 124 7/16/2024 Cindy G. Kwong-Lu, PE, LEED AP Registered Civil Engineer]Plan Checker Years of Experience 17+ Education B.S., Civil Engineering, University of California, Los Angeles, 1999 Registration Civil Engineer: California (C 65945) Professional Memberships ICC Certifications LEED Accredited Professional, GBCI No. 10469089 Ms. Kwong-Lu has over 17 years of experience in plan review, planning, and design of civil engineering projects. Of her 9 years with Charles Abbott Associates, Inc., she has reviewed many projects in southern California ranging from grading plans (rough and precise) to erosion control, street improvement and parking lot plans. Cindy has been responsible for numerous CIP projects from design, bidding, and construction, through completion for several agencies as design engineer and provided the highest level of service to those agencies. Her past experience includes pavement management and evaluation, street maintenance and rehabilitation, street widening, parking facilities, public transportation facilities, parks and recreation, and other CIP projects, and coordination with local, state, and federal agencies. Most of her experience is in the municipal arena. professional government services 14 City Council 15 — 125 7/16/2024 Paula Pereira, P.L.S. Years of Experience 26+ Education B.S., Surveying Engineering - University of Porto, Portugal, 1997 License Licensed Land Surveyor California, 8493 California Land Surveyors Association, 12182 Portuguese Board of Engineers, 38970 Ms. Pereira serves as a professional land surveyor at CAA. She joined the firm over 13 years ago, continuing a 26-year career of providing land surveying expertise. Her career is based upon a combination of land surveying knowledge with creative, situation -specific solutions to meet the requirements of unique challenges. Ms. Pereira's background includes handling field and office duties for civil engineering/land surveying and private companies, providing her with a broad understanding of the operations, goals, limitations and needs of private development projects as well as public agencies. She has experience in private development projects, both cam merciallindustrial and residential, both large and small in size, multi -family and single family as well as in Public Works projects. She also has experience in the preparation and plan check of land surveying documents and maps such as legal descriptions, Tract and Parcel maps, Annexation maps, Records of Survey, Lot Line Adjustments, A.L.T.A. and topography survey maps. Ms. Pereira has been serving as consulting Engineering Associate for the Town of Apple Valley in San Bernardino County, performing the duties of Town Surveyor and Capital Improvement Projects manager. Ms. Pereira has also been serving as consulting Surveyor for several local agencies throughout the Counties of Los Angeles, Riverside, Orange, Ventura and San Bernardino. Prior to joining CAA, Ms. Pereira held positions as a Land Surveyor with private civil engineering/land surveying firms in Portugal and Southern California, serving the development communities for over 13 years. Her responsibilities included field and office operations, record data research, calculations, boundary establishments, topography and construction surveys, processing through design, plan check to approval and construction of private and public development projects. Her experience varies from the construction of engineering projects including multi -story buildings, bridges, and roadwork layout, to the construction layout of subdivisions throughout Southern California. She is experienced with boundary establishment, Lot Line Adjustments, Record of Surveys, and has performed many topography, construction and A.L.T.A. surveys. co" professional government services 15 City Council 15 — 126 7/16/2024 d. Understanding of Need/Schedule of Delivery CAA understands the City is seeking the support of an engineering plan checking consultant for to provide on -call civil engineering plan checking services of commercial, industrial, and residential engineering for compliance with applicable codes and requirements. CAA will provide electronic review of project documents where possible and meet with staff or conduct field project reviews as needed. Our staff is technically qualified, trained, properly licensed and certified to provide all private development and engineering plan check services to meet the City's workload needs. We expect most of the work to be done from our local office in Mission Viejo, CA and will provide all materials, resources, tools and training required for our professionals to perform their assigned duties, including vehicles, cell phones, Pads, and other technology devices that enhance our service. All of our services as well as any associated costs for labor, materials, equipment and supplies necessary to provide these services are included in our fees. The proposed team has many years of experience reviewing grading plans (rough and precise), stormdrain, water and sewer plans, street improvement plans, and traffic plans. As part of the review process, we also review hydraulic and hydrology reports, soil reports, structural calculations, engineering reports, and traffic studies for compliance with state and local rules and regulations, as well as general engineering practice. CAA has the resources available to meet the City's needs. We guarantee that we will commit the necessary resources required to achieve high -quality, fast turnaround plan check reviews. We take our commitment to superior services very seriously and undertake each project with a solemn professional obligation to serve the City and the owners, developers, engineers, and builders who process plans through the City's plan review process. Our on -call plan checking service is provided by full-time and part-time plan checkers, civil as well as structural and non- structural reviewers, throughout each region and available to meet additional workload as required. CAA plan reviewers are proficient in the use of different software systems as well as Adobe Acrobat for electronic plan review. CAA currently performs engineering, building and safety, and environmental plan check for cities in California, Nevada, Colorado, Georgia and Florida at our corporate office in Mission Viejo, California. CAA will provide guaranteed plan check turnaround times that will meet or exceed the City's expected review timeframe, and will provide on -call emergency staff as needed. Our staffing levels will remain proportionate with the City's workload and ensure that all plan checks are conducted in an efficient and courteous manner that is responsive to the needs of the City and the public. CAA proposes to perform all tasks associated with private development and engineering plan review. CAA will provide electronic review of project documents where possible using the City's existing Bluebeam Revu software and meet with City staff or conduct field project reviews as needed. Our staff is technically qualified, trained, properly licensed and certified to provide all private development and engineering plan check services to meet the City's workload needs. Key resources that will be utilized during plan check include the City's Engineering Design Guidelines Manual, City BMP Manual, the City Municipal Code, and all other applicable State and City regulations and ordinances. CAA understands the importance of timely reviews and the cost to the development community caused by delays attributed to plan -check reviews, and pride ourselves on our ability to adhere to expected performance schedules at all times. CAA will review and return plans in less than 10 business days for initial submittals for both small and larger projects. Resubmittals will be reviewed within 5 business days Co" professional government services 1 City Council 15 — 127 7/16/2024 or less. CAA does not anticipate third submittals; however, should they occur, these will be reviewed within 3 days or less. Although it is anticipated that submittals will be digital, CAA will pick-up and deliver plans and correspondence to and from the City at no additional charge to the City. Expedited plan review is available at an additional charge. PLAN REVIEW TIMEFRAMES 1"' Plan Check 10 Working Days 2Id Plan Check 5 Working Days 3''d Plan Check 1-3 Working Days Final Approval Review 2 Working Days Delta revision change pre -construction phase 7 Working Days Delta revision change during construction phase 3 Working Days e. Relevant Project Experience CAA exclusively serves public agencies and is extremely proud of the track record and length of time we have continuously provided high quality, responsive, cost effective, and customer -oriented services to our clients. We invite you to contact any of them to obtain their opinion of the services we provide for them. The following contains a list of current California municipalities served by CAA with a similar scope of work. 1. Client's Company Name: Town of Apple Valley Client Address: 14955 Dale Evans Parkway, Apple Valley, CA 92307 Contact's Name: Doug Robertson Contact's Title: Town Manager Contact's Telephone: (760) 240-7000 Contact's Email: applevalleyat_?applevalley.org Scope of Services/Products Provided: Civil engineering, building & safety, plan check and inspection services Project Completion Date: 1990 - ongoing 2. Client's Company Name: City of Yucaipa Client Address: 34272 Yucaipa Boulevard, Yucaipa, CA 92399 Contact's Name: Fermin Preciado Contact's Title: Director of Development Services/City Engineer Contact's Telephone: (909) 797-2489 Contact's Email: fpreciado@yucaipa.org Scope of Services/Products Provided. Civil engineering support, plan check, building & safety, and Fire Marshall services Project Completion Date: 1993 - ongoing 3. Client's Company Name: City of Twentynine Palms Client Address: 6136 Adobe Road, Twentynine Palms, CA 92277 Contact's Name: Lary Bowden Contact's Title: City Manager Contact's Telephone: (760) 367-6799 Contact's Email: Ibowden 29 airns.or professional government services 17 City Council 15 — 128 7/16/2024 of Services/Products Provided: Completion Date: 4. Client's Company Name: Client Address: Contact's Name: Contact's Title: Contact's Telephone: Contact's Email: Scope of Services/Products Provided: Project Completion Date: 5. Client's Company Name: Client Address: Contact's Name: Contact's Title: Contact's Telephone: Contact's Email: Scope of Services/Products Provided: Project Completion Date: 6. Client's Company Name: Client Address: Contact's Name: Contact's Title: Contact's Telephone: Contact's Email: Scope of Services/Products Provided: Project Completion Date: 7. Client's Company Name: Client Address: Contact's Name: Contact's Title: Contact's Telephone: Contact's Email: Scope of Services/Products Provided: Project Completion Date: 8. Client's Company Name: Client Address: Contact's Name: Contact's Title: Contact's Telephone: Contact's Email: Civil engineering, plan check, and building & 1993 - ongoing City of Allso Viejo 12 Journey, Suite 100, Aliso Viejo, CA 92656 Shaun Pelletier City Engineer (949) 425-2530 Civil engineering, plan check, and building & 2002 - ongoing City of Cypress 5257 Orange Avenue, Cypress, CA 90630 Douglas Dancs Director of Public Works (714)229-6752 services services Engineering plan check services 2008 - ongoing City of Fountain Valley 10200 Slater Avenue, Fountain Valley, CA 92708-4736 Brian James Building and Planning Director (714) 593-4436 check services 2004 - ongoing City of Moreno Valley 14177 Frederick Street, Moreno Valley CA, 92552 Michael D. Lloyd, P.E. Engineering Division Manager/Assist. City Eng. (951) 413-3146 check services 2019 - ongoing City of Lake Elsinore 130 Main Street, Lake Elsinore, CA 92530 Summer O'Daly Office Specialist III (951) 674-3124 ext 915 of Services/Products Provided: Engin( Completion Date: 7 2020 - check services professional government services 18 City Council 15 — 129 7/16/2024 f. References A complete list of our California references can be found below. REFERENCES CA SERVICES SfNCE City of Alhambra FOG Inspections 2022 Latoya Waters, Environmental Compliance Specialist (626) 570-5036 111 South First Street, Alhambra, CA 91801 Yermo Community Service District Fire Plan Review and 2021 38315 McCormick Street, Yermo CA 92398 Inspections City of Laguna Hills Building & Safety 2021 Larry Longenecker, Community Development Director (949) 707- 2675 24035 El Toro Road, Laguna Hills, CA 92653 City of Lake Elsinore Engineering Plan Check 2020 Cameron Adams, Assistant Engineer (951) 674-3124 ext. 111 130 South Main Street, Lake Elsinore, CA 92530 City of Tustin NPDES Inspection 2020 Alex Waite, Senior Management Analyst Plan Review (714)573-3305 300 Centential Way,Tustin 92780 City of Port Hueneme Building & Safety 2018 Tony Stewart, Interim City Manager (805) 986-6520 250 N Ventura Road, Port Hueneme CA 93041 City of Ojai Building & Safety 2016 James Vega, City Manager Code Enforcement (805) 646-5581 401 S. Ventura Street, Ojai, CA 93023 City of Lake Forest Street Maintenance 2016 Debra Rose City Manager (949) 461-3575 25550 Commercentre Drive, Suite 100 Lake Forest, CA 92630 City of Moreno Valley Environmental/NPDES 2014 Melissa Walker, Director of Public Works (951) 413-3000 14177 Frederick Street, Moreno Valley, CA 92552 City of Calimesa Building & Safety Full 2014 Will Kolbow, City Manager Service (909) 795-9801 Planning 908 Park Avenue, Calimesa, CA 92320 Public Works Code Enforcement City of San Dimas NPDES Inspection 2014 Lauren Marshall, Senior Management Analyst NPDES Training (909) 394-6200 245 E Bonita Ave, San Dimas, CA 91773 City of Duarte Building & Safety Inspection 2013 Craig Hensley, Community Dev. Director & (626) 386-6835 Plan Check, 1600 Huntington Dr, Duarte, CA 91010 Code Administration C" professional government services 19 City Council 15 — 130 7/16/2024 City of Redondo Beach NPDES Inspection 2013 Geraldine Trivedi, Project Manager FOG Inspection (310) 372-1171 415 Diamond Street Redondo Beach, CA 135277 City of La Palma 'NPDES Program Mgt. 2012 Laurie Murray, City Manager NPDES Inspection (714) 690-3334 Plan Review 7822 Walker Street La Palma 90623 City of Mission Viejo NPDES Inspection 2012 Amanda Bajhart, Associate Engineer (949) 470-8419 200 Civic Center, Mission Viejo 92691 City of Laguna Hills Street Maintenance 2012 Joe Ames, City Engineer/Public Services Director (949) 707-2655 24035 El Toro Road, Laguna Hills, CA 92653 City of Laguna Woods Environmental/NPDES 2010 Chris Macon, City Manager (949) 639-0500 24264 El Toro Road, Laguna Woods CA 92637 City of Los Alamitos Building & Safety 2010 Ron Noda, Development Services Director Environmental/NPDES 2012 (562) 431-3538 3191 Katella Avenue, Los Alamitos, CA 90270 City of Cypress Plan Check 2008 Douglas Dancs, Director of Public Works Building Inspection (714) 229-6752 NPDES Inspection and Plan 5257 Orange Avenue, Cypress, CA 90630 Review City of Rancho Santa Margarita Building & Safety 2007 Cheryl Kuta, Development Services Director Environmental (949) 635-1800, ext. 6707 Public Works 22122 El Paseo, Rancho Santa Margarita, CA 92688 Code Enforcement City of Laguna Niguel Building & Safety 2006 John Morgan, Planning Manager (949) 362-4313 30111 Crown Valley Parkway, Laguna Niguel, CA 92677 City of Aliso Viejo Building & Safety 2002 David Doyle, City Manager Engineering Support (949) 425-2500 Code Enforcement 12 Journey, Suite 100, Aliso Viejo, CA 92656 Environmental City of Mission Viejo Building & Safety 1995 Elaine Lister, Community Dev. Director Public Works (949) 470-3000 Plan Check 200 Civic Center Mission Viejo, CA 92691 Public Works Inspection City of Camarillo Building & Safety 1994 Joe Vacca, Community Development Director Public Works Inspections (805) 388-5362 EnvironmentaUNPDES 601 Carmen Drive Camarillo, CA 93010 City of Yucaipa Building & Safety 1993 Fermin Preciado, Director of Development Services Engineering Support (909) 797-2489 Fire Marshall Services 34272 Yucaipa Boulevard, Yucaipa, CA 92399 City of Twentynine Palms Building & Safety 1993 Larry Bowden, City Manager City Engineering (760) 367-6799 Traffic Engineering 6136 Adobe Road Twen# nine Palms, CA 92277 professional govemmenf services 20 City Council 15 — 131 7/16/2024 Town of Yucca Valley Shane Steuckle, Community Dev (760) 369-7207 57090 Twenrynine Palms Highwa Town of Apple Valley Doug Robertson, Town Manager (760) 240-7000 14955 Dale Evans Parkway, Appl City of Hidden Hill's Kerry Kallman, City Manager (818) 888-9281 6165 Spring Valley_Road, Hidden City of Moorpark Troy Brown, City Manager (805)517-6221 799 Moorpark Avenue. Moorpark. C__ Director t, Yucca Valley, CA 92284 3 Valley, CA 92307 Hills, CA 91302 CA 93021 Building & Safety Building & Safety Public Work Administration Town Engineering Building & Safeb City Engineering Building & Safety Environmental/NPDES professional government services 1990 1988 21 City Council 15 — 132 7/16/2024 CAA proposes to perform all tasks associated with private development and engineering plan review. Services provided include: CAA will provide Digital Plan Checking Services for Private Development Projects, including grading, erosion control, streets, storm drain, sanitary sewers, reviewing and conditioning of land divisions and development — residential, commercial, and industrial plan checking; drainage and hydraulics/hydrology reviews according to applicable methodologies, lot line adjustments, tract and parcel map reviews, water quality management plans, and assuring condition compliance. CAA will review plan check submittal items and reports, including road structural section calculations; hydrology and hydraulic calculations; street layout and design; structure calculations not under building permit purview; traffic reports; and quantity estimates as well as soil reports, grading, subdivision maps, erosion control, streets, sewer, storm drain, traffic signal, street lightning, retaining walls, and NPDES requirements. • CAA will ensure the completeness of submittals and document any deficiencies as needed. Our team will conduct site visits as necessary and interact with City personnel and private contractors to resolve any issues and answer any questions. CAA will review plans for sound engineering practices and provide detailed plan check of the assigned project plans in accordance with applicable laws, standards, adopted codes and amendments. CAA will ensure accuracy of design in conformance with the City's most current Plan Check Lists, and will provide and retain digital lists of corrections and redlines. • CAA will perform other related engineering services as requested by the City. Services such as site visits and plan & map preparations that do not fall under plan checks will be provided at an additional hourly rate. CAA will check general mathematics and design criteria, and call for redesign of any portion of plans that show poor engineering, do not comply with the Approved Tentative Map or Conditions of Approval, might be potentially unsafe, or are impractical to build. CAA will provide all the required correspondence on initial and subsequent reviews. Each plan review will be accompanied with a letter summarizing any red -line comments. This letter can be addressed through the City Engineer, assigned staff, or directly to the Designer, based upon the City's preference. A complete redlined set of drawings and any reports will be returned to the designer for their correction. Final approved documents and mylars with plan checker initials will be sent to the City at the end of the process. CAA understands the importance of timely reviews and the cost to the development community caused by delays attributed to plan -check reviews, and pride ourselves on OUT ability to adhere to expected performance schedules at all times. CAA will review and return plans in less than 10 business days for initial submittals for Moth small and larger projects. Resubmittals will be reviewed within 5 business days or less. CAA does not anticipate third submittals; however, should they occur, these will be reviewed within 5 days or less. It is anticipated that submittals will be digital. CAAprofessional government services 22 City Council 15 - 133 7/16/2024 The fee proposal has been included in a separate file, as requested by the City. CAAprofessionsl government services 23 City Council 15 — 134 7/16/2024 Please find the following forms below: ➢ Attachment 3-1: Non -Collusion Affidavit Attachment 3-2: Non -Lobbying Certification ➢ Attachment 3-3: Non -Discrimination Certification ➢ Attachment 3-4: Fleet Compliance Certification co" professional government services 24 City Council 15 — 135 7/16/2024 Appendix - ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS LION -COLLUSION AEELDAYII (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 maki ig a false certification may subject the certif ter to criminal prosecution. Signed 4:�P� State of California County of Orange Subscribed and sworn to (or affirmed) before me an this day of , 20 , by ____ proved to me on the basis of satisfactory evidence to be the persons) who appeared before me. Notary Public Signature Notary Public Seal City of Santa Ana RFP #24-035 Page A3-1 City Council 15 — 136 7/16/2024 CALIFORNIA JURAT GOVERNMENT CODE § 8202 w�rseerewwawfwaowaasw �� 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 �Eain ►"Sv � ,.; �yrypublic-Lettior�° _ orange Lp�nty cam omet.. wires c Place Notary Seal and/or Stamp Above Subscribed and sworn to (or affirmed) before me on this Af day of % ¢.t_ r , 20�9' . by Date Wlonth Year (anpir _ l0 / Name of Signegsr' proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me_ Signature -- �y&PI, Signature of Nat OPTIONAL —1 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 � Document Date: A' ( c 11 r Number of Pages: (yi� l u1 j r14 � A..)!� r o� Signer(s) Other Than Named Above: _ r N4NirirFl[rifRei oaafes000 oaa sw o+snr+w►owwoww RtOoo�F�t4 R 2019 National Notary Association City Council 15 — 137 7/16/2024 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 Charles Abbott Associates, Inc. (CAA) Signed and Printed Name: Rusty R Reed Title President Date 04/08/2024 City of Santa Ana RFP #24-035 Page A3-2 City Council 15 — 138 7/16/2024 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract. certifies as follows The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following employment, upgrading, demotion, or transfer; recruitment or recruitment advertising. layoff or termination; rates of pay or other forms of compensation. and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause 2 The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin 3 The Consultant shall send to each labor union or reprrsentative 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 Fxecution Order 11246 of September 24, 1965. and such other sanctions may be imposed and remedies invoked as provided in Fxccutive Order 11246 of September 24. 1965. or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7 The Consultant shall include the portion of the sentence immediately preceding paragraph ( 1) and the provisions of paragraphs ( 1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP 024-035 Page A3-3 professional government services 28 City Council 15 — 139 7/16/2024 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: President Firm: Charles Abbott Associates, Inc. (CAA) Date: 04/08/2024 City of Santa Area RPP #24-035 Page A3-4 City Council 15 — 140 7/16/2024 Appendix ATTACHMENT 3-4: FLEET COMPLIANCE CERTIFICATION CERTIFICATIONS Bidder hereby acknowledges that they have reviewed the California Air Resources Board's policies, rules and regulations and are familiar with the requirements of Title 13, California Code of Regulations, Division 3, Chapter 9, effective on January I, 2024 (the "Regulation"). Bidder hereby certifies, subject to penalty for perjury, that the option checked below relating to the Bidder's fleet, and/or that of their subcontractor(s) ("Fleet") is true and correct: The Fleet is subject to the requirements of the Regulation, and the appropriate Certificate(s) of Reported Compliance have been attached hereto. The Fleet is exempt from the Regulation under section 2449, 1 (f)(2), and a signed description of the subject vehicles, and reasoning for exemption has been attached hereto. Bidder and/or their subcontractor is unable to procure R99 or RI00 renewable diesel fuel as defined in the Regulation pursuant to section 2449.1(f)(3). Bidder shall keep detailed records describing the normal refueling methods, their attempts to procure renewable diesel fuel and proof that shows they were not able to procure renewable diesel (i.e. third party correspondence or vendor bids). The Fleet is exempt from the requirements of the Regulation pursuant to section 2449(i)(4) because this Project has been deemed an Emergency, as defined under section 2449(c)(18). Bidder shall only operate the exempted vehicles in the emergency situation and records of the exempted vehicles must be maintained, pursuant to section 2449(i)(4). ER The Fleet does not fall under the Regulation or are otherwise exempted and a detailed reasoning is attached hereto. This regulation is relaled to diesel fue vehic es and all of our vehicles are gasoline/passenger cars. Name of Bidder: Charles Abbott Associates, Inc. (CAA) Signature: Name: Rusty R. Reed Title: President Date: 04108/2024 tatty of Santa Ana RFP #24-035 Page A3.5 City Council 15 — 141 7/16/2024 EXHIBIT C - FEE PROPOSAL CAAAA Charles Abbott Associates, Inc. City of Santa Ana `I Public Works Agency 20 Civic Center Plaza Santa Ana, California 92701 Due Date: April 9, 2024 by 2:00 p.m. PT Charles Abbott Associates, Inc. 27201 Puerta Real #200 2 Mission Viejo, CA 92691 Toll Free (866) 530-4980 www.caa. i nc City Council 15 — 142 7/16/2024 Hourly Fees bel travel, per diem. project. AN WOW iw are inclusive of all costs, including general and administrative, training, materials, supplies, and other items necessary to complete the CAA expects most of the work to be done from our corporate headquarter in Mission Viejo and will provide all materials, resources, tools and training required for our professionals to perform their assigned duties, including vehicles, cell phones, iPads, and other technology devices that enhance our service. All of our services as well as any associated costs for labor, materials, equipment and supplies necessary to provide these services are included in our fees. CAA offers to provide Civil Engineering Plan Review Services for the following hourly rates: TITLE Street I rovement Plan BILLING RATE 154/hour Grading Plan 1541hour 'Water QualityManagement Plan QMP 115/hour Geotechnical Report 1501hour Land Surveying Documents 130/hour Le al Description of Dedication 130/hour Landscape Irrigation Plans 130/hour Environmental Documents 150/hour =Transortabon/Traffic Studies 150/hour Si nin and St ' in Plans 150/hour Traffic Slanal Plans 150/hour Street Lightning Plans 130/hour Miscellaneous Plan Check 150/hour The above hourly rates include general and administrative overhead and fees and employee payroll burden, Rates are subject to an annual adjustment based upon increases adopted by Charles Abbott Associates, Inc. as reflected in the Consumer Price Index (CPI). CA'A professional government services City Council 15 — 143 7/16/2024 EXHIBIT 4 AGREEMENT WITH HARRIS & ASSOCIATES, INC. TO PROVIDE ON -CALL ENGINEERING PLAN CHECK SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 16th day of July, 2024 by and between Harris & Associates, Inc., a California corporation ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On March 19, 2024, the City issued Request for Proposal ("RFP") No. 24-035, by which it sought qualified firms to provide on -call engineering plan check services for the City's Public Works Agency. B. Contractor submitted a responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP 24-035. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional engineering firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Contractor shall perform the services described in the scope of work that was included in RFP No. 24-035, which is attached as Exhibit A, and as more specifically delineated in Contractor's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Contractor is one of five (5) contractors selected to provide engineering plan check services on an on -call basis under RFP 24-035. The total annual compensation for the services provided by all such contractors selected under RFP 24-035 shall not exceed the aggregate amount of Three Hundred Thousand Dollars and Zero Cents ($300,000). The total aggregate amount to be expended by all such contractors during the full term of the Agreement, including extension periods, if any, shall not not exceed One Million Five Hundred Thousand Dollars and Zero Cents ($1,500,000). b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper City Council 15 — 144 7/16/2024 invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for an initial three year term and terminate on June 30, 2027, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for a single, two-year extension upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not City Council 15 — 145 7/16/2024 be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Contractor. a. Minimum Scope and Limit of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1) with a limit no less than $1,000,000 combined single limits. 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 Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. 5. Broader Coverage: if the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions 1. Additional Insured Status: The City, its City Council, its officers, officials, employees, and volunteers are to be covered as additional insureds on the Contractor's CGL, Professional Liability, and Automobile Liability policies, with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connectionwith such work or operations. 2. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation that any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any City Council 15 — 146 7/16/2024 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. 3. Primary Coverage: For any claims related to this contract, the Contractor's insurance coverage shall be primary. 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. 4. Severability of Interest: A severability of interest provision must apply for all the additional insureds, ensuring that Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. 6. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require 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. 7. 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 AXH, unless otherwise acceptable to the City. Claims Made Policies: If any of the required policies provide coverage on a claims - made basis: (1) the Retroactive Date must be shown and must be before the date of the contract; (2) Insurance must be maintained and evidence of insurance must be provided for at least three years after completion 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, Contractor must purchase "extended reporting" coverage for a minimum of three years after completion of work. 9. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. City Council 15 — 147 7/16/2024 10. Subcontractors: Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. 11. 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. 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor City Council 15 — 148 7/16/2024 shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. City Council 15 — 149 7/16/2024 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be City Council 15 — 150 7/16/2024 cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 To Contractor: Craig Siefert, PE 101 Progress, Suite 250 Irvine, CA 92618 Craig. Siefert@WeAreHarris.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication City Council 15 — 151 7/16/2024 shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Kyle e s e n Assistant City Attorney RECOMMENDED FOR APPROVAL: N a b i l Saba Date:21024.07.02 1,NZ,Saba 07,00, Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Alvaro Nunez Acting City Manager HARRIS & ASSOCIATES, INC: Name: Frank S. Lope Title: Vice President City Council 15 — 152 7/16/2024 EXHIBIT A - SCOPE OF WORK Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL ENGINEERING PLAN CHECK SERVICES RFP NO.24-035 INTRODUCTION The City of Santa Ana is located in the County of Orange in Southern California. The City encompasses 27.5 square miles and a population of over 325,000 people. The City of Santa Ana intends to retain Civil Engineering Consultants on an as -needed or "on -call" basis. A Professional Services Agreement will be entered into with several of the qualified firms Civil Engineering consultant(s) to provide plan check services for a variety of projects on an on -call, as -needed basis, the selected firm(s) may later be asked to provide professional engineering services proposals on specific, project -by -project basis, based on an agreed -upon specific scope of services and fees. In general, work consists of Public Works Engineering plan check services. The plan check may include street improvement plans, grading plans, water quality management plans, storm drain improvement plans, singing and striping plans, traffic studies, traffic signal plans, signal modifications, street lighting plans, traffic control plans, landscape and irrigation plans, land survey documents such as: tract maps, parcel maps, dedication legal description. In the past, the City has utilized professional and administrative staff on as needed basis to meet the goals and objectives of the City in the delivery of quality and on time services. The staff services are an extension to the current workforce and work in conjunction to better serve and complement the needs of the Public Works Agency. In summary, the City of Santa Ana is soliciting proposals from qualified firms to provide engineering and survey plan check services for Public Works. This request for proposal (RFP) provides interested qualified firms with the information enabling them to submit a Service Bid Proposal and to provide the services described herein. The City may select up to five (5) consultants to provide the services described herein. Description of Work: On as needed basis, the Consultant/s will provide the City with engineering and land surveying plan check services to the Public Work Department. The work consists of general engineering plan check for offsite improvements related to land development projects in the City. City of Santa Ana RFP 24-035 City Council age - 5 — 153 7/16/2024 The various plan check services will be for the following areas, including but not limited to: Street Improvement Plans • Grading Plans Water Quality Management Plans Geotechnical Reports • Land Surveying Legal Description of Dedication • Final Map Plan Check Landscape Architectural and Irrigation Environmental • Transportation/Traffic Studies • Signing and Striping Plans • Traffic Signal Plans • Street Lighting Plans In addition to general engineering design projects Consultants may be asked to perform the duties of the City Land Surveyor and sign Final Maps. Consultant Responsibilities: On an as -needed basis, the Consultant(s) will be requested to conduct plan review services for the City, whether through paper submissions or electronic plan review. The City is currently using ProjectDox as its online/electronic plan review platform, and it is required that the Consultant(s) familiarize themselves with this software and any other software the City might use in the future. The City of Santa Ana is dedicated to enhancing the customer experience throughout the plan review process. To achieve this, the City has established a guideline ensuring that the initial plan review will be completed within a maximum of four weeks, followed by a two -week period for the second review, and a one -week turnaround time for any further reviews if necessary. Consultant(s) are required to deliver weekly updates to the City staff, detailing the progress of the plan review, the anticipated completion date, and the hours dedicated to the plan check. Consultants must present their comments to applicants in a list format, as an independent document, which could be easily understood and interpreted on its own. It is essential that Consultants offer clear, detailed comments designed to assist the applicant in achieving plan approval with minimal resubmissions. Consultants(s) are required to provide monthly invoices for the hours dedicated reviewing plans. The City reserves the right to interview any of the plan checkers, or other staff, prior to allowing plan check services. Registered Professional Engineers and Licensed Land Surveyors may be required to sign plans, specifications and contract legal documents. City of Santa Ana RFP 24-035 City Council age - 5 — 154 7/16/2024 Sample Fee Proposal Consultant shall submit a fee proposal as described below. The proposal will be used for fee comparison and evaluation purposes. The proposer shall complete this form and include it along with the billing rates breakdown. This schedule will be used to identify different plan check hourly rate for each different type of plan check. Consultants are to identify their own staff to review different plan types, but only provide to the City an overall hourly rate for each different plan check type. This will only be used for comparison purposes and may be changed if agreed upon by both parties. PROPOSER FEE RATE SCHEDULE COMPANY NAME (date) TITLE Street Improvement Plan $ Grading Plan $ Water Quality Management Plan (WQMP) $ Geotechnical Report S Land Surveying Documents $ Legal Description of Dedication $ Landscape Irrigation Plans $ Environmental Documents $ Transportation/Traffic Studies $ Signing and Striping Plans $ Traffic Signal Plans $ Street Lighting Plans $ Miscellaneous Plan Check $ BILLING RATE Furthermore, this fee proposal will become part of Exhibit B of the Contract Agreement and will be used to compare with an actual work request. City of Santa Ana RFP 24-035 City Council age 5 — 155 7/16/2024 171 Harris & Associates 1.a. Cover Letter: On -Call Engineering Plan Check Services, RFP No.: 24- 035 April 9, 2024 Ehab Elias City of Santa Ana Senior Civil Engineer Phone: 714.647.5627 Email: EElias@santa- ana.org 1.b. Contract Agreement Statement: Harris concurs with any and all provisions contained in the Dear Mr. Elias: Harris & Associates (Harris) is ready to partner with City of Santa Ana (City) staff on the upcoming contract to provide on -call engineering plan check services. Based on our demonstrated ability to prioritize competing deadlines, perform expedited and thorough plan check reviews, formulate efficient and effective solutions, and maintain a high level of customer service, our team is able to offer the following benefits: A Nimble and Flexible Approach Predicated on Communication. Clear and consistent communication with all parties is the foundation of our project management approach. Our team will communicate with City staff on the status of plan checks, identify unresolved challenges, anticipate potential delays, propose solutions, and outline tasks to expedite approvals. We have found that keeping key stakeholders involved at all review stages creates a greater sense of engagement with the City's process. With Harris' support, applicants will find doing business with the City straightforward and uncomplicated, which promotes a strong relationship and continued partnership. agreement attached to Familiar and Responsive Project Manager. Project Manager Craig Siefert, PE the RFP as Attachment brings over 20 years of experience to this contract. He has led and supported 2 in the Appendix. hundreds of plan check projects from entitlement review through construction. Having worked with the Cities throughout Southern California, Craig understands the local processes in place and will assign key task leads to help track and maintain plan checks at the City. Craig will be able to maneuver fluidly through competing deadlines to meet the City's shifting priorities. Depth and Breadth of Resources. We have the ability to ramp up our resources since we have trained staff at our local offices to provide additional support when plan check submittals increase. We have developed custom checklists that we have appended to City checklists to capture nuances that are associated with specific types of development. With the assignment of plan reviews to our team, shown in our organizational chart, we can turn plan checks around quickly without impacting the consistency of comments. Plan Checking Experience. Our staff assigned to plan check have designed the same type of facilities they are plan checking. The advantage of having this type of team is to leverage the fundamental understanding of placing infrastructure in certain locations and determining the constructability and operational practicality of the facility. Collectively, the Harris team's strengths and previous working relationships with similar agencies provide a core team that will deliver the responsive, quality services that you expect. We look forward to partnering with the City on this important contract. Sincerely, Harris & Associates, Inc. Ehab Gerges, PE EVP and CBDO Authorized Representative e;�4 Frank S. Lopez, PE, QSD Principal -in -Charge Point of Contact for Proposal Harris & Associates 949.683.2011 831.233.9242 101 Progress, Suite 250 Ehab.Gerges@WeAreHarris.com Frank.Lopez@WeAreHarris.com Irvine, CA 926 www.wearehars�t� until 15 — 157 7/16/20?4 over Letter U 1 Profile of Firm's Experience Harris has served public agencies and private clients since 1974. We have developed a robust program of services that offer our clients expertise and assistance in various realms of engineering services, program and construction management, municipal and district finance, and environmental services. With a team of 260+ employee - owners, we have the resources to keep your projects a priority and are personally vested in their success. Outstanding people join Harris and stay because we nurture their talents and invest in their growth. The return is a team who is passionate about their work, has strong internal and external relationships, and delivers high quality work. Our plan checking involvement has ranged from as -needed on -call development reviews to being an integral part of a city's development management team. We pride ourselves on listening to our clients' needs, doing the job right the first time, meeting schedules, and minimizing the amount of time required from City staff. Resumes of the project team can be found in the Appendix to this proposal. Firm Size 260 employees Organizational Chart Project Manager/Principal Agent Craig Siefert, PE will serve as the City's single point -of -contact for all task orders requested assigned under this as -needed contract. Craig will secure staffing commitments from all team members and your projects will be monitored internally to verify that they are moving in a positive direction. If the initial staffing plan requires revision, Craig will revisit staff commitments required to meet the project schedule and budget. As Project Manager/Principal Agent, Craig will: • Establish and maintain effective communication between the City and the Harris team. • Be responsive and available to City staff as designated point -of -contact. • Manage Harris resources and exercise authority to commit personnel to meet individual project goals and schedules. • Verify that technical and contractual requirements are consistently and thoroughly met. • Verify that quality control measures and City standards are implemented. Craig will be supported by a highly qualified team of plan check engineers and support staff. As plan checks increase, Harris has additional off - site resources to support Craig, as listed in our organizational chart. Each member of our team has recent experience providing plan check services for projects similar to the City's. Harris& AssociatteestlficC'OUr1Cll 15 — 158 1.c. Firm a� ieaOm Experience Our team is also comprised of map/survey, geotechnical, environmental, traffic, and landscape/irrigation review experts who are readily available to augment our team should the need arise. With staff located in multiple local offices, we are able to pull from a large depth of resources to provide plan checking services. We can ramp up quickly depending on the magnitude of the plan checks. Craig will utilize Harris' QA/QC procedures to confirm accuracy of the team's deliverables. At the inception of each task, Craig will verify that both the City and the project team fully understand the scope of services, schedule, budget, and expected work product. Frank S. Lopez, PE, QSD will serve as Principal -in -Charge. As Harris' Engineering Business Unit Vice President, Frank brings high-level commitment to this contract and will be responsible for overseeing Harris' project delivery, quality management, and client experience. t Key Personnel (BGB) BGB Group, Inc. (F) Fuscoe Engineering (L) Leighton Group (KDM) KDM Meridian (KOA) KOA Corporation Craig Siefert, PE ? (25%) Associate-in-Charge/Project Manager Michael Wu, PE, QSD ? (25%) Plan Check Engineers Cindy Hackett, PE ? (50%) Brent Chamberlain, PE, QSD, LEED AP ? (50%) Fong Tse, PE ? (25%) Senior Civil Engineer, Plan Check Phong Nguyen, PE (25%) Teck Loh, PE, LEED AP (10%) Assistant Engineer II Alyssa Kumnoonsate, PE (10%) Assistant Engineer I Kayla Luong, EIT (10%) Frank S. Lopez, PE, QSD (10%) Environmental Services Yliana Ortega * (30%) Landscape/Irrigation Reviewer BGB Group (BGB) ? (50%) WQMP Reviewer Fuscoe Engineering (F) ? (50%) Geotechnical Reviewer Leighton Group (L) ? (50%) Map Checker KDM Meridian (KDM) ? (50%) Traffic Reviewer KOA Corporation (KOA) ? (50%) Each team member's percentage of time devoted to this contract is indicated next to their name. Harris&AssociaCt itxcC'ouncil 15 — 159 1.c. Firm/1 d120m2xperience Anticipated Approach Harris supports our clients' goals of stimulating local communities, continuing growth, and promoting development. Our review services track record has given Harris an in-depth roadmap for providing a positive client and applicant experience. Plan review is a balancing act between expediting plan checks and approvals for projects, ultimately benefiting the community while protecting the City's interests throughout the life of infrastructure. We keep our projects on successful paths by having key senior staff involved at each phase, timely evaluation of planned versus actual progress, and an emphasis on communication with our clients. These monitoring methods and cost -control mechanisms provide adherence to expedited timelines and allow flexibility for response to the needs of the City and increased service demand. Our office is located in Irvine, California and is organized with multi -talented staff members and a reputation for responsiveness. In addition to our integrated quality control measures, the Harris team will be available to provide: 1) Prioritization of competing deadlines for various City projects, while completing thorough plan checks in the required time frame; 2) A deep pool of multi - disciplined resources capable of addressing anticipated services; and 3) Clear communication with City staff in various departments as well as with applicants —making Harris an extension of City staff. Scheduling Key to our success has been to communicate effectively amongst the City, Harris' lead plan checker, and the Harris support team. It is important to make sure the plan checks are logged in correctly and key staff are assigned to conduct the reviews. Our approach to meeting the City's designated timeframe is predicated on the synchronization and balance of two critical factors: Communication. Consistent communication allows the Harris team to understand and meet your expectations. The team will work side -by -side with the City to understand your priorities and develop and implement strategies to streamline our services. As priorities shift, this communication will enable the team to adjust resources to meet your needs. 0 Oo 0 Oo 0 Oo Harris AL AL AL � 1W 4b4b4 City's Case Craig Siefert Plan checks Engineer assigns coordinates with delivered by team plans for Harris the Plan Check to meet budget to review Engineer to review and schedule the plans requirements Flexibility. The Harris team will provide the City with resources who are able to maneuver fluidly through competing priorities and deadlines. Understanding the City's priorities will enable the team to adjust resources and effectively manage our time in order to meet your schedule. Maintaining a Project Database Harris will maintain a database that includes:1) Plan check tracking log (Excel) and electronic documents; 2) Project specific folders for approved conditions of approval/City requirements; and 3) Subdivision ordinances and other regulations. Improvement Plan Checklist Our team will utilize standard checklists during plan review to make sure City guidelines are implemented on design submittals. These checklists include: 1) City's development code and guidelines; 2) Standard notes and conditions of approval; 3) Reference drawings; 4) Standard plans/drawings and specifications; 5) City preferences learned through experience and discussion; and 6) Routing list and collection of interdepartmental comments, as appropriate. Development Management Documentation for management and review work, from meeting agendas and minutes to plan review forms and plan check log, is critical. The Harris team will: 1) Provide experienced, responsive, and flexible resources to address the fluctuating workload demands; 2) Provide review of improvement plans rooted in the understanding of the City's standards plans, processes, and procedures; 3) Provide your project managers and applicants with a summary of plan review comments, thus eliminating schedule delays due to new or unresolved comments during Harris & Associat�e'� itxcCouncl l 15 — 160 l.d. Understanding of N��d1/Sch2durd Delivery N 4 subsequent submittals; and 4) Achieve alignment with City staff early in the project to address existing nonstandard field conditions and associated improvements. Electronic Plan Submittal, Plan Check, and Document Management With established submission requirements, workflows will verify that documents are up-to-date, applications are complete, and appropriate date/timestamps are shown on the plans. These benefits provide the ability to audit what has changed on a submittal (and by whom), provide access to appropriate personnel, and track plan review schedules. By utilizing electronic submittal processes, agencies have increased the speed of plan routing to departments, freed up space previously used for plan storage, and created an environmentally friendly system resulting in less paper waste and pollution from physical plan delivery. As an extension of the City, the Harris team's thorough understanding of these procedures will create a near seamless transition with your digital plan check process. Quality Assurance/Quality Control (QA/QC) Our QA/QC process will be led by Principal Agent Craig Siefert, PE. His understanding of Agency expectations and track record of leading development programs will facilitate developing a QC program for our services. He will be supported by Associate- In-Charge/Project Manager Michael Wu, PE, who will also utilize Harris' QC procedures to confirm accuracy of all deliverables when leading projects. At the inception of the project, we will verify that the City and project team understand the scope of services, schedule, budget, and expected work deliverables. ✓ .,. 100 i Listen to Town concerns Complete QC checklists Su bmittaI sent to Town/ Final design and project stakeholders deliverables ready for bidding an nstmction � I' O CY WSW 1 Complete submittalfor QC review to makesure Receiveand respond to Address comments from intern al review minimum design standards comments m froTown/ Town/project stakeholders and project goals and project stakeholders (further refine design intents are met submittals) ■ . ■ ■ ■ . . . ■ ■ ■ ■ . . ■ ■ ■ ■ . . . ■ ■ ■ Coordination of Submittals Our approach to developing strong relationships with City staff is predicated on trust and a commitment to shared learning. Lessons learned, policies, and procedures will be discussed and implemented, updates to applicable standards will regularly be provided, and plan/map check redlines will be reviewed together, as necessary. Community Involvement Harris celebrates opportunities to create value for the communities in which we live and work. From everyday efforts to improve community infrastructure and support development efforts to diving into the trenches of community service, we actively seek new ways to enhance our clients' reputations as excellent places to live and do business. Some of these actions include: Local Presence. We are active participants, committee members, and leaders in local organizations and industry events. We maintain a local presence and continue to learn about our community through active participation in many professional organizations. Sustainable Solutions for our Clients. Harris develops solutions that balance environmental and social benefits, while meeting client and project objectives. Our client's most successful projects — and the ones we are most proud of —are those that make the greatest impact on people's lives. We pride ourselves on the impacts made within our clients' footprints by providing solutions to support the development of well -planned, balanced, and self-sustaining communities. Environmental Stewardship. Harris has a corporate sustainability program that implements sustainable solutions. Practices include paperless offices modeled after the California Green Business Program, recycling and the use of reusable and recycled materials, and conservation of energy and water. We encourage carpooling, public transit, and cycling to work by promoting Bike to Work days and selecting offices near public transit centers. Harris & Associat�e'� itxcCouncl l 15 — 161 l.d. Understanding of N��d1/Sch2durd Delivery IN 5 As -Needed Plan Checking Services City of Anaheim Project Description: Services under this contract include plan review for entitlement purposes, design plan check, standards implementation, hydrology and hydraulics check, sewer capacity studies, street improvement plan check, dry utility (fiber and small cell installation) review, and grading plan check. The Harris team evaluates the feasibility of proposed site development in order to assist the City's land acquisition evaluation and due -diligence review. Our current scope of work includes the following services: • Evaluate telecommunications applications and identify conflicts with dry utilities. • Review of hydrology reports and maps for drainage related challenges. This also consists of reference sheet review for other related drainage or engineering concerns that affect the site or adjacent properties. • Review of soils investigation studies and reports for any geologic conditions that could restrict the intended use of the site. We also request sufficient information to identify existing and potential geologic hazards, and determine potential impacts. Our final summary recommends mitigation measures, suitability of site for intended storm water measures and identifies significant unmitigated geologic impacts. • Review of hydrology studies for calculations of pre- and post - development run-off and sizing calculations for on -site detention basin for water quality purposes. It is also reviewed for the purpose of determining if there is a cause to construct new and/or additional storm drain improvements. • Each review includes the preparation of an electronic document summary report of challenges and comments which is then provided to the City after coordinating with all internal departments. LAMP Plan -Check Engineering and Permit Issuance Support Services City of Los Angeles, Bureau of Engineering To relieve traffic and congestion at the world's fifth busiest airport, LAWA is in the process of embarking on an extensive LAMP that will not only provide a more predictable and reliable commute to the airport, but also offer a world -class traveler experience at LAX. Major project elements include an elevated 2.25-mile Automated People Mover, two Intermodal Transportation Facilities, a Consolidated Rent -a -Car facility, and a comprehensive series of roadway improvements to alleviate traffic congestion in and around airport facilities. Working closely with the Bureau of Engineering's LAMP team, Harris has reviewed dozens of large roadway realignments, storm drain improvements, sewer rehabilitations, and other LAWA infrastructure for compliance with LA BOE standards, design guidelines, and manuals. REFERENCE Mike Eskander Development Services Manager o : 714.765.4414 E�i: meskander@anaheim.net RELEVANT ELEMENTS Plan Check Project Management LOCATION Anaheim, California YEARS 2016 - Ongoing REFERENCE Shawyue "Shay" Doong, PE Principal Civil Engineer ©: 213.887.2827 i-�i: shawyue.doong@lacity.org RELEVANT ELEMENTS Plan Check Project Management LOCATION Los Angeles, California YEARS 2019 - Ongoing Harris&Associat�e'�itxcCouncil 15 — 162 l.e.Rel7/1 P�o2je0cfEXperience On -Call Plan Checking, Map Checking, and City Surveyor's Services City of Ontario For the past 14 years, the Harris team has provided the City with on -call plan/map checking services for development projects. Harris' services include: • Reviewing various improvement plans (storm drain, water, sewer, street lighting, traffic signals, street striping/signing), subdivision maps, and legal documents. • Analyzing reports pertinent to development and Capital Improvement Projects (CIP), including water system analysis, sewer capacity calculations, and geotechnical studies. • Verifying compliance with City standards, ordinances, and state regulations. • Providing construction inspection for infrastructure facilities. • Harris conducted multiple reviews of the WQMP within a tight deadline. • Collaborating with the City to streamline the review process, including a new procedure for comprehensive and timely plan reviews. On -Call Plan Checking and Development Review Services Eastern Municipal Water District Harris and members of our team have completed a number of plan checking and design services for the District. Project highlights include: Water Booster Stations and Storage Facilities. The Harris team reviewed the developer's 90% submittal for the Cove hydropneumatic pump station that services 113 proposed residences. Quail Valley Sewer Alternatives. A wastewater collection technologies study for the Quail Valley community located within the District service area was reviewed. The District needed the study to address groundwater pollution affecting the Canyon Lakes community downstream. Menifee Valley Ranch, Booster Station and Water Storage Reservoir with Transmission Mains. Menifee Valley Ranch is a master planned community that includes more than 500 single-family homes. To serve the homes with drinking water, the District needed a dedicated 1.0-MG reservoir and 10,000 gpm booster station along with three miles of 24-inch transmission pipelines. The facilities were designed to fit into the contours of the natural terrain to minimize hillside disturbances. REFERENCE Khoi Do City Engineer ©: 909.395.2127 i-�i: kdo@ci.ontario.ca.us RELEVANT ELEMENTS Plan Check Project Management LOCATION Ontario, CA YEARS 2010 - Ongoing REFERENCE Armando Arroyo Senior Civil Engineer, Development Services Department ©: 951.928.3777 x4480 i-�i: arroyoa@emwd.org RELEVANT ELEMENTS Plan Check Project Management LOCATION Riverside County, CA YEARS 2012 - Ongoing Moreno Valley Ranch. Moreno Valley Ranch includes housing tracts located in a valley north of Perris Lake. The project included the design of precise grading and water -efficient landscaping plans for the model homes, as well as the water distribution system for the tract. Additionally, Harris has provided similar services to the following partial list of public agencies: City of Lake Elsinore, Development Review and Inspection • City of Los Alamitos, City Engineering • City of Temple City, City Engineering • County of Orange, Project Management • Coachella Valley Association of Governments, Program Management • City of American Canyon, City Engineering • City of Poway, Development Review • City of San Bruno, City Engineering Harris &AssociacitxcC'ouncil 15 — 163 1.e.Rel7��#2e0ct�xperience Municipal Engineering Read more about Harris' Municipal Engineering Services, as we keep cities running, and growing, smoothly! Harris works with city engineering departments to improve quality of life for all citizens. Download a QR code reader app or click on the QR code to view more information. In addition to the client reference information provided in Section 1.e. Relevant Project Experience, please see the listing below of additional references for public agencies for which Harris has performed similar work within the past five years. Shawyue "Shay" Doong, PE Principal Civil Engineer City of Los Angeles, Bureau of Engineering ©: 213.887.2827 E: shawyue.doong@lacity.org Khoi Do City Engineer City of Ontario o: 909.395.2127 EK: kdo@ci.ontario.ca.us Mike Eskander Development Services Manager City of Anaheim o): 714.765.4414 EK: meskander@anaheim.net "Harris &Associates has provided effective and timely plan check services ... [and] has continuously improved the delivery of those services for both internal and external customers. Harris'staff is always available and willing to adapt to an ever -changing environment. Their ability to bring an array of experiences to the table, which have allowed for broader solutions to complex challenges, has been of incalculable value." — Armando Arroyo, Principal Civil Engineer Eastern Municipal Water District (EMWD) Harris &AssociaCt itxcC'ouncll 15 — 164 7/16/2O�4ferences Harris' strength in plan check is based on a foundation of cumulative knowledge and extensive experience of implementing applicable Agency standards, ordinances, and state and local laws that are relevant to the delivery of plan check services. Harris provides these services primarily to public agencies and therefore has no conflict of interest. Harris' customer -oriented mindset contributes to a quick plan review process and approval, as we see ourselves as an extension to City staff. Typical Services Provided for Public Works Design Plan Check Services Roadway, Driveway, Sidewalk, Curb and Gutter, and Pedestrian Ramp Improvements Plan Check. Improvements are checked to verify compliance with City standards, any applicable specific/master plans, applicable Caltrans standards and specifications, Standard Plans for Public Works Construction, and State American Disabilities Act (ADA) accessibility guidelines. Plans will be reviewed in City -approved format with all the applicable notes and details, and constructability with sufficient horizontal and vertical controls for staking purposes. Plan check reviews will be conducted utilizing the City's checklist and will be conformant to processes. Plan check redline comments are noted on plans and supplemented with a summary email of comments to be addressed and/ or corrected with next plan check submittal. Hydrology and Hydraulics Check. Hydrology reports shall address pre- and post -development conditions. They shall include evaluation of watershed and subarea boundaries based on topography and drainage features, land use, soils, drainage patterns, pre- and post -construction runoff peak flows, volumes, and timing. Hydraulics reports and calculation reviews will include review of the existing and proposed drainage systems, evaluation of model accuracy, compliance with City and County standards, and aeneral modelina practices. Storm Drain Plan Check. Plans for storm drain improvements are checked to verify consistency of drainage facility information with the hydrology and hydraulic data in the drainage report. The plan check will verify materials, slopes, lengths, water surface elevations, flow rates, debris retention volumes and basin sizing, alignments, and construction details to verify compliance to City standards. Grading and Erosion Control Plan Check. Our review of the plan includes surface improvements, drainage improvements and Low Impact Development (LID) elements to be constructed, water quality Best Management Practices (BMPs), and erosion control devices or BMPs to be installed. Surface improvements include, but are not limited to, paving, curb and gutters, concrete sidewalks, and other surface improvements specific to the development's use. Geotechnical recommendations, such as pavement structural section and compaction density requirements, will be reviewed. Grading plans are also checked for conformance to the City's Grading Ordinance, and that of the Specific Plan and other entitlement requirements from the conditions of approval. Environmental Services Our services will include categorical exemptions, negative declarations, mitigated negative declarations, and environmental impact reports in compliance with the California Environmental Quality Act (CEQA). In addition, we are available to provide technical studies related to air quality, greenhouse gas emissions, noise, biological resources, and cultural resources. WQMP Review. Our team will confirm compliance with regulatory requirements and City preferences to make sure on -site water quality features are designed and located appropriately. Geotechnical Report Review. Geotechnical reviews will be conducted to verify projects have been prepared in substantial compliance with the standard of care expected. Our team is able to review pertinent existing geotechnical maps and reports that pertain to the project site. In our review, we will consider the adequacy of the background research, field data collection process including geologic mapping, number and depths of exploratory borings, and laboratory testing program. We will evaluate the data interpretation, approach, and method in developing Harris &AssociacitxcC'ouncll 15 — 165 z.scope 7 �rv612s ;Schedule recommendations for the slope improvements. The review will be conducted to verify substantial compliance with the requirements of the California Building Code (CBC), Green Book, California Geological Survey (CGS) Note 41, Guidelines for Reviewing Geologic Reports, and CGS Special Publication 117. Subdivision Map Checking. Land surveying maps and documents prepared for public agency review have wide implications on both land ownership and public safety. These documents create, describe, modify, and encumber both public and private lands, leaving a permanent impact on public resources and private investment. The City's oversight role is critical because these documents need to be prepared in accordance with State laws and City ordinances in addition to verifying their technical correctness. Maps and documents are checked for compliance with the State Subdivision Map Act, Land Surveyor's Act, applicable City codes and ordinances, approved tentative map, and the conditions of approval. Landscape and Irrigation Improvement Plan Check. Our team will provide landscape and irrigation review for parkways, medians, and all areas within the right-of-way. There are standards that must be followed whether the development is employing potable or recycled water. Using reference documents such as zoning maps, our team will review submittals for completeness and compliance with appropriate landscape and irrigation standards including codes/requirements for water -efficient landscaping. Understanding policies to promote conservation and efficient use, while still providing areas for recreation and environmental enhancement, is a service the Harris team is capable of providing. Traffic Signal Review. Our team will verify conformance to all applicable standards and requirements. Gaining a full understanding of the City's project goals and outlook will allow our team to see pertinent details and address any deviations. In addition to review of signal interconnects, pull/junction boxes, signage, power, and detectors, our thorough knowledge of current State standards (Caltrans), Highway Design Manual, Highway Capacity Manual, and the California Manual on Uniform Traffic Control Devices (CA MUTCD) will allow Harris to advise the City of any and all deviations from standards. Signing and Striping Plan Check. Review of final and interim placement of signs and striping are conducted to verify conformance with the California Manual on Uniform Traffic Control Devices (CAMUTCD), Caltrans Standard Plans, City standards, Traffic and Transportation Design Guidelines, and plan check checklists. Items revised during plan check will be verified against applicable traffic studies, standards and other active projects. Street Light Plan Review. Our team will verify the submitted plans are prepared in accordance with the City's traffic and transportation design guidelines, City standards, and current Design Guide Checklists. We will work to identify proper locations and types of electrical service pedestals, particularly where street lights can be fed from traffic signal services. Miscellaneous Reviews. Our team is capable of reviewing potable water, recycled water, sewer system, small cell tower, demolition, telecommunication/dry utility facilities, CIP-related improvements, and several other plan set designs on behalf of the City upon request. Schedule We understand that timely comments are a critical project success factor. Solutions are best found when challenges are fresh in the designer and owners' minds as well as the agency. We also understand that the City's position in conflict resolution can be highly compromised by delays. Our flexible and responsive team of resources has the capability to provide an expedited review in five working days or less in response to the City's needs or increased demands. Harris demonstrates to our clients our ability to meet their goals by prioritizing competing deadlines for various City projects, while completing thorough plan checks in the required timeframe. The solution can be as simple as adding resources at the City's request, which requires effective orchestration of Harris staff's time, as well as communication with the City staff to make sure the team thoroughly understands the City's expectations and any plans that might take priority. This approach has been effective in meeting our clients' goals and deadlines providing similar services. Harris & Associat�e'� itxcCounci l 15 — 166 2. Scope of7s�16/20??s4hedule 0 10 APPENDIX Team Resumes Certifications: • Attachment 3-1: Non -Collusion Affidavit Attachment 3-2: Non -Lobbying Certification Attachment 3-3: Non -Discrimination Certification Attachment 3-4: Fleet Compliance Certification Craig Siefert, PE PROJECT MANAGER/PRINCIPAL AGENT Craig has 20 years of experience on a variety of public works projects including sewer, water, storm drain, grading, and roadway improvements. Craig has supported the cities of Ontario, Anaheim, Menifee, Tustin, Irvine, Victorville, and Huntington Beach (to name a few) with their development review programs. Craig has prepared, analyzed, and updated City Standards, development review processes, and plan check lists for many of his clients in Southern California. Craig has design experience with all aspects of roadway improvement and rehabilitation work, including pavement resurfacing, ADA compliance, sidewalks, curbs and gutters, and driveways replacement. He is familiar with construction manuals and methodologies used in streets, storm drain pipes and structures, wastewater structures, and reinforced concrete structures, and CADD software. His experience working in the capacity of agency staff provides him intimate familiarity with the inner works of city government, through which he developed excellent orientation towards providing his clients out- standing customer service in serving their development constituency. RELEVANT EXPERIENCE City of Anaheim, On -Call Plan Checking Staff Augmentation Services. Project Manager. Harris has been providing plan check services for the City since 2016, which include plan review for entitlement purposes, design plan check, standards implementation, hydrology and hydraulics check, sewer capacity studies, street improvement plan check, dry utility (fiber and small cell installation) review, and grading plan check. Craig and the Harris team evaluate the feasibility of proposed site development in order to assist the City's land acquisition evaluation and due -diligence review. City of Ontario, On -Call Plan Checking, Map Checking, and City Surveyor's Services. Project Manager. Harris has been providing plan/ map check and surveyor's services for the City since 2010 which includes review of improvement plans (street, traffic signals, and street striping/signing, water, recycled water, sewer, and storm drain), reports (hydrology and water quality management plans), subdivision maps, easement documents, corner records, tie monument sheets, and other land related legal instruments. Craig is directly involved with project organization, budget tracking, plan review, and management of sub -consultants related to map checking tasks. Working closely with City staff, he verifies turnaround timelines are met and meetings are scheduled with applicants when redline comments are left unaddressed or design coordination is necessary. City of Los Angeles, Bureau of Engineering, Landside Access Modernization Program. Project Manager. To relieve traffic and congestion at the world's fifth busiest airport, Los Angeles World Airports (LAWA) (Applicant) is embarking on an extensive Landside Access Modernization Program (LAMP) that will not only provide a more predictable and reliable commute to the airport, but also offer a world class traveler experience at Los Angeles International Airport (LAX). The major elements of LAMP include an elevated, 2.25-mile Automated People Mover (APM), two Intermodal Transportation Facilities (ITF), a Consolidated Rental Car facility (ConRAC), and a comprehensive series of roadway improvements to alleviate traffic congestion in and around airport facilities. This system will also connect LAX with Metro's proposed Airport Metro Connector (AMC) 96th Street Transit Station. EDUCATION BS, Civil Engineering REGISTRATION Professional Civil Engineer, CA City Council 15 — 168 7/16/2024 Harris & Associates, c. Craig Siefert, PE Harris is working with LAWA to facilitate expedited plan review within the context of design -build project delivery method in accordance with the City's standards and permit requirements. Eastern Municipal Water District, On -Call Plan Checking and Development Review Services. Project Manager. Harris has been providing development review services to the District since 2012. Craig and his team have completed more than 100 projects for the District. Services include review and critique of potable water, recycled water, and sanitary sewer improvements plans for conformance with the District's design guidelines, specifications, and administrative code. Craig and the Harris revised the District's as -built drawings for added water services, per service orders. The Harris team also met with District staff to discuss new project submittals and plan of service and coordinated with the developer's engineer regarding revisions and improvement issues to help facilitate an efficient plan review. City of Menifee, Staff Augmentation & Land Development Plan Checking. Project Manager. Harris has been providing staff augmentation and plan check services for land development for the City since 2016. This includes the review of permits and applications, small grading plan checks, front counter duties, and dealing directly with the public. Additional services provided include review of residential and commercial grading plans, street improvement plans, erosion and sediment control plans, landscaping/ irrigation control plans, hydrology and hydraulics calculations, water quality management plan review, and cost estimate verification. Craig oversees the Harris team placed in the City's offices to confirm proper staffing a quality of work. In addition, Craig has provided input and updates to the City's staff structure, fee collection, and plan tracking processes. Riverside County Flood Control and Water Conservation District, On -Call Plan Review. Project Manager. Since 2020, Harris has been working with the District to review storm drain improvement plans, hydrology, soil structures and CEQA/NEPA requirements for development projects throughout the County. Craig coordinates all plan review projects with the District and manages work quality for the Harris team and subconsultants. City of Rancho Santa Margarita, On -Call Plan Check Services. QA/QC Manager. Services include review of grading plans, street improvement plans, erosion and sediment control plans, landscaping/irrigation control plans, hydrology and hydraulics calculations, and cost estimates. City of Fullerton, Beckman Business Center Entitlement Review. Project Manager. Craig verified calculations for flows regarding the existing drainage channel versus replacing the channel with an underground storm drain line, coordinated comments with the Orange County Flood Control District regarding undersized facilities, reviewed pre- and post -development hydrology reports and maps for drainage related issues, and verified adequacy of flood depth design for safety of an historic building. City of Gonzales, Citywide Sewer Condition Assessment. Project Manager. Harris provided project management and professional engineering services for a citywide sewer cleaning and CCTV inspection/assessment which included condition assessment of 270 gravity sewer manholes and five sewer lift stations, and inspection of approximately 10,000 LF of force main sewer pipes. Craig and the Harris team coordinated with City staff, reviewed subconsultant prepared condition assessment reports, DVDs, and recommendations, and prepared the engineer's preliminary opinion of probable construction costs for related repairs, a prioritization list, and a color -coded Citywide conditions exhibit illustrating the condition of the City's sewer system. City of Fullerton, West Coyote Hills Infrastructure Cost Estimate Analysis. Project Engineer. Craig confirmed the reasonableness of the unit prices in the original estimate using various recent bid prices, his experience, and input from construction contractors/material suppliers and supporting subconsultants as needed. A reasonableness check/order of magnitude check was performed on the quantities. Finally, a review of the pertinent sections of the Conditions of Improvements was performed for additional background information, an understanding of the improvements, and a general confirmation of the proposed project requirements. City Council 15 — 169 7/16/2024 Harris & Associates, c. Frank S. Lopez, PE, QSD PRINCIPAL -IN -CHARGE As Principal -in -Charge for this contract, Frank will provide executive -level support to the Harris team. Frank will make certain that tasks remain on - schedule and on -budget, and that the City's experience with the Harris team exceeds expectations. He has a wide breadth of experience related to stormwater permitting and his participation in local and regional technical advisory groups has established valuable relationships with local and state government agencies. His experience in drainage analysis and design, and compliance with local regulations will benefit this contract. Frank has a deep and personal understanding associated with the complexity of delivering public projects, which has resulted in his sound understanding of collaborative approaches to deliver sustainable solutions. RELEVANT EXPERIENCE City of Seaside, On -Call Development Review. Project Director. Harris is currently under contract to provide development review services for various development projects. This has included tentative maps, improvement plans, stormwater control plans, environmental impact reports, and SWPPPs for large subdivisions, auto dealerships, and commercial developments. Frank oversees the current contract with the City and manages resources for Harris, as well as making certain the project stays within budget and on schedule. Frank has been responsible for managing development review tasks and providing specialty stormwater reviews. Currently, Frank is managing the review of the Seaside Campus Town Center Development that includes mixed residential and commercial development. City of Morgan Hill, On -Call Engineering Review & Technical Support Services and Plan Checking & NPDES Support. Project Manager. Harris is providing land development plan checking, review of subdivision improvement plans and NPDES stormwater development compliance on an as -needed basis. Frank oversees the current contract with the City and manages resources for Harris. He provides quality control review of all plan checks and provides guidance to the City regarding stormwater compliance. City of Salinas, Plan Checking, Project Manager. For over 12 years, Harris has provided development review services, including dozens of tentative and final tract maps, site plans, grading and infrastructure improvement plans, stormwater quality/NPDES compliance, and assisting with writing COA. The services have been provided as staff augmentation at City offices and remotely at our local office, and includes serving as the city surveyor, signing final map mylars. As project manager, Frank make sure tasks remain on schedule and within budget. City of Soledad, On -Call Stormwater Program and Development Review Services. Project Manager/Lead Design Engineer. As a result of Frank's involvement in the Central Coast Joint Effort Review Team and SLO County Technical Advisory Committee, he secured a two-year contract with the City of Soledad. He developed a Guidance Document and Boundary Map for submittal to the Central Coast Regional Water Quality Control Board and assisted the City with developing their Stormwater Program in order to comply with the statewide Phase II Municipal Permit. Frank also provided development review to assist the City with implementing the newly adopted Central Coast Post Construction Requirements. EDUCATION BS, Civil Engineering REGISTRATION Professional Civil Engineer, CA CERTIFICATION Qualified SWPPP Developer/Practitioner City Council 15 — 170 7/16/2024 Harris & Associates, c. Michael Wu, PE, QSD ASSOCIATE IN CHARGE/PROJECT MANAGER Michael has nearly 20 years of experience in designing, managing, and delivering civil land development projects in both private and public sectors throughout Los Angeles County, San Bernardino County, and Orange County. Michael's civil engineering expertise spans all aspects of improvement including rough and precise grading, drainage design, ADA path of travel, roadway design, utility design, low impact development, storm drain retrofit, storm water pollution prevention, and overall project QA/QC. Before joining Harris, Michael also provided client relationship management, departmental management, human resourcing, and business development services. Michael's experience allows him to bridge the gap between the public and private sectors. With his design expertise, along with his familiarity with the inner works of city government, he has developed an emphasis toward providing exceptional experiences for his clients. RELEVANT EXPERIENCE City of Anaheim, On -Call Plan Checking Staff Augmentation Services. Project Manager. Harris' plan check services include plan review for entitlement purposes, design plan check, standards implementation, hydrology and hydraulics check, sewer capacity studies, street improvement plan check, dry utility (fiber and small cell installation) review, and grading plan check. Beginning in 2022, Michael took over as project manager and has been leading the Harris team in evaluating the feasibility of proposed site developments in order to assist in the City's land acquisition evaluation and due diligence review. Michael's ability to nurture the team, guide execution of key tasks, and manage communication brings cohesiveness to the City's projects. City of Los Angeles, Bureau of Engineering, Landside Access Modernization Program. Project Manager/Plan Checker. To relieve traffic and congestion at the world's fifth busiest airport, LAWA is embarking on an extensive LAMP that will not only provide a more predictable and reliable commute to the airport, but also offer a world class traveler experience at LAX. The major elements of LAMP include an elevated, 2.25-mile APM, two ITFs, a ConRAC, and a comprehensive series of roadway improvements to alleviate traffic congestion in and around airport facilities. Working closely with the Bureau of Engineering's LAMP team, Michael and the Harris team have reviewed dozens of large roadway realignments, storm drain improvements, sewer rehabilitations, and other LAWA infrastructure for compliance with LA BOE standards, design guidelines, and manuals. Through direct coordination with the Applicant, Harris is able to gain design insight and provide valuable feedback on submittals early in the process. This is a time -saving measure that results in well thought-out plans, keeping schedules on pace with the stakeholder's expectations. City of Ontario, On -Call Plan Checking, Map Checking, and City Surveyor's Services. Plan Check Engineer/Project Manager. Michael took over as project manager in 2022 and is directly involved with project organization, budget tracking, plan review, and management of subconsultants related to map checking tasks. Working closely with City staff, he verifies turnaround timelines are met and meetings are scheduled with applicants when redline comments are left unaddressed or design coordination is necessary. EDUCATION BE, Civil Engineering (Canada) REGISTRATION Professional Civil Engineer, CA CERTIFICATION Qualified SWPPP Developer/Practitioner City Council 15 — 171 7/16/2024 Harris & Associates, c. Phong Nguyen, PE SENIOR CIVIL ENGINEER, PLAN CHECK Phong brings nearly 40 years of invaluable experience in engineering plan review within Southern California. Throughout his extensive career, he has honed his expertise in examining plans encompassing a wide array of projects, including streetscape, storm drain, sewer, water, grading, and erosion control designs. His profound understanding of the intricacies of the typical City infrastructure and his familiarity with the processes of the clients such as City of Los Angeles and Ontario make him an invaluable asset to the project team. Phong's wealth of knowledge and adeptness at navigating the complexities of municipal engineering will undoubtedly contribute significantly to the success and efficiency of the project. RELEVANT EXPERIENCE City of Los Angeles, Bureau of Engineering, Landside Access Modernization Program. Project Engineer/Plan Checker. Phong has been working on various B-permit plan check projects for over 35 years, including Harris' recent contract to provide the plan check support for the City's Los Angeles World Airports (LAWA) LAMP project to provide a reliable commute to the airport and a world -class traveler experience. Major elements of this project include an elevated 2.25-mile Automated People Mover, two Intermodal Transportation Facilities, a Consolidated Rent -a -Car facility, and a comprehensive series of roadway improvements to alleviate traffic congestion in and around airport facilities. Working closely with the Bureau of Engineering's LAMP team, Phong and the Harris has reviewed dozens of large roadway realignments, storm drain improvements, sewer rehabilitations, and other LAWA infrastructure for compliance with LA BOE standards, design guidelines, and manuals. City of Ontario, On -Call Plan Checking, Map Checking, and City Surveyor's Services. Plan Check Engineer. Phong works collaboratively with City staff to provide comments in -line with project conditions of approval, Specific Plan, and Master plan as adopted by the City. His extensive development background gives him excellent insight into City standards, design constructability, and clear conveyance of his comments. Services include coordination with Applicants, review of improvement plans (street, traffic signals, and street striping/signing, water, recycled water, sewer, and storm drain); reports (WQMP & hydrology); and cost estimates. City of Clayton, City Engineer Services. Plan Check Engineer. Harris is providing Contract City Engineer services for the City and is responsible for development review and conditioning of all development work that is proposed within the City. Phong coordination with Applicants, review of improvement plans (street, traffic signals, and street striping/signing, water, recycled water, sewer, and storm drain), reports (WQMP & hydrology), and cost estimates. EDUCATION BS, Civil Engineering REGISTRATION Professional Civil Engineer, CA City Council 15 — 172 7/16/2024 Harris & Associates, c. Teck Loh, PE, LEED AP SENIOR CIVIL ENGINEER, PLAN CHECK With nearly 30 years of experience, Teck has an extensive design and project management background in horizontal and vertical construction of residential, commercial/industrial, public works and transportation projects. Since 2017, Teck has worked on a variety of on -call plan check task orders for the City of Ontario, including projects driven by developers like REDA, Brookfield, and Prologis. Teck's specific experience includes site development, demolition, large earthworks projects, water and sewer systems, water quality, public works infrastructures such as highway design, road work, storm and erosion protection systems, flood control channels, bridges, embankment and levees, and detention basin projects. While working on these projects, Teck has made the City's needs a priority by acting as an extension of City staff —he makes project delays a non -issue, maintains an efficient and consistent plan checking process, and facilitates communication between City staff and project engineers. RELEVANT EXPERIENCE City of Anaheim, On -Call Plan Checking Staff Augmentation Services. Plan Check Engineer. Harris has been providing plan check services for the City since 2016, which include plan review for entitlement purposes, design plan check, standards implementation, hydrology and hydraulics check, sewer capacity studies, street improvement plan check, dry utility (fiber and small cell installation) review, and grading plan check. With Craig Siefert and the Harris team, Teck evaluates the feasibility of proposed site development in order to assist the City's land acquisition evaluation and due -diligence review. City of Ontario, On -Call Plan Checking, Map Checking, and City Surveyor's Services. Plan Check Engineer. Harris has been providing plan/ map check and surveyor's services for the City since 2010 which includes review of improvement plans (street, traffic signals, and street striping/signing, water, recycled water, sewer, and storm drain), reports (hydrology and water quality management plans), subdivision maps, easement documents, corner records, tie monument sheets, and other land related legal instruments. Working closely with City staff, Teck supports Craig Siefert in verifying turnaround timelines are met and meetings are scheduled with applicants when redline comments are left unaddressed or design coordination is necessary. City of Menifee, Land Development Plan Checking. Plan Check Engineer. Teck conducts project entitlement reviews, reviews conditions of approval preparation, and provides comments within the turnaround timetable. He verifies each project addresses "big picture" General plan, zoning, land use, drainage, traffic, and public awareness concerns which are key to Development Department approval. Teck also provides plan review services for residential and commercial grading plans, street improvement plans, erosion and sediment control plans, hydrology and hydraulics calculations, WQMP reports, and cost estimates. • California American Water, On -Call Plan Check Services. Plan Check Engineer. Services for this on -call contract included plan checks for water pipelines, hydro -boosters, and pump stations at Brookwood Estates and Hurley -Greer Elementary. EDUCATION BS, Civil Engineering REGISTRATION Professional Civil Engineer, CA CERTIFICATIONS LEED Accredited Professional Harris &AssociacitxcC'ouncil 15 — 173 7/16/202Appendix ■ vii Cindy Hackett, PE PLAN CHECK ENGINEER Cindy has nearly 40 years of municipal engineering experience, including capital improvements, land development, budgeting, street maintenance, storm drain systems, water lines, sewer lines, and contract administration. She has experience in project management starting with project planning, budgeting, design with development of plans and specifications and construction administration. Cindy works effectively with public agencies, utilities, consulting engineers, developers, contractors, inspectors, railroads, and the general public. Cindy has worked directly for municipalities for most of her career, and her experience directly aligns with the needs of public agency staff. She has successfully managed CIP projects from planning through engineering and construction. RELEVANT EXPERIENCE City of Dixon, Staff Augmentation Services. Project Manager. Cindy is managing the land development projects from design through construction. She acts as the Engineering Department liaison for development projects providing plan check, submittal review, permit coordination, and overseeing construction inspection services. Cindy is also currently updating the City's standard drawings and specifications. City of Palm Springs, Project Management Staff Augmentation Services. Contract Project Manager. Cindy assisted in delivering capital improvement projects and provided assistance to engineering staff on an as -needed basis. She finished the bidding phase for various CIP projects that had been started, but were never completed. She checked plans, wrote specifications, met with design engineers, coordinated with different City departments, compiled bid packages, and provided staff reports for the various CIP projects. • City of Clayton, City Engineering Services (Permitting and Development). Plan Check Engineer. Cindy is providing as -needed plan check services to assist the Engineering Department with current land development projects. City of Ontario, Capital Improvement Section. Principal Engineer. Cindy was responsible for the day-to-day activities of the City's Capital Improvement Section. She planned, coordinated, and oversaw the work of staff and consultants for the development, design, and construction of public works projects including grade separations, sewer, waterline, storm drain, and street improvement projects. Cindy supervised, trained, and evaluated the work of professional, sub -professional, and technical staff. In this role, she was directly responsible for budgeting and scheduling of improvement projects. She coordinated with state, county, utilities, other agencies, and other city departments for project approval and construction, including coordination with the City's Water Department to relocate water and sewer lines and to bundle utility and roadway improvements into the same bid packages. California High -Speed Rail Authority, High -Speed Rail Construction Package 1 (CP-1). Design Estimator. Cindy prepared independent design and construction estimates for this $2 billion design -build project. The work was very technical and Cindy independently verified whether the contractor's re- design claims are reasonable. She was charged to confirm the level of effort and hours claimed made sense given the complexity of the design plans. EDUCATION BS, Civil Engineering REGISTRATION Professional Civil Engineer, CA City Council 15 — 174 7/16/2024 Harris & Associates, c. Brent Chamberlain, PE, QSD, LEED AP PLAN CHECK ENGINEER Brent has nearly 40 years of experience providing civil engineering services to municipalities throughout California. He has been responsible for the preparation of engineering's project conditions of approval, grading/improvement plan checks, final/parcel map checking, review/process/approval of lot line adjustments, property mergers and certificates of compliance, preparation and/ or reviews of easement documents and property acquisitions, vacation of private service easements, and public street rights -of -way, preparation of city resolutions and ordinances as needed, project management, and other development related tasks. Brent's wide range of experience, which includes working for large and small companies performing design, design review, design management, project management, and plan checking allows him to perform a complete and thorough effort on all types of projects. These assets result in faster plan check reviews —saving his clients time and money. RELEVANT EXPERIENCE City of Ontario, On -Call Plan Checking, Map Checking, and City Surveyor's Services. Plan Check Engineer. Services for this on -call contract include review of Public Works improvement plans (street, fiber optic, potable water, recycled water, sewer, storm drain, landscape and associated cost estimates), and review of private development on -site grading plans (rough grading, precise grading, manure removal, WQMP, hydrology and hydraulic reports). Brent's reviews include redlining plans and reports to verify the applicants are following City standards and accepted general engineering standards. Designs are analyzed to confirm the best approach has been utilized and to make recommendations if better options are feasible. This allows the projects to be constructed with a minimal number of revisions to the plans once construction gets underway. Eastern Municipal Water District, On -Call Development Review Services. Plan Check Engineer. Services for this project included review and critique of potable water, recycled water, and sanitary sewer improvement plans for conformance with the District's design guidelines, specifications, and administrative code. Our team revised the District's as -built drawings for added water services, per service orders. The Harris team also met with District staff to discuss new project submittals and plan of service and coordinated with the developer's engineer regarding revisions and improvement issues to help facilitate an efficient plan review. City of Menifee, Plan Checking Land Development Services. Project Manager. The scope of work included the review of grading plans, street improvement plans, landscaping/irrigation control plans, erosion and sediment control plans, coordination with City staff and subconsultants, in-house plan review services, hydrology and hydraulics calculations, and cost estimates. Brent provided general plan check services for land development and capital improvement projects to ensure their adherence to the Departments of Public Works/Engineering standards and design policies, conditions of approval for all development projects. • California American Water, On -Call Plan Check Services. Plan Check Engineer. Services for this on -call contract included plan checks for water pipelines, hydro -boosters, and pump stations at Brookwood Estates and Hurley -Greer Elementary. EDUCATION BS, Civil Engineering REGISTRATION Professional Civil Engineer, CA CERTIFICATION Qualified SWPPP Developer/Practitioner LEED Accredited Professional City Council 15 — 175 7/16/2024 Harris & Associates, c. Fong Tse, PE PLAN CHECK ENGINEER Fong has nearly 40 years of experience providing engineering services to multiple local agencies with development plan checks, roadway designs, PS&Es, and field reviews. Some of his responsibilities have included reviewing RFls, processing change orders, resolving redline comments, and coordination with key project stakeholders. In addition, he has overseen a $20 million annual facilities CIP budget and been directly involved with the quality control/ assurance of city staff and consultant deliverables. RELEVANT EXPERIENCE City of Anaheim, On -Call Plan Checking Staff Augmentation Services. Plan Check Engineer. Harris has been providing plan check services for the City since 2016, which include plan review for entitlement purposes, design plan check, standards implementation, hydrology and hydraulics check, sewer capacity studies, street improvement plan check, dry utility (fiber and small cell installation) review, and grading plan check. With Craig Siefert and the Harris team, Fong evaluates the feasibility of proposed site development in order to assist the City's land acquisition evaluation and due -diligence review. City of Ontario, On -Call Plan Checking, Map Checking, and City Surveyor's Services. Plan Check Engineer. Harris has been providing plan/ map check and surveyor's services for the City since 2010 which includes review of improvement plans (street, traffic signals, and street striping/signing, water, recycled water, sewer, and storm drain), reports (hydrology and water quality management plans), subdivision maps, easement documents, corner records, tie monument sheets, and other land related legal instruments. Working closely with City staff, Fong supports Craig Siefert in verifying turnaround timelines are met and meetings are scheduled with applicants when redline comments are left unaddressed or design coordination is necessary City of Newport Beach, Various Development and Plan Check Projects. Senior Civil Engineer. Fong's role encompassed a wide range of responsibilities, including plan checking private developments, coordinating project conditions, resolving corrections, conducting field compliance verifications, and reviewing all staff work. Additionally, he oversaw employee evaluations and participated in meetings with the City Building Department to verify checklist items aligned with field conditions. Fong handled approximately 1,600 residential and commercial construction projects annually, reviewing various aspects of development including grading, landscaping, utilities, permits, and environmental reports. His meticulous reviews confirmed compliance with city codes, master plans, and industry standards. City of Newport Beach, CIP Construction Plans. Public Works Specialist (Senior Technician/Lead). Fong's responsibilities included preparing roadway, water, storm drain, sewer, and other CIP construction plans for in -house - designed projects. He reviewed the work performed by other drafting technicians. He also responded to public requests at the public counter and over the phone, as well as trained all engineering technicians on the use of MountainTop CAD software. EDUCATION BS, Civil Engineering REGISTRATION Professional Civil Engineer, CA City Council 15 — 176 7/16/2024 Harris & Associates, c. Alyssa Kumnoonsate, PE ASSISTANT ENGINEER II Alyssa brings eight years of civil engineering expertise, with a strong focus on plan checking. Her experience includes contributing to PS&E preparation for public works projects such as roadway, storm drain, and sewer improvements. Additionally, she has proficiency in creating temporary traffic control plans and conducting hydrologic modeling. Alyssa is well -versed in local city and county design standards and proficient in AutoCAD, Civil 3D, and Rational Method Hydrology. RELEVANT EXPERIENCE City of Anaheim, On -Call Plan Checking Services. Plan Check Engineer. Services under this contract include plan review for entitlement purposes, design plan check, standards implementation, hydrology and hydraulics check, sewer capacity studies, street improvement plan check, dry utility (fiber and small cell installation) review, and grading plan check. The Harris team evaluates the feasibility of proposed site development in order to assist the City's land acquisition evaluation and due -diligence review. Alyssa's responsibilities include serving as the case engineer for utility and development plans, performing reviews, and preparing plan check comments. In the last five years, the City has continued to rely on Harris' consulting services in-house and to help develop processes for dry utility and development reviews. City of Anaheim, West Street and Broadway Alley Sanitary Sewer Improvements. Project Engineer. Alyssa prepared the Preliminary Design Report (PDR) for the project. When it was determined that a simple upsizing of the sewers in West Street and Broadway Alley would not result in self-cleaning velocities, Harris pivoted to new alternatives to maximize outcomes and deliver high -quality results for the City. City of West Hollywood, Beverly Boulevard and Robertson Boulevard Complete Street Project. Project Engineer. The project includes construction of widened sidewalks, sidewalk bulb -out curb extensions with directional access ramps at crosswalks, bike lanes, roadway paving, median islands, intersection improvements, street tree planting, parkway planting using drought tolerant groundcover, street lighting, and pedestrian level street lighting. The project also includes reconfiguring the curb face to accommodate a new development project and a gathering space. Street furniture and wayfinding signage will be installed with this project. Alyssa supported the design team on the design of curb ramps, storm drain relocations, utility disposition plans, and street rehabilitation plans. City of Torrance, Pacific Coast Highway at Hawthorne Boulevard Intersection Improvements. Project Engineer. The purpose of this project was to enhance the intersection of Pacific Coast Highway and Hawthorne Boulevard. The project widened and upgraded the intersection through acquisition of right -of way, construction of dedicated right- and left-hand turn pockets, re -striping, traffic signal modifications, and utility relocation, roadway, drainage, traffic, and utility design. The scope also included obtaining a Caltrans encroachment permit, coordinating right-of-way acquisitions (full and partial takes), completing landscape irrigation improvements, and installing retaining walls. Alyssa supported the design team on the design of curb ramps, storm drain relocations, street reconstruction plans, and Caltrans PEER encroachment permit. EDUCATION BS, Civil Engineering REGISTRATION Professional Civil Engineer, CA CERTIFICATIONS Adult First Aid/CPR/AED City Council 15 — 177 7/16/2024 Harris & Associates, c. Kayla Wong, EIT ASSISTANT ENGINEER I Kayla graduated from the University of California, Irvine with her BS in Civil Engineering in June 2022. In her studies she specialized in traffic and transportation where she worked on roadway and land development projects. She interned with the City of Anaheim for one year before transitioning to consulting and is experienced with plan checking for public and private land development projects, ensuring that plans are in compliance with City standards. Projects she has worked on include grading, street improvements, buildings, and utility plans. She currently supports the City of Anaheim on Dry Utility Plan Check and Development Plan Check tasks. RELEVANT EXPERIENCE City of Anaheim, Dry Utility Plan Checking Services. Technical Support. Services under this contract include plan review for street improvement plans and dry utility (fiber and small cell installation) review. The Harris team evaluates the feasibility of proposed site development in order to assist the City's land acquisition evaluation and due -diligence review. Kayla is responsible for reviewing dry utility plan checklist items and site conditions for compliance with City safety and engineering standards. She also assists with coordinating with clients to complete each assignment in a timely matter. City of Anaheim, Development Plan Check. Technical Support. Services under this contract include plan review for entitlement purposes, design plan check, standards implementation, hydrology and hydraulics check, sewer capacity studies, street improvement plan check, and grading plan check. The Harris team evaluates the feasibility of proposed site development in order to assist the City's land acquisition evaluation and due -diligence review. Kayla is responsible for assisting with the review of land development plans and site conditions for compliance with City safety and engineering standards. The projects vary from a $10,000 accessory dwelling unit to a $3 billion mixed -use community, all of which provide cost-effective living and entertainment to the residents of Anaheim. EDUCATION BS, Civil Engineering REGISTRATION Engineer -in -Training Harris &AssociaCstxcC'ouncil 15 — 178 7/16/2O2Appendix 0 xii Yliana Ortega ENVIRONMENTAL REVIEWER Yliana works to assist cities and counties with planning for their future through preparation of technically sound and legally defensible analyses and environmental impact assessment documentation, including technical writing, analysis, review, and quality control in compliance with both CEQA and NEPA, including the latest changes to CEQA Guidelines and legislation. She been growing her career in environmental document preparation for the last four years, with her project work focusing on Southern California agencies. RELEVANT EXPERIENCE City of Gardena, Gardena Industrial Center Project. Assistant Project Manager. As part of this project, Yliana prepared environmental documentation in the form of an Initial Study Mitigated Negative Declaration (IS/MND) for the project which consists of the demolition of all existing on -site buildings, totaling 296,630 square feet of building space, parking lots, and associated improvements and the construction of a 190,860 square foot tilt -up concrete industrial building. Yliana attended the City Council meeting for the project, as the project was approved. San Diego County Department of Parks & Recreation, Calavo Park. Environmental Analyst. Harris assisted with the completion of the topical sections for the project. The project involved the development of a community park on an 8.8-acre, County -owned property in the unincorporated community of Spring Valley in the County. Harris was tasked with preparing the CEQA documentation in the form of an IS/MND for the proposed project. Yliana coordinated with the team to assist in the completion of topical sections for the EI R. Orangethorpe Investment Partners, LLC, Placentia Mixed -Use Project CEQA Documentation Addendum. Assistant Project Manager. Harris is completing the CEQA documentation for the Placentia Mixed -Use Project in the City of Placentia. The proposed project occurs at the corner of Placentia Avenue and Orangethorpe Avenue. The project applicant proposes to develop and operate up to 260 multi -family residential dwelling units and up to 3,000 square feet of commercial retail use. This project would include a parking structure at the northeast corner of the project site, a five -story residential building with amenities including a mail and parcel room, leasing office, fitness area, club room, co -working space, and a central pool courtyard. Yliana worked with the City, the applicant, and legal team to determine the appropriate CEQA documentation for the project. Urban Pacific Development Group, LLC, 12300 Tilbury Townhomes Project. Assistant Project Manager. This project proposed to redevelop the .57-acre site with 13 multifamily housing (mid -rise) dwelling units within two buildings. The maximum lot coverage would be 10,605 square feet (42%) of the 25,182 square foot lot area that makes up the project site. The buildings would be three stories at a height of 33 feet and 8 inches. Yliana prepared an MND for processing through the City of Hawaiian Gardens. EDUCATION BS, City & Regional Planning City Council 15 — 179 7/16/2024 Harris & Associates, c. _ Arthur Guy, ASLA, CLIA I BGB Group, Inc. LANDSCAPE IRRIGATION REVIEWER Arthur has over 40 years of landscape architecture and irrigation design experience, with 25 years as Principal with BGB. Among multiple duties, Arthur directs a comprehensive approach to irrigation design for the firm and serves as the technical liaison pertaining to water management issues which arise during the planning, design, and implementation phases of projects. Arthur's knowledge of horticulture extends from high desert to tropical bioregions, enabling him to effectively design planting and irrigation systems appropriate to individual environmental requirements. Additionally, Arthur provides landscape and irrigation plan check services relating to the City of Rancho Santa Margarita's Water Conservation Landscape Ordinance. RELEVANT EXPERIENCE City of San Clemente, Railroad Corridor Pedestrian Beach Trail. Principal. BGB was the prime consultant for this $15 million multi -phase oceanfront project. The 2.5-mile trail is located at the base of the oceanfront bluffs that run the entire length of the city. Features included bridges, handicap accessible ramps, beach access facilities, native landscaping, signage, public art and pedestrian accent areas. City of Irvine, University Drive. Principal. As a subconsultant to Harris & Associates, BGB provided preliminary design and construction documents for the one mile reach adjacent to UCI Campus. Landscape and irrigation scope included conversion to reclaimed water. Additionally, photo -simulations were provided to convey interface between the landscape/bike trail and vehicular travel lane. The $1 million (landscape scope) Project was completed in 2020. • City of Redondo Beach, Esplanade Streetscape. Project Landscape Architect. BGB provided landscape and hardscape design for the bluff top renovation project, focusing on view preservation, increasing pedestrian and bicycle safety while providing timeless design continuity of design elements. The project completed in Spring 2011 and received an APWA award in 2012. • City of Newport Beach, West Pacific Coast Highway Streetscape. Project Landscape and Irrigation Architect. As an on -call consultant for the city, provided landscape and Irrigation design for a one -mile reach of median/ parkway renovation. The project was completed in 2020. • City of Rancho Santa Margarita, Plano Trabuco Medians. Project Landscape Architect. BGB implemented irrigation and landscape design for a one -mile reach, retrofitting irrigation to meet current standards and renovating landscape with updated drought tolerant landscape palette. The project completed in 2022. • City of San Clemente, N. El Camino Real Streetscape. Project Landscape Architect. BGB provided landscape and irrigation median design as a buffer for a Class I Bike Trail at the northerly gateway entry of the city from Dana Point. This project, completed in 2015, was the last link to a contiguous bike trail through the entire city connecting with the Railroad Corridor Pedestrian Beach Trail project designed by BGB. EDUCATION BS, Landscape Architecture REGISTRATION Registered Landscape Architect, CA Registered Landscape Architect, NV CERTIFICATIONS Certified Landscape Irrigation Auditor AFFILIATIONS American Society of Landscape Architects, Member Irrigation Association, Member City Council 15 — 180 7/16/2024 Harris & Associates, c. Susan Williams, PE, QSD I Fuscoe Engineering WATER QUALITY MANAGEMENT PLAN Susan has more than 25 years of experience in the civil engineering field of water resources for land development and public works. Susan is highly proficient in all aspects of drainage design including stormwater management/ water quality as well as the preparation of hydrology/ hydraulics and WQMP reports and construction plans. Her background includes expertise in sewer and water design and report preparation. She has provided municipal stormwater and WQMP plan checking for the Cities of Anaheim, Brea, and Tustin. Her background and expertise include a wide range of private sector projects such as mixed -use developments, affordable housing, retail/commercial, master planned communities and various parks. Her notable clients include Irvine Company, Brookfield Residential, Sares-Regis Group, Alliance Residential, Lyon Living, and Costco Wholesale, as well as the Cities of Irvine, Anaheim, Brea and Newport Beach, among others. Susan is a conscientious and responsible leader who confirms design quality through key communication, teamwork, and supervision. RELEVANT EXPERIENCE City of Anaheim, WQMP Plan Check Services. Supervisor Reviewer. Susan provides supervisory reviews of WQMPs. She makes sure that reviews are completed in a timely manner with a volume of approximately 10+ reviews a month. She confirms that LID and Hydromodification BMPs are reviewed for constructability, are optimally designed, and are consistent with grading plans. • City of Brea, WQMP Plan Check Services. Supervisor Reviewer. Susan serves as the primary plan check reviewer for WQMPs with challenging hydrology, hydromodifi cation and LID BMP design. She serves as a technical resource to a team of eight WQMP plan checkers. Susan provides BMP design guidance on CIP projects to meet WQMP requirements. • City of Tustin, WQMP Plan Check Services. Supervisor Reviewer. Susan serves as the primary plan check reviewer for WQMPs with challenging hydrology, hydromodifi cation and LID BMP design. She serves as a technical resource to a team of eight WQMP plan checkers. EDUCATION MS, Civil Engineering BS, Civil Engineering REGISTRATION Professional Civil Engineer, CA CERTIFICATIONS Qualified SWPPP Developer/Practitioner Coastal Engineering Certificate Harris &AssociacitxcC'ouncil 15 — 181 7/16/202Appendix 0 xv Djan Chandra, PE, GE I Leighton Group GEOTECHNICAL REVIEWER Djan brings over 30 years of experience in geotechnical engineering services from early planning, site investigation, laboratory testing, data analysis, and report preparation through grading and construction of various types of civil facilities, including water infrastructure, transportation, and residential/ commercial development projects. He has performed plan check review of various types of projects for many agencies to verify conformance with applicable municipal and state code requirements, including the California Building Code, Standard Specifications for Public Works Construction (the Greenbook), and Caltrans standard specifications. For over 20 years, he has been a Subject Matter Expert for the Board of Registration for Professional Engineers, Land Surveyors and Geologists in developing the State's Geotechnical Engineer (GE) licensing examination. RELEVANT EXPERIENCE • City of Anaheim, On -Call Contract. Geotechnical Reviewer. Djan served as Geotechnical Reviewer for private developments throughout the city, including affordable housing projects, accessory dwelling units, office buildings, RV storage facility, warehouses, infiltration system design, and parking lot expansions. • City of Diamond Bar, On -Call Contract. Geotechnical Reviewer. Djan served as Geotechnical Reviewer for various projects as part of an ongoing annual contract with the City. • City of Long Beach, On -Call Contract. Geotechnical Reviewer. Djan led a team of three geotechnical firms to perform technical review of the Ocean Boulevard Erosion and Enhancement Project. He presented comments and conclusions at City Council and public meetings. • Riverside County Flood Control and Water Conservation District, On - Call Contract. Geotechnical Reviewer. Djan served as Geotechnical Reviewer for the proposed storm drains for new residential tracts in four master -planned developments in Lake Elsinore, Jurupa Valley, Menifee, and Wildomar. • Metro Gold Line Foothill Extension Construction Authority, On -Call Contract. Geotechnical Reviewer. Djan served as Geotechnical Reviewer for the design -build of the 11.5-mile extension of the Gold Line light rail transit from Pasadena to Azusa and the ongoing 12.3-mile extension from Azusa to Montclair. He reviewed foundation reports prepared by the contractor for new bridges and widening of existing bridges along the alignment; geotechnical design reports for retaining walls, soundwalls, and stations; geotechnical investigation reports for parking structures (under a separate design -build contract); MSE wall design and plans; and specifications for earthwork, ground anchor installation, cast -in -drilled -hole (CIDH) pile installation, and mechanically -stabilized earth (MSE) wall construction. Djan coordinated with the Authority and contractors on resolution of review comments. EDUCATION MS, Civil Engineering BS, Civil Engineering REGISTRATION Professional Civil Engineer, CA Professional Geotechnical Engineer, CA City Council 15 — 182 7/16/2024 Harris & Associates, c. Patrick D. Earl, PLS I KDM Meridian MAP CHECKER Patrick is a Professional Land Surveyor (PLS) registered in the state of California since 2010. He began his field and office surveying career in 2001. With 23 years of experience under his belt, he now fulfills the role of Survey Manager and is responsible for the daily supervision of the office staff's data reduction and mapping processes. He also oversees topographic mapping, boundary analysis, map checking, and survey calculations for the survey department. To complement his extensive field experience in topographic, boundary, and construction surveying, he has exceptional office surveying skills including the mapping and the production of legal descriptions and exhibits for the wide variety of documents associated with real property. Patrick's two decades of experience and comprehensive understanding of the land survey discipline will help to make sure that the District's relevant projects have a solid foundation of reliable and accurate data on which to develop. RELEVANT EXPERIENCE City of Fullerton, On -Call Map Checking Services. Survey Manager. KDM provides regular document checking services as well as field surveys for the City. KDM began their long-term relationship with the City of Fullerton more than 15 years ago. They continue today to check and sign all subdivision maps in Fullerton as the City Surveyor. In addition, both Ms. Yelena Voronel and Ms. Linda Mansfield of the City's Engineering Department and Real Estate Division frequently called upon our expertise to assist them when faced with SMA questions, difficult subdivision mapping procedures and boundary issues. Patrick, in his role as head of the Survey Department, oversees the map and document checking activities at KDM, supervising project managers, providing final reviews, and confirming that appropriate assets and resources are allocated to requests. Harris & Associates (for City of Ontario), On -Call Map Checking Services. Survey Manager. Since our map checking contract began in 2016, KDM has performed map checking for over 80 subdivision maps in the City of Ontario ranging from single lot Parcel Maps to 400 lot Tract Maps. Each map has its own unique challenges demanding thorough communication between KDM, City staff, submitting surveyor, owner, and title company, in order to get the map to a state that is satisfactory for all involved. KDM has been a key partner in updating the City's subdivision map processes, standard certificates, and monument standards. Patrick, in his role as head of the Survey Department, oversees the map and document checking activities at KDM, supervising project managers, providing final reviews, and confirming that appropriate assets and resources are allocated to requests. City of Oceanside, On -Call Map Checking Services. Survey Manager. Having been an on -call land surveyor to the City of Oceanside for some years, in 2023, KDM took over Map Checking Services for the City of Oceanside as well. Via a detailed onboarding process, which consisted of meetings with City personnel, routine consultation, and process fine-tuning, KDM has successfully taken over document and map checking services for the City. Prior to this time, the City had been doing map and document checking "in-house"; KDM is now the sole provider of map checking services for the City. Patrick, in his role as head of the Survey Department, oversees the map and document checking activities at KDM, supervising project managers, providing final reviews, and EDUCATION BS, Mechanical Engineering REGISTRATION Professional Land Surveyor, CA CPR/AED Certified confirmina that appropriate assets and resources are allocated to requests - Harris &Associacitx�Councll 15 — 183 7/16/2024 Ali Shahzad, PE I KOA Corporation TRAFFIC PLAN CHECKER Ali Shahzad brings 27 years of experience with a strong working knowledge of traffic and civil engineering. His experience consists of project management and oversight from the concept to the design stage and through construction. His experience specifically includes engineering and traffic signal plan design, engineering and traffic surveys, traffic signal warrants, roadway striping and signage, safety studies, traffic control investigations, traffic calming, signal timing and coordination, signal interconnect, traffic control plan design, and traffic impact studies. Ali is dedicated to utilizing his experience to find creative solutions while completing projects in a timely and cost-effective manner. RELEVANT EXPERIENCE City of Vista, Townsite Complete Street Improvements. Senior Engineer. KOA is providing Complete Street Improvements for the City of Vista. Project locations are: 1) North Drive between Swallow Drive and W. Los Angeles Drive; 2) W. Los Angeles Drive between North Drive and N. Santa Fe Avenue; 3) Townsite Drive between N. Santa Fe Avenue and E. Vista Way; and 4) N. Santa Fe Avenue between Bobier Drive and California Avenue. The design includes sidewalks, ADA ramps, traffic circles (roundabouts), curb extensions, on -street parking spaces, bus stops, intersection lightings, stormwater facilities, bike lanes, green bike lane extensions through intersections, sharrow and high visibility crosswalks, transit shelters, intersection lightings, traffic signal modifications, and mid -block pedestrian traffic signals. This project has been funded with State and Federal funds from a Caltrans Active Transportation Program (ATP) grant, as well as local match funding. The environmental and design phases of the project are using State funds. However, the construction phase will be using Federal funds, and the project is required to follow the Caltrans Local Assistance Program requirements for federally funded projects. Ali oversees QA/QC design plans and coordinates with city staff. City of Big Bear Lake, Moonridge Road Corridor Improvements Project. Senior Engineer. The Moonridge Corridor Improvement is the largest public works project and stands as the most ambitious infrastructure venture in the City of Big Bear Lake's history. It revolutionized the Moonridge Road corridor as a complete street, serving motorists, bicyclists, and pedestrians, featuring a dog bone -shaped roundabout at one end and an oval one at the other. The dog bone roundabout is California's first of its kind. The project received the ACEC California Merit Engineering Excellence Award & the APWA B.E.S.T Award in 2024. Town of Apple Valley, 2022 & 2023 Engineering and Traffic Surveys. Project Manager. KOA provided the Town with two Engineering and Traffic Speed Surveys (E&TS). The 2022 report presented the results and recommendations of an engineering and traffic survey for 16 roadway segments in the Town. A second report for 2023 provided an E&TS for an additional 48 segments. Both surveys were conducted in accordance with the California Vehicle Code (CVC) Section 627 and the CA MUTCD. The surveys were completed to be the basis for the establishment, revision, and enforcement of speed limits for several roadways. The services were requested so that posted speed limits could be updated or established to enable the Police Department and/or other law enforcement to use radar for speed enforcement. Ali oversaw the completion of two ETS reports totaling 70 EDUCATION BS, Civil Engineering REGISTRATION Professional Civil Engineer, CA CERTIFICATIONS Doppler Radar Speed Survey Certified AFFILIATIONS Member, Institute of Transportation Engineers Former President, Institute of Transportation Engineers - San Diego Section Former Chair, SANDAG's SANTEC segments_ He coordinated data collection and speed recommendations - Harris &AssociaCitx Council 15 — 184 7/16/2W4endix xviii Attachment 3-1: Non -Collusion Affidavit Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NOON-COLLU 1ON 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 of shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned t mak ng a false certifis gay subject the certifier to criminal prosecution. Signed' State of Califon 6 County of Subscribed and sworn to (or al pro tc before me. Notary Public Signature � r me on this day of 20 , by me on the basis of satisfactory evidence to be the person(s) who appeared Notary Public Seal City of Santa Ana RFP #24-035 Page A3-1 Harris&AssociaCstxcCounCll 15 — 185 7/16/20?lp ppendix 0 xix 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, or validity of that document. State of California County of On M(,(cV1 before me, (/%6 Date Here Insert Name and title of the O icer personally appeared Soto U20-1 Names) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ��-�- ROSAYMAR S. TAPIA GARCIA Notary Public - California x Contra Costa County Canmisslon 4 2469226 '� ..�•-'' my Comm. Expires Nov 1, 2027 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. 1�7 WITNESS my hand Signature Place Notary Seal and/or Stamp Above OPTIONAL official seal. ure of Notary Public 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: f /'1"i"fi>171tGnY17e1I'� 3`t•I►►Of1'4Ur1V51(}C1 fICYhI Document Date: Maf?,h Xd;LkA Number of Pages: 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: ©2019 National Notary Association Signer's Name'. ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: 0 Harris &AssociacitxcCour1Cll 15 — 186 7/16/202Appendix 0 xx Attachment 3-2: Non -Lobbying Certification Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: I . No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee 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. 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 Harris & Associates, Inc. Signed and Printed Name; Frank S. Lopez, PE, QSD Title Principal -in -Charge Date March 26, 2024 City of Santa Ana RFP #24-035 Page A3-2 Harris&AssociacitxcCouncll 15 — 187 7/16/20?lp ppendix 0 xxi Attachment 3-3: Non -Discrimination Certification Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP #24-035 Page AM Harris&AssociaCstxcCoul'1C11 15 — 188 7/16/20�PPendix 0 xxii 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: Frank S. Lopez, PE, QSD, Principal -in -Charge Firm-. Harris & Associates, Inc. Date: March 26, 2024 City of Santa Ana RPP #24-035 Page A3-4 Harris&Associat�e,'itxcC'ouncil 15 — 189 7/16/20 pendix 0 xxiii Attachment 3-4: Fleet Compliance Certification Appendix ATTACHMENT 3-4. FLEET COMPLIANCE CERTIFICATION CERTIFICATIONS Bidder hereby acknowledges that they have reviewed the California Air Resources Board's policies, rules and regulations and are familiar with the requirements of Title 13, California Code of Regulations, Division 3, Chapter 9, effective on January 1, 2024 (the "Regulation"). Bidder hereby certifies, subject to penalty for perjury, that the option checked below relating to the Bidder's fleet, and/or that of their subcontractor(s) ("Fleet") is true and correct: ❑ The Fleet is subject to the requirements of the Regulation, and the appropriate Certificate(s) of Reported Compliance have been attached hereto. ❑ The Fleet is exempt from the Regulation under section 2449.1(f)(2), and a signed description of the subject vehicles, and reasoning for exemption has been attached hereto. ❑ Bidder and/or their subcontractor is unable to procure R99 or R100 renewable diesel fuel as defined in the Regulation pursuant to section 2449.1(f)(3). Bidder shall keep detailed records describing the normal refueling methods, their attempts to procure renewable diesel fuel and proof that shows they were not able to procure renewable diesel (i.e. third party correspondence or vendor bids). ❑ The Fleet is exempt from the requirements of the Regulation pursuant to section 2449(i)(4) because this Project has been deemed an Emergency, as defined under section 2449(c)(1$). Bidder shall only operate the exempted vehicles in the emergency situation and records of the exempted vehicles must be maintained, pursuant to section 2449(i)(4). X The Fleet does not fall under the Regulation or are otherwise exempted and a detailed reasoning is attached hereto. Name of Bidder: Harris & Associates, Inc. Signature: Name: Frank S. Lopez, PE, QSD Title: Principal -in -Charge Date: March 26, 2024 City of Santa Ana RFP #24-035 Page A3-5 Attachment 3-4 applies to the Regulation for In -Use Off -Road Diesel -Fueled Fleets. Harris does not have any vehicles that fall under the defined vehicles in the regulation. Harris&AssociacitxcCOurlcll 15 — 190 7/16/2024 _ .,#� �' a ,•�� iOPOSAL: Q ffwlr%lwl��olw City Council 15 — 192 7/16/2024 PROPOSER FEE RATE SCHEDULE � I Harris &Associates April 9, 2024 Street Improvement Plan Grading Plan Water Quality Management Plan Geotechnical Report j Land Surveying Documents Legal Description of Dedication Landscape Irrigation Plans Environmental Documents Transportation/Traffic Studies _ Signing and Striping Plans _ j Traffic Signal Plans _ Street Lighting Plans i Miscellaneous Plan Check $195 Note: 1. Rates are subject to a 4% escalation each year of Contract on January 1 st 2. Sub -Consultant fees are subject to a 10% mark-up by Prime Consultant (Harris & Associates) Harris &AssociaCstxcCouncll 15 — 193 7/16/2024 Billing Rates Breakdown � Harris &Associates Title Principal—in-Charge/Vice President 2024 Hourly Rate $315 Principal-in-Charge/Senior Director $300 Project Manager $235 Senior Civil Engineer $215 Plan Check Engineer $195 Assistant Engineer II $175 Assistant Engineer 1 $150 Environmental Reviewer $175 Technical Support $125 Administrative silo Notes: Rates are subject to adjustment due to promotions during the effective period of this schedule and will be escalated 5% on January 1st each year. Unless otherwise indicated in the cost proposal, hourly rates include most direct costs such as travel, equipment, computers, communications and reproduction (except large plan sets). Harris &AssociaCstxcCouncll 15 — 194 7/16/2024 BGB I DESIGN GROUP Landscape Architecture Planning Urban Design CITY OF SANTA ANA RFP 24-035 HOURLY SERVICES SCHEDULE Principal: $180.00/hr. Sr. Project Manager: $140.00/hr. Landscape Architect: $140.00/hr. Senior Landscape Designer: $120.00/hr. Associate Landscape Designer: $100.00/hr. Office Staff $ 75.00/hr. • The City would normally not be billed overtime rates for BGB staff time during normal business hours. • Weekend / Emergency rates outside of normal business hours would be billed at 1.5 times the standard billing rate. • Reproduction and other approved reimbursable expenses will be billed at cost plus 10% overhead. • No mileage reimbursement is requested as a part of this proposal. • The current rates will be valid until January 24, 2027. CitCouncil 15 — 195 7/16/2024 Harris&Associates, Inc.n _411111111- SAN DIEGO 42� IRVINE ONTARIO E N G I N E E R I N G. LOS ANGELES 2023-2024 RATE SCHEDULE CLASSIFICATION HOURLY RATE President/Vice President / Principal / Sr. Project Manager/Dir. OfGeospatial/ $260 Certified Photogrammetrist Project Manager/Technical Manager/Sr. Land Surveyor $229 Assoc. Project Manager/Sr. Engineer/Sr. Designer/Sr. Stormwater Engineer/ $208 Specialist AT/Cloud Registration Specialist/ Land Surveyor/ Engineer II/Designer II $190 Engineer I / Designer I / Project Scientist/ GIS Analyst $184 Sr. Survey Analyst / Sr. Mapping Analyst $175 GIS Coordinator/ Data Scientist $165 Assoc. Engineer / Stormwater Engineer / Stormwater Tech. / Plan Processor $152 Geospatial Specialist/Survey Analyst/ Mapping Analyst $150 Stormwater Inspector $130 3D Artist / Survey Technician $125 Image Technician $110 Information Coordinator $105 1-Man Survey Crew $217 2-Ma n Survey Crew $340 3-Man Survey Crew $433 1. Reproduction and other reimbursable expenses (such as overnight deliveries, mileage, permits, and licenses, etc.) and Client approved subcontractor serviceswill be billed in addition to the above rates with a 10% handling surcharge. 2. This rate schedule is subject to change on an annual basis due to the granting of wage increases and/or other employer benefits to field or office employees during the lifetime of this agreement and Client approved change orders. 3. Overtime is available for critical deadlines at 1-1/2 times the normal rates for office employees. Surveyors' rates are also adjusted automatically for overtime or holiday/weekend work in agreement with the Operating Engineers Union. Client Initials Effective through August 31, 2024 15535 Sand Canyon, Suite 100, Irvine, California 92618 1 949.474.1960 fuscoe.com Harris&AssociaCstxcCOuncil 15 — 196 7/16/2024 f111LeigMon a verdantas company 2024 PROFESSIONAL FEE SCHEDULE LABOR RATES CLASSIFICATION $/HR CLASSIFICATION $/HR Technician I...................................................................................................105 Project Administrator/Word Processor/Dispatcher ......................................... 95 Technician II / Special Inspector...................................................................115 Information Specialist ................................................................................... 135 Senior Technician / Senior Special Inspector...............................................135 CAD Operator ............................................................................................... 160 Prevailing Wage (field soils / materials tester) *...........................................180 GIS Specialist ............................................................................................... 160 Prevailing Wage (Special Inspector) �..........................................................185 GIS Analyst..................................................................................................190 Prevailing Wage (On site Source Inspector, NDT and soil remediation Staff Engineer / Geologist / Scientist............................................................180 O&M)*.......................................................................................................190 Senior Staff Engineer / Geologist / Scientist / ASMR...................................195 System Operation & Maintenance (0&M) Specialist....................................175 Operations / Laboratory Manager ................................................................. 215 Non Destructive Testing (NDT).....................................................................185 Project Engineer / Geologist / Scientist ........................................................ 225 Deputy Inspector..........................................................................................135 Senior Project Engineer / Geologist / Scientist / SMR.................................. 250 Field / Laboratory Supervisor.......................................................................175 Associate......................................................................................................275 SourceInspector..........................................................................................160 Principal ........................................................................................................ 310 City of Los Angeles Deputy Building (including Grading) Inspector .............185 Senior Principal............................................................................................365 See Prevailing Wages in Terms and Conditions GEOTECHNICAL LABORATORY TESTING METHOD $/TEST METHOD CLASSIFICATION & INDEX PROPERTIES Photograph of sample................................................................................ Moisture content (ASTM D2216).................................................................... Moisture & density (ASTM D2937) ring samples ............................................ Moisture & density (ASTM D2937) Shelby tube or cutting ............................. Atterberg limits 3 points (ASTM D4318):........................................................ - Single point, non-plastic........................................................................ - Atterberg limits (organic ASTM D2487 / D4318)........................................... - Visual classification as non -plastic (ASTM D2488)................................... Particlesize: ............................................................................................... - Sieve only 1'/z Inch to#200 (AASHTO T27/ASTM C136/ASTM D6913/CTM 202). - Large sieve 6 Inch to #200 (AASHTO T27/ASTM C136/ASTM D6913/CTM 202). - Hydrometer only (ASTM D7928).............................................................. - Sieve + hydrometer <-3 inch sieve, (ASTM D7928).................................. - Percent passing #200 sieve, wash only (ASTM D1140)........................... Specific gravity and absorption of fine aggregate (AASHTO T84/ASTM C128/ASTM D854/CTM 207)............................................ Specific gravity and absorption of coarse aggregate (AASHTO T85/ASTM C127/CTM 206)............................................................. - Total porosity - on Shelby tube sample (calculated) ............................. - Total porosity - on other sample (calculated) ........................................ Shrinkage limits wax method (ASTM D4943)................................................. Pinhole dispersion (ASTM D4647)................................................................. Dispersive characteristics (double hydrometer ASTM D4221)............................ As -received moisture & density (chunk/carved samples) ........................... Sand Equivalent (AASHTO T176/ASTM D2419/CTM 217).................................. SHEAR STRENGTH Pocket penetrometer.................................................................................. Direct shear (ASTM D3080, mod., 3 points): Consolidated undrained - 0.05 inch/min (CLI)............................................ Consolidated drained - <0.05 inch/min (CD) .............................................. Residual shear EM 1110-2-1906-IXA (price per each additional pass after shear) Remolding or hand trimming of specimens (3 points) ................................ Oriented or block hand trimming (per hour) ................................................ Singlepoint shear....................................................................................... Torsional shear (ASTM D6467/ASTM D7608).................................................. Fee 2024 $/TEST COMPACTION & PAVEMENT SUBGRADE TESTS ..15 Standard Proctor compaction, 4 points (ASTM D698) ..25 - 4 inch diameter mold (Methods A & B)................................................. ..37 - 6 inch diameter mold (Method C)......................................................... ..45 Modified Proctor compaction 4 points (ASTM D1557): 160 - 4 inch diameter mold Methods A & B.................................................... ..90 - 6 inch diameter mold Method C............................................................ 195 Check point (per point)............................................................................... ..15 Relative compaction of untreated/treated soils/aggregates (CTM 216) ........ ...... Relative density 0.1 ft mold (ASTM D4253, D4254)......................................... 155 California Bearing Ratio (ASTM D1883) 195 - 3 point................................................................................................... 120 - 1 point................................................................................................... 200 R-Value untreated soils/aggregates (AASHTO T190/ASTM D2844/CTM 301)..... ..75 R-Value lime or cement treated soils/aggregates (AASHTO T190/ASTM D2844/CTM 301)........................................................................................ 140 SOIL CHEMISTRY & CORROSIVITY 110 pH Method A (ASTM D4972 or CTM 643)......................................................... 180 Electrical resistivity —single point — as received moisture .......................... 165 Minimum resistivity 3 moisture content points (ASTM c187/CTM 643) ........... 135 pH + minimum resistivity (CTM 643)............................................................. 225 Sulfate content - gravimetric (CTM 417 B Part 2)............................................ 215 Sulfate content - by ion chromatograph (CTM 417 Part 2) ............................. 65 Sulfate screen (Hach®)................................................................................ 115 Chloride content (AASHTO T291/CTM 422)..................................................... Chloride content — by ion chromatograph (AASHTO T291/CTM 422)............... Corrosion suite: minimum resistivity, sulfate, chloride, pH (CTM 643) .......... ..20 Organic matter content (ASTM D2974).......................................................... 320 CONSOLIDATION & EXPANSION/SWELL TESTS 385 Consolidation (ASTM D2435):........................................................................ ..55 Each additional time curve......................................................................... Each additional load/unload w/o time reading ............................................ ..95 Expansion Index (ASTM D4829).................................................................... Single load swell/collapse- Method B(ASTM D4546-B, seat, load & inundate only).. 11155 880 Swell collapse Method A up to 10 load/unloads w/o time curves (ASTM D4546-A)........................................................................................ www.leightongroup.com Harris&AssociacitxcC'OUIICIl 15 - 197 170 230 235 265 ..70 270 250 535 200 335 365 ..50 ..50 ..95 140 ..75 ..85 ..35 ..75 ..85 285 ..70 210 ..50 ..45 140 115 310 Page 1 of 4 7/16/2024 /, Lei gMon a '—d—t— 'ompany METHOD $/TEST METHOD TRIAXIAL TESTS Unconfined compression strength of cohesive soil (with stress/strain plot, ASTMD2166)..................................................................................................................145 Unconsolidated undrained triaxial compression test on cohesive soils (UU, ASTM D2850, USACE Q test, per confining stress)..........................................185 Consolidated undrained triaxial compression test for cohesive soils, (CU, ASTM D4767, USACE R-bar test) with back pressure saturation & pore water pressure measurement (per confining stress) ........................................ 400 Consolidated drained triaxial compression test (CD, USACE S), with volume change measurement. Price per soil type below EM 1110-2-1906(X): Sand or silty sand soils (per confining stress).........................................400 Silt or clayey sand soils (per confining stress)........................................535 Clay soils (per confining stress)..............................................................755 Three -stage triaxial (sand or silty sand soils)..........................................700 Three -stage triaxial (silt or clayey sand soils).........................................935 Three -stage triaxial (clay soils).............................................................1,320 Remolding of test specimens....................................................................70 FEE SCHEDULE $/TEST HYDRAULIC CONDUCTIVITY TESTS Triaxial permeability in flexible -wall permeameter with backpressure saturation at one effective stress (EPA 9100/ASTM D5084, falling head Method C):................................................335 Each additional effective stress....................................................................130 Hand trimming of soil samples for horizontal K..............................................65 Remolding of test specimens.........................................................................70 Permeability of granular soils (ASTM D2434)..................................................145 Soil suction (filter paper method, ASTM D5298)....................................................430 SOIL -CEMENT Moisture -density curve for soil -cement mixtures (ASTM D558).......................260 Wet -dry durability of soil -cement mixtures (ASTM D559)1 ...........................1,290 Compressive strength of molded soil -cement cylinder (ASTM D1633)1 .............65 Soil -cement remolded specimen (for shear strength, consolidation, etc.) 1 ............ 250 Compaction (ASTM D558 maximum density) should also be performed - not included in above price CONSTRUCTION MATERIALS LABORATORY TESTING METHOD $/TEST METHOD $/TEST CONCRETE STRENGTH CHARACTERISTICS Concrete cylinders compression (ASTM C39) (6" x 12" and 4" x 8") ................40 Compression, concrete or masonry cores (testing only) <_6 inch (ASTM C42)......45 Trimming concrete cores (per core)...............................................................25 Flexural strength of concrete (simple beam-3rd pt. loading, ASTM C78/CTM 523).....90 Flexural strength of concrete (simple bearn-center pt. loading, ASTM C293/CTM 523)...90 Non shrink grout cubes (2 inch, ASTM C109/C1107)............................................30 Drying shrinkage - four readings, up to 90 days, 3 bars (ASTM C157) ...........430 Length of concrete cores (CTM 531).................................................................45 HOT MIX ASPHALT (HMA) Resistance of compacted HMA to moisture -induced damage (AASHTO T283/CTM 371)...........................................................................2,250 Hamburg Wheel, 4 briquettes (modified)(AASHTOT324)...............................965 Superpave gyratory compaction (AASHTO T312/ASTM D6925).........................375 Extraction by ignition oven, percent asphalt (AASHTO T308/ASTM D6307/CTM 382)............................................................160 Ignition oven correction/correlation values (AASHTO T308/ASTM D6307/CTM 382).........................................................1,445 Extraction by centrifuge, percent asphalt (ASTM D2172)................................160 Gradation of extracted aggregate (AASHTO T30/ASTM D5444/CTM 202)............145 Stabilometer, S-Value (ASTM D1560/CTM 366).................................................285 Bituminous mixture preparation (AASHTO R30/CTM 304)...................................85 Moisture content of HMA (AASHTO T329/ASTM D6037/CTM 370) .........................65 Bulk specific gravity of compacted HMA, molded specimen or cores, uncoated (AASHTO T166/ASTM D2726/CTM 308)..............................................55 Bulk specific gravity of compacted HMA, molded specimen or cores, paraffin -coated (AASHTO T275/ASTM D1188/CTM 308).....................................60 Maximum density - Hveem (CTM 308)............................................................215 Theoretical maximum density and specific gravity of HMA (AASHTO T209/ ASTM D2041/CTM 309).................................................................................140 Thickness or height of compacted bituminous paving mixture specimens (ASTM D3549)...............................................................................................45 Wet track abrasion of slurry seal (ASTM D3910).............................................160 Rubberized asphalt (add to above rates)........................................................+25% BRICK Compression - cost for each, 5 required (ASTM C67).......................................55 Absorption - cost for each, 5 required (ASTM C67)...........................................55 Fee/2024 AGGREGATE PROPERTIES Bulk density and voids in aggregates (AASHTO T19/ASTM C29/ CTM 212) ............55 Organic impurities in fine aggregate sand (AASHTO T21/ASTM C40/CTM 213)....65 LA Rattler -smaller coarse aggregate <1.5"(AASHT0T96JASTMC131/CTM211) ... 215 LA Rattler -larger coarse aggregate 1-3" (AASHTO T96/ASTM C535/CTM 211)....270 Apparent specific gravity of fine aggregate(AASHTOT841ASTMc12atum208) ... 140 Specific gravity and absorption of coarse aggregate (ASTM C127/CTM 206) 44 retained.............................................................................................110 Clay lumps, friable particles (AASHTO T112/ASTM C142)..................................190 Durability Index (AASHTO T210/ASTM D3744/CTM 229)......................................215 Moisture content of aggregates by oven drying (AASHTO T255/ASTM C566/CTM 226)...............................................................45 Uncompacted void content of fine aggregate (AASHTO T304/ASTM C12521 CTM 234)..........................................................140 Percent of crushed particles (AASHTO T335/ASTM D5821/CTM 205)..................145 Flat & elongated particles in coarse aggregate (ASTM D4791/CTM 235)..........230 Cleanness value of coarse aggregate (CTM 227)...........................................225 Soundness, magnesium (AASHTO T104/ASTM C88/CTM 214) ...........................240 Soundness, sodium (AASHTO T104/ASTM C88/CTM 214)..................................695 MASONRY Mortar cylinders 2" x 4" (ASTM C780)...............................................................35 Grout prisms 3" x 6" (ASTM C1019)...................................................................35 Masonry cores compression, <_6" diameter - testing only (ASTM C42).............45 Masonry core shear testing (Title 24).............................................................85 Veneer bond strength, cost for each - 5 required (ASTM C482)........................60 CMU compression to size 8" x 8" x 16" - 3 required (ASTM C140)....................60 CMU moisture content, absorption & unit weight - 6 required (ASTM C140).....55 CMU linear drying shrinkage(ASTMC426).....................................................190 CMU grouted prisms compression test <_8" x 8" x 16" (ASTM C1314).............215 CMU grouted prisms compression test > 8" x 8" x 16"(ASTM C1314).............270 BEARING PADS/PLATES AND JOINT SEAL Elastomeric bearing pads (Caltrans SS 51-3)................................................1,060 Elastomeric bearing pad with hardness and compression tests (Caltrans SS 51-3)......................................................................................1,315 Type A Joint Seals (Caltrans SS 51-2)...........................................................1,735 Type B Joint Seals (Caltrans SS 51-2)...........................................................1,640 Bearing plates(A536).....................................................................................770 www.leightongroup.com Page 2 of 4 Harris&AssociaCstx/cCOUI"1C11 15 - 198 7/16/2024 Vi /1Lei ghton .verdant.. company METHOD $/TEST METHOD REINFORCING STEEL AND PRESTRESSING STRANDS Rebar tensile test, <_ up to No. 11 (ASTM A370)................................................70 Rebar tensile test, >_ No. 14 & over (ASTM A370)...........................................215 Rebar bend test, up to No. 11 (ASTM A370)......................................................70 Rebar bend test, >— No. 14 & over (ASTM A370)..............................................215 Resistance butt -welded hoops/bars, tensile test, <_ up to No. 10 (CTM 670)....70 Resistance butt -welded hoops/bars, tensile test, >_ No. 11 & over (CTM 670)...90 Mechanical rebar splice, tensile test, <— up to No. 11 (CTM 670).......................70 Mechanical rebar splice, slip test, <— up to No. 11 (CTM 670)............................45 Mechanical rebar splice, tensile test, >— No. 14 & over (CTM 670)..................215 Mechanical rebar splice, slip test, >_ No. 14 & over (CTM 670).......................215 Headed rebar splice, tensile test, <_ up to No. 11 (CTM 670) ............................70 Headed rebar splice, tensile test, >_ No. 14 & over (CTM 670) .......................215 Epoxy coated rebar/dowel film thickness (coating) test (ASTM A775/A934) ....... 50 Epoxy coated rebar/dowel continuity (Holiday) test (ASTM A775/A934).............70 Epoxy coated rebar flexibility/bend test, up to No. 11 (ASTM A775/A934).......... 50 Prestressing wire, tension (ASTM A416).........................................................190 Sample preparation (cutting).........................................................................55 FEE SCHEDULE $/TEST STREET LIGHTS/SIGNALS LED Luminaires / Signal Modules / Countdown Pedestrian Signal Face Modules (Caltrans RSS 86)........................................................................1,390 SPRAYAPPLIED FIREPROOFING Unit weight (density, ASTM E605)........................................................................65 FASTENERS / BOLTS / RODS F3125 GRA307, A325 Bolts, tensile test, <— up to 1-1/4" diameter, plain (ASTM A370).................................................................................................70 F3125 GRA307, A325 Bolts, tensile test, <— up to 1-1/4" diameter, galvanized(ASTMA370)...............................................................................80 A490 Bolts, tensile test, <_ up to 1-1/4" diameter, plain (ASTM A370)................70 A490 Bolts, tensile test, <_ up to 1-1/4" diameter, galvanized (ASTM A370) ......80 A593 Bolts, tensile test, <_ up to 1-1/4" diameter, stainless steel (ASTMA37o)... 70 F1554 Bolts, tensile test, <_ up to 1-1/4" diameter, plain (ASTM A370)............110 F1554 Bolts, tensile test, <_ up to 1-1/4" diameter, galvanized (ASTMA370) ... 130 SAMPLE TRANSPORT Pick-up & delivery (weekdays, per trip, <50 mile radius from Leighton office) A10 EQUIPMENT LIST ITEM $UNIT 1/4 inch Grab plates................................................................................5 each 1/4 inch Tubing (bonded)....................................................................0.60 foot 1/4 inch Tubing (single)......................................................................0.40 foot 3/8 inch Tubing, clear vinyl................................................................0.60 foot 4-Gas meter (RKI Eagle or similar)/GEM 2000...................................140 day Air flow meter and purge pump (200 cc/min).........................................55 day Box of 24 soil drive -sample rings.........................................................130 box Brass sample tubes...............................................................................11 each Caution tape (1000-foot roll)..................................................................22 each Combination lock or padlock.................................................................15 each Compressed air tank and regulator.......................................................55 day Concrete coring machine (<-6-inch-dia)...............................................160 day Consumables (gloves, rope, soap, tape, etc.).......................................40 day Core sample boxes................................................................................30 each Crack monitor Two-Dimensional............................................................30 each Crack monitor Thee-Dimensional..........................................................40 each Cutoff saws, reciprocating, electric (Sawzall®).....................................80 day D-Meter Walking Floor Profiler............................................................110 day Disposable bailers.................................................................................25 each Disposable bladders..............................................................................20 each Dissolved oxygen meter........................................................................50 day DOT 55-gallon containment drum with lid.............................................85 drum Double -ring infiltrometer......................................................................135 day Dual -stage interface probe....................................................................85 day Dynamic Cone Penetrometer..............................................................430 day Generator, portable gasoline fueled, 3,500 watts..................................90 day Global Positioning System/Laser Range Finder....................................80 day Handauger set......................................................................................90 day HDPE safety fence (<-100 feet).............................................................40 roll Horiba U-51 water quality meter..........................................................135 day Light tower (towable vertical mast)......................................................150 day Magnehelicgauge.................................................................................15 day Manometer............................................................................................25 day Mileage (will adjust with IRS published rate).......................................0.67 mile Fee/2024 ITEM $ UNIT Moisture test kit (excludes labor to perform test, ASTM E1907) ...........65 test Nuclear moisture and density gauge....................................................88 day Electrical moisture and density gauge..................................................88 Day Pachometer...........................................................................................50 day Particulate Monitor...............................................................................135 day pH/Conductivity/Temperature meter......................................................60 day Photo -Ionization Detector(PID)...........................................................130 day Pump, Typhoon 2 or 4 stage.................................................................55 day QED bladder pump w/QED control box...............................................175 day Quire fee — Phase I only......................................................................250 each Resistivity field meter and pins............................................................200 day Slip / threaded cap, 2-inch or 4-inch diameter, PVC Schedule 40.........20 each Slope inclinometer...............................................................................250 day Soil sampling T-handle (Encore)...........................................................10 day Soil sampling tripod...............................................................................40 day Speedy (R) moisture tester....................................................................10 day Stainless steel bailer..............................................................................60 day Submersible pump with controller.......................................................180 day Submersible pump/transfer pump, 10-25 gpm......................................65 day Support service truck usage (well installation, etc.).............................250 day Survey/fence stakes..............................................................................10 each Tedlar® bags......................................................................................... 25 each Traffic cones (<-25)/barricades (single lane)..........................................55 day Turbiditymeter......................................................................................80 day Tyvek® suit (each).................................................................................25 each Vapor sampling box...............................................................................65 day Vehicle usage (carrying equipment)......................................................20 hour VelociCalc..............................................................................................40 day Visqueen (20 x 100 feet).....................................................................130 roll Water level indicator (electronic well sounder) <300 feet deep well .... 100 day ZIPLEVEL®...........................................................................................40 day Other specialized geotechnical and environmental testing and monitoring equipment are available, and priced per site www.leightongroup.com Page 3 of 4 City Council 15 — 199 7/16/2024 Harris&Associates, nc. %/i Leighton a verdant.. company FEE SCHEDULE TERMS AND CONDITIONS Expiration: This fee schedule is effective through insurance, travel, subsistence, project -specific December 31, 2024 after which non -prevailing wage rates for remaining or additional services will increase by 4% on January 1 st of each year. Proposal Expiration: Proposals are valid for at least 30 days, subject to change after 30 days; unless otherwise stated in an attached proposal. Prevailing Wages: Our fees for prevailing wage work are based upon California prevailing wage laws and wage determinations. Unless specifically indicated in our proposal, costs for apprentice are not included. If we are required to have an apprentice on your project, additional fees will be charged. Prevailing wage rates will increase by $8 on July 1 st of each year. r, Overtime: Standard overtime rate is per California Labor Law and is billed at 1.5 or 2 times their hourly billing rate. Overtime rate for non-exempt field personnel working on a Leighton observed holiday is billed at 2 times their hourly billing rate. Overtime rate for Prevailing wage work is per the California Department of Industrial Relations (DIR) determination and is multiplied at 1.5 to 2 times their hourly billing rate for overtime and double-time, respectively. Expert Witness Time: Expert witness deposition and testimony will be charged at 2 times hourly rates listed on the previous pages, with a minimum charge of four hours per day. Minimum Field Hourly Charges: For Field Technicians, Special Inspectors or any on -site (field) materials testing services: 4 hours: 4-hour minimum charge up to the first four hours of work. 8 hours: 8-hour minimum charge for over four hours of work, up to eight hours. Project time accrued includes portal to portal travel time. Insurance & Limitation of Liability: These rates are predicated on standard insurance coverage and a limit of Leighton's liability equal to our total fees for a given project. Outside Direct Costs: Heavy equipment, subcontractor fees and expenses, project -specific permits and/or licenses, project -specific supplemental Fee/2024 parking charges, shipping, reproduction, and other reimbursable expenses will be invoiced at cost plus 20%, unless billed directly to and paid by client. Invoicing: Invoices are rendered monthly, payable upon receipt in United States dollars. Aservice charge of 1'/-percent per month will be charged for late payment. Client Disclosures: Client agrees to provide all information in Client's possession about actual or possible presence of buried utilities and hazardous materials on the project site, prior to fieldwork, and agrees to reimburse Leighton for all costs related to unanticipated discovery of utilities and/or hazardous materials. Client is also responsible for providing safe and legal access to the project site for all Leighton field personnel. Earth Material Samples: Quoted testing unit rates are for soil and/or rock (earth) samples free of hazardous materials. Additional costs will accrue beyond these standard testing unit rates for handling, testing and/or disposing of soil and/or rock containing hazardous materials. Hazardous materials will be returned to the site or the site owner's designated representative at additional cost not included in listed unit rates. Standard turn -around time for geotechnical-laboratory test results is 10 working days. Samples will be stored for 2 months following completion of assigned tests, after which they will be discarded. Prior documented notification is required if samples need to be stored for a longer time. A monthly storage fee of $15 per bag and $6 per sleeve or tube will be applied. Quoted unit rates are only for earth materials sampled in California. There may be additional cost for handling imported samples. Construction Material Samples: After all designated breaks for a given sample set meet specified compressive at design age or other client - designated strength, all "hold" cylinders or specimens will be automatically disposed of, unless specified in writing prior to the 28-day break. Unless specifically requested otherwise, all other construction materials will be disposed of after completion of testing and reporting. City Council 15 — 200 7/16/2024 Harris&Associates, nc. KDM MERIDIAN Sunreying, Mapping, and Land Semes On -Call Engineering Plan Check Services (RFP No.: 24-035) March 19, 2024 City of Santa Ana Harris & Associates Land Survey Services (Including Land Surveying Documents and Legal Description of Dedication) v.230405 PWR CUST Santa Ana via HAR Firm for initial year of contract term (July 1, 2024, through June 30, 2025), per RFP Section II I.B.3: Fee Proposal. and thereafter subject to a 5% COLI per annum. Principal $240.00 Project Manager $225.00 Project Surveyor $210.00 Survey Technician $170.00 Clerical / Administration / Technical Aide $ 95.00 Expert Witness (4 Hour Minimum) $500.00 Survey Crew (1-person) Prevailing Wage $250.00 Survey Crew (2 persons) Prevailing Wage $360.00 Survey Crew (3 persons) Prevailing Wage $470.00 Rental of Special Equipment or Special Supplies Cost + 5% Subconsultants Cost + 5% Agency Fees Actual Cost Per Diem (Meals & Lodging) GSA Published Rates A minimum of 4 hours per day will be charged for survey crews. Over -time will be charged at 1.35 times the regular rate. Double-time will be charged at 1.75 times the regular rate. The above rates shall be charged portal to portal (time spent on project site plus travel time) excluding meal breaks. KDM Meridian complies with all prevailing wage requirements. The rates noted in this fee schedule are developed taking into consideration the prevailing wage rates current at the time of the original solicitation. It is assumed that all task orders or work issued under this solicitation will, as stipulated by respective laws and regulations, utilize the original solicitation date & DIR number for purposes of prevailing wage rate determinations. In the event that a task order, or equivalent, is issued under this solicitation and assigned a new DIR number resulting in a different wage rate determination than that of the original solicitation, KDM Meridian reserves the right to adjust subject hourly rates to reflect the new prevailing wage determination triggered by the new DIR number. 1340 Reynolds Ave I Suite 110 Irvine, CA 92614 www.KDMMeridian.com Pagel of 1 © 2023 KDM Meridian - All Rights Reserved. Harris&AssociaCstxcCounc11 15 - 201 7/16/2024 KK C•. LOCHNER Professional Services 2024 Rates Regional Manager $350 Program Director $300 Project Manager III $300 Project Manager II $240 Project Manager 1 $190 Engineer IV $300 Engineer 111 $240 Engineer 11 $190 Engineer 1 $170 Engineer Associate 11 $155 Engineer Associate 1 $135 Planner IV $190 Planner 111 $170 Planner 11 $155 Planner 1 $135 Designer 111 $170 Designer 11 $155 Designer 1 $135 Construction Engineer 111 $220 Construction Engineer 11 $200 Construction Inspector 111 $156 Construction Inspector $152 Project Support Specialist 111 $130 Project Support Specialist 11 $115 Project Support Specialist 1 $100 Intern $90 General Provisions: * Project reimbursable expenses are billed at cost. * Project expenses include: Non -commuter automobile mileage ($0.67 per mile) or current IRS rate, postage and special courier expenses, travel expenses, reproduction, subcontractor services and other direct project expenses as requested by the client. * Telephone, equipment, and fax are included in the above hourly costs. * Direct expenses including blacklining, commercial CAD plotting, sub -consultant expense, issuance of specially endorsed insurance certificate, and direct costs are billed at cost plus 5% unless stated otherwise in the proposal. Harris&AssociaCstxcCOuncil 15 - 202 7/16/2024 EXHIBIT 5 AGREEMENT WITH CANNON CORPORATION TO PROVIDE ON -CALL ENGINEERING PLAN CHECK SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 16th day of July, 2024 by and between Cannon Corporation, a California corporation ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On March 19, 2024, the City issued Request for Proposal ("RFP") No. 24-035, by which it sought qualified firms to provide on -call engineering plan check services for the City's Public Works Agency. B. Contractor submitted a responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP 24-035. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional engineering firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Contractor shall perform the services described in the scope of work that was included in RFP No. 24-035, which is attached as Exhibit A, and as more specifically delineated in Contractor's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Contractor is one of five (5) contractors selected to provide engineering plan check services on an on -call basis under RFP 24-035. The total annual compensation for the services provided by all such contractors selected under RFP 24-035 shall not exceed the aggregate amount of Three Hundred Thousand Dollars and Zero Cents ($300,000). The total aggregate amount to be expended by all such contractors during the full term of the Agreement, including extension periods, if any, shall not not exceed One Million Five Hundred Thousand Dollars and Zero Cents ($1,500,000). b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper City Council 15 — 203 7/16/2024 invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for an initial three year term and terminate on June 30, 2027, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for a single, two-year extension upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not City Council 15 — 204 7/16/2024 be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Contractor. a. Minimum Scope and Limit of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1) with a limit no less than $1,000,000 combined single limits. 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 Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. 5. Broader Coverage: if the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions 1. Additional Insured Status: The City, its City Council, its officers, officials, employees, and volunteers are to be covered as additional insureds on the Contractor's CGL, Professional Liability, and Automobile Liability policies, with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connectionwith such work or operations. 2. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation that any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any City Council 15 — 205 7/16/2024 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. 3. Primary Coverage: For any claims related to this contract, the Contractor's insurance coverage shall be primary. 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. 4. Severability of Interest: A severability of interest provision must apply for all the additional insureds, ensuring that Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. 6. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require 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. 7. 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 AXH, unless otherwise acceptable to the City. Claims Made Policies: If any of the required policies provide coverage on a claims - made basis: (1) the Retroactive Date must be shown and must be before the date of the contract; (2) Insurance must be maintained and evidence of insurance must be provided for at least three years after completion 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, Contractor must purchase "extended reporting" coverage for a minimum of three years after completion of work. 9. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. City Council 15 — 206 7/16/2024 10. Subcontractors: Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. 11. 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. 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor City Council 15 — 207 7/16/2024 shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. City Council 15 — 208 7/16/2024 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be City Council 15 — 209 7/16/2024 cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 To Contractor: Gary Solsona, PE, QSD 16842 Von Karman Avenue, Suite 150 Irvine, CA 92606 GaryS@CannonCorp.us A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication City Council 15 — 210 7/16/2024 shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Kyle lesen Assistant City Attorney RECOMMENDED FOR APPROVAL: Na Na b i l Saba Date: 202 07.02 11 3 b29 ba -07'00' Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Alvaro Nunez Acting City Manager CANNON CORPORATION: Name: Title: City Council 15 — 211 7/16/2024 EXHIBIT A - SCOPE OF WORK Appendix ATTACHNIENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL ENGINEERING PLAN CHECK SERVICES RFP NO.24-035 INTRODUCTION The City of Santa Ana is located in the County of Orange in Southern California. The City encompasses 27.5 square miles and a population of over 325,000 people. The City of Santa Ana intends to retain Civil Engineering Consultants on an as -needed or "on -call" basis. A Professional Services Agreement will be entered into with several of the qualified firms Civil Engineering consultant(s) to provide plan check services for a variety of projects on an on -call, as -needed basis, the selected firm(s) may later be asked to provide professional engineering services proposals on specific, project -by -project basis, based on an agreed -upon specific scope of services and fees. In general, work consists of Public Works Engineering plan check services. The plan check may include street improvement plans, grading plans, water quality management plans, storm drain improvement plans, singing and striping plans, traffic studies, traffic signal plans, signal modifications, street lighting plans, traffic control plans, landscape and irrigation plans, land survey documents such as: tract maps, parcel maps, dedication legal description. In the past, the City has utilized professional and administrative staff on as needed basis to meet the goals and objectives of the City in the delivery of quality and on time services. The staff services are an extension to the current workforce and work in conjunction to better serve and complement the needs of the Public Works Agency. In summary, the City of Santa Ana is soliciting proposals from qualified firms to provide engineering and survey plan check services for Public Works. This request for proposal (RFP) provides interested qualified firms with the information enabling them to submit a Service Bid Proposal and to provide the services described herein. The City may select up to five (5) consultants to provide the services described herein. Description of Work: On as needed basis, the Consultant/s will provide the City with engineering and land surveying plan check services to the Public Work Department. The work consists of general engineering plan check for offsite improvements related to land development projects in the City. City of Santa Ana RFP 24-035 City Council age - 5 — 212 7/16/2024 The various plan check services will be for the following areas, including but not limited to: Street Improvement Plans • Grading Plans Water Quality Management Plans Geotechnical Reports • Land Surveying Legal Description of Dedication • Final Map Plan Check Landscape Architectural and Irrigation Environmental • Transportation/Traffic Studies • Signing and Striping Plans • Traffic Signal Plans • Street Lighting Plans In addition to general engineering design projects Consultants may be asked to perform the duties of the City Land Surveyor and sign Final Maps. Consultant Responsibilities: On an as -needed basis, the Consultant(s) will be requested to conduct plan review services for the City, whether through paper submissions or electronic plan review. The City is currently using ProjectDox as its online/electronic plan review platform, and it is required that the Consultant(s) familiarize themselves with this software and any other software the City might use in the future. The City of Santa Ana is dedicated to enhancing the customer experience throughout the plan review process. To achieve this, the City has established a guideline ensuring that the initial plan review will be completed within a maximum of four weeks, followed by a two -week period for the second review, and a one -week turnaround time for any further reviews if necessary. Consultant(s) are required to deliver weekly updates to the City staff, detailing the progress of the plan review, the anticipated completion date, and the hours dedicated to the plan check. Consultants must present their comments to applicants in a list format, as an independent document, which could be easily understood and interpreted on its own. It is essential that Consultants offer clear, detailed comments designed to assist the applicant in achieving plan approval with minimal resubmissions. Consultants(s) are required to provide monthly invoices for the hours dedicated reviewing plans. The City reserves the right to interview any of the plan checkers, or other staff, prior to allowing plan check services. Registered Professional Engineers and Licensed Land Surveyors may be required to sign plans, specifications and contract legal documents. City of Santa Ana RFP 24-035 City Council age - 5 — 213 7/16/2024 Sample Fee Proposal Consultant shall submit a fee proposal as described below. The proposal will be used for fee comparison and evaluation purposes. The proposer shall complete this form and include it along with the billing rates breakdown. This schedule will be used to identify different plan check hourly rate for each different type of plan check. Consultants are to identify their own staff to review different plan types, but only provide to the City an overall hourly rate for each different plan check type. This will only be used for comparison purposes and may be changed if agreed upon by both parties. PROPOSER FEE RATE SCHEDULE COMPANY NAME (date) TITLE Street Improvement Plan $ Grading Plan $ Water Quality Management Plan (WQMP) $ Geotechnical Report S Land Surveying Documents $ Legal Description of Dedication $ Landscape Irrigation Plans $ Environmental Documents $ Transportation/Traffic Studies $ Signing and Striping Plans $ Traffic Signal Plans $ Street Lighting Plans $ Miscellaneous Plan Check $ BILLING RATE Furthermore, this fee proposal will become part of Exhibit B of the Contract Agreement and will be used to compare with an actual work request. City of Santa Ana RFP 24-035 City Council age 5 — 214 7/16/2024 On- a it t +I,, r,f Ak IFA Proposal for gineering Planthelck * Services a RFP #24-1-OV, r_. Cannon Reliable Responsive Solutions . ..- v Table of Contents Page 1. Statement of Qualifications a. Cover Letter......................................................................................................................................2 b. Contract Agreement Statement................................................................................................3 c. Firm and Team Experience..........................................................................................................4 d. Understanding of Need/Schedule of Delivery....................................................................8 e. Relevant Project Experience.....................................................................................................11 f. References........................................................................................................................................14 2. Scope of Services and Schedule Scopeof Services..............................................................................................................................15 Schedule...............................................................................................................................................18 3. Fee Proposal (Submitted as a Separate File) Attachments: • Key Personnel Resumes • 3-1: Non -Collusion Affidavit • 3-2: Non -Lobbying Certification • 3-3: Non -Discrimination Certification • 3-4: Fleet Compliance Certification City Council 15 — 216 7/16/2024 rA Statement of Qualifications City Council 15 — 217 7/16/2024 Ehab Elias, PE Senior Civil Engineer April 9, 2024 City of Santa Ana, Public Works Agency; M-93 20 Civic Center Plaza; Ross Annex, Santa Ana, CA 92701 Subject: On -Call Plan Check Services RFP No: 24-035 Dear Mr. Elias and Proposal Review Committee: The City of Santa Ana (City) is seeking a dependable civil engineering firm to provide engineering plan check services on an as -needed, on -call basis. The plan check team will review commercial, industrial, and residential development plans for compliance with City, County, and State engineering codes and requirements. Cannon has assisted many cities and counties with civil plan check services for development and capital improvement projects. Our interest in this RFP stems from our history delivering successful on -call projects for the City. Our goals align with the City's vision to conserve its neighborhoods, enhance the community, and provide high quality of life for current and future generations. Cannon brings the following benefits to the City: Experienced and Customer -Service -Focused Plan Check Team: Cannon's team is led by development plan check manager and main point of contact, Gary Solsona, PE, QSD, who has more than 22 years of engineering experience. Our four, lead senior plan check engineers, Jay Kanani, PE; Bijan Yazdani, PE; Feldro Esperanza, PE; and Miles Safa, PE have over 100 cumulative years of plan check experience in grading, drainage, hydrology and hydraulic studies, and Water Quality Management Plans (WQMP) for residential, commercial, and industrial land development projects. Specialized Subconsultants: We have selected four subconsultants to join our team. LOR Geotechnical Group, Inc. will provide review of geotechnical review; TJW will provide traffic review; BGB will provide landscape architectural and irrigation review, and ECORP will provide environmental review. Local Experience and Knowledge: Our team brings local experience and knowledge of City and Orange County - based standards, including the requirements outlined as follows: • Santa Ana Municipal Code (Section 8-813), City's Grading Plan and Street Improvement Plan Guidelines, City Ordinance No. 2947 (Sections 147.03.90, 14.03.20, 14.03.21, 14.03.23). Latest editions of the California Building Code, California Plumbing Code, California Residential Code and California Green Code. • Orange County Hydrology Manual, Local Drainage Manual, Model WQMP, and Technical Guidance Document. We have also provided plan check services to the Cities of Fullerton, Chino, Diamond Bar, and El Monte. Past project descriptions and references can be found on pages 11-13. On-Line/Electronic Plan Check Process: In addition to conducting plan review services via paper submissions, Cannon's plan check experience includes conducting on-line/electronic plan reviews via ProjectDox, e-PlanREVIEW (EPR) and Bluebeam Studio. We manage and coordinate our electronic submittals / file sharing based on the City's preferred platform, such as ProjectDox, Sharepoint, Accela, Microsoft OneDrive, or Dropbox. We look forward to the opp tunity to work with the City to achieve its goals and objectives. I am available at the contact methods vide elow should you require additional information or have any questions. Sincerely, Gary Solsona E, QSD Larry . Kraemer, PE Public Works Manager/Senior Project Manager Director, Public Infrastructure 16842 Von Karman Avenue, Suite 150 1050 Southwood Drive, Irvine, CA 92606 San Luis Obispo, CA 93401 2 949.777.1580, E GaryS@CannonCorp.us 2 805.503.4542, E LarryK@CannonCorp.us Contract Agreement Statement A Colifornio Corporation Providing Relioble Responsive Solutions since 1976 We have reviewed Attachment 2, Standard Agreement and accept all provisions. Q xmxss�o '9MN%hI%IN, Firm and Team Experience Firm Background As a full -service engineering, surveying, and construction management firm, we take pride in our ability to offer clients a broad range of services. Our commitment to providing clients Reliable Responsive Solutions, whether the project scope is expansive or more specialized, spans 47 years. Our staff of professionals includes registered civil, structural, mechanical, and electrical engineers; licensed land surveyors; construction managers; funding administrators; instrumentation and controls (SCADA) specialists; Geographic Information System (GIS) specialists; and planners. In addition, we employ experts in 3D scanning and modeling, permitting and compliance, Low Impact Development (LID), and the LEED certification process. With more than 135 professionals, we have extensive experience in general civil plan checking services; map check services; design; surveying services; street rehabilitation, widening, and improvement projects; and major street, storm drain, right-of-way, water, sewer, and dry utility design. Cannon provides preliminary engineering studies and master planning for drainage facilities, hydrology and hydraulics, water utilities, sewer, and dry utilities. We have strong experience in the preparation of engineering documents for each phase of design and construction: conceptual design, preliminary design, final engineering, construction documents, construction support, and construction management. Point -of -Contact Office Locations Services for the City will be provided primarily from our Irvine office with support from our other offices, if needed. Cannon office locations include the following: Irvine 16842 Von Karman Ave Suite 150 Irvine, CA 92606 2 949.753.8111 Ventura 305 S Kalorama St. Suite A Ventura, CA 93001 2 805.544.7407 Financial Stability Los Angeles 11900 W Olympic Blvd. Suite 530 Los Angeles, CA 90064 2 310.664.1166 San Luis Obispo 1050 Southwood Dr. San Luis Obispo, CA 93401 2 805.544.7407 As a growing, financially stable organization, we are proud of the good credit rating we have earned from Dunn & Bradstreet in an industry dominated by fair and poor ratings. Cannon has not been debarred, suspended, or otherwise declared ineligible to contract by any Federal, State, or local public agency, and has not had a contract terminated for breach with a client. Cannon has the financial resources and regular staffing to provide Reliable Responsive Services to the City of Santa Ana. We are able to maintain our proposed project team (including subconsultants) to facilitate the timely and continuous performance of work. For any questions concerning this proposal submittal, please contact Mr. Solsona at the phone numbers or email provided below: Gary Essex A. Solsona, PE, QSD Public Works Manager/Senior Project Manager 16842 Von Karman Avenue,150 Suite Irvine, CA 92606 2 949.777.1580, J 909.234.7857, E GaryS@CannonCorp.us Subconsultants Geotechnical LOR LOR Geotechnical Group, Inc. (LOR) is a multi- disciplinary geotechnical, engineering, and consulting firm providing sound solutions and innovative strategies in the geotechnical, geologic, environmental, and construction inspection fields for their clients since 1988. Their experience includes planned communities, commercial, industrial, and residential development projects, as well as public infrastructure improvements. John Leuer, GE 6121 Quail Valley Court Riverside, California 92507 2 951.653.1760 E jleuer@lorgeo.com Environmental ECORP Consulting, Inc. ENVIRONMENTAL CONSULTANTS Established in 1987, ECORP Consulting, Inc. (ECORP) specializes in assisting government agencies and private clients with a wide range of environmental services. ECORP is a financially sound firm with five offices (Santa Ana, Redlands, Rocklin, San Diego, and Chico) serving clients throughout California. ECORP provides support over the life of a project, from initial baseline studies; to environmental planning, documentation, and review; permit negotiation, liaison with resource agencies, and mitigation design; and through to construction monitoring and compliance reporting. ECORP brings an experienced team of more than 120 CEQA and NEPA specialists, terrestrial and aquatic biologists, wetlands specialists, paleontologists, archaeologists/cultural resource specialists, air quality/ greenhouse gas specialist, noise analysis specialists, geographic information systems (GIS) specialists, and unmanned aerial systems (UAS) pilots. Jesus "Freddie" Olmos Principal Environmental Planner 215 North 5th Street, Redlands, CA 92374 2 909.307.0046 E folmos@ecorpconsulting.com Landscape Architecture and Irrigation DESIGN GROUP Founded in 1979 and incorporated in 1998, BGB Design Group (BGB) has a balance of both public and private clients. Award -winning public projects have included the Avalon Waterfront Urban Design on Catalina Island, the Esplanade in Redondo Beach, the City of Laguna Beach Landscape Resource Document, and the San Clemente Pedestrian Beach Trail. Other noted public projects include parks, creek restoration, trails, libraries, civic centers, and related public facilities. Arthur Guy, ASLA President 3185 C1 Airway Avenue Costa Mesa, CA 92626 2 714. 545.2898 E art@bgb-inc.com Traffic Plan Check 61 Established in 2010, TJW, a California Corporation, is a Small Business Enterprise (SBE) consulting firm that specializes in traffic engineering and transportation planning services. Their team of 14 employees, located in California and Idaho, is comprised of experienced engineers, planners and staff that have extensive knowledge of standards, specifications, and guidelines. Through their project experience, they can effectively provide thorough and comprehensive services for innovative traffic engineering and transportation planning solutions to meet the needs of their clients, stakeholders and the community. Gene Kim, PE, TE Principal Engineer 9841 Irvine Center Dr. #200 Irvine, California 92618 2 949.878.3509 E gene@tjwengineering.com Organization Chart Our key personnel will be principally responsible for working with the City. As Senior Project Manager, Gary Solsona will conduct the presentation if the firm is selected to interview. B Principal-in-Charge Larry Kraemer, PE Point -of -Contact / Senior Project Manager Gary Solsona, PE, QSD Plan Checkers Jay Kanani, PE - Grading/Hydrology/WQMP lijan Yazdani, PE - Grading/Street Improvement Plans Feldro Esperanza, PE - Grading/Hydrology/WQMP Miles Safa, PE, QSD - Grading/Hydrology/WQMP Karena Diep, EIT - Grading/Street Improvement Plans Kaitlin Grabiec, EIT - Grading/Street Improvement Plans Alex Maestre, PE - Street Light Plans - Erin Deviny - Engineering Assistant JI Key Personnel Alternate Point -of -Contact Land Survey and Map Checks Ned Reynolds, PLS Williams Baega, PE, PLS If Mr. Solsona is unavailable to perform as the main point -of -contact, Mr. Kraemer will be available to manage the plan checking team and tasks for the City. Larry Kraemr, PE Principal -in -Charge 1050 Southwood Drive, San Luis Obispo, CA 93401 2 805.503.4542, E LarryK@Can non Corp. us SUBCONSULTANTS Geotechnical LOR Geotechnical Group John Leuer, PE, GE Andrew Tardie, GE Landscape and Irrigation Review BGB Art Guy, ASLA e Environmental ECORP Freddie Olmos Traffic Plans TJW Engineering Gene Kim Current Workload and Staff Availability Cannon's current and anticipated workload allows us to completely and comprehensively fulfill on -call services that may be assigned by the City of Santa Ana as a result of this proposal. As an on -call service provider for many clients throughout Southern California, we understand the importance of meeting project schedules and deliverable deadlines. Tasks requiring the specialized technical services of our subconsultants will be performed under Cannon's direction under a documented Work Plan. Our plan checking team of experienced engineers and land surveyors are supported by qualified, technical staff that will provide needed reviews in an efficient, timely, cost-effective manner. The table below illustrates our key personnel's current workload, and availability. Key Team Members / Role Current Project Workload % Available Gary Solsona, PE, QSD 50% Point -of -Contact / Senior Project Manager Jay Kanani, PE ° 80% Grading/Hydrology/WQMP Bijan Yazdani, PE 80% Grading/Street Improvement Plans Plan check services for Cities of Miles Safa, PE, QSD Grading/Hydrology/WQMP Santa Ana, Diamond Bar, 80% Fullerton, and Chino Feldro Esperanza, PE ° 80/o Grading/Hydrology/WQM P Karena Diep, EIT ° 50% Grading/Street Improvement Plans Kaitlin Grabiec, EIT 50% Grading/Street Improvement Plans Ned Reynolds, PLS Directing Various Land Development and 50% Land Survey and Map Checks Public Works Projects Williams Baega, PE, PLS Various Land Development and Public 50% Land Survey and Map Checks Works Projects Alex Maestre, PE Various Land Development and Public 50% Street Light Plans Works Projects Erin Deviny Various Land Development and Public 50% Engineering Assistant Works Projects John Leuer, PE, GE (LOR) Various Land Development and Public 35% Geotechnical Review Works Projects Jesus "Freddie" Olmos (ECORP) Various Land Development and Public 35% Environmental Works Projects Art Guy, ASLA (BGB) Various Land Development and Public 35% Landscape Architecture and Irrigation Review Works Projects Gene Kim, PE, TE (TJW) Various Land Development and Public 35% Traffic Review Works Projects 0 Understanding Project Understanding of Need/Schedule of Delivery The City of Santa Ana (City) is seeking an engineering consultant to provide complete plan check services on an on -call, as needed basis. The services include review of civil related improvement plans, studies, and reports, including grading, sewer, storm drain, water quality management plans (WQMP), drainage, and erosion control. We have built our team around the understanding that plan check services should be provided by or under the responsible charge of a California Licensed Professional Engineer and Land Surveyor. Our team's plan check experience includes rough grading, precise grading, hydrology and hydraulics, street improvements, street lighting, erosion control, WQMP, survey maps and easement plans, lot line adjustments, utility easements, and map recordation. We've developed a comprehensive and dynamic program to successfully deliver on -call plan checking review services for our clients. We understand the importance of proactive communication, responsiveness, and flexibility. We are accustomed to being ready when called upon for specific assignments to meet your expectations. Our team has the proven ability to streamline the plan check review process based on the systems and templates we've created (such as our plan check log [Figure 1.]) to confirm quality and promptness. Cannon is strongly committed to serving our clients by truly listening to their project objectives, producing quality work, and completing plan check reviews on time or early, and within budget. Figure 1. Sample of Cannon Plan Check Log Approach Cannon's approach to provide plan check and map check services to the City includes the following key components: • Communication Strategy • Experienced Plan Check Team • Plan Check Conformance • Facilitating the Plan Check Process • Electronic Development Plan Checking • Record Keeping and Reporting • Turnaround Time Communication Strategy At the top of this list of key components that will lead to project success is effective communication between our internal review team and the City's Project Manager and Staff. This will confirm we provide the City with the support they are looking for to reduce the impact to politically sensitive areas or disruption to the public. The closest possible rapport will be developed with the City's Project Manager to understand special budget constraints, time schedules, and associated impacts. By building on excellent communications, we will more easily define problem areas, technical requirements, and facilitate a smoother plan check review and approval process. Experienced Plan Check Team Within our highly skilled staff of engineers, project managers, quality assurance / quality control (QA/QC) team, and constructability reviewers are personnel that take their chosen profession very seriously. This team strives for the highest quality of service for each project review. Because our plan check engineers have extensive design experience using local, regional, and other applicable design standards on a day-to- day basis, we can confirm the improvement plans and associated reports and documents will meet the current applicable codes and standards. We have also structured our team to have flexibility with meeting varying workload sizes. In addition to our key personnel, Cannon is home to comprehensive engineering staff who are ready to commence project work immediately, should the need arise. We can meet short-term workload needs by temporarily bringing in other personnel and, with the City's approval, meet long-term needs with the addition or removal of other trained staff. Plan Check Conformance Cannon also understands that, at a minimum, plan check services will be provided in conformance with the most current version of the following documents and standards as applicable: • Grading Plan Guidelines • Street Improvement Guidelines • Conditions of Approval and Title Reports • City of Santa Ana Standard Plans • Master Plans • Municipal Code • Grading Ordinance and Grading Plan Check Requirements • California Building Codes Chapters 18, 33, and Appendix J • APWA Standard Plans and Standard Specification (Greenbook) for Improvements in Public R/W • Caltrans Standard Plans • Orange County Public Works Standard Plans • Approved Specific Plans, Site Plans, Environmental Documents, and/or Tentative and Final Maps • Grants, easements, or vacations as applicable • Traverse, Lot and Tract Boundary Closures for final or parcel maps Subdivision Map Act • Model WQMP • Orange County Technical Guidance Document • CA MUTCD and WATCH Facilitating the Plan Check Process We understand the concern, need, and desire to approve the plan check package at the first submittal. It has been our experience that when plan checks extend three review cycles, there is potentially an issue or concern that has not been addressed up front or there has been a breakdown in communication. We have experienced success in the past by implementing the following approach: • Timely and complete technical reviews of the submitted plans and associated reports. • Sound record keeping and documentation of when plan reviews are submitted and returned, correspondence files, meeting minutes (if necessary), plan check mark-ups, and reference materials. When plan corrections are required, a written plan correction list will be provided to the applicant, or the applicant's agent(s). • With the City's permission, communication between plan reviewer(s) and the engineer/ architect of record through phone calls, e-mails, faxes and/or plan check review meetings, as needed. Keeping our client and the project owners informed through CC's of review memos, a -mails and plan check logs. Thank you Gary and Jay for your diligence on this plan check. On-line/Electronic Plan Review We are committed to sustainable business practices, as we've been performing electronic plan check reviews for the past five years. Our objective with this process is to reduce waste and paper consumption and save money, resources, and time by eliminating mail or courier delivery services for hard copy pack- ages, therefore reducing vehicle emissions. We are aware the City utilizes ProjectDox to perform plan check review of improvement plans, technical studies and other documents. Our plan check team is adept with ProjectDox having received formal training on this cloud -based software alongside City staff and we are currently licensed users with the City. We are familiar with navigating through this cloud -based software, such as: Reviewing open projects and accepting "my tasks." • Adding plan check comments using Changemark tools and Simple Markup tools, basic markup tools (highlighting, measurement, text box, etc.), response functionality, standard Library Comments. Reviewing prior comments to check if they've been resolved. • Resolving prior comments through the Review Comments page. • Using the Compare Files tool to compare resubmittals with prior submittals. • Completing plan check reviews in the E-form window by changing Review Status to "Approved" or "Corrections Required" and filling out the Timesheet Log. Already having experience with navigating and utilizing ProjectDox allows our plan check team to "hit the ground running" on performing plan check reviews with zero learning curve. Figure 2 below is a sample of our on-line/electronic plan check comments. Record Keeping and Reporting Through years of experience, we have developed streamlined procedures that produce timely, accurate, and consistent plan reviews. Submitted improvement plans will be logged into a plan check log. The plan check log (see Figure 1 on page 7) tracks the engineer of record, types of improvement plans submitted, date submitted, due date to be completed, and any significant comments or submittal requirements outstanding for that plan review. Cannon will provide regular updates (and as requested by the City) of the status of plan reviews to report progress and anticipated return dates of outstanding plan check projects. As part of our project controls, Cannon will keep a record of when plans are received and returned in our plan check log. Excellent communications will allow us to define questionable areas, technical requirements, and to facilitate a smooth review and approval process. Turnaround Time We take no exception to the turnaround time as outlined in the City's RFR If expedited reviews are requested, we are open to having discussions with the City and implementing these types of reviews. Figure 2. Sample of On-line/Electronic Plan Check Comments rR- e- 003 Precise Grading Plan ..pdf Vl A Mn°fafe - Review - Measure - Ribloh - C(JVS T IOU( 1' 110h N(YI'LS LP]Cl� r.SAIMATED Qunurrrrrraw �j�piD ® ..•....,.�,.. "•,�` '� : 0"— EnglneaFa 65urveyo.e 0 o s • I� WAW nve(�n>Q - �1 � PRBGI'SB GAAUING %AN amu w ♦ N C[Puxee AV6106 SA ® m NTA AN&,. CA B2Poz xn CJ nth 9 i • ea On -Call Plan Check Services Santa Ana, California Key Project Team Members • Gary Solsona, PE, QSD Senior Project Manager • Jay Kanani, PE Senior Plan Checker • Bijan Yazdani, PE Senior Plan Checker • Feldro Esperanza, PE Grading/Hydrology/WQMP • Miles Safa, PE, QSD Grading/Hydrology/WQMP • Alex Maestre, PE Street Light Plans • Karena Diep, EIT Plan Checker • Kaitlin Grabiec, EIT Grading/Street Improvement Plans • LOR Geotechnical Review On -Call Professional Engineering Services Private Development Plan Check Fullerton, California Key Project Team Members • Gary Solsona, PE, QSD Senior Project Manager • Jay Kanani, PE Senior Plan Checker • Bijan Yazdani, PE Senior Plan Checker • Miles Safa, PE, QSD Grading/Hydrology/WQMP • Karena Diep, EIT Plan Checker • Kaitlin Grabiec, EIT Grading/Street Improvement Plans • LOR Geotechnical Review Fees: $ 1,947,132 Project Dates: July 2019 - In Progress Reference: Ehab Elias, PE Senior Civil Engineer City of Santa Ana 20 Civic Center Plaza, M-93, Santa Ana, CA 92701 2 714.647.5627 E EElias@santa-ana.org Fees: $865,341 Project Dates: December 2018 - In Progress Reference: Juan Zavala, PE City of Fullerton 303. W. Commonwealth Ave., Fullerton, CA 92832 2714.738.6322 EJZavala@cityoffullerton.com On -Call Enciineering Pi -i Check Services RFP #24-035 Cannan 11 Cannon provided on -call civil engineering plan check and map check services on more than 100+ development projects for the City of Lancaster. As part of our on -call contract with the City, Cannon reviewed grading and drainage plans, erosion control plans, hydrology and hydraulic reports, storm drain improvement plans, street improvement plans, water improvement plans, sewer area studies, sewer improvement plans, landscaping and irrigation plans within a landscape maintenance district (LMD), street light improvement plans and voltage drop calculations, soil/geotechnical reports, bond estimates, final mapping, and other documents. Cannon's Plan Check Team reviewed the conditions of approval, reference material, City standard plans, plan checklist requirements and accessibility for projects constructed in the City for conformance with City Codes and ordinances, including the County Grading Code and Manual, "Greenbook" Standard Specifications for Public Works Construction, County Standards and Design Manual, California Building Codes, Los Angeles County Hydrology Manual and Los Angeles County Flood Control Hydraulic Design Manual. Extensive coordination was required between the different City departments and engineer of record to confirm quick turnaround times. Cannon provided reviews in Bluebeam Revu and transmitted plan check submittals using the City's Accela website. Cannon provided broad -based plan checking duties for the City of El Monte. Plan check services include grading, soils report reviews, storm drain, hydrology reports, LID reports, street improvement plans, parcel/ tract maps, condominium plans, easements, and lot line adjustments. On -Call Civil Plan Check Services Chino, California �+-_ro.�p�a•-...Vw�v'^ 1- ����•^,. Vey �y ' 4�tiw+ ert y AL Key Project Team Members • Gary Solsona, PE, QSD Senior Project Manager • Jay Kanani, PE Senior Plan Checker • Bijan Yazdani, PE Senior Plan Checker • Feldro Esperanza, PE Grading/Hydrology/WQMP • Miles Safa, PE, QSD Grading/Hydrology/WQMP • Alex Maestre, PE Street Light Plans • Karena Diep, EIT Plan Checker • Kaitlin Grabiec, EIT Grading/Street Improvement Plans • LOR Geotechnical Review Fees: $693,090 Project Dates: July 2020 - In Progress Reference: Jesus Plasencia, PE Assistant City Engineer City of Chino 13220 Central Avenue, Chino, CA 91710 2 909.334.3417 E jplasencia@cityofchino.org On -Call Enciineering Pi -i Check Services RFP #24-035 Cannon 13 References The following is a list of clients we've worked with in the recent past who can attest to our commitment to excellence, reliability, and responsiveness. Please feel free to contact them as you see fit. Ehab Elias, PE Senior Civil Engineer City of Santa Ana 20 Civic Center Plaza Santa Ana CA 92701 2 714.647.5400 E EElias@santa-ana.org wop- J Juan Zavala, PE Principal Civil Engineer City of Fullerton 303 W. Commonwealth Avenue Fullerton, CA 92832 2 714.738.6322 E JZavala@cityoffullerton.com Stephen Carillo, PE Senior Engineer City of Lancaster 44933 Fern Avenue Lancaster, CA 93534 2 661.723.5845 E scarrillo@cityoflancasterca.org rA ape of Services and Schedule City Council 15 — 231 7/16/2024 Scope Of Services The scope for potential tasks includes the following Street Improvement Plans Cannon will review street improvement plans, utilizing the City's street improvement plan guidelines, provide comments and recommend for approval. We will check for compliance with City adopted standard drawings, specifications, ADA standards, and applicable regulations using Cannon's in-house plan check list or as provided by City staff. Services will include initial and subsequent reviews, full or partial plan review services, interaction with the City and recommendations to the City staff for final approval. To confirm adequate document preparation, we will attend project status meetings with the City staff (upon request) and with others as required to discuss status and/or details of the project. We will verify code compliance of street geometrics, typical sections showing cross slopes, centerline, right-of-way, dimensions and applicable construction notes, verify minimum/maximum street profile grades, grade breaks, vertical curve info, review street profiles of centerline, left and right curbs, confirm AC/AB pavement structural section complies with City standard and/or geotechnical report recommendations, station/elevations at key locations, curb ramp details, driveway details, working design sections, proposed drainage devices such as catch basins with local depressions, and review "join" conditions at limits of work. For any work within Caltrans Right -of -Way (intersecting Interstate 5 and State Routes 55 and 22), we will verify compliance with the Caltrans Standard Plans and Standard Specifications. Grading Plans Cannon will review rough grading plans for substantial conformance to the approved documents from the entitlement process, including but not limited to tentative map, drainage concepts (hydrology and hydraulics), and preliminary WQMP. Review of precise grading plans consists of verification of detailed finish grade elevations to show drainage patterns, flow lines for lot drainage, proposed paving, and that grading plans are signed and sealed by a registered civil engineer. The review may include identifying previous preliminary grading permits issued for the project site. Hydrology Studies and Hydraulics Calculations Cannon will provide preliminary design review of hydrology/hydraulics technical reports for proposed private development projects and attend City design review meetings as necessary. Cannon will apply our current plan check experience on drainage projects with the City's specific requirements, such as 1) verifying the new site development will not place additional stress on the existing drainage system, 2) verify storm frequency of 100 years will not exceed the ultimate street right-of-way and 3) sump conditions will carry a 100-year storm frequency and have a secondary "emergency overflow" outlet. Additionally, we will verify the proposed finished floor elevation of residential buildings are minimum of one foot higher than 100-year flood. Water Quality Management Plans Cannon will review the WQMP Report submittals to confirm compliance with the 2011 Orange County Model WQMP, the 2013 Orange County Technical Guidance Document (TGD) and local jurisdictional runoff management program. Our review of each WQMP submittal will consist of identifying the process that Permittees will employ for developing a Water Quality Management Plan for new development and significant redevelopment projects. We review each project proponent to implement a program that requires structural Best Management Practices (BMPs) on Priority Development Projects to be designed, constructed, and maintained to remove pollutants in storm water to meet the criteria set forth in the TGD, and existing Hydromodification Management Plan (HMP). Our review will include the following: • Verify accuracy of project address, description, site information, the owner's information, or the person for signing the certification of ownership • Verify the condition of approval is addressed in the proposed WQMP Report. • Confirm if Hydrologic Condition of Concern (HCOC) exists and verify the receiving waters. • Verify the Potential Stormwater Pollutants on the project. • Verify low -impact -development (LID) best management practices (BMP) selection and project conformance analysis. • Conform LID BM Ps follow the hierarchy of infiltration, evapotranspiration, harvest/re-use, and biotreatment. • Verify that non-structural and structural source control BMPs are incorporated in the report and onto WQMP Site Plan. • Verify if project qualifies for Water Quality Credits. • Confirm that BMP inspection and maintenance schedule are listed, and the responsible party and the minimum frequency of activities are tabulated in the report. • Confirm the that Operations and Maintenance Plan is prepared and included • Verify the final submittal for recordation of WQMP Report includes necessary documents. Geotechnical Reports LOR Geotechnical Group, Inc. (LOR), will provide the following scope items: • Review geotechnical plans, and/or reports prepared by others and submitted to the City. • Generate geotechnical review comments based on current City, County, and/or State standards. Prepare written comments or approvals by a state licensed Geotechnical Engineer. Land Surveying, Legal Description of Dedication and Final Map Plan Check Cannon's Survey Team is experienced in processing and reviewing tract and parcel maps, legal descriptions for easements, dedications, abandonments, and lot line adjustments. Cannon will review provided title reports and documents, and research previously filed maps in the area of the applicant's submittal for existing conditions to be taken into consideration by the applicant. The application will be reviewed for technical correctness and standard of care. Drafting standards will be reviewed for compliance with Subdivision Map Act requirements and clarity, along with survey calculations and spell checking. Recommendations will be made on all of the above in written format. Direct interaction with the Applicant during the plan check process can be helpful to ensure a timely plan check review. We encourage the city to consider authorizing such coordination. Landscape Architectural and Irrigation Our team will review landscape and irrigation plans, which include water use calculations, to confirm the plan is prepared by a licensed landscape architect, includes an irrigation system layout with the location of controllers and points of connection with data on valve sizes and gallons per minute (GPM), the size and location of sleeves and all spray heads, including the location of conventional systems and drip systems; an irrigation legend with complete specifications; irrigation notes and construction details of all assemblies and components; a recommended irrigation schedule, preferably on an annual basis; and a summary block on the initial page of submitted plans that will present information clearly and accurately. We will review that the landscape plan includes a Plant Legend containing; plant symbol, scientific name of plant material, common name of plant material, plant container size, and plant spacing. We will confirm that proposed landscaping shall be compliant with the City of Santa Ana's Landscape Water Conservation Ordinance Chapter 41, Article XVI of the Santa Ana Municipal Code and Water Efficient Landscape ("Guidelines") Appendix A. Environmenta ECORP will provided the following environmental scope items: • Review project plans, specifications, environmental documentation, and relevant permits to understand the proposed development's scope and potential environmental impacts. • Confirm compliance with local, state, and federal environmental regulations, including, but not limited to, the California Environmental Quality Act (CEQA), Clean Water Act (CWA), Endangered Species Act (ESA), and air quality regulations. • Provide an environmental plan check report documenting findings, mitigation measures, and recommended conditions of approval. • Confirm plans and specifications align with the City's commitment to sustainable development and environmental stewardship, aiming to protect natural resources. Transportation/Traffic Studies We will verify conformance to specific circulation plans, including transportation management plans, master plans of streets and highways, general circulation plans and coordination of these plans with those developed by metropolitan planning organizations. Signing and Striping and Traffic Signal Plans Cannon will verify conformance with applicable traffic engineering design standards, such as California MUTCD, Caltrans Traffic Manual, Caltrans Highway Design Manual, American Association of State Highway, Work Area Traffic Control Manual, and National Association of City Transportation Officials Bikeway Design guide for bicycle facilities. Our review will also assess various Intelligent Transportation System (ITS) component designs (including changeable message signs, closed circuit television, etc.), traffic safety studies, speed zone surveys, "red light" camera investigations, parking studies, demonstration projects, bicycle studies and facilities design, transit studies, truck studies, traffic studies for new development, and traffic signal coordination timing development. We will verify that striping construction notes are referencing the appropriate Caltrans Standard Plans A20A through A20G for striping and A24A through A24H for pavement markings. We will also verify other traffic related items meet minimum standards, such as lane widths, taper lengths, sign placement, crosswalk width, etc. Street Lighting Plans Cannon will provide plans review for street lighting and voltage drop calculations in compliance with the City's Lighting Standards. Work will include public street lighting plan checking and voltage drop calculation services in the City. There will be coordination with client and utility consultant to verify electrical service pedestal locations and street light standard specification. Voltage drop calculation services will include verifying voltage drop for branch circuits and adequate wire and conduit sizing for the street lighting project. Plan check requirements, specific City design guidelines for street lighting and conformance of current electrical, state, and jurisdictional standards/codes will be verified. Quality Assurance / Quality Control Program Cannon has earned a strong reputation for product delivery and professional service. We have built and continue to develop internal control processes that incorporate peer review and progress reporting to help projects meet established design and review guidelines, remain within budget, and stay on schedule. We take a proactive approach to project management, with an emphasis on project and review process familiarity, open communication, quality and cost control, and project scheduling. Processes include a Work Product Review (WPR) Program, project "Look Backs," Project Progress Reviews, plan check checklists, and an Earned Value Analysis (EVA) program. In addition, we employ cost savings strategies that have been effective in managing projects for public and private industry clients. These strategies may include: cost benefit analysis and value engineering reviews; alternative technologies review or innovative approach analysis; and the use of plan check review control logs. Our work -flow incorporates quality review processes to confirm compliance with standards, and that our engineering services are accurate, efficient, and fully Workflow Chart meet our clients' expectations. We place an emphasis on "getting it right the first time." Deliverables We recognize the importance of providing accurate, detailed, and high -quality deliverables. It is critical that plan check redlines and the comment letter clearly illustrate the necessary information to produce a successful project. Many of our Cannon design staff have also worked in our Construction Management Department, gaining meaningful insight on the importance of well-defined plans, specifications, and bid item quantities. Our Project "Look Backs" are not only conducted from the designer perspective, but also from our managers perspective, to further develop our design team's accuracy in work products. We have illustrated our plan check work -flow process below. Schedule We will comply with the guidelines stated in Attachment 1 of the RFP, confirming the initial plan review will be completed within a maximum of four weeks, followed by a two -week period for the second review, and a one -week turnaround time for further reviews, if necessary. Alk If no further comment ✓ �� recommend for permit approval City of Santa Ana Cannon Logs Cannon Plan WPR process is _ _� City issues a Assigns Project in Systems Checker Review completed _�_� _ _ _ PPropeer permit 41 rA Attachments Key Personnel Resumes 3-1: Non -Collusion Affidavit 3-2: Non -Lobbying Certification 3-3: Non -Discrimination Certification 3-4: Fleet Compliance Certification City Council 15 — 236 7/16/2024 Gary Solsona, PE, QSD Point -of -Contact/ Senior Project Manager Professional Registration • Civil Engineer, California, N o. 68420 • Qualified SWPPP Developer — Practitioner #234666 Education • Bachelor of Science, Civil Engineering, California State Polytechnic University, Pomona, California Professional Affiliations • Member — ASCE, ACEC and APWA • Past Board Member — Filipino American Society of Architects and Engineers Office: Irvine, California Mr. Solsona has 22 years of civil engineering experience with on -call contracts for public works, consisting of plan check and map check assignments, civil engineering design, award -winning roadway widening, street rehabilitation and intersection improvements, sound wall and retaining wall design, and preparation of traffic control plans and project study reports. He is recognized in the industry as an ADA design specialist. His proactive approach is carried out seamlessly through project management, engineering design development, and construction support services to public agencies throughout Southern California. Mr. Solsona has a proven track record in providing innovative, cost -saving, and sustainable solutions (such as alternative pavement rehabilitation methods, including full depth reclamation and cold -in -place recycling) on numerous street improvement projects for major arterials and residential streets. Select Relevant Experience • City of Santa Ana Development Plan Check Services, Santa Ana, California • City of Fullerton Private Development Plan Check Services, Fullerton, California • City of Chino Development Plan Check and Map Check Services, Chino, California • City of Lancaster Permit Plan Check Services, Lancaster, California • City of Huntington Beach, Plan Check Services, Huntington Beach, California • City of El Monte As -Needed Plan Check Services, El Monte, California Gary Solsona has led our General Civil Plan Check team to successfully complete more than 700 general civil plan check and subdivision map check assignments over the past two years. l Licenses and Certifications • Professional Civil Engineer, California No. 48353 Education • Bachelor of Science, Civil Engineering, University of Oklahoma, Oklahoma / Advanced Concrete Design / Advanced Hydrology Office: Irvine, California Licenses and Certifications • Professional Civil Engineer, California No. 68211 Education • Bachelor of Science, Civil Engineering, West Virginia University, West Virginia • U.S. Army Corp of Engineers Contractor Health and Safety — Construction Safety Hazard Awareness EM 385 1-1 and OSHA 30 Hours Office: Irvine, California Jay Kanani, PE Grading/Hydrology/WQMP Mr. Kanani has more than 28 years of experience as a senior civil engineer providing general plan check services, design and QA/QC for capital improvement and various residential and commercial land development projects. He confirms compliance with Department of Public Works/Engineering standards and design policies, as well as conditions of approval for development projects. Mr. Kanani has four years of experience working in the public sector and has provided plan check services of grading plans and WQMPs. His experience includes storm drain, sanitary sewer, water system, open channel, and FEMA detention basin and flood study. Select Relevant Experience • City of Santa Ana Development Plan Check Services, Santa Ana, California • City of Fullerton Private Development Plan Check Services, Fullerton, California • City of Chino Development Plan Check and Map Check Services, Chino, California • City of Diamond Bar Plan Check, Map Check, and Inspection Services, Diamond Bar, California • City of El Monte As -Needed Plan Check Services, El Monte, California • City of Corona Plan Check Services, Corona, California Bijan Yazdani, PE Grading/Street Improvement Plans Mr. Yazdani has more than 35 years of experience as a senior civil engineer providing QA/QC and general plan check services for capital improvement and land development projects to confirm adherence to the Departments of Public Works/Engineering standards and design policies and conditions of approval for development projects. Mr. Yazdani's project experience includes roadway design, drainage design, right-of-way, grading plans, storm drain plans, street improvement plans, signing and striping plans, and water and sewer plans as well as checking of tract and parcel maps, lot line adjustments, and easement documents. Select Relevant Experience • City of Santa Ana Development Plan Check Services, Santa Ana, California • City of Fullerton Private Development Plan Check Services, Fullerton, California • City of Chino Development Plan Check and Map Services, Chino, California • City of Lancaster Permit Plan Check Services, Lancaster, California • City of Diamond Bar Plan Check, Map Check, and Inspection Services, Diamond Bar, California • City of El Monte As -Needed Plan Check Services, El Monte, California • City of Menifee Civil Plan Check Services, Menifee, California Ned Reynolds, PLS Survey and Map Checks Mr. Reynolds brings more than 35 years of experience in the surveying field working with a variety of survey equipment such as manual and robotic total stations, static, RTK, and network GPS. As a land surveyor, he has served in the field and office on numerous public infrastructures, land development, industrial, residential, and commercial construction projects. As a mapping specialist his responsibilities include directing field crews, Professional Registration establishing boundaries and annotation using AutoCAD Civil 3d for • Professional Land Subdivision, Record of Survey and ALTA Survey. He prepares Tract Maps, Lot Surveyor, California, No. Line Adjustments, Legal Descriptions for Easement Deeds, and Certificates of 7725 Correction and Condominium Plans. Professional Affiliations • California Land Select Relevant Experience Surveyors Association — • Alta Survey, followed by Tract No. 17747, Lighthouse project for Taylor State Chapter Morrison, City of Costa Mesa, California Softward Skills • Field surveying, boundary resolution, and topographic surveying Tract Nos. • AutoCAD (Civil 3D, Map) 77096 and 77097, Edgewood project for City Ventures Homebuilding, City • Trimble Business Center of Long Beach, California • Trimble Access • Legal -Aid • Field surveying, boundary resolution, and topographic surveying for an ALTA survey followed by Lot Line Adjustment No. LL 0000795 and Tract Office: Irvine, California No. 19021, Nolin project on Lincoln Avenue (East of Beach Blvd.) for Landsea Homes, City of Anaheim, California s. 6 Professional Registration • Registered Civil Engineer, California, No. 34996 • Registered Geotechnical Engineer, California, No. 2030 Education • Bachelor of Science, Civil Engineering, Cal State University at Northridge, California John Leuer, PE, GE Geotechnical Review Mr. Leuer has over 35 years of professional experience in the geotechnical and civil engineering field. In this time, Mr. Leuer has developed an extensive knowledge of the many technical considerations involved in construction in the southern California area. Mr. Leuer is highly experienced in each aspect of soil and foundation engineering for a wide variety of projects ranging from multi- story commercial and industrial structures to several thousand acre planned community developments. Mr. Leuer has substantial experience coordinating projects for many city, county, and state agencies as well as in the public sector, gaining a reputation for being responsive to clients needs while providing strong technical expertise. Select Relevant Experience • City of Santa Ana Development Plan Check Services, Santa Ana, California • City of Fullerton Private Development Plan Check Services, Fullerton, California • City of Chino Development Plan Check and Map Check Services, Chino, California • City of El Monte As -Needed Plan Check Services, El Monte, California Office: Riverside, California Jesus "Freddie" Olmos Environmental Mr. Olmos' professional experience involves CEQA and NEPA analysis and ^� document preparation for government agencies and private clients. He has prepared and managed a variety of environmental documents, including Initial Studies/Mitigated Negative Declarations (IS/MNDs), Environmental Impact Reports (EIRs), Environmental Impact Statements (EISs), Environmental Assessments (EAs), and Findings of No Significant Impact (FONSIs), including Addendum CEQA/NEPA documentation. While his experience focuses on ECORP Consulting, lnc. environmental report writing and permit preparation, he also has experience ENVIRONMENTAL CONSULTAN Ts with biological resources monitoring and surveying for public facilities Licenses & Certifications construction and research projects. • Advanced NEPA Workshop, National Association Select Project Experience Summary of Environmental • On -Call Environmental Services, City of Costa Mesa, Costa Mesa, Professionals, 2020 California • Caltrans Environmental Compliance Training • Santa Ana River Trunk Sewer Replacement (SARTS) Project, Riverside, Course California Education • Modjeska Park Underground Stormwater Detention and Infiltration System • Bachelor of Arts, Project, Anaheim, California Environmental Analysis and Design, with a Minor • Environmental Permitting and CEQA Document Processing Services, in Urban and Regional Multiple Counties, Golden State Water Company, California Planning, University of • On -Call Environmental Services, Riverside County Flood Control and California, Irvine Water Conservation District, Riverside, California Arthur Guy, ASLA, CLIA Landscape Architecture and Irrigation Arthur Guy has over 40 years of landscape architecture and irrigation design experience; the previous 20 years as Principal with BGB. Mr. Guy directs a comprehensive approach to irrigation design the firm and serves as the \�\ DESIGN GROUP technical liaison pertaining to water management issues which arise during the ------�----- planning, design, and implementation phases of projects. Mr. Guy's knowledge Professional Registration of horticulture extends from high desert to tropical bioregions, enabling him • Registered Landscape to effectively design planting and irrigation systems appropriate to individual Architect, California, No. environmental requirements. Additionally, Mr. Guy provides landscape and 2214 irrigation plan check services relating to the City of Rancho Santa Margarita's Water Conservation Landscape Ordinance. Recent projects include a one - Education mile Class I Bike Trail, "Smart Street" improvement project for N. El Camino • Bachelor of Science, Real, City of San Clemente, and as an on -call consultant for the City of Landscape Architecture Newport Beach; median / parkway renovation projects for a one -mile reach Professional Affiliations of West PCH and a turf replacement median project along Jamboree Blvd. • American Society of Currently, BGB is an on -call consultant for the City of Gardena involved in park Landscape Architects, Full renovation master planning for the city. Member Vr Gene Kim, PE, TE Traffic Review Professional Registration • Registered Civil Engineer, CA, No. C83175 • Registered Traffic Engineer, CA, No. TR2684 Professional Affiliations • Bachelor of Science, Civil Engineering Mr. Gene Kim, PE, TE is a licensed Civil and Traffic Engineer in the State of California with over 16 years of traffic engineering experience in both private and public agencies. Most recently, he served a 7-year tenure as a public agency City Traffic Engineer where he was involved in various aspects of the traffic engineering field including municipal and community engineering and outreach, engineering design/ analysis, consultant staff oversight, CIP project management, traffic engineering and transportation planning plan check and study review, and administrative involvement in the Public Works Commission and City Council. He also has design -build experience (MOT design and traffic analysis lead) that he gained while working on the SR-91 Corridor Improvement Design Build project. Select Relevant Experience • City of Beaumont Beaumont Avenue Traffic Signal Mod Projects • City of Beaumont Transportation Planning and Engineering Review • Pacific Square Mixed -use Project Engineering Design, San Gabriel 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 mariner, 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 all also co5Aitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that mak)false ce ' ication may subject the certifier to criminal prosecution. Signed State of Calif nia 4 County of Subscribed and swo rn to (or affirmed) before me on tivs day of 202� by ►- So &4, I , proved to me on the basis of satisfactory evidence to be the person(;) who appeared ore m VERONICA TORRES W otary Public - California Orange County ?:Commission k 2473516 Comm. Expires Dec 17, 2027 Notary Public Seal City of Santa Ana RFP #24-035 City Council Page405-1_ 242 7/16/2024 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and subinitting 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 Cannon Corporation Signed and Printed Name: Gar Titic Public Works Mana Date April 9, 2024 City Council Page A15- 243 7/16/2024 Appendix ATTACHMENT 3-3: NUN-DISCRINHNATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 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. 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 Page A1-5 — 244 7/16/2024 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: _ zpuzicorks Manager Firm: Cannon Corporation Date: Aril 9, 2024 City Council Page A14— 245 7/16/2024 Appendix ATTACHMENT 3-4: FLEET COMPLIANCE CERTIFICATION CERTIFICATIONS Bidder hereby acknowledges that they have reviewed the California Air Resources Board's policies, rules and regulations and are familiar with the requirements of Title 13, California Code of Regulations, Division 3, Chapter 9, effective on January 1, 2024 (the "Regulation"). Bidder hereby certifies, subject to penalty for perjury, that the option checked below relating to the Bidder's fleet, and/or that of their subcontractor(s) ("Fleet") is true and correct: ❑ The Fleet is subject to the requirements of the Regulation, and the appropriate Certificate(s) of Reported Compliance have been attached hereto. ❑ The Fleet is exempt from the Regulation under section 2449.1(f)(2), and a signed description of the subject vehicles, and reasoning for exemption has been attached hereto. ❑ Bidder and/or their subcontractor is unable to procure R99 or R100 renewable diesel fuel as defined in the Regulation pursuant to section 2449.1(f)(3). Bidder shall keep detailed records describing the normal refueling methods, their attempts to procure renewable diesel fuel and proof that shows they were not able to procure renewable diesel (i.e. third party correspondence or vendor bids). ❑ The Fleet is exempt from the requirements of the Regulation pursuant to section 2449(i)(4) because this Project has been deemed an Emergency, as defined under section 2449(c)(I 8). Bidder shall only operate the exempted vehicles in the emergency situation and records of the exempted vehicles must be maintained, pursuant to section 2449(i)(4). %VT The Fleet does not fall under the Regulation or are otherwise exempted and a detailed reasoning is attached hereto. Name of Bidder: Cannon Corporation Signature: Name: Gary Solsona, PE, QSD Title: Public Works Manager Date: April 9, 2024 City Council Page AI 5 — 246 7/16/2024 Cannon's vehicles are California DMV Certified and Smog Tested. Cannon's vehicles do not use diesel. iSrvylsona, PE, QSD Public Works Manager/Senior Project Manager 16842 Von Karman Avenue, Suite 150 Irvine, CA 92606 2 949.777.1580, E GaryS@CannonCorp.us Larry P. Kraemer, PE Director, Public Infrastructure 1050 Southwood Drive San Luis Obispo, CA 93401 2 805.503.4542, E LarryK@Can non Corp. us City Council 15 — 247 7/16/2024 EXHIBIT C - FEE PROPOSAL City of Santa Ana RFP No. 24-035 On -Call Engineering Plan Check Services PROPOSER FEE RATE SCHEDULE Cannon April 9, 2024 Title Billing Rate $/hr Street Improvement Plan $130-$170 Grading Plan $130-$170 Water Quality Management Plan (WQMP) $130-$190 Geotechnical Report $160-$210 Land Surveying Documents $180-$220 Legal Description of Dedication $180-$220 Landscape Irrigation Plans* $130-$220 Environmental Documents* $160-$270 Transportation/Traffic Studies* $140-$260 Signing and Striping Plans $120-$160 Traffic Signal Plans* $140-$260 Street Lighting Plans $130-$170 Miscellaneous Plan Check $130-$170 `Note: includes Cannon's 10% markup on subconsultant reviews City Council 15 — 248 7/16/2024 Cannon Assistant Resident Engineer $ 150 - $ 197 Associate Engineer $ 168 - $ 230 Associate Land Surveyor $ 205 $ 223 Associate Landscape Architect $ 169 - $ 204 Automation Specialist $ 157 - $ 200 Automation Technician $ 121 - $ 142 CAD Tech $ 101 - $ 136 CAD Manager $ 128 - $ 159 Construction Inspector] - 111 $ 119 - $ 191 Design Engineer $ 139 - $ 184 Director/ Department Manager $ 200 - $ 297 Dry Utilities Coordinator I - II $ 165 - $ 190 Engineer Tech $ 110 - $ 144 Engineering Assistant I - II $ 113 - $ 139 Grant Funding Manager I - II $ 151 - $ 204 I&E Services Coordinator $ 108 - $ 138 Information Systems Admin/Manager $ 128 - $ 159 Land Surveyor $ 187 - $ 225 Landscape Architect $ 125 - $ 156 Landscape Designer I-11 $ 103 - $ 142 Lead Automation Specialist $ 167 - $ 209 Lead Automation Technician $ 127 - $ 164 Lead Designer $ 133 - $ 175 Office Engineer / Document Control 1-III $ 114 - $ 164 Plan Check Engineer I - II $ 131 - $ 192 Planner I - III $ 121 - $ 168 Planning Assistant $ 98 - $ 138 Principal Automation Specialist $ 176 - $ 219 Principal Designer $ 127 - $ 189 Principal Engineer $ 198 - $ 277 Other Direct Charges Black Line Plots $2.00 per page Outside Reproduction Cost + 15% Mylar Plots $12.00 per sheet Automation & Electrical Materials Cost + 25% (+tax) Subconsultant Fees Cost + 10% Technology Fee $30/Day Color Plots $5.00 per page Travel and Related Subsistence Cost + 15% Standard Mileage Rate IRS Rate per mile Airplane Mileage Rate GSA Rate per mile 2023/2024 Fee Schedule Bill Rate Ranges Subject to change Project Designer $ 122 - $ 169 Project Engineer $ 151 - $ 199 Resident Engineer $ 191 - $ 235 Sr. Associate Architect $ 209 $ 249 Sr. Associate Engineer $ 173 - $ 265 Sr. Automation Specialist $ 172 - $ 213 Sr. Automation Technician $ 142 - $ 180 Sr. CAD Tech $ 113 - $ 145 Sr. Consultant / Principal -in -Charge $ 266 - $ 333 Sr. Land Surveyor $ 203 - $ 263 Sr. Landscape Architect $ 183 - $ 221 Sr. Plan Check Engineer $ 172 $ 217 Sr. Principal Designer $ 139 - $ 212 Sr. Principal Engineer $ 210 - $ 305 Sr. Project Designer $ 122 - $ 182 Sr. Project Engineer $ 157 - $ 215 Sr. Resident Engineer $ 196 - $ 246 Survey Assistant $ 113 - $ 142 Survey Technician I - V $ 139 - $ 208 Technical Writer I - IV $ 113 - $ 139 Survey Crew Rates - Regular One -Man Field $ 207 $ 222 Two -Man Field $ 289 $ 304 Three -Man Field Two -Man -HDS $ 380 $ 395 $ 332 $ 347 Survey Crew Rates - Prevailing Wage One -Man Field $ 255 $ 271 Two -Man Field $ 367 $ 389 Three -Man Field $ 523 $ 539 Electrical - Prevailing Wage Electrician $ 197 $ 240 Building and Construction Inspector - Prevailing Wage BC] Construction Inspector $ 160 $ 190 Forensics Engineering / Expert Testimony Fee Schedule Available Upon Request. Expenses, such as special equipment, shipping costs, travel other than by automobile, parking expenses, and permit fees will be billed at the actual cost plus 15%. If the client requests, or the client's schedule requires work to be done on an overtime basis, a multiplier of 1.5 will be applied to the stated rates for weekdays for daily hours in excess of 8 as well as weekends, and a multiplier of 2.0 for daily hours in excess of 12 and holidays. If the client requests field services to be provided outside of normal working hours, a multiplier of 1.5 will be applied to the stated rates. For prevailing wage projects, if the client requests field services to be provided on any given Sunday, a multiplier of 2.0 will be applied to the stated rates; on or around an observed holiday, other rates may be applied. Survey Crews and Automation Field staff are billed portal to portal. A minimum charge of four hours will be charged for any Automation Field Service calls outside of normal working hours. The stated rates are subject to change, typically on an annual basis. ff—ive 101112023) City Council 15 — 249 7/16/2024 BGB I DESIGN GROUP Landscape Architecture Planning Urban Design CITY OF SANTA ANA RFP 24-001 HOURLY SERVICES SCHEDULE Principal: $180.00/hr. Sr. Project Manager: $140.00/hr. Landscape Architect: $140.00/hr. Senior Landscape Designer: $120.00/hr. Associate Landscape Designer: $100.00/hr. Office Staff $ 75.00/hr. • The City would normally not be billed overtime rates for BGB staff time during normal business hours. • Weekend / Emergency rates outside of normal business hours would be billed at 1.5 times the standard billing rate. • Reproduction and other approved reimbursable expenses will be billed at cost plus 10% overhead. • No mileage reimbursement is requested as a part of this proposal. • The current rates will be valid until January 24, 2027. City Council 15 — 250 7/16/2024 ECORP Consulting, Inc. ENVIRONMENTAL CONSULTANTS FEE SCHEDULE FOR PROFESSIONAL SERVICES ECORP Consulting, Inc. - 2024 Rates' PrincipalV........................................................................................................................................ $400 PrincipalIV....................................................................................................................................... $335 PrincipalIII....................................................................................................................................... $285 PrincipalII........................................................................................................................................ $245 PrincipalI......................................................................................................................................... $230 ProfessionalXI.................................................................................................................................. $245 ProfessionalX................................................................................................................................... $225 ProfessionalIX.................................................................................................................................. $205 ProfessionalVIII................................................................................................................................ $190 ProfessionalVII................................................................................................................................. $175 ProfessionalVI.................................................................................................................................. $165 ProfessionalV................................................................................................................................... $155 ProfessionalIV.................................................................................................................................. $145 ProfessionalIII.................................................................................................................................. $135 ProfessionalII................................................................................................................................... $125 ProfessionalI.................................................................................................................................... $115 TechnicianIV.................................................................................................................................... $110 TechnicianIII.................................................................................................................................... $105 TechnicianII....................................................................................................................................... $95 TechnicianI........................................................................................................................................ $85 ProjectAdmin III............................................................................................................................... $125 ProjectAdmin II................................................................................................................................ $105 ProjectAdmin I................................................................................................................................... $95 'Technical and Professional classifications include biologists, regulatory permitting specialists, archaeologists, architectural historians, paleontologists, air quality/greenhouse gas specialists, noise specialists, planners, CECA/NEPA specialists, UAS pilots, and other technical professionals. Expense Reimbursement/Other: 1. Computers, facsimile, and telephone are included in the billing rates, and there is no additional charge. 2. Reproduction, equipment and other direct expenses are reimbursed at cost plus a 14% administrative handling charge (excluding mileage). 3. The hourly rates for Subconsultants will be billed at the hourly rate indicated, plus a 12% administrative handling charge. 4. Mileage will be billed at the current IRS rate, adjusted annually. 5. Per Diem, depending upon location, may be charged where overnight stays are required. 6. Expert Witness Testimony, including Depositions, is billed at time and a half. 7. Non-standard invoicing will be billed at the hourly rates for support personnel. www.ecorpconsulting.com City Council 15 — 251 7/16/2024 TJW ENGINEERING, INC. STANDARD COMPENSATION SCHEDULE (Effective January 2024) Classification Hourly Rate Principal $260.00 Principal Traffic Engineer/Planner $235.00 Senior Engineer/Planner $175.00 - $200.00 Project Engineer/Planner $125.00 - $175.00 Asst. Project Engineer/Planner $100.00 - $150.00 Technician $100.00 - $125.00 Administration $85.00 - $125.00 Aide $65.00 - $85.00 GENERAL PROVISIONS OF AGREEMENT The above schedule is for straight time. Overtime will be charged at 1.5 times the standard hourly rate. Hourly rates apply to work time as well as travel time and waiting time, which occur at meetings and public hearings. 2. Unless otherwise stated in the contract, project -related travel, reproduction, and supply costs are billed at cost. Mileage will be billed at prevailing standard mileage rate as determined by the IRS. Subcontractors and other project -related expenses will be billed at cost plus 15%. 3. Unless otherwise stated in the contract, invoice will be submitted monthly for work in progress and/or upon completion of TJW Engineering's (TJW) scope of work. Progress invoices are payable within 30 days of the invoice date or upon completion of the scope of work. Any unpaid invoice after 30 days shall incur a late fee service charge of the maximum interest rate allowed by law or two (2) percent per month whichever is less. 4. Client hereby agrees that the balance in a billing statement is correct and binding unless the client notifies the consultant in writing within fifteen (15) days of the date of billing and informs consultant of the alleged incorrect item. 5. All documents produced as a result of this agreement may be used by TJW Engineering (TJW) without consent from the client. 6. TJW makes no warranty as to its findings except that the work is performed using generally accepted methods. 7. Unless otherwise stated in the contract, the client agrees to limit TJW's liability to the client, due to professional negligent acts, errors, or omissions by the consultant, to the consultant's fee. 8. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and Judgment upon the award rendered by the arbitration may be entered in any court having jurisdiction thereof. 9841 Irvine Center Drive, Suite 200 1 Irvine, California 92618 1 t: (949) 878-3509 City Council www•tjwengineeT'5g_cTB2 7/16/2024 T (1112 GEOTECHNICAL GROUP, INC. Soil Engineering ♦ Geology ♦ Environmental FEE SCHEDULE OCTOBER 2023 SFRVIrFS Geotechnical Engineering LORGeotechnical Group, Inc. provides geotechnical engineering services, including: preliminary geotechnical investigations, foundation investigations, percolation feasibility investigations, liquefaction evaluation investigations, as vvell as grading observation materials testing services. Geological LOR Geotechnical Group, Inc. provides geological services, engineering geology investigations, seismic setting studies, slope stabilityinvestigations, liquefaction susceptibility investigations, hydrology/water resource studies, and bedrock rippability evaluations. Frniirnnmantal LOR Geotechnical Group, Inc. provides, environmental site assessments, underground storage tank investigations and remediation investigations, groundwater monitoring systems, soil and groundwater sampling and analysis, and environmental studies for property transfers. All costs for Geotechnical Engineering, Geological, and Environmental Services are based on the site and investigative parameters requested. FEES The hourly personnel charges and laboratory test unit rates are as follows: Personnel Charges -Hourly Principal Engineer......................................................... $330.00 Project Engineer/Geologist.................................................. $180.00 Staff Engineer/Geologist.................................................... $155.00 Soil Technician/Deputy Inspector (Field or Laboratory)' ........................... $115.00 Soil Technician/Deputy Inspector (Prevailing Wage)' 2............................ $145.00 Soil Technician/Deputy Inspector (CBA) 12 ...................................... $155.00 Traffic Control (Prevailing Wage)' 2........................................... $135.00 Drafting................................................................. $105.00 Clerical.................................................................. $90.00 Laboratory Testing Charges - Unit Costs CT 202: Sieve Analysis (Soil) ................................................ $120.00 CT 202: Sieve Analysis (Aggregate) ........................................... $155.00 CT 202:#200 Sieve Wash ................................................... $70.00 CT 205: Crushed Particle Analysis ............................................ $155.00 CT 206 Specific Gravity + Absorption of Coarse Aggregate ......................... $125.00 CT 207: Specific Gravity + Absorption of Fine Aggregate ........................... $165.00 CT 211: LA Rattler........................................................ $275.00 CT 213: Organic Impurities ................................................... $90.00 CT 217: Sand Equivalent ................................................... $130.00 CT 217: Sand Equivalent -QC ................................................ $145.00 CT 226: Moisture Content .................................................... $35.00 CT 227:Cleanness Value ................................................... $145.00 CT 229: Durability Index Fine/Coarse.......................................... $285.00 CT 235: Percentage of Flat and Elongated Particles in Coarse Aggregate ............. $110.00 CT 301: R-Value.......................................................... $385.00 CT 305:Swell............................................................ $110.00 City Council 15 — 253 7/16/2024 6121 Quail Valley Court ♦ Riverside, CA 92507 ♦ (951) 653-1760 ♦ (951) 653-1741 (Fax) ♦ www.lorgeo.com CT 307: Moisture Vapor Susceptibility ......................................... $195.00 CT 308 & CT 366: Asphalt Concrete Density & Stability/Rubberized. .......... $240.00/$295.00 CT 308: Asphalt Concrete Density/Rubberized ............................ $145.00/$210.00 CT 309: Asphalt Concrete Theoretical Maximum Density ........................... $195.00 CT 329: Asphalt Moisture .................................................... $35.00 CT 366: Asphalt Concrete Stability/Rubberized........................... $220.00/$275.00 CT 382: Asphalt Extraction & Gradation ........................................ $285.00 CT 382: Slurry Extraction ................................................... $175.00 CT 521: Concrete Cylinder Compressive Strength ................................. $40.00 CT 523:Beam Cylinder ..................................................... $85.00 Concrete & Beam Cylinder Hold ............................................... $12.00 ASTM D6913/7928: Mechanical Analysis ....................................... $240.00 ASTM D1557: (Modified)/ ASTM D698: (Standard) Proctor (4")...................... $210.00 ASTM D1557: (Modified)/ ASTM D698: Proctor (6" or Cal-216)...................... $240.00 ASTM D2434:Permeability.................................................. $440.00 ASTM D2435: Consolidation................................................. $265.00 ASTM D5333: Collapse Potential ............................................. $220.00 ASTM D2216: Moisture Content ............................................... $35.00 ASTM D221/D2937: Moisture/Unit Weight (Ring) .................................. $45.00 ASTM D2974: Organic Matter Test ............................................ $100.00 ASTM D4318: Atterberg Limits ............................................... $240.00 ASTM D4829: Expansion Index .............................................. $210.00 ASTM D3080: Direct Shear .................................................. $295.00 CT 3910 Wet Track Abrasion ................................................ $180.00 Soluble Sulfate: (Test Kit SF-1)................................................ $90.00 10% field supervision and equipment/vehicle charge will be added to all field services. 2 Rate based on current State determined prevailing wage rates as of the date of this document. Adjustments to our rates may be necessary based on the actual State determined prevailing wage rates at the time of our work. TERMS Reimbursable Expenses Outside services performed by others and direct costs expended on the client's behalf are charged at cost plus twenty percent. These expenses include rental of drill rigs, bulldozers, backhoes, travel and subsistence, permits, reproduction costs, etc. Travel Time Travel time required to provide professional or technical services will be charged atthe appropriate hourly rates. (overtime An overtime rate of 1.5 times the standard rate will be used for time in excess of hours per day and Saturdays. An overtime rate of 2.0 times the standard rate will be added for work on Sundays, official company holidays, and on all work in excess of 12 hours per day. Prepayments A retainer of fifty percent of the total fee is required for all field studies. The balance of the fee must be paid at the time the report is released to the client. Billing Billings will be provided periodically and will be classified by fee categories set forth above or as given by proposal. Terms of Payment Invoices rendered for professional services are due upon presentation. A service charge of 1.5 percent, per month, may be charged on accounts not paid within thirty days to cover additional processing and carrying costs. And/ attnrne�/'c feet nr other rnctc inci irrerl in rnllerting and rli elingi lent arrni int\Aill he an irl h�/ the client. City Council 15 — 254 7/16/2024 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 July 16, 2024 TOPIC: Automated Metering Infrastructure Project AGENDA TITLE Appropriation Adjustment and Amendment to the Agreement with Aqua -Metric Sales Company to Add Funds to the Automated Metering Infrastructure Project (Project No. 16-6460) (Non -General Fund) RECOMMENDED ACTION 1. Approve an appropriation adjustment to recognize $15,000,000 of prior -year fund balance in the Public Works Water Revenue, Prior Year Carryforward and Water Utility Capital, Transfer from Fund 060 revenue accounts, and appropriate to the Water — Interfund Transfer, Transfer to Fund 066 and Water Utility Capital Projects, Water Capital Project expenditure accounts (Requires five affirmative votes). 2. Authorize the City Manager to execute a first amendment with Thirkettle Corporation, dba Aqua -Metric Sales Company, to increase the not -to -exceed amount by $6,000,000, including a contingency of $1,500,000, for a new not -to - exceed amount of $35,683,230 (Agreement No. A-2024-XXX). 3. Approve an amendment to the Fiscal Year 2024-2025 Capital Improvement Program to include $15,000,000 in construction funds for the Automated Metering Infrastructure Project (Project No. 16-6460). GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION The Public Works Agency oversees the daily operations and maintenance of the City's water and sanitary sewer systems. The water system is comprised 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 45,150 metered service connections. On November 17, 2020, Council approved an agreement for $29,683,230 with Thirkettle Corporation, dba Aqua -Metric Sales Company, for the delivery of the Automated Metering Infrastructure (AMI) Project. The AMI Project, which is currently underway, will City Council 16-1 7/16/2024 Automated Metering Infrastructure Project July 16, 2024 Page 2 replace or retrofit all of the existing, manually -read water meters in the City with smart meters capable of communicating water consumption and other system information to both the utility and the customer. Additional components of the AMI Project are the installation of communications equipment to receive water system data, billing software system upgrades, and other software integrations to allow for full utilization of available water data. Due to the age and condition of the City's water system infrastructure, especially appurtenances that house or control the delivery of water to meters, the AMI Project has incurred additional expenses in order to correct related deficiencies. Although staff anticipated some supplemental work would be needed and attempted to budget appropriately with both the contingency for the AMI Project's master agreement, as well as with the use of third -party contractors, the amount of work and materials needed to make prudent repairs to the infrastructure has far exceeded initial projections. The requested amendment with Aqua -Metric (Exhibit 1) will add $6,000,000, including $1,500,000 in contingency, to cover already -determined expenditures, as well as establish a new contingency fund for future unknown costs related to the repair of the water system infrastructure. Finding cost-effective solutions to maintain and improve the City's water system infrastructure has been a priority for the Division. To date, the Division has been awarded $1,500,000 in grant funds from the Federal Bureau of Reclamation, $4,000,000 in grant funds from the California State Natural Resources Agency, and a $10,117,365 low -interest loan from the California State Water Resources Control Board for the AMI Project. However, due to the factors mentioned above, as well as rapid inflation driving up project -related material costs, additional funds are needed in order to complete the project as -intended. On June 4, 2024, the City Council approved the sale of Water Revenue Bonds to provide the capital needed to fund several Water Resources Division projects, including the AMI Project. To date, only $25,894,948 has been appropriated to the project; the approval of the recommended actions will appropriate an additional $15,000,000 to the project for a total of $40,484,948, and amend the FY 24-25 CIP Plan (Exhibit 2). The additional funds will be used to cover the previously -mentioned increased costs incurred under the agreement with Aqua -Metric Sales Company, as well as allow for needed rehabilitation on the City's water meter vaults and appurtenances. Project Delivery The estimated total project delivery costs include work being performed under the agreement with Aqua -Metric Sales Company, project management and software integration support services, as well as supplemental work to replace or rehabilitate aged water meter infrastructure. City Council 16 — 2 7/16/2024 Automated Metering Infrastructure Project July 16, 2024 Page 3 As indicated in the Cost Analysis (Exhibit 3) and as summarized in the table below, the estimated total construction delivery cost of the project is $40,484,948. Project Item Total Construction Contract Bid Amount $35,683,230 Project Administration, Inspection,. Testing $2,000,000 Contract Contingencies $2,801,718 Total Estimated Project Delivery Cost $40,484,948 ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT With the approval of the requested appropriation adjustment, a portion of the accumulated Water fund balance will be appropriated for spending in the Water Utility Capital Projects, Water Capital Project expenditure account (No. 06617647-66301). The spendable portion of the Water fund balance is estimated to be $40 million as of June 30, 2024, which includes the water bond proceeds, is sufficient to allow for the recommended appropriation of $15,000,000. Approval of the requested agreement amendment with Thirkettle Corporation, dba Aqua -Metric Sales Company, will add $6,000,000, including $1,500,000 in contingency funds, to agreement A-2020-231, for a new agreement total not to exceed $35,683,230. Funds are budgeted and available for expenditures for FY 2024-25 pending Carry Forward process and City Council approval. Any remaining balances not expended at the end of the current fiscal year will be presented to the City Council for approval to carry forward to FY 2025-26. Fiscal Accounting Unit- Fund Accounting Unit, Amount Year Account No. Description Account Description Project No. Original Project Budget 2024-25 06617647-66301 Acquisition & Water Utility Capital Projects, Water Capital $25,484,948 (16-6460) Construction Project Appropriation Adjustment 2024-25 06617647-66301 Acquisition & Water Utility Capital Projects, Water Capital $15,000,000 (16-6460) Construction Project City Council 16 — 3 7/16/2024 Automated Metering Infrastructure Project July 16, 2024 Page 4 Fiscal Accounting Unit- Fund Accounting Unit, Amount Year Account No. Description Account Description Project No. Total: $40,484,948 EXHIBIT(S) 1. Agreement Amendment 2. CIP Worksheet 3. Cost Analysis Submitted By: Nabil Saba, Executive Director of Public Works Approved By: Alvaro Nunez, Acting City Manager City Council 16 — 4 7/16/2024 EXHIBIT 1 FIRST AMENDMENT TO AGREEMENT WITH THIRKETTLE CORPORATION DBA AQUA -METRIC SALES COMPANY THIS FIRST AMENDMENT to the above -referenced agreement is entered into on July 16, 2024, by and between Thirkettle Corporation, doing business as Aqua -Metric Sales Company ("Contractor") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RFC'ITAI,S A. On November 17, 2020, the parties entered into Agreement No. A-2020-231 ("Agreement") to provide and install a fully functioning Advanced Metering Infrastructure (AMI)/ Meter Data Management (MDM) system, and related software and services. The total compensation under the Agreement was $29,683,229.61, which included $1.5 million as a contingency fund. B. During the course of the Agreement, the age and condition of the City's water system infrastructure has resulted in additional expenses beyond the anticipated scope of the original Agreement, requiring additional funds. C. The parties now wish to amend the Compensation section in the Agreement to increase the total compensation under the Agreement by $6,000,000, including replenishment of the contingency fund ($1.5 million). No other changes are contemplated by this First Amendment. The Parties therefore agree: 1. Section 2.a., Compensation, is amended to read as follows: City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Parts, Material & Pricing - Appendix A. The total amount to be expended under this Agreement, including any contingency funds, shall not exceed $35,683,229.61 during the term of this Agreement, including any extension periods exercised under Section 3. 2. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect. [signature page follows] Page 1 of 2 City Council 16 — 5 7/16/2024 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: Ky ellesen Assistant City Attorney RECOMMENDED FOR APPROVAL N a b I I Saba Date: 202 07.09 1 09:26 Saba -07'00' Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA ALVARO NUNEZ Acting City Manager CONTRACTOR Tommy Thirkettle President/CEO Page 2 of 2 City Council 16 — 6 7/16/2024 R w w _ m a� Q§ q� %L) >.w zw «a R �I zw > 0w d_j F5 a « 0 / \/ \\\ a®- )�) ~©E Z222 OE| P: a_Q@2 �\t/6 -2 U) m2a�m LU 2&G » �£®,E w%[w2 Utz&% LU O32m2 �2E2� % \ \ \ & \ O: a w Q of 3 LU § U kt\ P: 2 co U\ U@ we w\\/ O \ C) a\ a\/QL 2 �z U- R , , § U- M C14 U- 00 cli � co � § § U- d \ k 04 c o U / g � 0 U) @ 0 U R D U \ w w C � cli � co cli � CO cli � co cli � § § ,U- d \ k cli c o L / g k C0 O 2 U / b \ LU e � E k W b � U \ F- U� 0 F \ k \ N O N S � � I S � E _ 0 U � m EXHIBIT 3 CONSTRUCTION OF PROJECT NO. 16-6460: AUTOMATED METERING INFRASTRUCTURE Construction contract — materials and installation (Aqua -Metric) $ 35,683,230.00 Project administration and support services $ 2,000,000.00 Construction — infrastructure replacement and rehabilitation $ 2,801,718.00 Total Project Delivery Cost $ 40,484,948.00 City Council 16 — 8 7/16/2024 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 July 16, 2024 TOPIC: First Street Slope Stabilization Project AGENDA TITLE Additional Contingency Funds in the Amount of $625,000 for an Existing Construction Contract with EverLevel Holdings, LLC for the First Street Slope Stabilization Project (Project No. 22-1341) (Revive Santa Ana Program) RECOMMENDED ACTION 1. Approve an amendment to the Project Cost Analysis in the amount of $625,000 in additional contingency funds for a new total estimated construction delivery cost of $6,725,000. 2. Approve an amendment to the Fiscal Year 2024-25 Capital Improvement Program to include $625,000 of American Rescue Plan Act (ARPA) funds for the First Street Slope Stabilization Project (22-1341). GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION The Public Works Agency is overseeing the construction of the First Street Slope Stabilization Project (Project). The Project includes the installation of decorative concrete along the slopes near the railroad undercrossing, new security fencing, and a stormwater treatment device (Exhibit 1). The goal of the project is to improve water quality and address stormwater pollution via the stabilization of the dirt slopes, elimination of trespassing and encampments, and installation of a stormwater treatment device. The project will also enhance the aesthetics of this important gateway to Downtown Santa Ana. On December 20, 2022, the City Council awarded a construction contract to EverLevel Holdings, LLC for the First Street Slope Stabilization Project. The project is currently under construction and is anticipated to be completed in September 2024. The original contingency amount of $450,000 was utilized via change order #1 to deal with unforeseen site conditions, install skate stoppers, widen the sidewalk by 18 inches for ADA compliance, and facilitate other necessary changes triggered by the sidewalk widening, such as the installation of new curb and gutter, and improvements to the anchor wall (Exhibit 2). $625,000 of additional contingency funding is needed to facilitate potential change orders on the northside slope so it is consistent with the City Council 17 — 1 7/16/2024 First Street Slope Stabilization Project July 16, 2024 Page 2 southside slope, replace damaged curb and gutter, improve drainage around the stormwater lift station, install additional security fencing, and deal with unforeseen site conditions and unsuitable soil. The recommended action will increase the project contingency by $625,000, thereby increasing the total estimated construction delivery cost to $6,725,000, as indicated in the Cost Analysis (Exhibit 3) and as summarized in the table below: Project Item Current Total Additional Funding New Total Construction Contract Bid Amount $5,018,520 $0 $5,018,520 Construction Administration, $581,000 $0 $581,000 Inspection, and Testing Contract Contingencies $500,480 $625,000 $1,125,480 TOTAL ESTIMATED Fs,100,0006 $625,000 $6,725,000 CONSTRUCTION DELIVERY COST FISCAL IMPACT As indicated in the Cost Analysis, the total estimated construction delivery cost of the project is $6,725,000, which includes the construction contract, contract administration, inspection, testing, and an authorized contingency. On December 20, 2022, City Council approved $5,600,000 of American Rescue Plan Act (ARPA) funding for this project. On April 15, 2024, under City Manager authorization, an additional $500,000 was allocated to this project. At this time, an additional $625,000 of ARPA funding will be allocated to the contingency and added to the FY 2024-25 CIP (Exhibit 4). The following table summarizes funds budgeted and available in current FY 2024-25 for expenditure to complete 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 2025-26. Fiscal Accounting Unit - Fund Accounting Unit Year Account No. Description - Account No. Amount (Project No.) Description Original Project Budget American ARPA-PWA, 2024-25 18117013-66220 Rescue Plan Improvements $6,100,000 (22-1341) Act (ARPA) Other Than Buildings Additional Funding City Council 17 — 2 7/16/2024 First Street Slope Stabilization Project July 16, 2024 Page 3 Fiscal Accounting Unit - Fund Accounting Unit Year Account No. Description - Account No. Amount (Project No.) Description American ARPA-PWA, 2024-25 18117013-66220 Rescue Plan Improvements $625,000 (22-1341) Act (ARPA) Other Than Buildings Total $6,725,000 EXHIBIT(S) 1. Location Map 2. Change Order #1 3. Cost Analysis 4. First Street Slope Project FY 2024-25 CIP Sheet Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Approved By: Alvaro Nunez, Acting City Manager City Council 17 — 3 7/16/2024 EXHIBIT 1 m Project Location J :A I Exhibit 1 SANTA ANA P W A Project No. 22-1341 First Street Slope Stabilization PUBLIC WORKS AGENCY . .. PUBLIC WORDS AGENCY CONTRACT CHANGE ORDER Project Number Project No. 22-1341 First Street Slope Stabilization Project Change Order Number To EyerLevel Holdings, LLC Contractor You are hereby directed to make the herein changes from the plans and specifications or do the following described work not included In the plans and specifications on this contract. NOTE; THIS CHANGE ORDER IS NOT EFFECTIVE UNTIL APPROVED BY THE CITY COUNCIL OR CITY MANAGER. Unless oiherwlse stated, rates for rental of equipment cower only such time as equipment Is actually used and no allowance will be made for idle time. .. Change requested by JUSTIFICATION PUBLIC WORKS AGENCY 1. To compensate the contractor for costs associated with discovery unforeseen 8" utility fines in slope subgrade excavation and removal. (PCO No. 01). TOTAL COST = $9,863.78 f 2. To compensate the contractor for casts associated with relocation of CMS boards per City's request. (PCO No. 02). TOTAL COST = $623.42 / 3. To compensate the contractor for costs associated with additional traffic control as per City's request including additional arrows and barricades. (PCO No. 03). TOTAL COST = $4,544.83 '1/ 4. To compensate the contractor for costs associated with removal of two abandoned telephone poles on the South side of the slope. (PCO No. 04) TOTAL COST = $2,517.55 / 5. To compensate the contractor for costs associated with additional potholing on SE slope including backfill for all locations. (PCO No. 05). TOTAL COST = $9,518.96 , 6. To compensate the contractor for costs associated with backfill of anchor trench due to plan change per City direction. (PCO No. 06). TOTAL COST T $4,762,56 7. To compensate the contractor for costs associated with removal of backflow preventer and capped line at the main per City's request. (PCO No. 07). City Council Page 1 'of 417 — 5 7/16/2024 TOTAL COST = $3,129.32 8. To compensate the contractor for costs associated with the stay form for the New Anchor Wall design due to the widening of the sidewalk. (PCO No. 09). TOTAL COST = $35,000.00 z 9. To compensate the contractor for costs associated with chipping down the PCC Pence Footing on the Southeast slope where the existing black wrought iron fence was placed. (PCO No. 11). TOTAL COST = $6,459.83 1/ 10. To compensate the contractor for costs associated with placing additional gravel base due to variable retaining curb height on Southwest and Southeast slopes. Compaction of slope also had also to be redone. (PCO No. 12). TOTAL. COST = $49,645.65 11. To compensate the contractor for costs associated with removing the existing sidewalk and installing a new 18" widened sidewalk. (PCO No. 13). TOTAL EsTLMATED COST = $200,700.00 !` 12. To compensate the contractor for costs associated with repairing the v-ditch on the south slope. (PCO No. 13.1). TOTAL COST = $4,990.00 13. To compensate the contractor for costs associated with removal and replacement of the curb & gutter on the South side of the slope, removal of the existing asphalt -concrete section adjacent to the curb & gutter, placement of asphalt -concrete slot patch, and to furnish and install three No. 6 Pull Boxes. (PCO No. 14). TOTAL. COST = $85,574.89 V 14. To compensate the contractor for costs associated with installation skate preventative devices on both the North and South retaining curbs. (PCO No. 15). TOTAL. COST = $49,174.00 15. To compensate the contractor for costs associated with crack repair and re -staining of the blue River Lens. (PCO No. 16). TOTAL COST = $65,191.57 16. To compensate the contractor for costs associated with installation of anti -graffiti coating on the south anchor wall. (PCO No. 17). . TOTAL COST = $10,800,00 17. To compensate the contractor for costs associated with providing a smooth and uniform finish to south anchor wall (PCO No. 18). TOTAL COST = $11,250.00 City Council page 2 of417 — 6 7/16/2024 18. To compensate the contractor for costs associated with chipping the bottom of the anchor wall to facilitate the new, widened sidewalk (PCQ No. 19). TOTAL COST = $31,773.17 -`'— Delete Rid Item Quantities Rid Item #12: Remove unused bid item quantities for Rid Item #12. Two Hundred linear Feet was not used in the project @ $250.00 per linear Feet. TOTAL. CREDIT AMOUNT= ($50,000M) TOTAL AGREED CHANGE ORDER COST: $685,619.53 TOTAL AGREED CONTRACT INCRf AaE COST: $636,519.63 City Council page 3 of 4 17 — 7 7/16/2024 M., Project Number Pro To Everl-evel Holdil F � -' � 1. ■ 1. PUBLIC WORKS AGENCY CONTRACT CHANGE ORDER No. 22-1341 First Street Slope Stabilization Project Change Order Number 1 LLC Contractor You are hereby directed to make the herein changes from the plans and specifications or do the following described work not included in the plans and specifications on this contract. NOTE; THIS CHANGE ORDER IS NOT EFFECTIVE UNTIL APPROVED BY THE CITY COUNCIL OR CITY MANAGER, Unless otherwise stated, rates for rental of equipment cover only such time as equipment is actually used and no allowance will be made for idle time. Change requested by PUBLIC WORKS AGENCY The compensation both time and cost set forth in this change order comprises the total compensation due the Contractor, all Subcontractors, and all Suppliers for all work performed per this change order, including impact on unchanged work. By signing this change order, the Contractor acknowledges and agrees on behalf of himself, all Subcontractors, and all Suppliers, that the stipulated compensation includes payment for all work contained in this change order, plus all payment for interruption of schedules, extended field overhead, home office overhead, profit, delay, and all impact, ripple effect or cumulative impact on all other work under this Contract. The signing of this change order constitutes full mutual accord and satisfaction for all changes and work performed on this project, and that the time and cost paid per this change order constitutes the total equitable adjustments owed the Contractor, all Subcontractors, and all Suppliers for all work performed on this project. The Contractor on behalf of himself, all Subcontractors, and all Suppliers agrees to waive all rights, without exception or reservation of any whatsoever to file any further claim related to this project. TOTAL COST THIS CHANGE ORDER: DECREASE $ 50,000.00 INCREASE $ 585,519.53 By reason of this order the CONTRACT TIME. completion will be adjusted as follows: One Hundred and Twelve (112) working days. We the undersigned contractor have given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all equipment, furnish all materials, except as may otherwise be noted above, and perform all service necessary for the work above specified, and will accept as full payment therefor the prices shown above. Accepted, Date Contractor Ever evel Holdings, LLC By Title Approval recommended by �h h� Dale! 2 �1 y1t UBLIC WORKS AGENCY EXECUTIVE DIRE C DR ESA: o GCS ' Approved y Date C - [ 12 i _ Alvaro Nunez Acting city Manager nifer t_)F+ail 17-8 Page 4 of 4 7/16/2024 UPDATED COST ANALYSIS CONSTRUCTION OF PROJECT NO. 22-1341: First Street Slope Stabilization Construction Contract $ 4,482,892.00 Contract Administration, Inspection and Testing $ 667,108.00 Contingencies $ 1,075,000.00 TOTAL ESTIMATED CONSTRUCTION COSTS $ 6,225,000.00 City Council 17 — 9 7/16/2024 R w w _ 0) QO qk \L) >. LU ) ZM �a R 21 <w 0w a U_j k a « 0 \b �) (jq,2«a\f ) { �0--o rt; !/�,et§\2 21 �s2222g§moo \\\\\{\)�\ {\\-0D 0 2 a®®E"L 2±& ;815a, w� won ®-_g,u w]%k«[/- LU ©\%r\(\cL e� �z(Da) §\)\ 7 773\7{3\2ƒ .5/`%=[72&$£ O@5'2E`:7/] e a\� \ \\ \\ z)) O \\ ak\ �(\ U`a w�/ �\\ �{>a U5a3 uj C) 00207 a/%§ \ \ � � wG _j\ w� Q\ \ w w .E e .\ wa w\\\ k� Imo nx 0-0 w.@2 O: 2[ win 02 aQLl- a5/m ¥ ¥ -Wz U- q U- § § I I I § § � U" I / c o \ \ \ U) e @ 0 u = R uw \ 2 � -I _ 2 \ a k 0 R 73 U- CD U- § § � co 14 I § § � U" I \ c o \ \ \ U- _ � c O 2 � LL 0 ) w S, 2 ± � 2 \ w \ o 3 \ \ w L / 2 A y . 0 I zZ 2 Qo F j > _ o / N O N S � � E _ 0 U 241 m Public Works Agency www.santa-ana.org/public-works Item # 18 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 16, 2024 TOPIC: Concrete Collar Replacements AGENDA TITLE Purchase Order to Mike Prlich and Sons, Inc. for Concrete Collar Replacement for Water and Sewer Appurtenances (Bid No. 24-021) (Non -General Fund) RECOMMENDED ACTION Award a blanket order contract to Mike Prlich and Sons, Inc. for concrete collar replacement for water and sewer appurtenances for an annual amount not to exceed $600,000, for a three-year term beginning July 1, 2024 and expiring June 30, 2027, with provisions for two 1-year renewal options. GOVERNMENT CODE §84308 APPLIES: No DISCUSSION The Public Works Agency oversees and maintains the daily operations of the water system and sanitary sewer system. The City's water system is composed of approximately 478 miles of water mains, supplying the City's drinking water, along with a sanitary sewer system of approximately 390 miles of sewer mains, serving 333,000 residents and businesses of Santa Ana. The City's water system has over 13,200 water valves, as well as over 8,200 sewer manholes and clean -outs combined. This contract provides for concrete collar replacement for sewer manholes, sewer cleanouts, water valves, and related water appurtenances. These repairs will provide for better long-term protection of manholes, clean -outs, and valves. The Invitation for Bids (IFB) No. 24-021 was issued on March 4, 2024 on the City's online bid management and publication system. A summary of vendor participation and results is as follows: 304 Vendors were Notified 19 Santa Ana Vendors Notified 19 Vendors Downloaded the Bid Packet 3 Bids Received 0 Bids Received from Santa Ana Vendors City Council 18 — 1 7/16/2024 Concrete Collar Replacement July 16, 2024 Page 2 Bids were solicited, opened on April 2, 2024, and evaluated (Exhibit 1). Three bids were submitted by the IFB deadline and two were determined to be responsible, responsive to the specifications, and met the City's requirements. The bid submitted by G&A Nelos Construction, Inc. was deemed non -responsive as the vendor did not meet minimum requirements and did not meet IFB specifications. The bid submitted by Mike Prlich and Sons, Inc. was determined to be the lowest, responsible bid, was responsive to the specifications, and meets the City's requirements. Local Outreach Efforts The Purchasing Division advertised this project on the City's online bid management and publication system, which directly notified 19 Santa Ana vendors. No vendors downloaded the IFB and submitted a bid for consideration. ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. FISCAL IMPACT Funding is available in the FY 2024-25 budget and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration. The following table summarizes the funds budgeted and available for expenditure to deliver agreement services. Fiscal Accounting Fund Accounting Unit, Amount Year Unit — Description Account Description Account # 05617640- Sanitary Sewer Sanitary Sewer Service, $400,000 62300 Service Contract Services - Professional 2024-25 06017641- Water Water System $200,000 62300 Maintenance, Contract Services - Professional 05617640- Sanitary Sewer Sanitary Sewer Service, $400,000 62300 Service Contract Services - Professional 2025-26 06017641- Water Water System $200,000 62300 Maintenance, Contract Services - Professional 05617640- Sanitary Sewer Sanitary Sewer Service, $400,000 62300 Service Contract Services - Professional 2026-27 06017641- Water Water System $200,000 62300 Maintenance, Contract Services - Professional City Council 18 — 2 7/16/2024 Concrete Collar Replacement July 16, 2024 Page 3 Fiscal Accounting Fund Accounting Unit, Amount Year Unit — Description Account Description Account # 05617640- Sanitary Sewer Sanitary Sewer Service, $400,000 62300 Service Contract Services - Professional 2027-28 06017641- Water Water System $200,000 62300 Maintenance, Contract Services - Professional 05617640- Sanitary Sewer Sanitary Sewer Service, $400,000 62300 Service Contract Services - Professional 202829 06017641- Water Water System $200,000 62300 Maintenance, Contract Services - Professional TOTAL $3,000,000 EXHIBIT(S) 1. Bid Abstract Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Approved By: Alvaro Nunez, Acting City Manager City Council 18 — 3 7/16/2024 ABSTRACT OF BIDS Concrete Collars for Water and Sewer Appurtenances (24-021) BIDDER LOCATION TOTAL Mike Prlich and Sons, Inc. Baldwin Park, CA $ 880,900.00 CEM Construction Corp Montebello, CA $ 1,689,650.00 EXHIBIT 1 City Council 18 — 4 7/16/2024 Public Works Agency www.santa-ana.org/public-works Item # 19 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 16, 2024 TOPIC: Lease Agreement for Office Space at SARTC AGENDA TITLE Approve a Lease Agreement with PGH Wong Engineering, Inc. for Office Space at the Santa Ana Regional Transportation Center RECOMMENDED ACTION Authorize the City Manager to execute a lease agreement with PGH Wong Engineering, Inc. to compensate the City $8,621 per month, with any partial month prorated at $287 per day, for the lease of approximately 3,284 square feet of office space located at the Santa Ana Regional Transportation Center for a twelve-month term beginning on July 17, 2024, and ending July 16, 2025, with the option of 12 one -month extensions, for a total of $207,456 in lease revenue for the entire term of the agreement, including optional extensions (Agreement No. A-2024-XXX). GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION The Santa Ana Regional Transportation Center (SARTC) is a regional transportation hub that brings together Amtrak, Metrolink, Orange County Transportation Authority (OCTA), interstate bus services, and in the future, the OC Streetcar. The facility is open to the public seven days a week from 5.00 a.m. to midnight and contains approximately 35,000 square feet of rental space, including ten bus bays. The OC Streetcar is the first modern streetcar project to be built in Orange County. It will service Santa Ana's historic downtown which includes federal, state, and local courthouses, government offices, colleges, an artists' village, and a thriving restaurant scene. The OC Streetcar will operate along a 4.15-mile route that connects SARTC and a new transit hub at Harbor Boulevard and Westminster Avenue in Garden Grove. As the lead agency for the OC Streetcar Project, OCTA selected PGH Wong Engineering, Inc. as the Construction Management Consultant for this project. In December 2018, PGH Wong Engineering, Inc. approached the City to lease office space at the SARTC. The City Council proceeded to approve a three-year lease agreement with PGH Wong Engineering, Inc. to lease Suite 220 at SARTC. With the OC Streetcar still underway, the City entered into a new lease agreement with PGH City Council 19 — 1 7/16/2024 Lease Agreement for Office Space at SARTC July 16, 2024 Page 2 Wong Engineering, Inc. in June 2022. PGH Wong Engineering, Inc. is now requesting to continue leasing the same space at SARTC for the duration of the OC Streetcar Project. Staff recommends continuing to lease Suite 220 consisting of approximately 3,284 square feet of office space at SARTC for a one-year term, with the option of 12 one - month extensions to PGH Wong Engineering, Inc. By leasing available office space to PGH Wong Engineering, Inc., lease revenue will be generated for the SARTC day -to day operations (Exhibit 1). ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. FISCAL IMPACT Approval of the lease agreement obligates PGH Wong Engineering, Inc., to compensate the City $207,456 for the term of the lease agreement, including the option for twelve one -month extension options, for lease of interior office space at the SARTC. Revenue from this lease agreement has been budgeted in the Public Works Agency-SARTC Operations, Rental-PGH revenue account (06717002-53824). Fiscal Year Accounting Unit Fund Description Accounting Unit, Account Amount - Account # Description 2024-25 (July 06717002-53824 Regional Transp PWA-SARTC Operations, $99,136 17-June 30) Center Rental-PGH 2025-26 (July 1- 06717002-53824 Regional Transp PWA-SARTC Operations, $4,592 16) Center Rental-PGH Optional Extensions: 2025-26 (July 06717002-53824 Regional Transp PWA-SARTC Operations, $99,136 17-June 30) Center Rental-PGH 2026-27 (July 1- 06717002-53824 Regional Transp PWA-SARTC Operations, $4,592 16) Center Rental-PGH Total: $207,456 EXHIBIT(S) 1. Lease Agreement with PGH Wong Engineering, Inc. Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Approved By: Alvaro Nunez, Acting City Manager City Council 19 — 2 7/16/2024 EXHIBIT 1 LEASE AGREEMENT BY AND BETWEEN THE CITY OF SANTA ANA AND PGH WONG ENGINEERING, INC. FOR USE OF THE SANTA ANA REGIONAL TRANSPORTATION CENTER FACILITIES THIS LEASE (the "Lease") is made as of July 17, 2024, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City" or "Landlord"), and PGH Wong Engineering, Inc., a California corporation ("Tenant"). 1. EXHIBITS: The following exhibits are attached hereto and incorporated herein by reference: Exhibit "A" The Premises Exhibit "B" Additional Lease Conditions 2. PREMISES: Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon the terms, covenants and subject to the conditions set forth herein, a portion of the property located at 1000 East Santa Ana Boulevard in the City of Santa Ana, commonly known as the Santa Ana Regional Transportation Center (SARTC). Specifically, Tenant will be leasing the portion identified as Suite 220, consisting of approximately 3,284 square feet of interior office space (hereinafter referred to as the "PREMISES"). Tenant shall be solely responsible at its own expense for all improvements made to the Premises and obtain all necessary permits. The Premises are more particularly described in Exhibit A. The Landlord reserves the right to reconfigure the lease space or relocate the Tenant within SARTC by providing Tenant with a 30-day notice of such reconfiguration or relocation. 3. COMMENCEMENT OF TERM: The term of this Lease (the "Term") shall commence on July 17, 2024 (the "Commencement Date"), and expire on July 16, 2025, unless sooner terminated, as provided herein. 4. ADDITIONAL LEASE CONDITIONS: Tenant acknowledges that this lease is subject to compliance with the additional lease conditions attached hereto as Exhibit B. These additional lease conditions are a material part of this lease agreement and any default of these conditions will be deemed a major breach and will subject this lease to termination per the terms identified herein. 5. EXTENSION PERIODS: Landlord shall have the right, but not the obligation, to provide Tenant the option to extend the Term for up to one (1) year, or any part thereof, on the same terms and conditions as set forth in this Lease. Such extension shall be agreed to in writing by the Landlord and Tenant prior to the expiration of the Term or any extension period then in effect. If Tenant does not exercise its option to extend as provided herein, Tenant will be deemed a holdover Tenant and subject to paragraph 7 of this Lease. The Lease is subject to a Consumer Price Index (CPI) increase for any extension period. 6. RENT: Upon the Commencement Date, Tenant shall pay to Landlord, as rent ("Rent") the monthly sum of Eight Thousand, Six Hundred Twenty -One Dollars and 00/100 ($8,621.00) Page 1 of 11 City Council 19 — 3 7/16/2024 in advance, on the 1st day of each calendar month and continuing through the life of the Term. Any partial month shall be prorated at $287 per day. All payments of Rent and other sums due to Landlord hereunder shall be made payable to "The City of Santa Ana" and remitted to: City of Santa Ana M-13, 20 Civic Center Plaza, PO Box 1988, Santa Ana, CA 92702. A LATE CHARGE OF TEN PERCENT (10%) SHALL BE APPLIED TO ANY PAYMENT HEREUNDER DUE BUT UNPAID AFTER THE 1 OTH of the month. 7. HOLDOVER: Tenant has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Tenant holds over, then the Rent shall be increased to 150% of the Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Landlord to any holding over by Tenant. Any holding over by Tenant of the Premises after the expiration or termination of this Lease shall operate and be construed as a tenancy from month to month subject to the terms of this Lease, terminable by either party upon thirty (30) days prior written notice to the other. 8. LANDLORD'S TITLE: (a) Landlord hereby covenants, represents and warrants to Tenant that Landlord has fee simple title to the Premises and has the full right and lawful authority to make this Lease. Notwithstanding anything contained herein to the contrary, if there are any liens, security interests, restrictions, leases, encumbrances, encroachments, laws, ordinances, governmental rules or regulations, title restrictions, zoning, endangered species or any other matters which in fact interfere with Tenant's use of the Premises, then Tenant may terminate this Lease without owing any liability to Landlord. Landlord covenants that so long as Tenant is not in monetary default as defined hereunder, Tenant shall have quiet and peaceful possession and enjoyment of the Premises, all improvements located thereon and of all easements, rights and appurtenances thereunto belonging. 9. DELIVERY OF POSSESSION UPON TERMINATION OR EXPIRATION OF TERM: Tenant agrees to deliver to Landlord physical possession of the Premises upon the termination or expiration of this Lease in good condition except, however, ordinary wear and tear, damage by fire or any other casualty, or damage from any other cause unless such other cause is solely attributable to the negligence of Tenant. 10. ASSIGNMENT AND SUBLETTING: Tenant may not assign this Lease or sublet the Premises or any part thereof without the prior written consent of Landlord. 11. TENANT'S REPAIRS, ALTERATIONS AND FIXTURES: Except for reasonable wear and tear, Landlord agrees at Landlord's expense to (1) provide general building maintenance, and (2) maintain in good repair the foundation, retaining walls and structural soundness of the Premises. Landlord agrees to keep the Premises in good repair, including the plumbing, electrical wiring, air-conditioning and heating equipment. Subject to Landlord approval, Tenant may make and pay for any renovations, alterations and improvements to the Premises as Tenant deems desirable and Tenant agrees that all such alterations and improvements shall be made in a good and workmanlike manner and in such fashion as not to diminish the value of the building, and that Page 2 of 11 City Council 19 — 4 7/16/2024 no such alterations shall compromise the structural integrity of the Premises. All improvements, additions, alterations, and repairs shall be in accordance with applicable laws and at Tenant's own expense. Tenant shall indemnify and defend Landlord for all liens, claims, or damages caused by remodeling, improvements, additions, alterations, and major repairs made by Tenant. It shall be Tenant's duty to keep the Premises free and clear of all liens, claims, and demands for work performed, materials furnished, or operations conducted on the Premises at the request of Tenant. On surrendering possession of the Premises to Landlord at the expiration or sooner termination of this Lease, Tenant shall be required to return the premises in the same condition upon commencement of lease except for normal wear and tear. Tenant may paint the interior of the Premises and may also paint, erect, or authorize the installation of "temporary signs" in accordance with a signage plan that is pre -approved by the Landlord. Landlord shall not install or maintain, or permit anyone other than Tenant to install or maintain, any signs on any part of the Premises or within the air space above the Premises during the Term of this Lease. 12. MAINTENANCE: Landlord shall provide at its own cost and expense janitorial services for the Premises. Janitorial supplies and services shall be provided on a five -day -per - week basis. 13. COMPLIANCE WITH LAWS: Tenant shall make and pay for nonstructural improvements and alterations to comply with all applicable laws, rules, regulations, and ordinances of any and all applicable governmental entities (the "Governmental Laws") applying to the physical condition of the Premises and the building located thereon and arising solely from Tenant's conduct of business. TENANT ACKNOWLEDGES THAT THE PREMISES HAS NOT UNDERGONE AN INSPECTION BY A CERTIFIED ACCESS SPECIALIST (CASP). 14. UTILITIES: Landlord agrees to pay for all utilities furnished to the Premises and which are consumed by Tenant, during the Term, including charges or assessments for water, sewer, gas, heat, electricity, garbage disposal and trash disposal. 15. ESTOPPEL CERTIFICATES: Landlord and Tenant shall, from time to time upon thirty (30) days' request by the other (but not to exceed more than three (3) times in any given calendar year), execute, acknowledge and deliver a statement, dated currently, certifying that this Lease is unmodified and in full, force and effect (or, if there have been modifications, that this Lease is in full effect as modified, and identifying such modifications) and the dates to which the Rent have been paid, and that no default exists in the observance of this Lease and no event of default has occurred and is continuing, or specifying each such default or event of default of which Landlord or Tenant may have knowledge, it being intended that any such statement may be relied upon by Landlord's or Tenant's Mortgagees, any prospective purchaser of the interest of Landlord or Tenant in their respective premises described herein. 16. INDEMNITY: Tenant shall indemnify, defend, and hold harmless City, and its respective agents, representatives, employees, subsidiaries and affiliates ("Covered Parties") Page 3 of 11 City Council 19 — 5 7/16/2024 from and against any and all actions, suits, claims, demands, judgments, losses, expenses, or liabilities, injuries and damages to persons and property, including death, arising out of or related to Tenant's use of the Premises, the entry by Tenant or entity invited by Tenant on the Premises or surrounding property, or Tenant's breach or default in the performance of any of tis obligations under this Agreement; provided, however, that Tenant will not be obligated to indemnify the Covered Parties from any claims arising solely from the negligence or willful misconduct of a Covered Parry. If any action or proceeding is brought against any Covered Party by reason of any such claim, Tenant, upon receipt of written notice from Covered Party, shall defend the same at Tenant's expense with legal counsel reasonably acceptable to Covered Parry. Payment shall not be a condition precedent to recovery under any indemnification in this Agreement, and a finding of liability or an obligation to indemnify shall not be a condition precedent to the duty to defend. The provisions of this Section 15 shall survive the termination or expiration of this Agreement. 17. INSURANCE: Tenant shall procure and maintain, for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Tenant's operation and use of the Premises. The cost of such insurance shall be borne by Tenant. a. Minimum Scope and Limit of Insurance (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 $2,000,000 per occurrence and $4,000,000 aggregate. (2) 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. (3) Property Insurance. Coverage shall be on a broad form basis against all perils for damage to and loss of property, and tenant improvements or betterments, at full replacement cost with no coinsurance penalty provision. (4) Broader Coverage. These insurance requirements shall not in any way act to reduce coverage that is broader or includes higher limits than the minimums shown above. If Tenant 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 Tenant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. The insurance provided under this Agreement shall not contain any restrictions or limitations which are inconsistent with City's rights under this Agreement. b. Other Insurance Provisions Page 4 of 11 City Council 19 — 6 7/16/2024 The above required insurance policies are to contain or be endorsed to contain the following provisions: (1) Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Tenant including materials, parts, or equipment furnished in connectionwith such work or operations. (2) Waiver of Subrogation. Tenant's insurance company(ies) agree(s) to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which may arise from work performed by Tenant under this Agreement. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (3) Primary Coverage. For any claims related to this contract, the Tenant's insurance coverage shall be primary and any insurance or self-insurance maintained by City, its City Council, its officers, officials, employees, or volunteers shall be excess of the Tenant's insurance and shall not contribute with it. (4) Severability. A severability of interest provision must apply for all the additional insured, ensuring that Tenant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. (5) Notice of Cancellation. Insurance policy(ies) herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non - renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment. (6) Certificate Holder. The Certificate Holder on each Evidence of the Insurance certificate shall be: City of Santa Ana, Attention: (name of Department staff responsible for Agreement), 20 Civic Center Plaza M-XX (responsible staff's Department mail box), Santa Ana, CA 92701. C. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than AXII, unless otherwise acceptable to the City. d. Self -Insured Retentions. Self -insured retentions must be declared to and approved by City. The City may require Tenant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses with the retention. Page 5 of 11 City Council 19 — 7 7/16/2024 e. Verification of Coverage. Tenant 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 allpolicy endorsements before occupying the premises. A statement on a Certificate(s) of Insurance will not be accepted in lieu of the actual endorsements required herein. All Certificates of Insurance and endorsements are to be received and approved by City before Tenant is to occupy the premises. Failure to obtain the required documents prior to the work beginning shall not waive Tenant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. f. Failure to Maintain Insurance Coverage. If Tenant, for any reason, fails to maintain insurance coverage, which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. City, at its sole option, may terminate this Agreement at any time and obtain damages from Tenant resulting from said breach. Alternatively, City may purchase such coverage, but ahs no obligation to do so, and seek reimbursement for such cost of insurance premiums from Tenant. g. 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. 17. DAMAGE BY CASUALTY (a) In the event of a fire or other casualty in the Premises, Tenant shall immediately give notice thereof to Landlord. (b) If the Premises, through no fault of Tenant, its agents, employees, invitees, or visitors, shall be partially destroyed by fire or other casualty so as to render the Premises untenantable as reasonably determined by Landlord, Rent shall abate in proportion to the percentage of square footage of the Premises rendered unusable until such time as the Premises are made tenantable as reasonably determined by Landlord. The entire Premises shall be made tenantable by Landlord's diligent repair within sixty (60) days following the fire or casualty incident. (c) Except where Landlord is not obligated to repair or rebuild the Building or the Premises, Landlord will use due diligence to repair or rebuild the same (except that Landlord will have no obligation to repair or replace any alteration, addition, or improvements to the Premises other than the Tenant Improvements installed at Landlord's expense which will be repaired only to the level of Building Standard Improvements). (d) In the event of (i) the total destruction of the Premises, (ii) the partial destruction of the Premises or the Building where the same is so damaged that it cannot, in Landlord's reasonable opinion, be repaired within sixty (60) days of the occurrence of such damage, or (iii) Page 6 of 11 City Council 19 — 8 7/16/2024 damage or destruction as a result of any casualty for which insurance proceeds are not available to pay 100% of the cost of repair or rebuilding, Landlord will have no obligation to repair or rebuild the Premises or the Building. Landlord will make its determination whether to repair or rebuild within sixty (60) days of the occurrence of such damage or destruction. Upon notification to Tenant of Landlord's decision not to repair or rebuild, this Lease shall terminate. In such an event, Tenant shall be reimbursed by Landlord any rent monies transferred from Tenant to Landlord during this sixty (60) day period within fourteen (14) days after the termination of the lease. 18. EMINENT DOMAIN: (a) If (i) all or part of the Premises, the building located thereon, or (ii) so much of any rights in the Premises or the building located thereon shall be taken or appropriated under any right of eminent domain or under any other legal right whereby the taking authority is obligated to compensate Landlord therefor so that there does not remain premises suitable in the sole opinion of Tenant for the operation of its business, then Tenant may terminate and cancel this Lease without owing any liability to Landlord as of the date on which the condemning authority takes physical possession upon giving to Landlord written notice of such election. Landlord agrees immediately within ten (10) days after any notice of intended or actual taking or appropriation to give Tenant written notice thereof, providing to Tenant full details of such taking or appropriation, including, without limitation copies of all condemnation plans or surveys submitted by the condemning authority, a statement of the nature of the project to be conducted by the condemning authority, and such other information as might be necessary to enable Tenant to determine its future course of conduct. TENANT ACKNOWLEDGES THAT LANDLORD'S EXERCISE OF ITS RIGHT TO TERMINATE THIS LEASE UNDER ANY THIS PARAGRAPH SHALL NOT ENTITLE TENANT TO ANY RIGHTS OR CLAIMS FOR RELOCATION BENEFITS OR ANY OTHER CLAIMS RELATED TO CONDEMNATION OR INVERSE CONDEMNATION. (b) If this Lease shall be terminated and canceled as a result of any taking or appropriation, Tenant shall be released from any further liability and Rent and other sums for the last month of Tenant's occupancy shall be prorated and Landlord shall immediately refund to Tenant any sums paid in advance. (c) Tenant reserves unto itself the right to prosecute Tenant's claim for an award for damages for the termination of this Lease caused by such appropriation or taking, together with damages based on the value of Tenant's improvements and Tenant's fixtures and other personal property erected or installed on the Premises and damages Tenant may sustain to the interest in the business operated by Tenant on the Premises, including, but not limited to, goodwill, patronage, and the removal, relocation, and replacement costs and expenses caused by such appropriation or taking, and Tenant may file such claims as are permitted by law for the loss of its leasehold interest, business dislocation damages, moving expense, or other damages caused by such taking or appropriation. Tenant's right to receive compensation or damages for its fixtures or its personal property shall not be affected in any manner by this Lease. 19. LIENS: Tenant shall promptly remove and discharge, at its cost and expense, all mechanic's liens, or other liens, for labor performed or materials furnished with respect to the Premises by or for Tenant. Page 7 of 11 City Council 19 — 9 7/16/2024 20. PARKING AREA: Tenant acknowledges that Landlord has entered into an agreement with the Orange County Transportation Authority for the construction of the OC Streetcar at SARTC, which is under construction. Such construction may affect the number of parking spaces available at any one time, though it is not possible to determine the precise effect at the time of this Lease. Surface Parking Lots I and 2 allow up to 72-hour parking. Landlord will provide parking passes to identify all Tenant vehicles parked at SARTC at no cost to Tenant. If the parking structure at SARTC is full, Tenant and Tenant's agents, employees, customers and invitees must use the surface lots at SARTC. 21. TENANT'S DEFAULT: (a) If Tenant shall default in payment of Rent, when due, Landlord shall forward written notice, pursuant to Section 23, of such default to Tenant, and the failure of Tenant to cure such default within three (3) days after the date of receipt of such notice shall, at the sole option of Landlord, cause the termination of this Lease. (b) If Tenant shall default in the performance of any other terms or provisions of this Lease, and if Landlord shall give to Tenant written notice, pursuant to Section 23, of such default, and if Tenant shall fail to cure such default within thirty (30) days after receipt of such notice, Landlord at its sole option, shall cause the termination of this Lease immediately. 22. HAZARDOUS SUBSTANCES: (a) As used herein, the term "Hazardous Substances" shall mean, without limitation, any substance that is biologically or chemically active or any hazardous, toxic, or dangerous waste, substance (including, but not limited to, lead -based paint, asbestos or petroleum derivative substances), or material defined as such in (or for purposes of) (i) any state, federal or local environmental laws, interpretive letters, regulations, decrees or ordinances, (ii) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, (iii) the Resource Conservation and Recovery Act, (iv) any of the state or local "Super Fund", "Super Lien" or "Cleanup Lien" laws or (v) any other federal, state or local statute, law, ordinance, code, rule, interpretive letter, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any such substances or materials or any amendments or successor statutes with respect to any of the foregoing. (b) During the Term of this Lease, Tenant represents and warrants that no Hazardous Substances will be stored on the Premises and no Hazardous Substances will be discharged on the Premises by Tenant. Tenant agrees that such representations and warranties shall survive any termination of this Lease, and Tenant agrees to indemnify and hold harmless Landlord from any and all costs, expenses, claims and damages, including, but not limited to, attorneys' fees and costs of remediation, arising from Tenant's breach of any of the representations and warranties contained in this Section. 23. NOTICE: Any notice, tender, demand, delivery, or other communication pursuant to this Lease 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, to the following persons. Page 8 of 11 City Council 19 — 10 7/16/2024 TO TENANT: PGH Wong Engineering, Inc. Attn: Peter G.H. Wong 182 2nd St. Suite 500 San Francisco, CA 94105-3801 TO CITY: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) Santa Ana, California 92701 AND City Clerk City of Santa Ana 20 Civic Center Plaza (M-29) Santa Ana, California 92701 A party may change its address by giving notice in writing to the other party at least 15 days prior to the effective change. 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. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 24. USE: For the purposes of this Lease, Tenant's intended use of the Premises is strictly for office space. No other use of the Premises shall be permitted without written consent of Landlord. 25. GENERAL PROVISIONS: (a) This Lease (and the documents referred to herein) constitutes the entire agreement between the parties pertaining to the lease of Suite 220 contained herein and supersedes any and all prior and contemporaneous agreements, representations and understandings, oral or otherwise, between or among the parties with respect to the matters contained herein. (b) This Lease shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, legatees, distributes, legal representatives, successors and assigns. (c) This Lease shall not be modified, amended or supplemented, in whole or part, without the prior written consent of all parties hereto. Each and every waiver of any covenant, representation, warranty or any other provision hereof must be in writing and signed by each party whose interests are adversely affected by such waiver. No waiver granted in any one instance shall be construed as a continuing waiver applicable in any other instance. (d) If any legal action or other proceeding is brought for the enforcement hereof, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions hereof, the successful or prevailing party or parties shall be entitled to recover attorneys' fees, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. Page 9 of 11 City Council 19 —11 7/16/2024 (e) The parties hereby agree that each party and its attorneys have reviewed and revised this Lease and that the normal rule of construction, to the effect that any ambiguities are resolved against the drafting party, shall not be employed in the interpretation of this Lease and no other rule of strict construction shall be used against any parry. All exhibits and schedules attached or to be attached hereto, and all other agreements and instruments referred to herein, are hereby incorporated herein by reference, as fully as if copied herein verbatim. (f) This Lease shall be governed by the internal laws of the State of California without regard to and excluding its principles of conflicts of laws. (g) The parties further agree that upon request, they shall do such further acts and deeds, and shall execute, acknowledge, deliver and record such other documents and instruments, as may be reasonably necessary from time to time to evidence, confirm or carry out the intent and purposes of this Lease. (h) Unless the context in which used clearly requires another construction, throughout this Lease, the masculine gender shall be deemed to include the neuter of feminine or both, the neuter gender shall include the masculine or both, and the singular of terms shall include the plural and vice versa. The section headings are for convenience only and shall not affect the construction hereof. (i) If any one or more of the provisions hereof shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity or enforceability of any other provision hereof, which shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. The parties intend that if any provision hereof is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid. 0) Time is of the essence in the performance of each parry's respective obligations. (k) This Lease may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one in the same instrument, and it shall not be necessary that any single counterpart bear the signatures of all parties. (1) Unless expressly stated to be exclusive, no remedy conferred herein shall be deemed to be exclusive of any other remedy conferred herein or any other remedy now or hereafter available at law or equity. All remedies conferred herein, and all remedies now or hereafter available at law or equity, shall be deemed to be cumulative and not alternative, and may be enforced concurrently or successively. (m) All provisions of this Lease shall be construed as covenants and agreements where used in each separate provision hereof and shall bind and inure to the benefit of the parties hereto, their respective heirs, legal representatives, successors and assigns. (n) All periods of time shall include Saturdays, Sundays and legal holidays; provided that, if the last day to perform any act or give notice falls on a Saturday, Sunday or legal holiday, Page 10 of 11 City Council 19 — 12 7/16/2024 then such act or notice shall be timely performed if given on the next succeeding business day. (o) Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association between Landlord and Tenant, and no provision contained in this Lease nor any acts of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above. ATTEST: Jennifer L. Hall Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho City Attorney -• 1 By: Br on Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL Nabil Sabaag§fy5,gn0etl by WERaba Nabil Saba, PE Executive Director Public Works Agency CITY OF SANTA ANA Alvaro Nunez Acting City Manager PGH WONG ENGINEERING, INC. Z4 By: Peter G.H. Wong Chief Executive Officer Page 11 of 11 City Council 19 — 13 7/16/2024 EXHIBIT A City Council 19 — 14 7/16/2024 C9 =Z aR: N O N ti 0 Qn U00 CO LO I rn O 2) co c co a� J C�1 EXHIBIT B City Council 19 — 16 7/16/2024 EEXHIBIT ADDITIONAL LEASE CONDITIONS SARTC business hours are seven days a week from 5AM to midnight and there is on -site security 24/7. If tenant needs to access tenant space during non -business hours, they Wd"Angr Ry at �r1o�e 1V31 gement Office with a point business house and after hours. Tenant has the ability to terminate with 30-day notice. City Council 19 — 17 7/16/2024 Public Works Agency www.santa-ana.org/public-works Item # 20 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 16, 2024 TOPIC: Lease Agreement for Office Space at SARTC AGENDA TITLE Approve a Lease Agreement with Walsh Construction Company II, LLC for Office Space at the Santa Ana Regional Transportation Center RECOMMENDED ACTION Authorize the City Manager to execute a lease agreement with Walsh Construction Company II, LLC to compensate the City $11,627 per month, with any partial month prorated at $388 per day, for the lease of approximately 4,429 square feet of office space located at the Santa Ana Regional Transportation Center for a 12-month term beginning on July 16, 2024 and ending July 15, 2025, with the option of 12 one -month extensions, for a total of $279,850 in lease revenue for the entire term of the agreement, including optional extensions (Agreement No. A-2024-XXX). GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION The Santa Ana Regional Transportation Center (SARTC) is a regional transportation hub that brings together Amtrak, Metrolink, Orange County Transportation Authority (OCTA), interstate bus services, and in the future, the OC Streetcar. The facility is open to the public seven days a week from 5.00 a.m. to midnight and contains approximately 35,000 square feet of rental space, including ten bus bays. The OC Streetcar is the first modern streetcar project to be built in Orange County. It will service Santa Ana's historic downtown which includes federal, state, and local courthouses, government offices, colleges, an artists' village, and a thriving restaurant scene. The OC Streetcar will operate along a 4.15-mile route that connects SARTC and a new transit hub at Harbor Boulevard and Westminster Avenue in Garden Grove. As the lead agency for the OC Streetcar Project, OCTA selected Walsh Construction as the Contractor for this project. In December 2018, Walsh Construction Company II, LLC approached the City to lease office space at the SARTC. The City Council proceeded to approve a three-year site lease agreement with Walsh Construction to lease Suite 200 at SARTC. With the OC Streetcar still underway, the City entered into a new lease agreement with Walsh Construction Company II, LLC in June 2022. Walsh Construction City Council 20-1 7/16/2024 Lease Agreement for Office Space at SARTC July 16, 2024 Page 2 Company II, LLC is now requesting to continue leasing the same space at SARTC for the duration of the OC Streetcar Project. Staff recommends continuing to lease Suite 200, consisting of approximately 4,429 square feet of office space at SARTC for a one-year term, with the option of 12 one - month extensions to Walsh Construction Company II, LLC. By leasing available office space to Walsh Construction Company II, LLC, lease revenue will be generated for the SARTC day -to day operations (Exhibit 1). ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. FISCAL IMPACT Approval of the site lease agreement obligates Walsh Construction Company II, LLC, to compensate the City $279,850 for the term of the lease agreement, including the option for twelve one -month renewal options, for lease of interior office space at the SARTC. Revenue from this lease agreement has been budgeted in the Public Works Agency- SARTC Operations, Rental -Walsh Construction revenue account (06717002-53823). Accounting Unit Fund Description Accounting Unit, Account Fiscal Year Amount - Account # Description 2024-25 (July 06717002-53823 Regional Transp PWA-SARTC Operations, $134,105 16-June 30) Center Rental -Walsh Construction 2025-26 (July 06717002-53823 Regional Transp PWA-SARTC Operations, $5,820 1-15) Center Rental -Walsh Construction Optional Extensions 2025-26 (July 06717002-53823 Regional Transp PWA-SARTC Operations, $134,105 16 — June 30) Center Rental -Walsh Construction 2026-27 (July 06717002-53823 Regional Transp PWA-SARTC Operations, $5,820 1-15) Center Rental -Walsh Construction Total: $279,850 EXHIBIT(S) 1. Lease Agreement with Walsh Construction Company II, LLC Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Approved By: Alvaro Nunez, Acting City Manager City Council 20 — 2 7/16/2024 EXHIBIT 1 LEASE AGREEMENT BY AND BETWEEN THE CITY OF SANTA ANA AND WALSH CONSTRUCTION COMPANY, II, LLC FOR USE OF THE SANTA ANA REGIONAL TRANS VORTATION CENTER FACILITIES THIS LEASE (the "Lease") is made as of July 16, 2024, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City" or "Landlord"), and Walsh Construction Company II, LLC ("Tenant"). 1. EXHIBITS: The following exhibits are attached hereto and incorporated herein by reference: Exhibit "A" The Premises Exhibit `B" Additional Lease Conditions 2. PREMISES: Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon the terms, covenants and subject to the conditions set forth herein, a portion of the property located at 1000 East Santa Ana Boulevard in the City of Santa Ana, commonly known as the Santa Ana Regional Transportation Center (SARTC). Specifically, Tenant will be leasing the portion identified as Suite 200, consisting of approximately 4,429 square feet of interior office space (hereinafter referred to as the "PREMISES"). Tenant shall be solely responsible at its own expense for all improvements made to the Premises and obtain all necessary permits. The Premises are more particularly described in Exhibit A. 3. COMMENCEMENT OF TERM: The term of this Lease (the "Tenn") shall commence on July 16, 2024 (the "Commencement Date") and expire on July 15, 2024, unless sooner terminated or extended, as provided herein. Landlord shall have the right, but not the obligation, to provide Tenant the option to extend the Term for one (1) one (1) year period on the same terms and conditions as set forth in this Lease. The one (1) one (1) year extension option shall be agreed to in writing by the Landlord and Tenant prior to the expiration of the Term. Landlord may, upon 30 days' written notice to Landlord, terminate the one-year lease extension. 4. ADDITIONAL LEASE CONDITIONS: Tenant acknowledges that this lease is subject to compliance with the additional lease conditions attached hereto as Exhibit B. These additional lease conditions are a material part of this lease agreement and any default of these conditions will be deemed a major breach and will subject this lease to termination per the terms identified herein. 5. RENT: Upon the Commencement Date, Tenant shall pay to Landlord, as rent ("Rent") the monthly sum of Eleven Thousand and Seventy -Three Dollars ($11,627.00) in advance, on the 1 st day of each calendar month and continuing through the life of the Term. Any partial month shall be prorated at $388 per day. All payments of Rent and other sums due to Landlord hereunder shall be made payable to "The City of Santa Ana" and remitted to: City of Santa Ana M-13, 20 Civic Center Plaza, PO Box 1988, Santa Ana, CA 92702. A LATE CHARGE OF TEN 1 City Council 20 — 3 7/16/2024 Tenant's 's duty to keep the Premises free and clear of all liens, claims, and demands for work performed, materials furnished, or operations conducted on the Premises at the request of Tenant. On surrendering possession of the Premises to Landlord at the expiration or sooner termination of this Lease or any Extension Period, Tenant shall be required to return the premises in the same condition upon commencement of lease except for normal wear and tear. Tenant may paint the interior of the Premises and may also paint, erect or authorize the installation of "temporary signs" in accordance with a signage plan that is pre -approved by the Landlord. Landlord shall not install or maintain, or permit anyone other than Tenant to install or maintain, any signs on any part of the Premises or within the air space above the Premises during the Term or any Extension Period of this Lease. 11. MAINTENANCE: Landlord shall provide at its own cost and expense janitorial services for the Premises. Janitorial supplies and services shall be provided on a five -day -per - week basis in accordance with Exhibit C (Janitorial Specifications). 12. COMPLIANCE WITH LAWS: Tenant shall make and pay for nonstructural improvements and alterations to comply with all applicable laws, rules, regulations and ordinances of any and all applicable governmental entities (the "Governmental Laws") applying to the physical condition of the Premises and the building located thereon and arising solely from Tenant's conduct of business. TENANT ACKNOWLEDGES THAT THE PREMISES HAS NOT UNDERGONE AN INSPECTION BY A CERTIFIED ACCESS SPECIALIST (CASP). 13. UTILITIES: Landlord agrees to pay for all utilities furnished to the Premises and which are consumed by Tenant, during the Term and any Extension Period, including charges or assessments for water, sewer, gas, heat, electricity, garbage disposal and trash disposal. 14. ESTOPPEL CERTIFICATES: Landlord and Tenant shall, from time to time upon thirty (30) days' request by the other (but not to exceed more than three (3) times in any given calendar year), execute, acknowledge and deliver a statement, dated currently, certifying that this Lease is unmodified and in full, force and effect (or, if there have been modifications, that this Lease is in full effect as modified, and identifying such modifications) and the dates to which the Rent have been paid, and that no default exists in the observance of this Lease and no event of default has occurred and is continuing, or specifying each such default or event of default of which Landlord or Tenant may have knowledge, it being intended that any such statement may be relied upon by Landlord's or Tenant's Mortgagees, any prospective purchaser of the interest of Landlord or Tenant in their respective premises described herein. 15. INDEMNITY: Tenant shall indemnify, defend, and hold harmless City, and its respective agents, representatives, employees, subsidiaries and affiliates ("Covered Parties") from and against any and all actions, suits, claims, demands, judgments, losses, expenses, or liabilities, injuries and damages to persons and property, including death, arising out of or related to Tenant's use of the Premesis, the entry by any Tenant Party on the License Area or 3 City Council 20 — 4 7/16/2024 Other Insurance Provisions: The above required insurance policies are to contain or be endorsed to contain the following provisions: i . City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Tenant's CGL and Automobile Liability policies, with respect to liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Tenant's Insurance companies agrees to waive all rights of subrogation against City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Tenant under this Agreement. 3. For any claims related to this contract, Tenant's insurance coverage shall be primary and any insurance maintained by City of Santa Ana, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Tenant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written shall be provided to City for policy cancellation or non - renewal due to non-payment. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Nabil Saba P.E.), 20 Civic Center Plaza M-21), Santa Ana, CA 92701. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A: VII. The current A.M. Best rating for each insurer shall be noted on the Certificate(s) of Insurance. Self -Insured Retentions Self -insured retentions must be declared to and approved by City. The City may require Tenant 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. Verification of Coverage Tenant shall furnish City with original Certificate(s) of Insurance and all required amendatory endorsements or copies of the applicable policy language effecting coverage requiredby this clause and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before occupying the premises. A statement on a Certificate(s) of Insurance will not be accepted in lieu of the actual endorsements required herein. All Certificates of Insurance and endorsements are to be received and approved by City before Tenant is to occupy the premises. Failure to obtain the required documents prior to the work beginning shall not waive Tenant's obligation to provide them. City 5 City Council 20 — 5 7/16/2024 18. EMINENT DOMAIN: (a) If (i) all or part of the Premises, the building located thereon, or (ii) so much of any rights in the Premises or the building located thereon shall be taken or appropriated under any right of eminent domain or under any other legal right whereby the taking authority is obligated to compensate Landlord therefor so that there does not remain premises suitable in the sole opinion of Tenant for the operation of its business, then Tenant may terminate and cancel this Lease without owing any liability to Landlord as of the date on which the condemning authority takes physical possession upon giving to Landlord written notice of such election. Landlord agrees immediately within ten (10) days after any notice of intended or actual taking or appropriation to give Tenant written notice thereof, providing to Tenant full details of such taking or appropriation, including, without limitation copies of all condemnation plans or surveys submitted by the condemning authority, a statement of the nature of the project to be conducted by the condemning authority, and such other information as might be necessary to enable Tenant to determine its future course of conduct. TENANT ACKNOWLEDGES THAT LANDLORD'S EXERCISE OF ITS RIGHT TO TERMINATE THIS LEASE UNDER ANY THIS PARAGRAPH SHALL NOT ENTITLE TENANT TO ANY RIGHTS OR CLAIMS FOR RELOCATION BENEFITS OR ANY OTHER CLAIMS RELATED TO CONDEMNATION OR INVERSE CONDEMNATION. (b) If this Lease shall be terminated and canceled as a result of any taking or appropriation, Tenant shall be released from any further liability and Rent and other sums for the last month of Tenant's occupancy shall be prorated and Landlord shall immediately refund to Tenant any sums paid in advance. (c) Tenant reserves unto itself the right to prosecute Tenant's claim for an award for damages for the termination of this Lease caused by such appropriation or taking, together with damages based on the value of Tenant's improvements and Tenant's fixtures and other personal property erected or installed on the Premises and damages Tenant may sustain to the interest in the business operated by Tenant on the Premises, including, but not limited to, goodwill, patronage, and the removal, relocation, and replacement costs and expenses caused by such appropriation or taking, and Tenant may file such claims as are permitted by law for the loss of its leasehold interest, business dislocation damages, moving expense, or other damages caused by such taking or appropriation. Tenant's right to receive compensation or damages for its fixtures or its personal property shall not be affected in any manner by this Lease. 19. LIENS: Tenant shall promptly remove and discharge, at its cost and expense, all mechanic's liens, or other liens, for labor performed or materials furnished with respect to the Premises by or for Tenant. 20. PARKING AREA: Tenant acknowledges that Landlord has entered into an agreement with the Orange County Transportation Authority for the construction of the OC Streetcar at SARTC, which is under construction. Such construction may affect the number of parking spaces available at any one time, though it is not possible to determine the precise effect at the time of this Lease. Surface Parking Lots 1 and 2 allow up to 72-hour parking. Landlord will provide parking passes to identify all Tenant vehicles parked at SARTC at no cost to Tenant. If FA City Council 20 — 6 7/16/2024 AND Clerk of Council City of Santa Ana 20 Civic Center Plaza (M29) Santa Ana, California 92701 A party may change its address by giving notice in writing to the other party at least 15 days prior to the effective change. 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. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 24. USE: For the purposes of this Lease, Tenant's intended use of the Premises is strictly for office space. No other use of the Premises shall be permitted without written consent of Landlord. 25. GENERAL PROVISIONS: (a) This Lease (and the documents referred to herein) constitutes the entire agreement between the parties pertaining to the lease of Suite 220 contained herein and supersedes any and all prior and contemporaneous agreements, representations and understandings, oral or otherwise, between or among the parties with respect to the matters contained herein. (b) This Lease shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, legatees, distributes, legal representatives, successors and assigns. (c) This Lease shall not be modified, amended or supplemented, in whole or part, without the prior written consent of all parties hereto. Each and every waiver of any covenant, representation, warranty or any other provision hereof must be in writing and signed by each party whose interests are adversely affected by such waiver. No waiver granted in any one instance shall be construed as a continuing waiver applicable in any other instance. (d) If any legal action or other proceeding is brought for the enforcement hereof, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions hereof, the successful or prevailing party or parties shall be entitled to recover attorneys' fees, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. (e) The parties hereby agree that each party and its attorneys have reviewed and revised this Lease and that the normal rule of construction, to the effect that any ambiguities are resolved against the drafting party, shall not be employed in the interpretation of this Lease and no other rule of strict construction shall be used against any party. All exhibits and schedules attached or to be attached hereto, and all other agreements and instruments referred to herein, are hereby incorporated herein by reference, as fully as if copied herein verbatim. 4 City Council 20 — 7 7/16/2024 Lease nor any acts of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: M Jose NVontoya Assistant City Attorney RECOMMENDED FOR APPROVAL Nabil Saba N a b i l Saba Date:210signed24.07 02�11:44:08 07 00' Nabil Saba, PE Executive Director Public Works Agency CITY OF SANTA ANA Alvaro Nunez Acting City Manager Walsh Construction Company II, LLC. 11 City Council 20 — 8 7/16/2024 � I 4 1 V IPLIX3 City Council 20-9 7/16/2024 Public Works Agency www.santa-ana.org/public-works Item # 21 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 16, 2024 TOPIC: Painting and Wrought Iron Restoration at Santa Ana Regional Transportation Center AGENDA TITLE Construction Contract to AJ Fistes Corporation in the Amount of $719,100 for the Painting and Wrought Iron Restoration (Project No. 24-6060 & 24-6061) (Non -General Fund) RECOMMENDED ACTION 1. Award a construction contract to AJ Fistes Corporation, the lowest responsible bidder, in accordance with the base bid in the amount of $719,100, subject to change orders for Painting and Wrought Iron Restoration for the term beginning upon execution of the contract and ending upon project completion, and authorize the City Manager to execute the contract. 2. Approve the Project Cost Analysis for a total estimated construction delivery cost of $1,197,000, which includes $719,100 for the construction contract, $107,865 for contract administration, inspection, and testing, and a $370,035 project contingency for unanticipated or unforeseen work. 3. Approve an amendment to the FY 2024-25 Capital Improvement Program to include $1,197,000 in construction funding approved in FY 2023-24 from the Clean California Local Grants Program through the California Department of Transportation. 4. Determine that, pursuant to the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER-2024-43 was filed for projects 24-6060 and 24-6061. GOVERNMENT CODE §84308 APPLIES: No DISCUSSION In September 1985, the Santa Ana Regional Transportation Center (SARTC) was opened and quickly became a major transportation hub in Orange County. Located at 1000 E Santa Ana Blvd., Santa Ana, CA 92701 (Exhibit 1), SARTC serves as a hub for various transportation services, including Amtrak intercity rail service, Metrolink City Council 21 — 1 7/16/2024 Painting and Wrought July 16, 2024 Page 2 Iron Restoration at Santa Ana Regional Transportation Center commuter rail service, and several local and regional bus services (i.e. Orange County Transportation Authority (OCTA), Greyhound, and other bus services). The Spanish and Mediterranean Revival architectural style of SARTC features ceramic red barrel roof tiles, stucco -style walls, and extensive use of painted tiles for decoration. The Public Works Agency (PWA) submitted a successful grant application for funding to the California Department of Transportation (Caltrans) Clean California Local Grants Program to revitalize the SARTC in the amount of $1,475,000. On December 5, 2023, the City Council adopted Resolution 2023-090, which authorized the Executive Director of the Public Works Agency to execute agreements with Caltrans for the SARTC Painting and Wrought Iron Fencing project. The scope of work includes repairing the exterior painting of the building and wrought iron fencing throughout the SARTC. This entails the restoration of existing wrought iron fencing to match the existing design of the facility. Additionally, the project will include ornamental wrought iron fencing replacement around the building, as well as the refurbishment of the iconic Santa Ana signage in the courtyard. After utilizing the grant funding to hire an architect to help develop a scope of work and identify treatments that best preserve the integrity of the existing finishes and details, the remaining grant funding of $1,197,000 will be allocated to the construction phase of the project to ensure that we maximize the use of these grant funds and avoid returning any funds to Caltrans. Public Outreach and Contractor Participation To provide an opportunity for local vendors to submit bids, the City notified a total of 1,183 regional vendors via PlanetBids, several of which are Santa Ana based. A total of seven bids were received. One bid was received from Santa Ana contractors. The project was advertised in PlanetBids on April 11, 2024. Bids were received electronically via Planetbids on May 8, 2024. No bid protest was submitted by any of the bidders during the bid protest period. Bid Results Summ Rank Bidder's Name Location Base Bid 1 AJ Fistes Corporation Long Beach, CA $719,100 2 Abajian Enterprise Santa Ana, CA $748,000 3 Harbor Coating and Restoration Orange, CA $1,002,000 4 CTG Construction Inc. Wilmington, CA $1,105,000 5 Pacific Contractors Group, Inc. Northridge, CA $1,221,000 6 US National Corporation Pacoima, CA $1,480,000 7 Color New Co. Woodland Hills, CA $2,160,000 City Council 21 — 2 7/16/2024 Painting and Wrought Iron Restoration at Santa Ana Regional Transportation Center July 16, 2024 Page 3 A total of seven bids were received and all were deemed responsive. AJ Fistes Corporation submitted the lowest responsive base bid in the amount of $719,100 (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 AJ Fistes Corporation in the amount of the base bid totaling $719,100 (Exhibit 3). This company specializes in general construction and painting services for Building Maintenance, Commercial Real Estate, and Construction. They have previously provided painting services at the Carnegie Navigation Center and hazardous material remediation at Fire Station #78. 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 and implementation of the labor requirements. 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 $1,197,000. Project Item Total Construction Contract Bid Amount $ 719,100 Construction Administration, Inspection, Testing $ 107,865 Contract Contingencies $ 370,035 TOTAL ESTIMATED CONSTRUCTION DELIVERY COST $ 1,197,000 ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Review No. ER-2024-43 was filed for the projects 24-6060 and 24-6061. FISCAL IMPACT As indicated in the Cost Analysis, the estimated total construction delivery cost of the project is $1,197,000, which includes construction, contract administration, inspection, and testing, and authorized contingencies of $370,035. The proposed contract enables staff to authorize a construction cost increase of up to $370,035, 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, staff will return to City Council with a project update and recommendations. The funding of $1,475,000 for these projects was appropriated in prior fiscal years' capital budget. As part of the Citywide budget carry -forward process, the request will be City Council 21 — 3 7/16/2024 Painting and Wrought Iron Restoration at Santa Ana Regional Transportation Center July 16, 2024 Page 4 submitted to the Finance Department for these funds to be carried forward into Fiscal Year 2024-25. The carry -forward is a citywide effort and is compiled with requests from various departments. It will be presented for City Council approval under a separate agenda item. The following table summarizes the funds budgeted for expenditure to deliver construction of this project: Fiscal Accounting Fund Accounting Unit, Amount Year Unit Description Account Description 06717650- Regional PWA — SARTC 2024-25 66200 Transp Operations, Buildings & 611,550 (24-6060) Center Building Improvements 06717650- Regional PWA — SARTC 2024-25 66220 Transp Operations, Improvements Other 585,450 (24-6061) Center Than Buildings Total $1,197,000 EXHIBIT(S) 1. Location Map 2. Bid Proposal 3. Construction Contract 4. Cost Analysis 5. Capital Improvement Project Worksheet Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Approved By: Alvaro Nunez, Acting City Manager City Council 21 — 4 7/16/2024 Exhibit 1 SANTA ANA PWA1 �J PUBLIC WORKS AGENCY Project Nos24-6060 & 24-6061: SARTC Painting and Wrought Iron Fencing City Council 21 — 5 7/16/2024 CITY OF SANTA ANA PROPOSAL EXHIBIT 2 Addendum No-3 Project Nos. 24-6060 & 24-6061 PROJECT NO.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: 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 SARTC Painting Improvements I LS $ 07 OD $ 2 SARTC Wrought Iron Fencing Improvements (includes curb repairs) 1 LS $ �� � 1� $ {Te 3 SARTC Wrought Iron Fencing Sections Replacement 1 LS $ SOPO $ 501t/`T 4 Railroad Right of Entry/Flagging * 1 LS $100, 00 $ I � CM 5 Construction Permit I LS $5,000 $ OCD TOTAL BASE BID 1 $ 51O qt7o ADD ALTERNATES I Paint Parking Garage 1 LS $UZ OfO $ r� ,� !�Z Spa 2 Paint Undersides of Collonades I LS $ � r"Tl n j� o O J $ 3 Capital Repair I LS $ $ TOTAL ADD ALTERNATE BID $ 2( 2 TOTAL COST (BASE BID + ADD ALTERNATES) $ V7 ( 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 7-3.5 of the Standard Specifications. The actual City Council P-1 OfP-1821 —6 7/16/2024 Addendum No.3 CITY OF SANTA ANA Project Nos. 24-6060 & 24-6061 PROPOSAL PROJECT NO.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION 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 number 100 working days after the commencement date stated in the Notice to Proceed. Upon issuance of the Notice to Proceed, Contractor shall immediately place order for long -lead time items. Work shall be completed by December 2024. 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 AA V' iAzX Signature of BIDDER Title (if an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) City Council P-2 of P-1 821 — 7 7/16/2024 CITY OF SANTA ANA PROPOSAL PROJECT NO.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION 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 theforegoing is true and correct. Name of Firm AJ FISTES CORPORATION Signature of BIDDER Title PRESIDENT (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) City Council P-3 ofP-1821 — 8 7/16/2024 CITY OF SANTA ANA PROPOSAL PROJECT NO.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION 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: AJ FISTES CORPORATION Business Address: 1244 N GAFFEY ST. SAN PEDRO CA 90731 Business E-Mail Address: AJFISTES@GMAIL.COM Telephone: 424.536.3142 State contractor's License No. and class: 729357 A, B, C-33 License Expiration Date: 1 1 •30.2024 State Dept. of Industrial Relations (DIR) 1000004394 Registration No.: State Dept. of Industrial Relations (DI1) 06.30.2024 Registration Expiration Date: Signed: Title: PRESIDENT City Council P-4 of P-1 §1 — 9 7/16/2024 CITY OF SANTA ANA PROPOSAL PROJECT NO.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct. Name of Firm AJ FISTES CORPkRATIPN Signature of BIDDER Title PRESIDENT (if an individual, so state) City Council P-5 of P-1§1 — 10 7/16/2024 CITY OF SANTA ANA PROPOSAL PROJECT NO.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION 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: %z% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name License #/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 NofJ idder 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 $ - ° P- City Council �21 —11 7/16/2024 CITY OF SANTA ANA PROPOSAL PROJECT NO.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION 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. 1. SWEETWATER UNION HIGH SCHOOL DISTRICT 1130 5TH AVE, CHULA VISTA CA 91911 Name and Address of Owner. 1'c ruM 441rW — Wet 7 9 G • 7721 Name and Telephone Number of person familiar with project. 393100 PAINTING 06.2022 Contract Amount Type of Work 2. MOUNTAINVIEW SCHOOL DISTRICT 3320 Gilman Rd., El Monte, CA 91732 Name and Address of owner. Name and Telephone Number of person 843700 PAINTING Contract Amount liar with project. Type of Work 3. TEMECULA VALLEY USD 27215 NICOLAS RD, TEMECULA CA 92591 Name and Addres of owner. 'far ldL a l . Name and Telep Number of person familiar with project. 1189900 PAINTING Contract Amount Type of Work Date Completed 09.2022 Date Completed 10.04.2023 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. IRS BONDING - 1633 E 4TH ST. #228, SANTA ANA CA 92701 MATHEW DOBYNS 714.541.4700 City Council P-9 of P-1821 — 12 7/16/2024 CITY OF SANTA ANA PROPOSAL PROJECT NO.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION ADDITIONAL REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed similar work in the past five years. 1. OXNARD USD 634 W KAMALA ST. OXNARD CA 93033 Name and Address of Owner. V�.l�►s1Q.t� l eslPyi2 - � � £�S': 15-14 Name and Telephone Number of person familiar with project. 254400 PAINTING 07.07.2023 Contract Amount Type of Work 2. SWEETWATER UNION HS DISTRICT 1130 5TH AVE, CHULA VISTA CA 91911 Date Completed Name and Address of owner. -101-JAZW(* MAC - (thy •746.1721 Name and Telephone Number of person familiar with project. 887400 PAINTING 07.07.2023 Contract Amount Type of Work 3. MOUNTAIN VIEW SCHOOL DISTRICT - 4220 GILMAN ROAD, EL MONTE CA 91732 ame and Address of owner. Name and Telephone Number of person familiar with project. 1473000 Contract Amount PAINTING Type of Work Date Completed 09.02.2023 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. RS BONDING City Council P-10 of P-1 �1 — 13 7/16/2024 CITY OF SANTA ANA PROPOSAL PROJECT NO.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION 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 P-12 ofP-1�1 — 14 7/16/2024 CITY OF SANTA ANA PROPOSAL PROJECT NO.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION 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. 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 su h persons, except as provided in Section 1420, and any contractor of public works violating t is Sectio is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: PRESIDENT Firm: AJ FISTES CORPORATION Date: 04.17.24 City Council P-13 ofP-1�1 — 15 7/16/2024 CITY OF SANTA ANA PROPOSAL PROJECT NO.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION 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: l . 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 a same amount or upon the same basis and in the same manner as the other contractors, ex pt contractors not signatory to the trust agreement shall pay alike amount to the California prenticesVp Council. Signed: Title: PRESIDENT Firm: AJ FISTES CORPORATION Date: 04. 1 7.24 City Council P-14 of P-1 �1 — 16 7/16/2024 CITY OF SANTA ANA PROPOSAL PROJECT NO.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION 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 sh 1 be prohibited from inducing, by any means, any person employed in the construction or repai V f public�dvork, to give up any part of the compensation to which he/she is otherwise entitled. �� Signed: Title: PRESIDENT Firm: AJ FISTES CORPORATION Date: 04.17.24 City Council P-15 of P-1 :�1 — 17 7/16/2024 Bond No.: AJFIS-2201 CITY OF SANTA ANA PROPOSAL PROJECT NO.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION KNOW ALL PRESENT that, A.J. Fistes Corporation , as BIDDER, and U.S. Specialty 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 (100/0) 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 12th day of April , 2024. BIDDER* A.J. Fistes Corporation 0 1244 N. Gaffey Street* San Pedro, CA 90731 Tel: 1(424) 536-3142 tt5S�-,�S SURETY* 801 S. Figueroa Street, Ste. 700 U.S. Specialty Insurance Company Los Angeles. CA 90017 0 / 1k n, _ Tel: 1(310) 957-3082 By: Hamilton Kenney, Attorney -in -Fact, 1633 E. Subscribed and sworn to before me , 20_. Signature: Fourth Street, Suite 228, Santa Ana, CA 92701, Telephone: 1(714) 541-4700 this day of 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. City Council 21 — 18 7/16/2024 s TOKIOMARINE H C C POWER OF ATTORNEY AMERICAN CONTRACTORS INDEMNITY COMPANY TEXAS BONDING COMPANY UNITED STATES SURETY COMPANY U.S. SPECIALTY INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS: That American Contractors Indemnity Company, a California corporation, Texas Bonding Company, an assumed name of American Contractors Indemnity Company, United States Surety Company, a Maryland corporation and U.S. Specialty Insurance Company, a Texas corporation (collectively, the "Companies"), do by these presents make, constitute and appoint: RANDY SPOHN, MATTHEW R. DOBYNS, ASHLEY M. SPOHN , or HAMILTON KENNEY of Santa Ana, California its true and lawful Attorney(s)-in-fact, each in their separate capacity if more than one is named above, with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver any and all bonds, recognizances, undertakings or other instruments or contracts of suretyship to include riders, amendments, and consents of surety, providing the bond penalty does not exceed ***** Twenty Million and 00/100 ***** Dollars ( *** $20,000,000.00 *** ). This Power of Attorney shall expire without further action on April 23rd, 2026. This Power of Attorney is granted under and by authority of the following resolutions adopted by the Boards of Directors of the Companies: Be it Resolved, that the President, any Vice -President, any Assistant Vice -President, any Secretary or any Assistant Secretary shall be and is hereby vested with full power and authority to appoint any one or more suitable persons as Attorney(s)-in-Fact to represent and act for and on behalf of the Company subject to the following provisions: Attomey-in-Fact may be given full power and authority for and in the name of and on behalf of the Company, to execute, acknowledge and deliver, any and all bonds, recognizances, contracts, agreements or indemnity and other conditional or obligatory undertakings, including any and all consents for the release of retained percentages and/or final estimates on engineering and construction contracts, and any and all notices and documents canceling or terminating the Company's liability thereunder, and any such instruments so executed by any such Attorney -in -Fact shall be binding upon the Company as if signed by the President and sealed and effected by the Corporate Secretary. Be it Resolved, that the signature of any authorized officer and seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by facsimile, and any power of attorney or certificate bearing facsimile signature or facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached. IN WITNESS WHEREOF, The Companies have caused this instrument to be signed and their corporate seals to be hereto affixed, this 1 gth day of Anril 2022. State of California County of Los Angeles On this 18th day of April 2022, before me, Sonia O. Carrejo, a notary public, personally appeared Daniel P. Aguilar, Vice President of American Contractors Indemnity Company, Texas Bonding Company, United States Surety Company and U.S. Specialty Insurance Company who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS m hand and official seal. soMUO.caaarJo Y Notary watt • California Lrx 6noss County Commission r 2398710 Signature (seal) Oy Comm. Expires Apr 73, 2026 - I, Kio Lo, Assistant Secretary of American Contractors Indemnity Company, Texas Bonding Company, United States Surety Company and U.S. Specialty Insurance Company, do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Companies, which is still in full force and effect; furthermore, the resolutions of the Boards of Directors, set out in the Power of Attorney are in full force and effect. In Witness Whereof, I have hereunto set my hand and affixed the seals of said Companies at Los Angeles, California this 12th day of April 2024 Bond No. AJFIS-2201 Agency No. 7721 - PDF POA i IIIIIIIM \lilililll, ♦ 'Su y\\\l\tllllll,l///'/ nW♦\\t uu 1/ ` \ Pperoq �NDIN ♦ q' `,♦ ginsur8j� Kio Lo, A i ant Secretary HCCSMANPOA07/2023 W ,nuP♦aP`• visit tmhcc.corri%surety for more information City Council 21 — 19 7/16/2024 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 ORANGE On before me, ERIKA G. MORGAN, NOTARY PUBLIC, personally appeared HAMILTON KENNEY , ® who proved to me on the basis of satisfactory evidence to be the person(s) whose nameW is/afe subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/iei authorized capacity fies), and that by his/heF/their signature{s-) on the instrument the persons-), or the entity upon behalf of which the personfs) acted, executed the instrument. N I certify under PENALTY OF PERJURY under the laws of the State of G. MORGAN California that the foregoing is true and correct. COMM.#23sa018 paragraph iLERIKA ORANGE COUNTY Comm. Expires May5,2025 WITNESS y and and official seal. h `Y gnature o otary 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 DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER ❑ PARTNER(S) ❑ LIMITED ❑ ATTORNEY -IN -FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) 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, or validity of that document. State of California 1 County of Los Angeles J} On 04/24/2024 Date personally appeared . before me, Tammie Anzevino, Notary Public Here Insert Name and Title of the Officer Anastasios Fistes Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. o' T TAMMIE AREVINO Notary Public • California s - Los Angeles County Commission Y 2354811 My Comm. Expires AP( i a. 2025 Place Notary Seal and/or Stamp Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS mhand and official seal. i Signature V Signature of Notfiry blic 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: 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: Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator n Other: Signer is Representing: Signer is Representing: ` )2019 National Notary Association City Council 21 — 21 7/16/2024 CITY OF SANTA ANA PROPOSAL PROJECT NO.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION FLEET COMPLIANCE CERTIFICATION Bidder hereby acknowledges that they have reviewed the California Air Resources Board's policies, rules and regulations and are familiar with the requirements of Title 13, California Code of Regulations, Division 3, Chapter 9, effective on January 1, 2024 (the "Regulation"). Bidder hereby certifies, subject to penalty for perjury, that the option checked below relating to the Bidder's fleet, and/or that of their subcontractor(s) ("Fleet") is true and correct: The Fleet is subject to the requirements of the Regulation, and the appropriate Certificate(s) of Reported Compliance have been attached hereto. The Fleet is exempt from the Regulation under section 2449.1(f)(2), and a signed description of the subject vehicles, and reasoning for exemption has been attached hereto. Bidder and/or their subcontractor is unable to procure R99 or R100 renewable diesel fuel as defined in the Regulation pursuant to section 2449.1(f)(3). Bidder shall keep detailed records describing the normal refueling methods, their attempts to procure renewable diesel fuel and proof that shows they were not able to procure renewable diesel (i.e. third party correspondence or vendor bids). The Fleet is exempt from the requirements of the Regulation pursuant to section 2449(i)(4) because this Project has been deemed an Emergency, as defined under section 2449(c)(18). Bidder shall only operate the exempted vehicles in the emergency situation and records of the exempted vehicles must be maintained, pursuant to section 2449(i)(4). The Fleet does not fall under the Regulation or are otherwise exempted and a detailed reasoning is attached hereto. Name of Bidder: AJ FIS S CORPORATION Signature: Na ANASTASIOS RISTES Title: PRESIDENT Date: 04.17.24 City Council P- 16 of P-24 — 22 7/16/2024 CITY OF SANTA ANA PROPOSAL PROJECT NO.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION PUBLIC CONTRACT CODE SECTION 10162 QUESTIONNAIRE 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 P-17 of P-1,;�1 — 23 7/16/2024 CITY OF SANTA ANA PROPOSAL PROJECT NO.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION STATEMENT REGARDING COMMUNITY WORKFORCE AGREEMENT (CWA) REQUIREMENTS This is to certify that the undersigned BIDDER, and subcontractors, have read and understood the CWA entered into by and between the City of Santa Ana, the Los Angeles/Orange Counties Building and Construction Trades Council, and the signatory Craft Councils and Local Unions, effective as of June 6, 2023. The undersigned BIDDER hereby agrees to comply with all terms and conditions of the CWA, and is capable of completing construction of the project continuously, and without interruptions or delays. If awarded any work covered by the CWA, BIDDER will also be required to sign the Letter of Assent that appears as Attachment A to the CWA. The undersigned BIDDER has revie ed the Public Works Construction Permit and required deposit described in Section 2-2a and tie Notice gkInviting Bids. Signed: Title: PRESIDENT Firm: AJ FISTES CORPORATION Date: 04.17.24 City Council P-18 of P-121 — 24 7/16/2024 CITY OF SANTA ANA PROPOSAL PROJECT NO.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION 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 NVn-collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making I false Xrtification may subject the certifier to criminal prosecution. Signed State of California County of CA 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 P-11 ofP-1�21 —25 7/16/2024 CALIFORNIA JURAT GOVERNMENT CODE § 8202 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 TAMMlEANZEVINO \= Notary Public - California Los Angeles County Commission a 235a817 My Cc"-r-. Expl•es Ap, ,a. 2025 Place Notary Seal and/or Stamp Above Subscribed and sworn to (or affirmed) before me on 08th day of May 2024 of Date by Month Year (1) Anastasios Fistes (and (2) ) Nome(s) of Signer(s) proved to me on the basis of satisfactory evidence to be the person(s) who ap a ed before me. Signatur. 'UPM A natureqtogy Nblic 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: Document Date: Signer(s) Other Than Named Above: 2019 National Notary Association Number of Pages: City Council 21 — 26 7/16/2024 CITY OF SANTA ANA PROPOSAL PROJECT NO.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION OWNERSHIP AFFIDAVIT STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS: CITY OF SANTA ANA ) ANASTAIOS FISTES , 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. CORPORATION That he is of AJ FISTES CORPORATION 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 an not collusive or sham, and has not in any manner sought by collusion to secure any advantage aga st the City of Santa Ana or any person interested in the proposed contract, for himself or any olper person. AJ FISTES CORPORATION Signature of Bidder Subscribed and sworn to before me this +7 day of APRIL 20 24 Signature of officer Administering Oath (Notary Public) City Council P-6 of P-1821 — 27 7/16/2024 CALIFORNIA JURAT GOVERNMENT CODE § 8202 _•,���:. ��.'�^'�-�ru rx-��sn�ze xsmtasaL�ncaurd,»�.. t�z„�-$'�7:�`# 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 *my TAAWE ANZEVINO Notary Public- CG:iforniaLos Angeles CountyCommission a 2354811 Comm. Expires Apr 18. 2025 Place Notary Seal and/or Stamp Above Subscribed and sworn to (or affirmed) before me on 08th day of May 2024 of Date by Month Year (1) Anastasios Fistes (and (2) ) Nome(s) of Signer(s) proved to me on the basi f satisfactory evidence to be the pers�i (s) who ap ear d before me. Signature A PfTiA�l A I Signature of /\14tory Public 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: Document Date: Signer(s) Other Than Named Above: _ C)2019 National Notary Association Number of Pages: City Council 21 — 28 7/16/2024 EXHIBIT 3 CITY OF SANTA ANA CONSTRUCTION CONTRACT AGREEMENT PROJECT NO.: 24-6060 & 24-6061 PAINTING AND WROUGHT IRON RESTORATION This CONSTRUCTION CONTRACT is made and entered into this 16th day of July, 2024 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 AJ Fistes Corporation. (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 Painting and Wrought Iron Restoration at Santa Ana Regional Transportation Center (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 Seven Hundred and Nineteen Thousand One Hundred Dollars and No Cents ($719,100.00), 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. City Council 21 — 29 'Wi8 d 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. 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 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: City Council 21 — 30 )7y f 7/2-ET4 (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; (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 By:ML-W . J SE MONTOYA Assistant City Attorney RECOMMENDED FOR APPROVAL: N a b i l Saba 1 Digitally signed Nab2 Saba Date: 2024.07.02 1:46:28 -07'00' NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA ALVARO NUNEZ Acting City Manager CONTRACTOR: AJ FISTES CORPORATION NA E: lA (.jj1p,0 TITLE V LY City Council 21 — 31 M /2 4 Exhibit A CCTV OF SANTA ANA addendum No.3 PROPOSAL Project Nos. 24-6060 & 24-6061 PROJECT N0.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: 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 sums) set forth in the following schedule: Item Description QtyTUnit S Unit Price $ p0 Amount $ 1(� `2 5AR7`C' Vi'rouigh� Iron Fencing Improvements (includes curb repairs) S $ i� � � �� j 3 SARTC' Wrought Iron Fencing Sections Replacement L SS $ $ 4 Railroad Right ofEntry/Flagging * 1 LS _ $100, 00 $ 5 Construction Permit 1 LS $5,000 $ I cub TOTAL BASE BID I $ ADD AlA-ERNA'rES ! Paint Parking Garage 1 I.,S $� 2 Paint Undersides of Collonades I t,s $� � $ZA �f__... L 3 Capital Repair I LS $ l*0 $ VA, Ll..aD TOTAL ADD ALTERNATE BID $ .G-lV TOTAL COST (BASE BID +ADD ALTERNATES) $ The lowest responsible bidder shall be selected based on the total base. bid. The City reserves the right to award the Base Bid, and anv, 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 7-3.5 of the Standard Specifications. The actual P-1 01'P-18 City Council 21 — 32 7/16/2024 Addendum No.3 CITY OF SANTA .ANA Project Nos. 24-6060 & 24-6061 PROPOSAL PROJECT NO.:24-6060 & 24-6061 SANTA ANA REGIONAL TRANSPORTATION CENTER PAINTING & WROUGHT IRON RESTORATION 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 ofthe Standard Specifications. TIME FOR COMPLETION OF IMPROVEMENTS AND LI T ITQATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within number 100 working_days after the commencement date stated in the Notice to Proceed. Upon issuance of the Notice to Proceed, Contractor shall immediately place order for long -lead time items. Work shall be completed by December 2024, 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 Signature of BIDDER Title r'f 1, l &,V- . w r-- - - , - . (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.) P-2 of P-18 City Council 21 — 33 7/16/2024 EXHIBIT 4 CONSTRUCTION OF PROJECT NO. 24-6060 & 24-6061: SARTC Painting and Wrought Iron Restoration Construction Contract $ 719,100.00 Contract Administration, Inspection and Testing $ 107,865.00 Contingencies $ 370,035.00 TOTAL ESTIMATED CONSTRUCTION COSTS $ 1,197,000.00 City Council 21 — 34 7/16/2024 o� w R w w _ m a� k2 Lee LU «o 2a « �z 2w «Lu m> 0w 2 o_j F5 a « 0 ( \ 0 / � \ / 2 a b o/ �_ ° LUCL k3 U� w\= LU w\ w n/¥ (T -) «t %, am« e a6� �z Li C14 cli co co / / 00 , , � co co CO , , � LL LL d \ k d \ k \ k LL \k/ LL LL 0 / 0 R R 0 } m R C0 \ LL 0 LL / 0 v \ Lu \ Lu \ k } 0 ■ e o a - a @ 0 \ j 2 $ 0 m @ / > o / N O N 2 � m q I N � E _ 0 U � m City Attorney Office www.santa-ana. org/city-attorneys-office Item # 22 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 16, 2024 TOPIC: Access and Support Services for iManage Data Management Systems AGENDA TITLE Agreement with Blue Technologies Smart Solutions for Access and Support Services for iManage Data Management Systems RECOMMENDED ACTION Authorize the City Manager to execute a three-year agreement with Blue Technologies Smart Solutions ("BlueTech") for continued access and support services for the iManage Data Management Systems ("iManage") for the period of August 1, 2024 through July 31, 2027 in the amount of $128,529, which includes the annual billing amount of $36,843 for the iManage System and a contingency amount of $18,000 to pay for additional support/maintenance and training services as directed by the City (Agreement No. A-2024-XXX). GOVERNMENT CODE U4308 APPLIES: Yes DISCUSSION In 2018, the City's Attorney's Office ("CAO") entered into an agreement with BlueTech to install and implement an iManage Data Management Systems customized for the CAO reflecting the vast scope of legal services provided by the office. Since that implementation went into effect, the on -going impact and efficiency provided by the iManage system cannot be overstated and City authorized renewal of the service in 2021. Work product with iManage seamlessly integrates with all Microsoft products, creating a quick and reliable method for creation of CAO work product and access to files for all CAO staff. iManage also provides access from court, off -site depositions, and other locations. For this renewal, CAO staff contacted similar and highly rated data management vendors for demonstrations and costs as to their services. Demonstrations provided new insight for specific calendaring and litigation tools with potential benefit to CAO. However, the iManage system, with its broad data management tools, mobile and City Council 22 — 1 7/16/2024 Access and Support Services for iManage Data Management Systems July 16, 2024 Page 2 remote access, technical support, ease of use, and reliable performance, provides the best option for a legal data management system for CAO in the coming years. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds are budgeted and available in the following account for the current fiscal year and will be budgeted in the following account for the following fiscal years: Fiscal Accounting Fund Accounting Unit, Amount Year Unit -Account # Description Account Description FY 24-25 01108032-66511 General Fund City Attorney — $41,843 Computer Software Subscriptions FY 25-26 01108032-66511 General Fund City Attorney — $42,843 Computer Software Subscriptions FY 26-27 01108032-66511 General Fund City Attorney — $42,843 Computer Software Subscriptions FY 27-28 01108032-66511 General Fund City Attorney — $1,000 Computer Software Subscriptions TOTAL $128,529 EXHIBIT(S) 1. Agreement with Blue Technologies Smart Solutions Submitted By: Sonia Carvalho, City Attorney Approved By: Alvaro Nunez, Acting City Manager City Council 22 — 2 7/16/2024 DocuSign Envelope ID: 84EC498E-2CB9-4BBF-A4A8-E61 F987E989E Ue Tech nologies Smart Solutions Proposal for: Project: Prepared by: Prepared on: COMMITMENT TO EXCELLENCE - EVERY DAY iManage GOLD Partner City of Santa Ana/City Attorney's Office iManage Cloud David Cramer Director of Sales March 29t", 2024 City Council 22 - 3 7/16/2024 DocuSign Envelope ID: 84EC498E-2CB9-4BBF-A4A8-E61 F987E989E Blue ITechnologies Si C .M,TVENT TQ E%CELLENOE- EVERYDAY Legal and Professional Services Table of Contents SolutionOverview..............................................................................................4 Manage Cloud Renewal Pricing............................................................................. 5 PricingSummary................................................................................................ 6 Terms and Conditions......................................................................................... 6 Acceptance...................................................................................................... 6 Copyright and Confidentiality Notice Material contained in this document is proprietary to Smart Solutions and Blue Technologies Smart Solutions LLC and is to be treated confidentially by all recipients. Acceptance of delivery of this material constitutes acknowledgment of the confidential relationship under which disclosure and delivery are made. No part of this publication may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopy, recording, or any information storage and retrieval system without permission in writing from Blue Technologies Smart Solutions LLC 5885 Grant Avenue, Cleveland, OH 44105. Blue Technologies Smart Solutions LLC, Confidential City Council 22 — 4 N6 24 DocuSign Envelope ID: 84EC498E-2CB9-4BBF-A4A8-E61 F987E989E Blue ITechnologies CC_TXENT TO EXCELLENCE -EVERY LAY Legal and Professional Services March 291h, 2024 City of Santa Ana/City Attorney's Office Mr. David Quintana 20 Civic Center Plaza, M-29 Santa Ana, CA 92701 Dear Mr. Quintana, Blue Technologies Smart Solutions, LLC ("BTSS") is pleased to present this proposal to renew the iManage Cloud service for City of Santa Ana/City Attorney's Office. Thank you again for choosing BTSS and iManage for your document management needs. Please direct any questions to my attention. Sincerely, David Cramer Manager, Business Development Legal and Professional Services 216-271-4800 dcramer@btohio.com Blue Technologies Smart Solutions LLC, Confidential City Council 22 — 5 N6 24 DocuSign Envelope ID: 84EC498E-2CB9-4BBF-A4A8-E61 F987E989E Blue ITechnologies s, —M-ENTr°Ex°ELL-E EERY°Ar Legal and Professional Services Solution Overview City of Santa Ana/City Attorney's Office (CAO) has requested a pricing proposal from Blue Technologies Smart Solutions, LLC ("BTSS") for the renewal of the Manage Cloud service. The renewal quoted is the maximum term (3 years). Blue Technologies Smart Solutions LLC, Confidential City Council 22 — 6 7 M 67T24 DocuSign Envelope ID: 84EC498E-2CB9-4BBF-A4A8-E61 F987E989E BlueITechnologies S11 lart Sollitioli- CUMM[TVENT TQ E%CELLENCE-EVERY°AY Legal and Professional Services Manage Cloud Renewal Pricing Description Cost iManage Cloud Service, Corporate bundle for up to 20 $36,843 / users year Enables the following iManage Work user functionality in a single instance of iManage Work within the primary geographic region with backup of data to a secondary location within region for disaster recovery for each subscribed user: iManage Work 10 browser interface iManage Work 10 Desktop for Microsoft Windows or MAC OS Email management with Microsoft Outlook or Gmail Mobility (web mobile access, iOS application, Blackberry application) - 20GB of document storage per contracted user in iManage Work - 2,400GB total - iManage Control Center - External and Internal Collaboration using iManage Share iManage Work RestAPI software development ToolKit Optical Character Recognition Service for iManage Work * 3-year term effective 8-1-2024 to 7-31-2027 *Invoiced annually in advance Base Service Includes: All backend application support, administration and upgrades. 24 x 7 access to iManage support for software issues Notes: • Storage Overage- $.56/GB/month - in excess of the monthly subscription allocation • User Overage - $127/user/month - in excess of the monthly subscription allocation • Minimum annual billing is $36,843 per year. • Refer to iManage Cloud Services Agreement for iManage's terms at the link below: httos://suDDort.imanaee.com/worksite/iManage Cloud Services Agreement (US Version).Ddf • Pricing does not include applicable taxes. • Pricing expires 7/26/24. Renewal: Automatically renews for additional successive terms of the same length as the initial Renewal Term unless earlier terminated pursuant to the Agreement's express provisions or either party gives the other party written notice of non -renewal at least 30 days prior to the expiration of the then -current term. Blue Technologies Smart Solutions LLC, Confidential City Council 22 — 7 N6 24 DocuSign Envelope ID: 84EC498E-2CB9-4BBF-A4A8-E61 F987E989E Blue)Technologies SmartSolutions EXDELLENCE -EVERYDAY Legal and Professional Services Pricing Summary iManage Cloud Service (3-year term): 1 $36,843 / year Pricing expires 7/26/2024. Services shall commence on August 1, 2024, and continue through July 31, 2027. City agree to pay BTSS/iManage at an amount not -to -exceed $128,529. These costs include the iManage service billed annually at $36,843 and a contingency amount of $18,000 for additional services requested at the sole discretion of the City. Terms and Conditions Terms and conditions attached hereto. Acceptance — City of Santa Ana/City Attorney's Office Signed in counterpart - see signature page below Signature Printed Name j Date Blue Technologies Smart Solutions LLC, Confidential City Council 22 — 8 M6 24 DocuSign Envelope ID: 84EC498E-2CB9-4BBF-A4A8-E61F987E989E BIue5hchnologles Legal and Professional Services 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 Laura A. Rossini Chief Assistant City Attorney RECOMMENDED FOR APPROVAL "�- R ooww� Sonia R. Carvalho City Attorney CITY OF SANTA ANA ALVARO NUNEZ Acting City Manager BLUE TECHNOLOGIES SMART SOLUTIONS LLC JDocuSigned Cby: W .�.,.�. CSOAD45055BA4F6... By: Lauren Hanna Title: vice President Blue Technologies Smart Solutions LLC, Confidential Pugs 7 of 7 City Council 22 — 9 7/16/2024 DocuSign Envelope ID: 84EC498E-2CB9-4BBF-A4A8-E61 F987E989E Blue ITechnologies Smart Solutions COMMITMENT TO -EVERY Legal and Professional Services TERMS AND CONDITIONS OF SALES AGREEMENT 1. PRICES: Prices may be subject to change without notice until a purchase order is accepted by BTSS. 2. PAYMENT TERMS: City will pay all monies in US dollars, due in accordance with the stated terms. BTSS has no obligation to provide any additional notification of amount due except for this agreement. If full payment is not made within the stated time period, any discount will be voided and full retail price prevailing at the time of sale will be due. Under all circumstances, overdue balances will accrue a late fee charge on the outstanding balance at a monthly rate of 1% %, 18% per annum. If you pay your balance via credit card after 15 days of invoice date, a 3% credit card processing fee will be added to the charge. 3. SHIPPING AND DELIVERY: Unless stated otherwise, the price is for pickup at BTSS' point of business. Once delivered, all risk of loss is with the City. If City does not take delivery within thirty days after notification by BTSS, this agreement may be cancelled and City's deposit retained by BTSS as liquidation of damages. 4. DELAYS: BTSS is not liable to City for any damages, including consequential damages, for any delay in or non -delivery due to anything beyond BTSSs' reasonable control. s. DAMAGES: BTSS will not be liable to City for any damage caused by goods or services purchased by this agreement. BTSS makes no warranties of any kind pertaining to the fitness for any particular use and shall not be liable for any loss or damage, directly or indirectly, or from any training or training material received, arising from the use of goods, or for consequential damages. 6. LIMITATION OF LIABILITY AND WARRANTY: BTSS SHALL NOT BE LIABLE TO CITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INTERRUPTION OF SERVICES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OR INCREASED EXPENSE OF USE, WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR STRICT LIABILITY, EVEN IF BTSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. BTSS SHALL NOT BE RESPONSIBLE FOR PROBLEMS THAT OCCUR AS A RESULT OF CITY'S USE OF ANY THIRD -PARTY SOFTWARE OR HARDWARE. IN NO EVENT SHALL THE AMOUNT CITY MAY RECOVER FROM BTSS UNDER THE CONTRACT DOCUMENTS ON ANY THEORY OF LIABILITY EXCEED THE PURCHASE PRICE OF THIS AGREEMENT. THE LIMITATIONS SET FORTH IN THIS Blue Technologies Smart Solutions LLC, Confidential City Council 22 — 10 7 N 67T24 DocuSign Envelope ID: 84EC498E-2CB9-4BBF-A4A8-E61 F987E989E Blue ITechnologies Smart Solutions COMMITMENT TO -EVERY Legal and Professional Services SECTION SHALL NOT APPLY TO BODILY HARM OR DAMAGES CAUSED BY THE WILLFUL MISCONDUCT OR NEGLIGENCE OF BTSS, ITS EMPLOYEES, ITS OFFICIALS AND/OR AGENTS. BTSS provides a warranty of good workmanship with regard to all service provided under this policy. This warranty shall be the only warranty made by BTSS in lieu of all other warranties, express or implied. 7. INDEMNIFICATION: City will defend, hold harmless, and indemnify, any third party claim or suit brought against BTSS or its employees, agents, officers, or directors, ("Indemnified Parties") caused by the actions or omissions of City arising out of or related to: (i) the use or transmission of City Data; (ii) the loss, theft or misuse of passwords and/or login information used to access any administrative login or user accounts; (iii) violation of Regulatory Requirements applicable to City's business City will pay all damages finally awarded by a court of competent jurisdiction or agreed to in settlement by City attributable to such claim. BTSS will defend, hold harmless and indemnify, any third party claim or suit brought against City or its employees, agents, officers, directors, or contractors ("Indemnified Parties") caused by the actions or omissions of BTSS arising out of or related to: (i) the use or transmission of BTSS Data; (ii) the loss, theft or misuse of passwords and/or login information used to access any administrative login or user accounts; (iii) violation of Regulatory Requirements applicable to BTSS' business operations; or (iv) claims based on software licensing violations, copyright infringement, trademark and patent infringement. BTSS will pay all damages finally awarded by a court of competent jurisdiction or agreed to in settlement by BTSS attributable to such claim. s. SUBCONTRACT: BTSS shall have the right to subcontract any or all of its responsibilities hereunder to one or more subcontractors, but this shall not relieve BTSS of its responsibilities under this agreement. 9. CANCELLATION: If City cancels this agreement without allowing a reasonable time for delivery, the BTSS may: (1) Retain City's deposit; and, (2) Use any other remedy available to BTSS under Ohio law to mediate damages. io. RETURNS: All software sales are final. There is a minimum 15% restocking charge for all other returned items. Product will not be accepted in return without first obtaining consent from the BTSS in writing. All returns must be complete and in original package, complete with all packing materials. ii. SALES, USE, EXCISE, VAT TAXES: BTSS is obligated to collect sales, use, excise, or VAT tax from ALL Clients in States and/or Countries where BTSS is a tax withholding agent. For States and/or Countries where BTSS is not a tax withholding agent, you are responsible for remitting Sales, Use, Excise or VAT taxes to your taxing authority Blue Technologies Smart Solutions LLC, Confidential City Council 22 —11 7 N 67T24 DocuSign Envelope ID: 84EC498E-2CB9-4BBF-A4A8-E61 F987E989E Blue ITechnologies Smart Solutions COMMITMENT TO -EVERY Legal and Professional Services directly. It is your responsibility to provide the required documentation when submitting an order to claim an exemption. Taxes are charged based on the effective tax rate at the time the invoice is processed. This may be different than the initial rate at which you were quoted. You must submit re -sale or tax -exemption documentation from the State and/or Country in which you are doing business as well as each State and/or Country in which you are shipping goods or receiving services. We are not obligated to refund taxes due to late submission of tax exemption documentation. Submission of all appropriate tax exemption forms must be received by us before we ship the goods or we provide the services. You will be liable for all taxes, surcharges or other charges imposed on the sale of goods or provision of services by any taxing authority if tax forms are not received prior to the invoice being issued. Requests for refunds of sales taxes must be submitted to the appropriate taxing authority directly. 12. NON SOLICITATION: During the Term, and for a period of twenty-four (24) months thereafter, City agrees not to directly or indirectly, solicit, recruit or employ any employee or subcontractor of BTSS without BTSS' prior written consent. City agrees that, if it hires any employee of BTSS or its subcontractor during the period set forth above without written consent, it shall be presumed that City solicited the employee and City shall pay to BTSS, as liquidated damages and not as penalty an amount equal to the greater of $75,000 or 100% of the annual salary paid to that employee by BTSS or its subcontractor, plus all costs including attorney fees as may be incurred by BTSS in enforcing Section 11. Provided further, in the event that said employee has executed an employment agreement with BTSS, said employment agreement shall remain in effect in accordance with its terms and City shall so advise the employee in writing prior to hiring the employee. 13. ASSIGNMENT: City may not assign this Agreement. BTSS may assign this Agreement to its successor in interests or to a third party acquiring substantially all of its assets or business. 14. NON DISCLOSURE: The terms and conditions of this sales agreement are proprietary in nature to the BTSS and are not to be disclosed to other parties outside the organizations of the BTSS and the City. Such disclosure, at the option of the BTSS, may void this agreement. BTSS understands that City is subject to the California Public Records Act (California Government Code Section 6250 et seq.) and will comply with any applicable laws. 15. SEVERABILITY: In the event that any provision of this Agreement or any word, phrase, clause, sentence or other provision thereof should be held to be unenforceable or invalid for any reason, such provision or portion thereof shall be Blue Technologies Smart Solutions LLC, Confidential City Council 22 — 12 7 N 67T24 DocuSign Envelope ID: 84EC498E-2CB9-4BBF-A4A8-E61 F987E989E Blue ITechnologies Smart Solutions COMMITMENT TO -EVERY Legal and Professional Services modified or deleted in such a manner so as to make this Agreement as modified legal and enforceable to the fullest extent permitted under applicable law. 16. WHOLE AGREEMENT AND MODIFICATIONS: This agreement contains all the terms and conditions agreed to between City and BTSS. No employee, representative or agent of BTSS has any authority to bind BTSS to any affirmation, representation, modification or warranty concerning the services or material provided hereunder unless specifically included within this agreement as a written amendment executed by BTSS. This agreement cannot be modified unless both parties agree and a written modification is made. 17. REMEDIES, ATTORNEY'S FEES AND CONSENT TO JURISDICTION: A. City acknowledges and agrees that in the event of a breach or threatened breach by the City of any of the provisions of Sections 11 and/or 13 of this Agreement, BTSS shall have the right to institute and prosecute proceedings in equity, or in any court of competent jurisdiction, to obtain an injunction to enforce the provisions of such Sections and to pursue any other remedy to which BTSS may be entitled. The City acknowledges that BTSS's remedy at law for any of the City 's obligations under such Sections and such other terms of this Agreement as may be applicable will be inadequate, and the City agrees and consents that temporary and permanent injunctive relief may be granted in any proceeding which may be brought to enforce any provision thereof, without the necessity of proof of actual damage. B. If BTSS seeks a restraining order, an injunction or any form of equitable relief and is awarded or recovers such relief, City agrees to reimburse BTSS for reasonable attorney fees, court costs and other costs and expenses as may be incurred by BTSS in enforcing any of the terms of this Agreement. The parties agree that this is reasonable. C. If BTSS shall obtain a final judgment of a court of competent jurisdiction, subject to no further appeal, pursuant to which City shall be determined to have breached its obligations under this Agreement or made any misrepresentations, City shall be entitled to recover, in addition to any award of damages, reasonable attorneys' fees, court costs and other costs and expenses incurred by BTSS when obtaining such judgment. Any relief awarded under this subsection C shall be in addition to any relief awarded under subsection B. D. If it is judicially determined that City has violated any of its obligations under Section 11, then the Nonsolicitation Period shall be restarted as of the date of Blue Technologies Smart Solutions LLC, Confidential City Council 22 — 13 7 N 67T24 DocuSign Envelope ID: 84EC498E-2CB9-4BBF-A4A8-E61 F987E989E Blue ITechnologies Smart Solutions COMMITMENT TO -EVERY Legal and Professional Services such judicial determination and shall run for a period of two years (2) from that date. E. City hereby consents and submits to the exclusive jurisdiction of any local, state or federal court located in the County of Cuyahoga and the State of Ohio for any proceeding against City for any obligation under this Agreement and waives any objection that it may now or hereafter have to venue or to the jurisdiction of any such court in any such action or proceeding or any claim that any such court is an inconvenient forum. 18. ARBITRATION: Except for a breach or threatened breach of Paragraphs 11 and/or 13 of this Agreement, any controversy arising under or out of this Agreement shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association as administered through the Cleveland, Ohio office. The award rendered by the arbitrator shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof, including a federal district court, pursuant to the Federal Arbitration Act. In preparation for the arbitration hearing, each party may utilize all methods of discovery in the manner provided by said rules and/or by the Ohio Arbitration Law. Judgment upon the award of the arbitrator may be entered in any court of competent jurisdiction and enforced with full judicial effect thereafter. 19. CONSTRUCTION PERMITTED BY LAW: If the obligation of any covenant of the Employee contained herein is held to be too broad to be enforced, such covenant shall be construed to create an obligation to the full extent permitted by Ohio law. 20. WAIVER OF BREACH: The Waiver by BTSS of a breach of any provision of this Agreement by City shall not operate or be construed as a waiver of any subsequent breach by City. 21. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, purchase orders, understandings and negotiations, whether oral or written, between the parties hereto with respect to such subject matters. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against wherever enforcement of any action, change, modification or extension is sought. Blue Technologies Smart Solutions LLC, Confidential City Council 22 — 14 7 N 67T24 DocuSign Envelope ID: 84EC498E-2CB9-4BBF-A4A8-E61 F987E989E Blue ITechnologies Smart Solutions COMMITMENT TO -EVERY Legal and Professional Services 22. INSURANCE BTSS shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, and damages to property (including computer equipment), theft, or other misuse of Customer's data, infringement of intellectual property, invasion of privacy and breach of data, which may arise from or in connection with the performance of the work hereunder by BTSS, its agents, representatives, or employees. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 general aggregate. 2. Technology Professional Liability Errors and Omissions Insurance (E&O): appropriate to the Consultant's profession and work hereunder, with limits not less than $2,000,000 per occurrence and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the BTSS in this agreement and shall include, but not be limited to, claims involving damage to or destruction of electronic information, and alteration of electronic information. The policy shall provide coverage for BTSS's failure to provide professional services and/or products under this Agreement. The Policy shall include, or be endorsed to include, damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of Customer in the care, custody, or control of BTSS. 3. Workers' Compensation (W/C): as required by the State of California, with statutory limits, and Employer's Liability insurance with limits of no less than $1,000,000 per accident, policy, employee, for bodily injury or disease. If BTSS maintains broader coverage and/or higher limits than the minimums shown above for any line of coverage, Customer requires and shall be entitled to the broader coverage and/or the higher limits maintained by BTSS. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Customer. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under BTSS's CGL, and E&O policies, with respect to any liability arising out of work or operations performed by Blue Technologies Smart Solutions LLC, Confidential City Council 22 — 15 7/��� 24 DocuSign Envelope ID: 84EC498E-2CB9-4BBF-A4A8-E61 F987E989E Blue ITechnologies Smart Solutions COMMITMENT TO -EVERY Legal and Professional Services or on behalf of the BTSS including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. BTSS's Insurance companies agree to waive all rights of subrogation against City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by BTSS under this Agreement. 3. For any claims related to this contract, BTSS's insurance coverage shall be primary and any insurance maintained by City of Santa Ana, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, non -renewed by the carrier, or materially restriction except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. 5. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Risk Management Division, 20 Civic Center Plaza, 4th Floor, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self -Insured Retentions Self -insured retentions must be declared to and approved by Customer. Customer may require BTSS to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A-:VII, unless otherwise acceptable to Customer. 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. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion 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, BTSS must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Blue Technologies Smart Solutions LLC, Confidential City Council 22 — 16 7/���/ 24 DocuSign Envelope ID: 84EC498E-2CB9-4BBF-A4A8-E61 F987E989E Blue ITechnologies Smart Solutions COMMITMENT TO -EVERY Legal and Professional Services Verification of Coverage BTSS shall furnish Customer with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause). Failure to obtain the required documents prior to the work beginning shall not waive BTSS's obligation to provide them. Customer reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at anytime. Subcontractors BTSS shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. Special Risks or Circumstances Customer reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Failure to Maintain Insurance Coverage If BTSS, for any reason, fails to maintain insurance coverage, which is required pursuant to this Agreement, for the entire term of this contract, the same shall be deemed a material breach of Agreement. Customer, at its sole option, may terminate this Agreement at any time and obtain damages from BTSS resulting from said breach. 23. Confidentiality If BTSS receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, BTSS 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 BTSS disclosed in a publicly available source; (c) is in rightful possession of BTSS without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by BTSS without reference to information disclosed by the City. Blue Technologies Smart Solutions LLC, Confidential City Council 22 — 17 7 N 6UT24 Finance and Management Services www.santa-ana.org/finance Item # 23 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 16, 2024 TOPIC: Tax Revenue Auditing, Analysis, Forecasting, and Reporting Services AGENDA TITLE Agreement for Tax Revenue Auditing, Analysis, Forecasting, and Reporting Services RFP (24-010) RECOMMENDED ACTION 1. Authorize the City Manager to execute agreements with Hinderliter, de Llamas and Associates ("HdL") and HdL Coren & Cone ("HdLCC") for various tax revenue services for an initial three-year term beginning July 1, 2024, with a provision for two one-year extensions exercisable by the City Manager and the City Attorney, in a total amount not to exceed $1,346,714, which includes a 20% general contingency (Agreement No. A-2024-XXX). 2. Adopt a resolution authorizing the release of information to HdL from the California Department of Tax & Fee Administration in connection with the auditing of Sales and Use Tax making certain determinations relating thereto and authorizing certain actions in connection therewith. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY OF SANTA ANA AUTHORIZING EXAMINATION OF SALES AND USE TAX RECORDS AND TRANSACTIONS AND USE TAX RECORDS GOVERNMENT CODE 04308 APPLIES: Yes DISCUSSION The City of Santa Ana collects revenue from a variety of sources, primarily through taxes assessed on real property, goods, services, or other activities. Staff have utilized outside consultants to conduct the auditing and recovery services for the City's top General Fund revenue sources. However, these services were typically spread out among several vendors. As such, staff issued an Omni Request for Proposals (RFP 24- 010) on February 8, 2024 for Tax Audit, Analysis, Forecasting, and Reporting Services to consolidate efforts for a more efficient utilization of City resources. RFP 24-010 was released and posted on the City's online bid management and publication system. The RFP outlined eight options from which bidders may submit proposals and were City Council 23 — 1 7/16/2024 Tax Revenue Auditing, Analysis, Forecasting, and Reporting Services July 16, 2024 Page 2 welcome to submit bids for all or only some of the options listed. The eight options were as follows: • Option A: Sales & Use Tax (Bradley -Burns Allocation) and Transactions & Use Tax (Santa Ana Measure X) • Option B: Property Tax, Property Tax In -Lieu of Vehicle License Fees, Residual Allocations from the Redevelopment Property Tax Transfer Fund, and Documentary Stamp Tax: $88.39M, 22.05% of GF Total Revenue • Option C: Non -Regulatory Business License Tax • Option D: Business License Tax for Cannabis Business • Option E: Hotel Visitors Tax • Option F: Utility Users Tax for Electric, Gas & Telecommunications Services • Option G: Statistical Report Package for the Annual Comprehensive Financial Report Three proposals were received and were subsequently reviewed by a four -member committee composed of staff from the Finance and Management Services Agency and the Community Development Agency. Each of the responding consultants were interviewed and evaluated based on the following criteria: • Qualifications • Experience • Proposed work plan for the requested scope of services • Client references • Cost of providing services The proposals were ranked accordingly as follows: Rank Firm Options bid 1 HdL Coren & Cone B, G 2 Hinderliter, de Llamas and Associates A, C, D, E, F 3 MuniServices LLC A, C, D, E, F, G The proposals submitted by Hinderliter, de Llamas and Associates ("HdL") and HdL Coren & Cone ("HdLCC") for the options bid upon were found to be the most responsive to the City's needs, offer the best value, and are appropriate for the services requested. HdL and HdLCC both possess strong qualifications, experience, and client references as well as appropriate proposed work plans that will provide for a flexible and cost- effective auditing program. Both consultants also possess extensive experience in implementing identical services for comparable and neighboring cities, including the Cities of Long Beach, Corona, Costa Mesa, Irvine, Newport Beach, Ontario, Riverside, and Torrance. City Council 23 — 2 7/16/2024 Tax Revenue Auditing, Analysis, Forecasting, and Reporting Services July 16, 2024 Page 3 A full listing of the services to be provided can be found in Exhibit 1 — Consultant Agreement for HdL and Exhibit 3 — Consultant Agreement for HdLCC. The reports, analyses, and information derived from the audit programs will be used for budget planning, revenue forecasting, trend analysis, economic development analysis, and other projects requiring the data to assist in analyzing the City's economic standing. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funding for the services to be rendered for FY 2024-25 were already included in the adopted budget. Funding for subsequent fiscal years will be included in the appropriate proposed budgets for City Council consideration. The annual contract cost is approximately 0.076% of the General Fund revenue to be maximized with these services (less than one -tenth of one percent). Fiscal Year Accounting Unit Fund Accounting Unit, Amount — Acct # Description Acct Description 2024-25 01110130-62300 General Fund Contract Services $243,369 Professional 2025-26 01110130-62300 General Fund Contact Services $255,538 Professional 2026-27 01110130-62300 General Fund Contract Services $268,315 Professional 2027-28* 01110130-62300 General Fund Contract Services $283,675 Professional 2028-29* 01110130-62300 General Fund Contract Services $295,817 Professional Grand Total: $1,346,714 *Denotes an extension year, not part of initial term EXHIBIT(S) 1. Consultant Agreement for HdL 2. Resolution Authorizing Examination of Tax Records for HdL 3. Consultant Agreement for HdLCC 4. RFP 24-010 Submitted By: Kathryn Downs, FMSA Executive Director Approved By: Alvaro Nunez, Acting City Manager City Council 23 — 3 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B EXHIBIT 1 TAX AUDIT, ANALYSIS, FORECASTING, AND REPORTING SERVICES AGREEMENT BETWEEN HINDERLITER, DE LLAMAS AND ASSOCIATES AND CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 16th day of July, 2024 by and between Hinderliter, de Llamas and Associates, ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On February 8, 2024, the City issued Request for Proposal No. 24-010 ("RFP") by which it sought qualified contractors to provide special skill and knowledge in the field of providing audit, revenue recovery, analysis, forecasting, and reporting services for various tax revenues. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that Consultant is able and willing to provide such services to the City, as described in the scope of work that was included in the RFP. 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 ftom a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, Exhibit B, Exhibit C, Exhibit D, and Exhibit E, 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 Exhibit A, Exhibit B, Exhibit C, Exhibit D, and Exhibit E. The total amount to be expended during the term of this Agreement shall not exceed $1,077,784. 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. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required City Council 23 — 4 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to two I -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 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 23 — 5 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B 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 and $2,000,000 aggregate. 2_ Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with combined limit of $1,000,000. 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, policy, employee for bodily injury or disease. 4. Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $4,000,000 aggregate. Insurance requirements above can be met with primary and umbrella/excess insurance policies. If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status City, its City Council, officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL and Automobile Liability policy(ies) with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. Primary Coverage For any claims related to this contract, the selected Proposer's insurance coverage shall be primary coverage as respects City, its City Council, officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by City, its City Council, officers, officials, employees, agents, or volunteers shall not contribute with it. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. City Council 23 — 6 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B Waiver of Subrogation Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against City by virtue of the payment of any loss under the CGL, Automobile Liability, Worker's Compensation and/or Professional Liability insurance policies. 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 City has received a waiver of subrogation endorsement from any insurer(s). Severability A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. Certificate Holder Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701. Self -Insured Retentions Self -insured retentions must be declared to and approved by City. City may require 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. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to 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 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, Consultant must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Verification of Coverage Consultant shall furnish 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 policies listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City Council 23 — 7 7/16/2024 DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B 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. 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 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. 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 City Council 23 — 8 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B 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 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 City Council 23 — 9 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B 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 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. City Council 23 — 10 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B 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: To City: 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: Executive Director, Finance & Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-15) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Richard Andrew Nickerson Chief Executive Officer Hinderliter, De Llamas & Associates 120 S. State College Boulevard, Suite 200 Brea, CA, 92821 Fax: (714) 845-7364 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 City Council 23 —11 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B 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. REVENUE AND TAXATION CODE REQUIREMENTS Pursuant to California Revenue and Taxation Code Section 7056, the following provisions are required in this Agreement: a. Consultant is required to disclose information contained in, or derived from, those sales and use tax records or transaction and use tax records only to an officer or employee of the City who is authorized by Resolution to examine the information. b. Consultant is prohibited from performing consulting services for a retailer during the term of this Agreement. C. Consultant is prohibited from retaining the information contained in, or derived from, those sales and use tax records and transactions and use tax records, after this Agreement expires. 21. MISCELLANEOUS PROVISIONS d. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signatures on following page) City Council 23 — 12 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B 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 l By. Andrea Garcia -Miller Assistant City Attorney RECOMMENDED FOR APPROVAL: Kathryn Downs Executive Director Finance and Management Services Agency CITY OF SANTA ANA Alvaro Nunez Acting City Manager CONSULTANT: Pe ('Vf IC4,4 Robert Gray Vice President City Council 23 — 13 7/16/2024 DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B EXHIBIT A SALES & USE TAX (BRADLEY-BURNS ALLOCATION) AND TRANSACTIONS & USE TAX (SANTA ANA MEASURE X) SECTION I: SCOPE OF SERVICES SALES AND USE TAX ECONOMIC ANALYSIS/FORECASTING SERVICES/REPORTS 1.1 Identify and advise the City of legislation potentially impacting City revenue, including pending legislation. Hinderliter, de Llamas and Associates ("HdU') may be required to coordinate with the City's contracted federal and state legislative advocacy consultants. 1.2 Establish a special database identifying the name, address, and quarterly allocations of all sales tax producers within the City. This database will be utilized to generate special reports to City on major sales tax producers by rank and category (i.e., top 100 tax payers), sales tax activity by categories, or business districts, identification of reporting aberrations, and per capita and outlet comparisons with regional and statewide sales. 1.3 Provide periodic updated reports to City identifying changes in sales by individual businesses, business groups and categories, and by geographic area. These reports may include, without limitation, quarterly aberrations due to State audits, fund transfers, and receivables, along with late or double payments, and quarterly reconciliation worksheets to assist with budget forecasting. HdL shall meet quarterly by in person or virtually with City. 1.4 Shall additionally provide following each calendar quarter a summary analysis for City to share with Council Members, Chamber of Commerce, other economic development interest groups and the public that analyze City's sales tax trends by major groups and geographic areas without disclosing confidential individual tax records. 1.5 Establish a special database with California Department of Tax and Fee Administration ("CDTFA') registration data for businesses within applicable district boundaries holding sellers' permit accounts. 1.6 Periodically license for the limited, non-exclusive, non -transferable use by City's staff certain of HdL's web -based sales, use and/or transactions tax program(s) containing sellers permit, registration, allocation and related information for business outlets within City's jurisdiction registered with the CDTFA. 1.7 Provide periodic updated reports endeavoring to identify and assist with budget forecasting (i) changes in allocation totals by individual businesses, business groups and categories, and (ii) aberrations due to State audits, fund transfers, and receivables, along with late or double payments. 2. ALLOCATION AND AUDIT RECOVERY SERVICES 2.1 Conduct (when mutually agreed with City) initial and on -going sales and use tax audits of businesses to help identify and correct distribution and allocation errors, and to proactively affect favorable registration, reporting or formula changes thereby generating previously unrealized sales and use tax income for the City and/or recovering misallocated tax from registered taxpayers. Common errors that will be monitored and corrected include but are not limited to: transposition errors resulting in misallocations; erroneous consolidation of multiple outlets; formula errors; misreporting of "point of sale" to the wrong location; delays in reporting new outlets; misallocating use tax payments to the allocation pools or wrong jurisdiction; and erroneous fund transfers and adjustments. 2.2 Initiate contacts with the CDTFA and sales management and accounting officials in companies that have businesses where a probability of error exists to endeavor to help verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted City Council 23 — 14 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B in a professional and courteous manner. 2.3 Prepare and submit to the CDTFA information for the purpose of correcting any identified allocation errors, and follow-up with individual businesses and the CDTFA to promote recovery by the City of back or prospective quarterly payments that may be owing. 2.4 If, during the course of its audit, HdL finds businesses located in the City's jurisdiction that are properly reporting sales and use tax but have the potential for modifying their operation to provide an even greater share to City, HdL may so advise City and collaborate with those businesses and City to encourage such changes. TRANSACTIONS TAX ECONOMIC ANALYSIS/FORECASTING SERVICES/REPORTS 3.1 HdL shall establish a database containing all applicable Department of Tax and Fee Administration (CDTFA) registration data for each business within the Measure "X" District boundaries holding a seller's permit account. Said database shall also identify the quarterly transactions and use tax allocations under each account for the most current and previous quarters where available. 3.2 HdL shall provide updated reports each quarter identifying changes in allocation totals by individual businesses, business groups and by categories. Quarterly aberrations due to State audits, fund transfers, and receivables, along with late or double payments, will also be identified. Quarterly reconciliation worksheets to assist finance officer with budget forecasting will be included. 3.3 HdL shall advise and work with City staff on planning and economic questions related to maximizing revenues, preparation of revenue projections and general information on transactions and use tax questions. 3.4 HdL shall make available to City the HdL proprietary software program and Measure "X" database containing all applicable registration and quarterly allocation information for City business outlets registered with the Department of Tax and Fee Administration. The database will be updated quarterly. 4. DEFICIENCY/ALLOCATION REVIEWS AND RECOVERY 4.1 HdL shall conduct on -going reviews to identify and correct unreported transactions and tax payments and distribution errors thereby generating previously unrealized revenue for the City. Reviews shall include: a. Comparison of county -wide local tax allocations to transactions tax for brick and mortar stores and other cash register -based businesses, where clearly all transactions are conducted on -site within the Measure "X" City boundaries, and therefore subject to transactions tax. b. Review of any significant one-time use tax allocations to ensure that there is corresponding transaction tax payments for taxpayers with nexus within the City boundaries. c. Review of state-wide transactions tax allocations and patterns to identify any obvious errors and omissions. d. Identification and follow-up with any potentially large purchasers of supplies and equipment (e.g. hospitals, universities, manufacturing plants, agricultural operations, refineries) to ensure that their major vendors are properly reporting corresponding transactions tax payments to the Measure "X" Transactions Tax District. 4.2 HdL will initiate, where the probability of an error exists, contacts with the appropriate taxpayer management and accounting officials to verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted in a professional and courteous manner so as to enhance City's relations with the business community. 4.3 HdL shall prepare and submit to the Department of Tax and Fee Administration all information necessary to correct any allocation errors and deficiencies that are identified and shall follow - City Council 23 — 15 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B up with the individual businesses and the California Department of Tax and Fee Administration to ensure that all back quarter payments due the City are recovered. TECHNICAL ASSISTANCE AND SUBJECT MATTER EXPERTISE (OPTIONAL) 5.1 HdL may provide additional hours of general consulting to be utilized on an as -needed basis at the City's request. Such assistance may include (i) technical questions and other issues related to sales, use and transactions tax, (ii) utilization of reports to enhance business license collection efforts, (iii) sales tax projections for proposed annexations, economic development projects and budget planning, (iv) negotiating/review of tax sharing agreements, (v) establishing purchasing corporations, (vi) meeting with taxpayers to encourage self -assessment of tax obligations, and (vii) other sales, use or transactions tax revenue -related matters. 6. CONFIDENTIALITY INFORMATION 6.1 Section 7056 of the State of California Revenue and Taxation Code ("R&T Code") specifically limits the disclosure of confidential taxpayer information contained in the records of the CDTFA. Section 7056 specifies the conditions under which a city, county or district may authorize persons other than such city, county or district's officers and employees to examine state sales and use tax records. The following conditions specified in Section 7056-(b)(1) of the State of California R&T Code are hereby made part of this Agreement: a. HdL is authorized by this Agreement to examine sales, use or transactions and use tax records of the CDTFA provided to City pursuant to contract under the Bradley -Burns Uniform Local Sales and Use Tax Law R&T Code Section 7200 et seq. b. HdL is required to disclose information contained in, or derived from, those sales or transactions and use tax records only to an officer or employee of City who is authorized by City resolution provided to the CDTFA to examine the information. c. HdL is prohibited from performing consulting services for a retailer (as defined in R&T Code Section 6015), during the term of this agreement. d. HdL is prohibited from retaining the information contained in or derived from those sales, use or transactions and use tax records after this agreement has expired. Information obtained by examination of the CDTFA records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the City as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation Code. The resolution shall designate the HdL as a person authorized to examine sales and use tax records and certify that this agreement meets the requirements set forth above and in Section 7056 (b), (1) of the Revenue and Taxation Code. 7. SOFTWARE USE AND PROPRIETARY INFORMATION 7.1 Section 7056 of the State of California Revenue and Taxation Code ("R&T Code") specifically limits the disclosure of confidential taxpayer information contained in the records of the CDTFA. Section 7056 specifies the conditions under which a city, county or district may authorize persons other than such city, county or district's officers and employees to examine state sales and use tax records. The following conditions specified in Section 7056-(b)(1) of the State of California R&T Code are hereby made part of this Agreement: a. Software Use. HdL hereby provides authorization to City to access HdL's Sales Tax website if City chooses to subscribe to the software and reports option. The website shall only be used by authorized City staff. No access will be granted to any third party without explicit written authorization by HdL. City shall not sublet, duplicate, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of said software. The software use granted hereunder shall not imply ownership by City of said software, or any right of City to sell said software or the use of same, or any right City Council 23 — 16 7/16/2024 DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B to use said software for the benefit of others. This software use authorization is not transferable. Upon termination or expiration of this Agreement, the software use authorization shall expire, and all City staff website logins shall be de -activated. b. Proprietary Information. As used herein, the term "proprietary information" means all information or material that has or could have commercial value or other utility in HdL's business, including without limitation: HdL's (i) computer or data processing programs; (ii) data processing applications, routines, subroutines, techniques or systems; desktop or web -based software; (iii) business processes; (iv) marketing plans, analysis and strategies; and (v) materials and techniques used; as well as the terms and conditions of this Agreement. Except as otherwise required by law, City shall hold in confidence and shall not use (except as expressly authorized by this Agreement) or disclose to any other party any proprietary information provided, learned of or obtained by City in connection with this Agreement. The obligations imposed by this Section shall survive any expiration or termination of this Agreement or otherwise. The terms of this Section shall not apply to any information that is public information. SECTION II: FEES & CHARGES 1. SALES AND USE TAX AND ECONOMIC ANALYSIS/FORECASTING SERVICES/REPORTS 1.1 Fees for performing the sales tax and economic analysis/forecasting Services as described above shall initially be $833.33 per month, commencing with the month of the Effective Date (hereafter referred to as "monthly fee"). The monthly fee shall be invoiced quarterly in arrears and payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. 1.2 Fees may be increased once every fiscal year (as dcfined by the City, the period running from July I" through June 30'hthe following year) with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), West Region, as reported by the U.S. Bureau of Labor Statistics (the "CPI Change"). Each annual increase in the fees will be equal to the greater of two percent (2%) or the actual CPI Change, but in no event may exceed an increase of five percent (5%). ALLOCATION AND AUDIT RECOVERY SERVICES 1.3 Fees for performing the allocation and audit recovery Services described above shall be 15% of all new, increased and recovered sales and use tax revenue received by the City as a result, in whole or in part, of the allocation audit and recovery services (hereafter referred to as "audit fee"). The fee shall be paid notwithstanding any related City assistance, work in parallel, and/or incurrence of attorneys' fees or other costs or expenses in connection, with the relevant services. 1.4 The fee described above include, without limitation, State fund transfers received for back quarter reallocations and monies received in the second eight (8) consecutive reporting quarters following completion of HdL's allocation audit and confirmation of the corrections by the CDTFA. 1.5 These fees shall be paid by City upon HdL's submittal of evidence of HdL's relevant services in support thereof, including, without limitation, copies of relevant communications between HdL and the CDTFA and/or taxpayers. 2. TRANSACTIONS TAX AND ECONOMIC ANALYSIS/FORECASTING SERVICES/REPORTS 2.1 Fees shall be paid $166.66 monthly billed quarterly for the transaction district tax reports that we include with the quarterly sales tax analyses. The monthly fee shall be invoiced quarterly in arrears and payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. 2.2 Fees may be increased once every fiscal year (as defined by the City, the period running from City Council 23 — 17 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B July 1st through June 30th the following year) with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI- U), West Region, as reported by the U.S. Bureau of Labor Statistics (the "CPI Change"). Each annual increase in the fees will be equal to the greater of two percent (2%) or the actual CPI Change, but in no event may exceed an increase of five percent (5%). ALLOCATION AND AUDIT RECOVERY SERVICES 3.1 Fees shall be paid 15% of the initial amount of new transactions or use tax revenue received by the City because of audit and recovery work performed by HdL, (hereafter referred to as "audit fees"). New revenue shall not include any amounts determined and verified by City or HdL to be increment attributable to causes other than HdL's work pursuant to this agreement. In the event, HdL is responsible for an increase in the tax reported by businesses already properly making tax payments to the City, it shall be HdL's responsibility to separate and support the incremental amount attributable to its efforts prior to the application of the audit fee. Said audit fees will apply to state fund transfers received for those specific quarters identified as being missing and/or deficient following completion of the audit by HdL and confirmation of corrections by the California Department of Tax and Fee Administration but shall not apply prospectively to any future quarter. HdL shall provide City with an itemized quarterly invoice showing all formula calculations and amounts due for audit fees. 4. TECHNICAL ASSISTANCE AND SUBJECT MATTER EXPERTISE (OPTIONAL) 4.1 Fees for performing the consulting and other optional Services described above shall be based on the following initial hourly rates: (i) Principal - $325; (ii) Programmer - $295; (iii) Senior Analyst - $245; and (iv) Analyst - $195. 4.2 Fees may be increased once every fiscal year (as defined by the City, the period running from July 1st through June 30th the following year) with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI- U), West Region, as reported by the U.S. Bureau of Labor Statistics (the "CPI Change"). Each annual increase in the fees will be equal to the greater of two percent (2%) or the actual CPI Change, but in no event may exceed an increase of five percent (5%). GENERAL PROVISIONS RELATING TO FEES 5.1 Fees for travel and lodging expenses will be invoiced at cost and applied to all meetings (including implementation, training, operations and support). Travel expenses only apply to out of scope travel and must therefore be pre -approved by the City. 5.2 Fees will be invoiced monthly to City for services performed during the prior month. Fees will be netted out of City's monthly revenue disbursement to the extent that HdL has commercially reasonable means to do so. Payment by City for any outstanding balance shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City Council 23 — 18 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B EXHIBIT B NON -REGULATORY BUSINESS LICENSE TAX SECTION I: SCOPE OF SERVICES 1. BUSINESS LICENSE TAX ECONOMIC ANALYSIS/FORECASTING SERVICES/REPORTS 1.1 Identify and advise City of legislation potentially impacting City revenue, including pending legislation. 1.2 Prepare biannual revenue estimates and include assumptions. Represent the City for the purpose of obtaining information from businesses to assist with preparation of revenue estimates. Schedule biannual meetings with staff to review the estimates and assumptions. 1.3 Provide business audit services in accordance with the City's municipal code (Chapter 21), based on a plan and schedule mutually agreed upon by the City and Hinderliter, de Llamas and Associates ("HdL") with a minimum of 1 audit per year. 1.4 Represent the City for the purpose of examining records related to the applicable tax revenue. Schedule meetings with staff as needed. 1.5 Prepare documents to facilitate recovery of revenue and applicable penalties and interest, including requests for corrective action. This includes the identification, auditing, and discovering procedures to detect and recover unreported and/or underreported business license taxes (i.e., cross-referencing information with Sales Tax data to ensure licensing compliance). 1.6 Provide comparative information with other cities having a non -regulatory BLT. 1.7 When appropriate, provide recommended changes in business license policies/procedures to improve business license tax collection. 2. COMPLIANCE SERVICES (OPTIONAL) 2.1 Activities under this task are deemed optional and must therefore be pre -approved by the City before work may commence. 2.2 Identify and register businesses which are subject to licensure or taxation, collect known debt as pertains to business license or tax, and identify under -reported tax liability. 2.3 Discovery Services a. Develop a list of businesses subject to City licensure or taxation. b. Notify non -compliant businesses of their options to comply or dispute their non- compliant status. Notification and support to businesses will be facilitated through the website, mail, email, phone and fax. c. Review information and forms submitted by the business for completion and accuracy, inclusive of any additional required documentation (i.e. home occupation permit). All submissions are filed and stored electronically and made available to City upon request. d. Provide businesses with detailed invoicing and options to pay via website, mail, and phone. e. Remit revenue to City no less than monthly, along with all business applications and any additional documentation. 2.4 Collection Services a. Identify businesses subject to City licensure or taxation which have known debt to City and have failed to pay within an appropriate time frame. b. Notify businesses of their options to comply or dispute their non -compliant status. City Council 23 — 19 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B c. Provide businesses with detailed invoicing and options to pay via website, mail and phone. Remit revenue to City no less than monthly. 3. ONLINE PAYMENT PROCESSING 3.1 HdL's services include PCI compliant payment processing services which supports both credit card and eCheck transactions. 3.2 City Responsibilities a. As a condition to its receipt of the Service, City shall execute and deliver any and all applications, agreements, certifications or other documents required by HdL's payment processor, networks or other third parties whose consent or approval is necessary for the processing of Transactions by HdL's payment processor. "Network" is an entity or association that operates, under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover. b. City hereby grants HdL the full right, power and authority to request, receive and review any data or records reflected in a Transaction report. City represents and warrants that it has the full right and authority to grant these rights. SECTION Il: FEES & CHARGES 1. BUSINESS LICENSE TAX ECONOMIC ANALYSIS/FORECASTING SERVICES/REPORTS 1.1 Fees for performing the economic analysis/forecasting services as described above shall be $15,000 per year. This fee will waived in the event that the City opts to utilize Compliance Services outlined in Section 2 as described above and HdL will instead charge the fees outlined in the following section. 2. COMPLIANCE SERVICES (OPTIONAL) 2.1 Fees for performing Compliance Services apply to all monies received for the current tax/license period and any other prior period collected (including monies received for taxes, penalties, interest, and fees). a. Fees for performing discovery Services shall be a contingency Fee of 35% of the revenues received as a result of the Services. b. In the event that City discovers a non -compliant business and reports the business to HdL (including a calculation of all taxes/fees due), HdL will categorize the business as a collection service effort and thus apply the lower collection Services contingency Fee rate. c. Fees for performing collection Services shall be a contingency Fee of 25% of the revenues received as a result of the Services. d. Fees for performing audit Services shall be a contingency Fee of 35% of the revenues received as a result of the Services. e. After a business is brought to compliance, HdL will not be entitled to collect a portion of the renewal charges paid to the City. 2.2 HdL recognizes City's authority to waive or reduce the tax/fee debt of a business. Should City decide to do so for a business whose deficiency was identified by HdL, HdL shall be entitled to compensation in the amount of one-half (%2) of the fees HdL would have otherwise earned. City Council 23 — 20 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B Deficiencies which are uncollectable due to insolvency or dissolution of the business, or for deficiencies which are otherwise incapable of collection (i.e. statute of limitation or other legal defense) shall not be considered a City voluntary election to waive, and thus, HdL would not be entitled to compensation related thereto under this provision. 2.3 The fee shall be paid notwithstanding any related City assistance, work in parallel, and/or incurrence of attorneys' fees or other costs or expenses in connection, with the relevant services. 2.4 Fees for travel and lodging expenses will be invoiced at cost and applied to all meetings (including implementation, training, operations and support). Travel expenses only apply to out of scope travel and must therefore be pre -approved by City. 2.5 Fees will be invoiced monthly to City for services performed during the prior month. Fees will be netted out of City's monthly revenue disbursement to the extent that HdL has commercially reasonable means to do so. Payment by City for any outstanding balance shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. 3. PAYMENT PROCESSING 3.1 HdL will configure payment processing services to utilize either a taxpayer funded model (convenience fee) or City funded model, as directed by City. City may switch between these models upon written request to HdL. Fees for each of these payment processing models are detailed here. 3.2 Taxpayer funded model — City authorizes HdL to collect each convenience fee from the taxpayer at time of payment. a. Credit and debit card processing — 2.9% of transaction amount, minimum of $2.00 b. ACWcCheck processing - $2.50 per transaction 3.3 City funded a. Credit and debit card processing — 2.9% of transaction amount b. ACWcCheck processing - $0.75 per transaction 3.4 Returned payments/NSF fee — Each occurrence of a card chargeback, returned payment or insufficient funds will incur a fee of $25.00, to be applied to the taxpayers account. 3.5 HdL reserves the right to review and adjust pricing related to payment processing services once every fiscal year (as defined by the City, the period running from July I st through June 30th the following year). HdL will communicate any fee adjustments to the City in writing, with sixty (60) days advance notice. Items that will be considered in the review of fees may include, but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments, average consumer payment amounts, card type utilization, and costs of service. City Council 23 — 21 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B EXHIBIT C BUSINESS LICENSE TAX FOR CANNABIS BUSINESS SECTION I: SCOPE OF SERVICES 1. PREPARE BIANNUAL MARKET ANALYSIS AND REVENUE ESTIMATES 1.1 Hinderliter, de Llamas and Associates ("HdL") shall prepare a brief market analysis of the cannabis industry in the City of Santa Ana including information and updates regarding pending legislation or regulatory changes that may impact the City's cannabis program/revenues. HdL will also prepare biannual revenue estimates to inform City budgeting decisions. The analysis shall focus primarily on the cannabis retail sector and shall consider factors including the population of the City and the surrounding service area, average sales, leakage to licensed retailers in other nearby jurisdictions and the presence of unlicensed cannabis delivery services. 1.2 To inform this analysis, HdL shall work with the City to develop a questionnaire that will be provided to licensed cannabis businesses to help identify trends in pricing, sales and consumer preferences, along with other relevant information or observations the businesses may want to share. HdL shall engage with cannabis businesses on the City's behalf as may be requested to discuss the information requests and to glean additional information or understanding where possible. Responses from this questionnaire will be used in conjunction with empirical data derived from other sources to provide the City with forward -looking projections for gross receipts and resulting City revenues. 1.3 HdL's analysis shall also include a comparison of the City's cannabis tax rates and revenues with those from other nearby or comparable jurisdictions. This analysis may be used by the City to inform budgeting decisions as well as discussions about possible changes to current cannabis business tax rates or related regulatory requirements. 1.4 It is anticipated that HdL's analysis shall be provided in the form of a biannual 4 to 6-page memo for internal use by City staff. The actual length, format, content and use of the analysis shall be determined in consultation with City staff and may vary as needed or requested by the City. HdL will provide one initial draft report for staff to review and critique plus one iterative draft that will incorporate any requested revisions prior to providing the final report. Any additional drafts, iterations or documentation that may be requested by the City would be in addition to the costs shown in HdL's Cost Proposal.HdL's subject matter expert shall be available to meet with City staff biannually to review and discuss the analysis and revenue projections as well as any observations or recommended actions. This proposal assumes that such meetings would be conducted remotely. 2. ANNUAL BUSINESS LICENSE TAX AUDIT SERVICES 2.1 HdL will conduct an annual revenue audit of at least three (3) cannabis businesses to verify the accuracy of the revenue reported and remitted to the City during the review period and will recommend a tax adjustment should the audit reveal any variances in reported revenue. Such audit services shall be conducted in accordance with the City's Municipal Code (Chapter 21, Articles XII and XIII, and Sec. 40-106). As part of the audit process, HdL will conduct a risk - based review of each business using our proprietary methodology, which was developed to specifically address the unique challenges associated with auditing the cannabis industry. Our methodology allows audit staff to cross -analyze multiple business records to identify reporting City Council 23 — 22 7/16/2024 DocuSign Envelope ID: 9822D5D4-600B-4A67-B07F-02E780760E1 B variances, discrepancies and outliers to produce the most accurate measure of gross receipts on behalf of the City. 2.2 To initiate the process, the City shall provide HdL with a list of all licensed cannabis businesses subject to audit. HdL shall work with the City to determine the appropriate review period for each business and to develop a schedule for conducting all audits. As the time for each audit approaches, HdL will prepare a notification letter informing the licensee of the impending audit and providing a list of all records and documentation the business is required to provide, including remote access to the business's point -of -sale (POS) system where applicable. HdL recommends that the notification letter be sent by the City to communicate HdL's authority to conduct the audit and to encourage cooperation by the business. 2.3 The full annual audit shall include: a. Review Point -of -Sale (POS) system structure b. Review inventory system (subject to METRC data) c. Analyze and compare POS data with other available data sources, including: • City cannabis tax returns • State tax returns • Federal tax returns • METRC sales and inventory data • CDTFA data • Bank statements • Sales receipts • Other financial documents as available d. Identify any variances or over/under reporting e. Calculate any taxes or fees due to the City f. Prepare and issue report 2.4 Where cannabis cultivation is taxed on a square -footage basis, the audit shall include one annual site inspection to verify compliance with maximum permitted canopy area. Square footage audits may also consider documented findings from inspections by the City, DCC or other agencies, where available. 2.5 A business that holds multiple state cannabis licenses shall be considered a single business for audit purposes, provided that all licenses are held and operated under the same name, ownership, location, and a single tax ID number. Any variation may indicate separate business entities requiring separate audits. Any such determination shall be made on a case -by -case basis in consultation with the City. FISCAL COMPLIANCE SITE VISITS (OPTIONAL) 3.1 Activities under this task are deemed optional and must therefore be pre -approved by the City before work may commence. 3.2 HdL shall conduct on -site fiscal compliance site visits of at least three (3) commercial cannabis businesses subject to an audit outlined in Task 2 or as otherwise requested by the City. The site visits shall seek to verify that all documentation and record keeping is in accordance with the City's requirements. HdL audit inspectors may be accompanied by City staff, if so desired, to assist them in gaining an understanding of each operator's internal controls and their procedures for recording and reporting sales to the City. 3.3 Each site visit shall be conducted concurrent with the annual cannabis business license tax audit for the business as described under Task 2. The timing for the site visit shall be determined in consultation with the City. HdL recommends that the site visit occur after the business has City Council 23 — 23 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B provided all requested documents and has provided HdL with remote access to the POS system for purposes of running sales reports. This timing will allow HdL's auditors to familiarize themselves with the business' POS system and general sales figures so as to develop a list of specific issues, questions or concerns to be investigated during the site visit. 3.4 Prior to the site visit, HdL shall provide the operator with a questionnaire regarding the business' reporting, internal controls and inventory tracking. The questionnaire shall be developed in coordination with the City to ensure that any specific topics desired by the City are included. Reponses to the questionnaire shall be verified during the site visit. If HdL identifies any issues of fiscal non-compliance during the site visit, the information shall be recorded and incorporated into the audit. Depending upon the nature of the issue, HdL may also advise the business of recommended best practices for improved compliance. 3.5 The cost for this service includes all of the following: a. Scheduling and coordination of the site visit with the permittee and City staff. b. Fiscal compliance site visit to ensure that each business complies with all City reporting and remitting requirements and related regulatory protocols for all of the following: • Point of Sale (POS) inventory control • Accurate books and records maintained for a minimum of 5 years • A complete set of books, invoices, sales records, bills, bank statements and all other necessary records • Any other items as may be requested by the City c. Preparation of a supplemental report to be incorporated into the cannabis business license tax audit under Task 2. The report shall detail any findings of the site visit and provide recommendations for changes or improvements to the business' reporting, record -keeping and inventory tracking practices where needed. d. All travel costs associated with the inspection. e. All phone, email and other communications involved in preparing for, scheduling and coordinating the inspections and providing the report. f. The cost for this service assumes that all site visits would be scheduled consecutively to minimize travel time and expense. This cost does not include any follow-up site visits, re -inspection or review of any supplemental documents provided to address or contest any findings of fiscal non-compliance, nor does it include any assistance with the appeal of any enforcement action by the City. Any costs associated with such additional services would be billed at HdL's hourly rate. 4. TECHNICAL ASSISTANCE AND SUBJECT MATTER EXPERTISE (OPTIONAL) 4.1 HdL may provide additional hours of general consulting to be utilized on an as -needed basis at the City's request. Such assistance may include technical assistance, subject matter expertise, education, participation in conference calls, responding to staff inquires via phone and email, reviewing staff reports to the City Council, assisting with responses to inquiries from the public, or other issues as may be requested by the City. SECTION 11: FEES & CHARGES 1. BIANNUAL MARKET ANALYSIS AND REVENUE ESTIMATES 1.1 Assumes 2 biannual reports per year at $12,000 each, with an estimated cost of $24,000 per year. City Council 23 — 24 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B 2. ANNUAL CANNABIS BUSINESS TAX AUDITS 2.1 Assumes a standard 12-month review period, charged at $10,000 per audit. 2.2 HdL may be called upon to provide testimony or provide documentation during Administrative Hearings. Services related to preparation and participation in these Hearings shall be billed at HdL's hourly rates outlined in the table below. 3. FISCAL COMPLIANCE SITE VISITS (OPTIONAL) 3.1 If requested by the City will be charged at $2,500 per site visit. 4. TECHNICAL ASSISTANCE AND SUBJECT MATTER EXPERTISE (OPTIONAL) 4.1 Any additional services that are not specifically enumerated herein shall be billed at HdL's hourly rates outlined in the table below. HdL will not be asked to review any supplemental information provided by applicants or businesses and will not be a part of any enforcement or collection action. 4.2 Appeals, arbitration, or civil litigation resulting from the findings of an inspection and/or audit may call upon participation from HdL. Any such additional reports, documentation or assistance that may be required would be in addition to the costs shown in the table below. 5. CONFLICTS OF INTEREST AND NON -DISCLOSURE 5.1 HdL Companies works for the benefit of public agencies and has no private -sector clients in the cannabis industry. All cannabis business information will be kept confidential by HdL and will not be shared internally beyond those HdL employees who are required to have access for purposes of conducting the work contemplated herein, or for administrative purposes as necessary. 6. DRAFTS AND FINAL WORK PRODUCTS 6.1 All work products assume one initial draft for review and comment, one iterative draft to incorporate any desired changes, and one final draft for presentation or publication. Additional drafts requested by the client may result in additional charges at HdL's hourly rate. 7. SERVICES BILLED AT HOURLY RATE 7.1 Service objectives shown as being billed at HdL's hourly rate may be billed up to the maximum estimated hours. HdL will not exceed the maximum estimated hours without first notifying the City and receiving written approval in advance. 8. HOURLY RATES AND FEES FOR HDL STAFF 8.1 The hourly rates for HdL staff mentioned in the sections above as shown in the table below. Any additional services requested by the client that are not specifically described in this agreement would be billed at the standard rate for the assigned staff person. 8.2 Rates and fees may be increased once every fiscal year (as defined by the City, the period running from July 1st through June 30th the following year) with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), West Region, as reported by the U.S. Bureau of Labor Statistics (the "CPI Change"). Each annual increase in the fees will be equal to the greater of two percent (2%) or the actual CPI Change, but in no event may exceed an increase of five percent (5%). HdL will communicate any rate and fee adjustments to the City in writing, with sixty (60) days advance notice City Council 23 — 25 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B TITLE RATE Director of Compliance $300 Senior Policy Advisor $300 Audit Manager $300 Compliance Inspector $235 Compliance Inspector $235 Senior Auditor $250 Senior Auditor $250 Auditor $235 Auditor $235 Auditor $235 Audit Analyst $225 Audit Analyst $225 Compliance Administrator $200 City Council 23 — 26 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B EXHIBIT D HOTEL VISITORS TAX SECTION I: SCOPE OF SERVICES 1. HOTEL VISITORS TAX ECONOMIC ANALYSIS/FORECASTING SERVICES/REPORTS 1.1 Hinderliter, de Llamas and Associates ("HdU) shall identify and advise the City of legislation potentially impacting City revenue, including pending legislation. 1.2 Prepare biannual revenue estimates and include assumptions. Represent the City for the purpose of obtaining information from hotels to assist with preparation of revenue estimates. Schedule biannual meetings with staff to review the estimates and assumptions. 1.3 Conduct a minimum of two (2) HVT audits per year in accordance with the City's municipal code (Chapter 35, Article V), based on a mutually agreed upon plan and schedule. Represent the City for the purpose of examining records related to the applicable tax revenue. Schedule meetings with staff as needed. 1.4 Prepare documents to facilitate recovery of revenue and applicable penalties and interest, including requests for corrective action. 1.5 Provide comparative information with other cities having a Hotel Visitors Tax, commonly referred to as a Transient Occupancy Tax (TOT). 2. OPERATIONS MANAGEMENT SERVICES 2.1 Activities under this task are deemed optional and must therefore be pre -approved by the City before work may commence. 2.2 Establish and maintain database of Client lodging providers. 2.3 Receive and process registrations, tax returns and payments in a timely fashion. 2.4 Provide lodging providers multiple options for submitting registrations, tax returns, payments, or support requests (including via website, email, mail, phone, and fax. Consultant tax specialists will be available for live interactions Monday through Friday, 8:00am to 5:00pm Pacific). 2.5 Remit revenue to Client no less than monthly. 2.6 Provide Client staff access to website portal offering lodging provider registry inquiry and reporting capabilities. 2.7 Endeavor to ensure accurate filings of returns by consistently monitoring returns, providing compliance audits, and educating lodging providers as mutually agreed to by Client and Consultant. 2.8 Provide analysis reports monthly and annually provide revenue trends and key insights on Client lodging providers. 3. ONLINE PAYMENT PROCESSING 3.1 Consultant's services include PCI compliant payment processing services which supports both credit card and eCheck transactions. 3.2 Client Responsibilities a. As a condition to its receipt of the Service, Client shall execute and deliver any and all applications, agreements, certifications or other documents required by HdL's payment processor, networks or other third parties whose consent or approval is necessary for the processing of Transactions by HdL's payment processor. "Network" is an entity or City Council 23 — 27 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B association that operates, under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover. b. Client hereby grants Consultant the full right, power and authority to request, receive and review any Data or records reflected in a Transaction report. Client represents and warrants that it has the full right and authority to grant these rights. SECTION IL' FEES & CHARGES 1. FEES FOR SERVICES 1.1 Fees for performing the services outlined above shall be $950.00 per year for each filing property. The City in its sole discretion may opt out of individual tasks listed above; however, HdL will be entitled to full compensation of the fee presented here. Adjustment to the fee must be done in writing and agreed upon between the City and HdL. 1.2 Fees for performing discovery Services shall be a contingency Fee of 35% of the revenues received as a result of the Services. 1.3 Fees for travel and lodging expenses will be invoiced at cost and applied to all meetings (including implementation, training, operations and support). Travel expenses only apply to out of scope travel and must therefore be pre -approved by the City 1.4 Fees may be increased once every fiscal year (as defined by the City, the period running from July 1st through June 30th the following year) with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI- U), West Region, as reported by the U.S. Bureau of Labor Statistics (the "CPI Change"). Each annual increase in the fees will be equal to the greater of two percent (2%) or the actual CPI Change, but in no event may exceed an increase of five percent (5%). 1.5 Fees will be invoiced monthly to City for services performed during the prior month. Fees will be netted out of City's monthly revenue disbursement to the extent that HdL has commercially reasonable means to do so. Payment by City for any outstanding balance shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. 2. PAYMENT PROCESSING 2.1 Consultant will configure payment processing services to utilize either a taxpayer funded model (convenience fee) or Client funded model, as directed by Client. Client may switch between these models upon written request to Consultant. Fees for each of these payment processing models are detailed here. 2.2 Taxpayer funded model — Client authorizes Consultant to collect each convenience fee from the taxpayer at time of payment. a. Credit and debit card processing — 2.9% of transaction amount, minimum of $2.00 b. ACWcCheck processing - $2.50 per transaction 2.3 Client funded a. Credit and debit card processing — 2.9% of transaction amount b. ACWcChcck processing - $0.75 per transaction 2.4 Returned payments/NSF fee — Each occurrence of a card chargeback, returned payment or insufficient funds will incur a fee of $25.00, to be applied to the taxpayers account. City Council 23 — 28 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B 2.5 Consultant reserves the right to review and adjust pricing related to payment processing services on an annual basis. Consultant will communicate any such adjustment to Client in writing, with 60 days advance notice. Items that will be considered in the review of fees may include, but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments, average consumer payment amounts, card type utilization, and costs of service. City Council 23 — 29 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B EXHIBIT E UTILITY USERS TAX FOR ELECTRIC, GAS & TELECOMMUNICATIONS SERVICES SECTION I: SCOPE OF SERVICES 1. SUPPORT & INDUSTRY MONITORING SERVICES 1.1 Hinderliter, de Llamas and Associates ("HdL") shall actively monitor federal and state industry and legislative events which may impact UUT revenues, keep the City informed, and make recommendations regarding advocacy or other response as appropriate. 1.2 Prepare biannual revenue estimates and include assumptions. Represent the City for the purpose of obtaining information from utility providers to assist with preparation of revenue estimates. Schedule biannual meetings with staff to review the estimates and assumptions 1.3 Provide analysis reports on the utility provider community and reporting details including utility trends, provider trends, revenue trends, and revenue forecasting utilizing the City provided data. 1.4 Ordinance and Filing Procedure Review — analysis of UUT ordinances and the City procedures to identify possible deficiencies, areas subject to legal challenge, or missing best practice provisions. 2. AUDIT SERVICES 2.1 Overall Tasks a. HdL shall conduct audits in accordance with the City's Municipal Code (Chapter 35, Article VI), based on an agreed -to plan and schedule. The audits will include corresponding franchise fees as applicable. HdL shall represent the City for the purpose of examining records related to the applicable tax and fee revenue. Schedule meetings with staff as needed b. HdL shall contact the City's staff and obtain documentation required to kick off the project. c. Review the City's municipal code related to utility users' tax to understand the definition of gross revenues and the determination of utility users' taxes. d. Prepare initial data requests to the utility companies and the City requesting information related to the review period. During the project, if needed, prepare additional data requests and submit them to the utility companies. e. Execute non -disclosure agreements (NDAs) with the utility companies, if required. f. Correspond with the utility companies and the City, as required via phone and email, to obtain documentation, resolve issues, and obtain any appropriate assistance. 2.2 Review of Utility Users' Taxes a. Verify that the accounting methodologies and procedures used by the Companies accurately identify billed revenues generated within the City during the review period subject to the utility users' taxes. Investigate any inconsistencies and provide recommendations, if applicable. b. Review payments to the City and recalculate the utility users' taxes for the review period. c. On a test basis, reconcile billed revenues submitted as supporting documentation with the tax payments to revenues recorded on the audited financial statements or equivalent reporting information. City Council 23 — 30 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B d. Identify each revenue type or source that the Companies did not include in the determination of the utility users' taxes remitted to the City for the review period and verify correctly excluded. e. Reconcile revenues reported to the City to the revenues on third parry billing data on a test basis, depending on the findings noted and accuracy of the sample quarters tested. f. Obtain a sample of customer bills and verify the calculation of the tax on the bill. g. For each year, summarize every category of revenues reported to the City and reconcile these revenues to the utility users' taxes. 2.3 Procedures specific to Telecommunication Utility Users' Taxes a. Review the following, as applicable: enhanced service revenues, private line revenues, equipment lease and sales revenues, installation and maintenance agreement charges, late fees, non -sufficient funds fees, E911 charges, sales taxes, and state and federal USF charges. Determine that these items are appropriately treated in the determination of the gross revenues reported to the City. b. Review the allocations of any bundled products consistent with accounting requirements (Accounting Standards Codifications 605 and 606) to ascertain the correct amount subject to the UUT is being determined. c. Identify any exempt telecommunications revenues and determine if the customer meets the requirements for exempt status. d. Determine whether gross revenues generated from Indefeasible Right of Use ("IRU") agreements were correctly included in the revenue base to determine UUT payments to the City. e. Obtain a list of the reseller lease agreements. Determine whether revenues from reseller lease agreements were correctly included in the telecommunications revenue base to determine the UUT payments to the City or whether the reseller self -reports. f. Review the allocation percentage and method utilized to calculate allocated revenues, such as the long-distance revenues between intrastate and interstate. 2.4 Summarize Results and Issue Reports a. Analyze utility users' taxes reported to the City by category of revenues. b. Calculate under/overpayment of the amount due to the City, interest charges and applicable fees on under/overpayments of the utility users' taxes. c. Submit final reports to the City. The reports will include HdL findings, including a recalculation of the utility users' taxes and determination of any deficiencies plus applicable interest due to the City. TECHNICAL ASSISTANCE AND SUBJECT MATTER EXPERTISE (OPTIONAL) 3.1 HdL may provide additional hours of general consulting to be utilized on an as -needed basis at the City's request. Such assistance may include technical assistance, subject matter expertise, education, participation in conference calls, responding to staff inquires via phone and email, reviewing staff reports to the City Council, assisting with responses to inquiries from the public, or other issues as may be requested by the City. SECTION IL FEES & CHARGES 1. SUPPORT & INDUSTRY MONITORING SERVICES 1.1 Fees for performing support and industry monitoring services, including support & industry monitoring and operations management shall be charged at $3,000.00/month. City Council 23 — 31 7/16/2024 DocuSign Envelope ID:9822D5D4-600B-4A67-B07F-02E780760E1B 1.2 Fees will be invoiced monthly to City for services performed during the prior month. Payment by City for any outstanding balance shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. 1.3 Fees may be increased once every fiscal year (as defined by the City, the period running from July 1st through June 30th the following year) with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI- U), West Region, as reported by the U.S. Bureau of Labor Statistics (the "CPI Change"). Each annual increase in the fees will be equal to the greater of two percent (2%) or the actual CPI Change, but in no event may exceed an increase of five percent (5%). . 1.4 Fees for travel and lodging expenses will be invoiced at cost and applied to all meetings (including implementation, training, operations and support). Travel expenses only apply to out of scope travel and must therefore be pre -approved by the City. 2. AUDIT SERVICES 2.1 HdL will perform reviews of the reports of utility users' taxes (cable, electric, gas, telecommunications as appropriate — collectively Companies) concerning the utility users' taxes (UUT) payments to the City for an hourly rate of $200 per hour, not to exceed $25,000.00 per review. It is possible for a single company to require multiple reviews (with separate budgets), i.e. Verizon/Frontier for wireline services and cellular service. 2.2 If the City takes legal action to collect underpayments identified by HdL, any additional services, e.g. expert testimony, by HdL will be provided at an agreed hourly rate of $250.00 per hour. 2.3 The City will be invoiced monthly for services performed during the prior month. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures 2.4 Fees may be increased once every fiscal year (as defined by the City, the period running from July 1 st through June 30th the following year) with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI- U), West Region, as reported by the U.S. Bureau of Labor Statistics (the "CPI Change"). Each annual increase in the fees will be equal to the greater of two percent (2%) or the actual CPI Change, but in no event may exceed an increase of five percent (5%). HdL will communicate any fee adjustments to the City in writing, with sixty (60) days advance notice. City Council 23 — 32 7/16/2024 Consultant Agreement_HdL Associates RFP 24-010 - CAO approved - 6-27-24(409067.1) a Final Audit Report 2024-07-08 Created: 2024-07-08 By: Kristin Andrade (kandrade@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAmDbN-1glAfnlwOoVP5xgbnFyzQDUK2pV "Consultant Agreement _HdL Associates RFP 24-010 - CAO app roved - 6-27-24(409067.1) a" History Document created by Kristin Andrade (kandrade@santa-ana.org) 2024-07-08 - 5:40:10 PM GMT Document emailed to Kathryn Downs (kdowns@santa-ana.org) for signature 2024-07-08 - 5:40:42 PM GMT Email viewed by Kathryn Downs (kdowns@santa-ana.org) 2024-07-08 - 5:44:34 PM GMT Document e-signed by Kathryn Downs (kdowns@santa-ana.org) Signature Date: 2024-07-08 - 5:44:45 PM GMT - Time Source: server Agreement completed. 2024-07-08 - 5:44:45 PM GMT Ado i y ounce 23 — 33 7/16/2024 EXHIBIT 2 RESOLUTION NO. 2024-XX A RESOLUTION OF THE CITY OF SANTA ANA AUTHORIZING EXAMINATION OF SALES AND USE TAX RECORDS AND TRANSACTIONS AND USE TAX RECORDS 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 conclusively finds, determines and declares as follows: WHEREAS, pursuant to Ordinance No. NS-1187, the City of Santa Ana ("City") entered into a contract with the California Department of Tax and Fee Administration ("CDTFA") to perform all functions incident to the administration and collection of sales and use taxes; and WHEREAS, pursuant to Ordinance No. NS-2952 and California Revenue and Taxation Code Section 7270, the City entered into a contract with the CDTFA to perform all functions incident to the administration and collection of transactions and use taxes; and WHEREAS, the City deems it desirable and necessary for authorized officers, employees and representatives of the City to examine confidential sales and use tax records and transactions and use tax records of the CDTFA pertaining to sales and use taxes, and transactions and use taxes collected by the CDTFA for the City; and WHEREAS, Section 7056 of the California Revenue and Taxation Code sets forth certain requirements and conditions for the disclosure of CDTFA records, and Section 7056.5 of the California Revenue and Taxation Code establishes criminal penalties for the unlawful disclosure of information contained in, or derived from, the sales and use tax records or transactions and use tax records of the CDTFA; NOW, THEREFORE, it is hereby ORDERED, RESOLVED and DETERMINED, as follows: Section 2. The Executive Director of Finance and Management Services, Assistant Director of Finance and Management Services, Treasury and Customer Services Manager, Budget and Research Manager, Budget Supervisor, Senior Management Analyst, Management Analyst, Revenue Supervisor, and/or other officer or employee of the City designated in writing by the Executive Director of Finance and Management Services to the CDTFA (collectively, "Designated Employee") are hereby appointed to represent the City with authority to examine sales and use tax records, and transactions and use tax records of the CDTFA pertaining to sales and use taxes, and Resolution No. 2024-XXX Page 1 of 3 City Council 23 — 34 7/16/2024 transactions and use taxes collected for the City by the CDTFA pursuant to the contract between the City and the CDTFA. Section 3. The Designated Employee is hereby appointed to represent the City with the authority to examine those sales and use tax records and transaction and use tax records for purposes related to the collection of City sales and use taxes, and transactions and use taxes by the CDTFA pursuant to that contract, and for purposes related to the following governmental functions of the City: a) Detection of misallocations and deficiencies; b) Revenue tracking and economic development; c) Forecasting and budget -related functions; and d) Comparative audit of local jurisdiction taxes. The information obtained by examination of CDTFA records shall be used only for those governmental functions of the City listed above. Section 4. Hinderliter, de Llamas and Associates ("HdU) is hereby designated to examine all of the sales and use tax records, and transactions and use tax records of the CDTFA pertaining to sales and use taxes and transactions and use taxes collected for the City by the CDTFA, with records beginning April 1, 2024. The person or entity designated by this section meets all of the following conditions, which are also included in the contract between the City and HdL: a) has an existing contract with the City to examine those sales and use tax records and transactions and use tax records; b) is required by that contract to disclose information contained in, or derived from, those sales and use tax records, and transactions and use tax records only to the Designated Employee authorized under Section 1 of this Resolution to examine the information. c) is prohibited by that contract from performing consulting services for a retailer during the term of that contract; d) is prohibited by that contract from retaining the information contained in, or derived from those sales and use tax records and transactions and use tax records, after that contract has expired. Section 5. The information obtained by examination of CDTFA records shall be used only for purposes related to the collection of City's sales and use taxes or transactions and use taxes by the CDTFA pursuant to the contract between the City and the CDTFA and for those purposes relating to the governmental functions of the City listed in section 2 of this resolution. Resolution No. 2024-XXX Page 2 of 3 City Council 23 — 35 7/16/2024 Section 6. This resolution supersedes all prior resolutions of the City Council of the City of Santa Ana adopted pursuant to subdivision (b) of Revenue and Taxation Code section 7056. Section 7. 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 , 2024. Valerie Amezcua Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By:J`J ' Gt G Get a Andrea Garcia -Miller Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT Councilmembers: Councilmembers: Councilmembers: Councilmembers: CERTIFICATION OF ATTESTATION AND ORIGINALITY I, JENNIFER HALL, City Clerk, do hereby attest to and certify the attached Resolution No. 2024- to be the original resolution adopted by the City Council of the City of Santa Ana on the day of , 2024. Date: City Clerk City of Santa Ana Resolution No. 2024-XXX Page 3 of 3 City Council 23 — 36 7/16/2024 EXHIBIT 3 TAX AUDIT, ANALYSIS, FORECASTING, AND REPORTING SERVICES AGREEMENT BETWEEN HDL COREN & CONE AND CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 16th day of July, 2024 by and between HdL Coren & Cone, ("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 8, 2024, the City issued Request for Proposal No. 24-010 ("RFP") by which it sought qualified contractors to provide special skill and knowledge in the field of providing audit, revenue recovery, analysis, forecasting, and reporting services for property tax revenues and the Annual Comprehensive Financial Report (ACFR). B. Consultant submitted a responsive proposal that was among those selected by the City. 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 Exhibit A and Exhibit B, 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 Exhibit A and Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $268,930. 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. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance City Council 23 — 37 7/16/2024 set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to two I -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 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. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: City Council 23 — 38 7/16/2024 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 and $2,000,000 aggregate. 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 combined limit of $1,000,000. 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, policy, employee for bodily injury or disease. 4. Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Insurance requirements above can be met with primary and umbrella/excess insurance policies. If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status City, its City Council, officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL and Automobile Liability policy(ies) with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. Primary Coverage For any claims related to this contract, the selected Proposer's insurance coverage shall be primary coverage as respects City, its City Council, officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by City, its City Council, officers, officials, employees, agents, or volunteers shall not contribute with it. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. Waiver of Subrogation Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against City by virtue of the payment of any loss under the CGL, City Council 23 — 39 7/16/2024 Automobile Liability, Worker's Compensation and/or Professional Liability insurance policies. 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 City has received a waiver of subrogation endorsement from any insurer(s). Severability A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. Certificate Holder Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701. Self -Insured Retentions Self -insured retentions must be declared to and approved by City. City may require 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. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to 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 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, Consultant must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Verification of Coverage Consultant shall furnish 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 policies listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City Council 23 — 40 7/16/2024 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. 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 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. 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. City Council 23 — 41 7/16/2024 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 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 parry 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 parry, which is not embodied herein. City Council 23 — 42 7/16/2024 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 15. 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 City Council 23 — 43 7/16/2024 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: To City: 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: Executive Director, Finance & Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-15) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Paula Cone President HdL Coren & Cone 120 S. State College Blvd. Suite 200 Brea, CA 92821 Fax: ((714)845-7364 Nichole Cone Vice President HdL Coren & Cone 120 S. State College Blvd., Suite 200 Brea, CA 92821 Fax: (714) 845-7364 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, City Council 23 — 44 7/16/2024 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. 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: Andrea Garcia -Miller Assistant City Attorney RECOMMENDED FOR APPROVAL: Kathryn Downs Executive Director Finance & Management Services Agency CITY OF SANTA ANA Alvaro Nunez Acting City Manager CONSULTANT: Tada J Con Paula Cone President City Council 23 — 45 7/16/2024 EXHIBIT A PROPERTY TAX, PROPERTY TAX IN -LIEU OF VEHICLE LICENSE FEES, RESIDUAL ALLOCATIONS FROM THE REDEVELOPMENT PROPERTY TAX TRANSFER FUND SECTION I: SCOPE OF SERVICES 1. ANNUAL SERVICES 1.1. Annually, after the Property Tax Roll is available: a. CONSULTANT shall establish a Database for CITY available through CONSULTANT'S online property tax application b. Utilizing the Database, CONSULTANT will provide: • A listing of the major property owners in the CITY, including the assessed value of their property. • A listing of the major property tax payers, including an estimate of the property taxes. • A listing of property tax transfers which occurred since the prior lien date. • A listing of parcels that have not changed ownership since the enactment of Proposition XIIIA. • A comparison of property within the CITY by county -use code designation. • A listing by parcel of new construction activity utilizing city building department data, including building permits with assessor parcel numbers and project completion dates, to identify non-residential parcels with new construction activity and to provide reports for use in the CITY's preparation of Gann (Propositions 4 and 111) State Appropriation Limit calculations. • A listing of multiple owned parcels. • A listing of absentee owner parcels. • Calculate an estimate of property tax revenue anticipated to be received for the fiscal year by the CITY. This estimate is based upon the initial information provided by the County and is subject to modification. This estimate shall not be used to secure the indebtedness of the CITY. • Development of historical trending reports involving taxable assessed values for the CITY, median and average sales prices, foreclosure activity and related economics trends. • One and five-year budget projections for the city general fund • Newsletter summary for public and elected distribution. • Upon written request, analyses based on geographic areas designated by the CITY to include assessed valuations and square footage computations for use in community development planning. • New construction value comparison for use in the alternate Gann Limit calculation c. Review the secured and unsecured lien to rolls to identify and correct any misallocated assessments to ensure they are correctly allocated to the City 2. SUCCESSOR AGENCY SERVICES 2.1. Successor Agency Services including but not limited to: a. Tax increment projections b. Review of Redevelopment Obligation Payment Schedules as requested c. Provide property tax information to the Oversight Board at the direction of the Successor Agency. City Council 23 — 46 7/16/2024 d. Provide access to the Oversight Board to City and former redevelopment agency documents at the direction of the Successor Agency. e. Monitor the County distribution of tax -sharing revenues to the taxing entities of the former redevelopment agency. f. Advice and consultation on the City/Successor Agency's preparation of required reports g. Analysis of legislative and judicial matters impacting Redevelopment Property Tax Trust Fund (RPTTF) h. Provide an annual estimate of the residual revenue to be received from the RPTTF for the current year and four subsequent years. 3. SOFTWARE USE AND PROPRIETARY INFORMATION 3.1 Software Use. CONSULTANT hereby provides authorization to CITY to access CONSULTANT'S Property Tax website if CITY chooses to subscribe to the software and reports option. The website shall only be used by authorized CITY staff. No access will be granted to any third party without explicit written authorization by CONSULTANT. CITY shall not sublet, duplicate, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of said software. The software use granted hereunder shall not imply ownership by CITY of said software, or any right of CITY to sell said software or the use of same, or any right to use said software for the benefit of others. This software use authorization is not transferable. Upon termination or expiration of this Agreement, the software use authorization shall expire, and all CITY staff website logins shall be de -activated. 3.2 Proprietary Information. As used herein, the term "proprietary information" means all information or material that has or could have commercial value or other utility in CONSULTANT'S business, including without limitation: CONSULTANT'S (i) computer or data processing programs; (n) data processing applications, routines, subroutines, techniques or systems; desktop or web -based software; (iii) business processes; (iv) marketing plans, analysis and strategies; and (v) materials and techniques used; as well as the terms and conditions of this Agreement. Except as otherwise required by law, CITY shall hold in confidence and shall not use (except as expressly authorized by this Agreement) or disclose to any other party any proprietary information provided, learned of or obtained by CITY in connection with this Agreement. The obligations imposed by this Section shall survive any expiration or termination of this Agreement or otherwise. The terms of this Section shall not apply to any information that is public information. SECTION Il: FEES & CHARGES 1. ANNUAL SERVICES 1.1. Base fixed fee $28,000 per year (billed $7,000 per quarter) 1.2.In addition to the Base Fixed Fee, we will receive a contingent fee of 25% of net tax revenues recovered for the City through the audits we perform. Net tax revenues mean the taxes received by the City through our audit efforts. Contingency fee shall not exceed $15,000 per year. 2. OPTIONAL SERVICES 2.1 Work that is requested by the City that is beyond the scope of services in this proposal shall be charged on a time and material basis. No work shall be performed without prior written approval by the City. Fees for these services are as follows: City Council 23 — 47 7/16/2024 Partner $250 per hour Principal $225 per hour Programmer $200 per hour Associate $175 per hour Senior Analyst $125 per hour Analyst $90 per hour Administrative $70 per hour City Council 23 — 48 7/16/2024 EXHIBIT B STATISTICAL REPORT PACKAGE FOR THE ANNUAL COMPREHENSIVE FINANCIAL REPORT (ACFR) SECTION 1: SCOPE OF SERVICES 1. ANNUAL SERVICES 1.1. Annually, between July 1 and no later than October 15, a. CONSULTANT shall use its established Database for CITY b. Utilizing the Database, CONSULTANT will provide: • A use category summary report for the fiscal year of the ACFR • A graph showing the breakdown of the 1 % property tax rate for the largest tax rate area by value. • A detailed report showing the values in all value categories as received from the Assessor's Office • A table and graph with a ten-year history of values in the CITY • A listing of the top ten property owners in the fiscal year of the ACFR in net assessed value order. • A listing of the top ten property owners in the fiscal year nine years prior to the year of the ACFR in net assessed value order. • A table showing property value by use code category for the current and nine prior fiscal years. • A report with the direct and overlapping tax rates within the CITY for the current and prior nine fiscal years. • A report with economic and demographic statistics for the current and nine prior fiscal years. • A report with a three-year history of single family residential transfer information • A report with sales tax by category for the current and nine prior years • A report with an alphabetical list of sales tax producers for the current year. The report is only available if CITY contracts with Hinderliter deLlamas and Associates for sales tax services. • A report with an alphabetical list of sales tax producers nine years prior. The report is only available if CITY contracts with Hinderliter deLlamas and Associates for sales tax services. • A report of the direct and overlapping debt for the current fiscal year SECTION IL FEES & CHARGES 1. ANNUAL SERVICES 1.3. The above services will be provided for a cost of $1,245 billed after the items have been delivered to CITY. City Council 23 — 49 7/16/2024 Consultant Agreement_HdL Coren Cone RFP 24-010 - CAO approved - 6-27-24(409064.1)_pc signed Final Audit Report 2024-07-03 Created: 2024-07-02 By: Kristin Andrade (kandrade@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAh9YJ2g2OSNNwcjJRE2OpX8kxIOVn5nNs "Consultant Agreement _HdL Coren Cone RFP 24-010 - CAO a pproved - 6-27-24(409064.1)_pc signed" History 5 Document created by Kristin Andrade (kandrade@santa-ana.org) 2024-07-02 - 3:02:59 PM GMT Cry Document emailed to Kathryn Downs (kdowns@santa-ana.org) for signature Email viewed by Kathryn Downs (kdowns@santa-ana.org) 2024-07-03 - 1:29:25 PM GMT &,0 Document e-signed by Kathryn Downs (kdowns@santa-ana.org) Signature Date: 2024-07-03 - 1:29:42 PM GMT - Time Source: server Q Agreement completed. 2024-07-03 - 1:29:42 PM GMT Q Ado i y ounce 6 23 - 50 7/16/2024 EXHIBIT 4 REQUEST FOR PROPOSALS NO. 24-010 FOR TAX AUDIT, ANALYSIS, FORECASTING, AND REPORTING SERVICES CITY OF SANTA ANA KEY RFP DATES: The schedule below is tentative and subject to change at the discretion of City, with appropriate notice to prospective Proposers. Issue Date: Thursday, February 8, 2024 Deadline for Questions: Monday, February 26, 2024, 4,00 P.M. Proposal Due Date: Wednesday, March 13, 2024, 4:00 P.M. City Council 23 — 51 7/16/2024 CITY OF SANTA ANA TABLE OF CONTENTS I. BACKGROUND...........................................................................................................................3 II. OVERVIEW OF PROJECT.......................................................................................................... 3 III. SCOPE OF SERVICES...............................................................................................................3 IV. TERM OF AGREEMENT............................................................................................................4 V. MINIMUM QUALIFICATIONS......................................................................................................4 VI. RESPONSE TO RFP.................................................................................................................. 4 VII. CERTIFICATIONS (ATTACHMENTS).........................................................................................8 VIII. REFERENCES............................................................................................................................8 IX. MINIMUM SCOPE AND LIMIT OF INSURANCE.........................................................................9 X. SELECTION PROCEDURES & CRITERIA............................................................................... 11 XI. WITHDRAWALS........................................................................................................................12 XII. GENERAL TERMS AND CONDITIONS.................................................................................... 12 XIII. AWARD OF AGREEMENT........................................................................................................ 17 XIV. IMPLEMENTATION................................................................................................................... 17 EXHIBITS Exhibits provided herein for Proposers' reference only. EXHIBIT I — SCOPE OF SERVICES EXHIBIT II — SAMPLE AGREEMENT ATTACHMENTS A SERVICE CATEGORY IDENTIFICATION TABLE B PROPOSER'S CERTIFICATION & PROPOSAL ITEM PRICING C REFERENCES D PROPOSER'S STATEMENT E NON -COLLUSION AFFIDAVIT F NON -LOBBYING CERTIFICATION G NON-DISCRIMINATION CERTIFICATION City Council 23 — 52 7/16/2024 CITY OF SANTA ANA BACKGROUND Incorporated in 1886, Santa Ana, a Charter City, established a Council -Manager form of government in 1952. The City Council is composed of seven members; the Mayor elected at large and six Council members elected by ward, who appoint the City Manager, City Attorney and Clerk of the Council. The City of Santa Ana (City) is a full -service City with a diverse population of approximately 335,000. The City's eleven agencies provide all the traditional municipal services, as well as water utility, library system, 20-acre zoo, City Jail, Police Department, and contracts with the Orange County Fire Authority for provision of fire services. The City employs 1,178 authorized full-time positions and has an annual citywide budget is $646 million, including the General Fund budget of $316 million. The City of Santa Ana is located 10 miles inland from the Pacific Ocean, 33 miles southeast of Los Angeles and 90 miles north of San Diego. The City, which is the county seat of Orange County, encompasses an area of approximately 27 square miles and is the 11th largest by population in California. II. OVERVIEW OF PROJECT The City is seeking proposals from qualified firms and organizations (Proposers) to provide audit, revenue recovery, analysis, forecasting, and reporting services for the following tax revenues: OPTIONS: A. Sales & Use Tax (Bradley -Burns allocation) and Transactions & Use Tax (Santa Ana Measure X) B. Property Tax, Property Tax In -Lieu of Vehicle License Fees, Residual Allocations from the Redevelopment Property Tax Transfer Fund, and Documentary Stamp Tax C. Non -Regulatory Business License Tax D. Business License Tax for Cannabis Business E. Hotel Visitors Tax (more commonly known as Transient Occupancy Tax) F. Utility Users Tax for Electric, Gas & Telecommunications Services Additionally, the City is seeking proposals from from qualified Proposers to provide and present data for the following option: G. Statistical Report Package for the Annual Comprehensive Financial Report The City may award agreements to one or more Proposers, however, it desires to contract with a minimum number of firms if possible, for a total of seven options provided as outlined throughout EXHIBIT I — Scope of Services. Proposers may submit a proposal for any or all of the seven Options listed above (A-G). If a Proposer is qualified and capable of proposing for multiple options, they are encouraged to do so. The term "Vendor", "Proposer", "Firm", "Consultant", and "Contractor" shall refer to any legal entity or entities submitting a proposal in response to this Request for Proposals (RFP). III. SCOPE OF SERVICES SEE EXHIBIT I — SCOPE OF SERVICES City Pib(aPPIA 9il RFP No. 24200753 7/1 PQQ:Af 38 CITY OF SANTA ANA Usage is not guaranteed. Execution of an agreement between the City and successful firm(s) and/or individual(s) does not guarantee work throughout the duration of the contract period. Numerous factors will be evaluated by the City in its delivery of project and assignments, including technical expertise required. IV. TERM OF AGREEMENT The anticipated term of the agreement is for an initial period of three (3) years. The City may, at its discretion, extend the agreement with the same or more limited scope of required services for two (2) additional one (1) year periods, 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. V. MINIMUM QUALIFICATIONS Proposers must have a minimum of seven (7) years' experience providing similar services to other government agencies; Proposers must have provided similar services for a minimum of three (3) years to at least two (2) government agencies with tax revenues exceeding $150 million; and Proposers must not have had any disciplinary action taken or pending against them during the past five (5) years with state regulators, government agencies, or professional organizations. VI. RESPONSE TO RFP A. SUBMITTAL INSTRUCTIONS It is the responsibility of the Proposer to ensure that any proposals submitted have been uploaded to PlanetBids prior to the RFP due date and time. Proposals, including all required sections and forms, shall be submitted electronically via the City's Bid Management System, PlanetBids. No other form of submittal will be accepted. PlanetBids will not accept late proposals and no exceptions shall be made. Proposers will receive an e-bid confirmation number with a time stamp from PlanetBids indicating that their proposal was submitted successfully. The City will only receive and consider those proposals that were transmitted successfully. Submit proposal online at: http://www.planetbids.com/portal/portal.cfm?Companyl D=20137. Proposer shall be solely responsible for informing itself with respect to the proper utilization of the bid management system, for ensuring the capability of their computer system to upload the required documents, and for the stability of their internet service. Failure of the Proposer to successfully submit an electronic proposal shall be at the Proposer's sole risk and no relief will be given for late and/or improperly submitted proposals. Proposers experiencing any technical difficulties with the bid submission process may contact PlanetBids at (818) 992- 1771. Questions of an operational nature may be directed to the City's assigned Buyer. Neither the City, nor PlanetBids, makes any guarantee as to the timely availability of assistance, or assurance that any given problem will be resolved by the bid submission deadline. Proposals shall NOT be sent via telegraphic, electronic, or facsimile means. City Pib(aPPIA 9il RFP No. 2420(r 54 7/1 PQQ:Kf 38 CITY OF SANTA ANA All notifications, updates and addenda will be posted online on PlanetBids at https://www.planetbids.com/portal/portal.cfm?CompanylD=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 proposal. B. COMMUNICATION / CONTACT WITH CITY STAFF Unless otherwise authorized herein, Proposers who are considering submitting a proposal in response to this RFP, or who submit a proposal in response to this RFP, are only to communicate with the assigned Project Coordinator(s), and no other City staff about this RFP from the date this RFP is issued until a contract is awarded. The City will provide all official communication concerning this RFP in writing via the City's Bid Management System, PlanetBids. The City will not be responsible for or bound by any oral communication or any other information or contact that occurs outside the official communication process specified herein, unless confirmed in writing by the designated Project Manager(s). C. REQUEST FOR INFORMATION OR CLARIFICATION / QUESTIONS Questions regarding this RFP shall be submitted via PlanetBids. Responses to all questions will be posted on PlanetBids no later than the date and time shown at the schedule of key RFP dates on the cover page of this RFP. All prospective Proposers are advised to visit PlanetBids on a regular basis as responses may be posted earlier than the date above (if applicable). No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP. Significant interpretations or clarifications and responses to questions received by the deadline will be addressed via addenda to this RFP, which will be released and posted on PlanetBids under the "Addenda/Emails" tab. General process questions may be directed to the following: Jacques Lam Buyer Email: JLam@santa-ana.org D. EXCEPTIONS Requests submitted for City's consideration of proposed terms and conditions, including modifications to the City's RFP and/or Contract terms and conditions must be submitted by the deadline for questions. Such requests should include an attachment in Word or PDF format on formal company letterhead that shows the requested modifications. Should the Proposer be considered for award recommendation and progress into the negotiations phase, the requests for exceptions or modifications to the City's terms and conditions will be discussed at that time. The City will not accept any requests after the deadline for questions and reserves the right to reject or strike any requests for exceptions or additional terms and conditions related to Agreement, RFP, and insurance and indemnification terms and conditions. E. 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 City's PlanetBids system, https://www.planetbids.com/portal/portal.cfm?CompanylD=20137. city Pib(aPPIArIgil RFP No. 242007 55 7/1 PQQ%-0bf 38 CITY OF SANTA ANA Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. F. UNDERSTANDING PROPOSAL It is the responsibility of each Proposer to inquire about any criteria, condition, term, provision, or requirement of the RFP that the Proposer does not understand. Responses to inquiries, if they significantly change or clarify the RFP requirements or any aspect of the procurement process, will be forwarded by addenda to all Proposers. The City will not be bound by any oral responses to inquiries. By submitting proposals, Proposers assert that they have fully read the RFP and any addenda issued by the City, the proposed Contract and any other Contract Documents, and affirm that the terms and conditions stated therein are fully understood and are acceptable to the Proposer. Each Proposer accepts the terms and conditions of the Contract Documents and indicates their ability and willingness to perform the requested services under such terms and conditions. Any exceptions to the terms and conditions set forth in the Contract Document shall be submitted to the City by the deadline to submit requests for information or clarification/questions set forth herein. G. PROPOSAL CONTENTS Proposals are to be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this RFP. Colored displays, promotional materials, photographs etc., are not necessary or desired. Emphasis should be concentrated on conformance to RFP instructions, responsiveness to the RFP requirements, and on completeness and clarity of content. Digital dividers and clear organization of content and material are encouraged. 1. Statement of Qualifications (SOQ) SOQ must include a Table of Contents. Additionally, SOQ must include the following: a. Cover Letter Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. Include type of business entity. Cover Letter shall not exceed one page. Cover letter must be addressed to the following City Project Manager: Alejandra Gutierrez, City Project Manager City of Santa Ana — Finance & Management Services Agency 20 Civic Center Plaza, First Floor Ross Annex (M-15) Santa Ana, CA 92702-1964 b. Services Provided A description of proposed services to be provided and how they meet the needs of the City as described in Section III — Scope of Services (Above). Proposals should include detailed service descriptions to accomplish the minimum Audit, Analysis, Forecasting, and Reporting requirements listed in EXHIBIT I — Scope of Services. c. Agreement Statement Proposal shall include a statement outlining your concurrence or concerns with any and all provisions as contained in EXHIBIT II — Sample Agreement of this RFP (if any). City Pib(aPPIArIgil RFP No. 24200756 7/1 PQQ%-'Df 38 CITY OF SANTA ANA d. Firm and Team Experience Proposal shall include a profile of the firm's experience including the following: i. A general description of the firm, including size and number of employees working directly with the City on this agreement. ii. Firm's nearest address serving the City of Santa Ana and headquarters address. iii. Name and contact information of the supervising Project Manager/Principal Agent, to be assigned to the agreement. 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 to an interview. iv. Resumes for all key staff proposed describing relevant experience. V. Measurements on how close the firm's historical forecasts and revenue estimates have been to actual results. e. Proposed Work Plan Proposal shall include a statement demonstrating the firm's understanding of the Scope of Services. Additionally, proposed work plan shall include Proposers': i. Anticipated approach to performing services as specified herein; ii. Suggestions or special concerns the evaluation committee should take into consideration (if any); iii. Description of deliverables and implementation plan. Proposer shall submit a general description of the deliverables, implementation plan, and timeline. f. References: Attachment B — References shall be submitted for similar projects performed for state and/or similar government clients. 2. Cost Proposal All Proposers are required to submit ATTACHMENT B — Proposer's Certification & Proposal Item Pricing to ensure fees proposed can be compared and evaluated. The City desires to contract for seven Options as outlined throughout EXHIBIT I — Scope of Services. City reserves the right to negotiate compensation and/or payment schedule prior to award of any resulting agreement. The City shall not provide reimbursement for travel -related expenses, mileage, parking, lodging, meals, incidental fees, insurance, freight/shipping and handling/delivery, and any other business expenses, supplies and materials related to providing services as specified herein. Additional costs will not be considered and will not be reimbursed by the City, therefore, such costs must be absorbed in Proposer's cost proposal fee structure. Any language related to travel reimbursement shall be stricken from the document by the City and if not stricken, shall be deemed invalid. If providing hourly rate sheets, Proposer shall not include rate ranges or averages. City Pib(aPPIArIgil RFP No. 24200757 7/1 PQQ-tf 38 CITY OF SANTA ANA Proposals shall be valid for a minimum of one hundred eighty (180) days following Proposal deadline. The cost for developing the Proposal is the sole responsibility of the Proposer. All Proposals submitted become property of the City. As part of the Audit process, Contractors may be called upon to provide testimony or provide documentation during Administrative Hearings. Rates for participation in the Administrative Hearings must also be included as part of the cost proposal. VII. CERTIFICATIONS (ATTACHMENTS) In addition to the SOQ, Narrative/Technical Proposal, and Cost Proposal, the following forms, included in this RFP, shall be signed and included as part of the proposal submittal package: • Attachment A: Service Category Idenfication Table • Attachment B: Proposer's Certification and Proposal Item Pricing • Attachment C: References • Attachment D: Proposer's Statement • Attachment E: Non -Collusion Affidavit • Attachment F: Non -Lobbying Certification • Attachment G: Non -Discrimination Certification The proposal must be completely responsive to the RFP. Incomplete proposals will be deemed as nonresponsive and will be rejected. The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any commitment will be awarded pursuant to this RFP or otherwise. PLEASE NOTE: • All forms above must be signed by a representative of the Firm that is legally authorized to contractually bind the Proposer. • City will not waive notarization requirement when applicable on any of the required attachments. VIII. REFERENCES Contractor shall provide three (3) references from other similar public agencies for which services similar to those specified in this RFP have been performed, including contact names and telephone numbers. Use ATTACHMENT B — References. The respondent grants permission for the City to contact any individuals listed as references. City may disqualify a Proposer if: • References fail to substantiate Proposer's description of services and deliverables provided; or • References fail to support that Proposer has a continuing pattern of providing capable, productive, and skilled personnel, or • City is unable to reach the point of contact with reasonable effort. It is the Proposer's responsibility to inform the point of contact(s) of normal City working hours. City Pib(aPPIA 9il RFP No. 24200758 7/1 PQP�f 38 K.1 CITY OF SANTA ANA MINIMUM SCOPE AND LIMIT OF INSURANCE The selected Proposer shall provide the required evidence of insurance coverage as set forth in the standard agreement within ten (10) business days after receipt of Notice of Intent to Award. Consultant must maintain, for the duration of its contract, the following insurance coverages as required by the City: • 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 and $2,000,000 aggregate. • 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 combined single limit of $1,000,000. • 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, policy, employee for bodily injury or disease. • Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $4,000,000 aggregate. Insurance requirements above can be met with primary and umbrella/excess insurance policies. If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status City, its City Council, officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL and Automobile Liability policy(ies) with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. Primary Coverage For any claims related to this contract, the selected Proposer's insurance coverage shall be primary coverage as respects City, its City Council, officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by City, its City Council, officers, officials, employees, agents, or volunteers shall not contribute with it. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. city Pib(aPPIArIgil RFP No. 24,0(r 59 7/1 PQQ2Af 38 CITY OF SANTA ANA Waiver of Subrogation Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the Entity by virtue of the payment of any loss under the CGL, Automobile Liability, Worker's Compensation and/or Professional Liability insurance policies. 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 City has received a waiver of subrogation endorsement from any insurer(s). Severability A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. Certificate Holder Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701. Self -Insured Retentions Self -insured retentions must be declared to and approved by City. City may require 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. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to 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 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, Consultant must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Verification of Coverage Consultant shall furnish 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 policies listing all policy endorsements to Entity 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. 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. City Pib(aPPIArIgil RFP No. 24200760 7/�96;Oi2Af 38 /K4 CITY OF SANTA ANA SELECTION PROCEDURES & CRITERIA A. The City will establish a proposal review committee. The review committee will evaluate proposals based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth below. B. Proposers will be ranked by the review committee based on the following criteria: CATEGORY POINTS Responsiveness to RFP • Proposal's compliance with the requirements of this RFP. • Scope of Services offered including ability to provide optional services. 25 • The value to any new and/or innovative product or service suggestions or other new ideas and enhancements. Experience of Firm and Personnel • The experience, resources, and qualifications of the firm and individuals assigned to this account, including manager, supervisor and assigned 50 staff. Proposed Pricing 15 References • References that are similar in size and project scope to the City. 10 TOTAL POSSIBLE SCORE 100 C. A final score will be calculated for each submitted proposal and used to rank Proposers. Based upon the foregoing criteria, all proposals shall be ranked by score. Only those proposals receiving a score above 70 will be considered for award. The City reserves the right to award the contract to any proposer(s) with a score above 70. The review committee will evaluate proposers based on their response to the RFP and the City evaluation criteria set forth above. D. The City is under no obligation to accept any proposal and reserves the right to negotiate with respondents as to fees and terms. The City may reject proposals at its sole discretion. If proposal fails to satisfy any requirements outlined in this RFP, it may be considered non- responsive and may be rejected. The City shall not be obligated to accept the lowest priced proposals, but will make awards in the best interests of the City after all factors have been evaluated. The review committee will recommend the qualified Proposers to the City Council or City Manager for award of contract, as appropriate. E. The review committee may invite the proposers to interview. The City reserves the right to seek additional information from any or all Proposers invited to present proposals. A final score will be calculated for each submitted proposal and used to rank Proposers. City reserves the right to begin negotiations and enter into a contract without holding interviews, or further discussions. City Pib(aPPIArIgil RFP No. 24,00761 7/�96;(DAIbf 38 /K/ M 11 CITY OF SANTA ANA WITHDRAWALS Proposers are responsible for verifying all prices and information before submitting a proposal. Prior to the proposal due date, the Proposer or Proposer's representative may withdraw the proposal by providing written notice of the proposal withdrawal to the City Contact/Project Manager. Verbal or telephonic withdrawals are not permissible. GENERAL TERMS AND CONDITIONS A. AMERICANS WITH DISABILITIES ACT The awarded Contractor hereby certifies that it will comply, as applicable, with the Americans with Disabilities Act of 1990 ("ADA"), 42 USC §§ 12101 et seq., and its implementing regulations, including Subtitle A, Title II of the ADA. Contractor will not discriminate against persons with disabilities nor against persons due to their relationship to or association with a person with a disability. Any contract entered into by the awarded Contractor (or any subcontract thereof), relating to this RFP, shall be subject to the provisions of this paragraph. B. CITY BUSINESS LICENSE The selected proposer shall be required to obtain a City of Santa Ana Business license within thirty (30) days of selection and must provide a copy to the City projects manager or designee prior to commencing any work in Santa Ana. C. CITY RIGHT TO REJECT The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any agreement 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. D. CONFLICT OF INTEREST Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the City. This obligation shall apply to the Contractor; the Contractor's employees, agents, and Subcontractors associated with accomplishing work and services hereunder. The Contractor's efforts shall include, but not be limited to, establishing precautions to prevent its employees, agents, and Subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence City staff or elected officers from acting in the best interests of the City. Each Proposer must disclose any existing or potential conflict of interest relative to the performance of the contractual services resulting from this RFP. Any such relationship that might be perceived or represented as a conflict should be disclosed. The City reserves the right to disqualify any Proposer on the grounds of actual or apparent conflict of interest. No person, firm, or subsidiary thereof who has been awarded this Contract may be awarded a Contract for the provision of services, the delivery of supplies, or the provision of any other related action which is required, suggested, or otherwise deemed appropriate as an end product of this Contract. Therefore, Contractor is precluded from contracting for any work recommended as a result of this Contract. city Pib(aPPIArIgil RFP No. 24,00762 7/�96;Oi2Af 38 CITY OF SANTA ANA E. CONTRACTOR'S EXPENSE Pre -Contractual Expenses: The City is not liable for any costs incurred by Proposers prior to entering into a formal contract. Costs of developing a response to this RFP, are entirely the responsibility of the Proposer, and shall not be reimbursed in any manner by the City. Pre - contractual expenses are not to be included in the cost proposal. Pre -contractual expenses include, but are not limited to, preparation of the proposal, submission of the proposal and additional information, attendance at pre -proposal conference, negotiating any matter related to this RFP with City, and/or any other expenses incurred by the Proposer prior to the date of award and execution, if any, of the contract. Other Expenses: The Contractor will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on City sites during the performance of work and services under this Contract. F. CONTRACTOR'S PROJECT MANAGER/KEY PERSONNEL Except as formally approved by the City, the key personnel identified in Contractor's proposal shall be the individuals who will actually complete the work. Changes in staffing must be reported in writing and approved by the City. The City shall have the right to require the removal and replacement of the Contractor's Project Manager and key personnel under the awarded contract. The City shall notify the Contractor in writing of such action. The City is not required to provide any reason, rationale, or additional factual information if it elects to request any specific key personnel be removed from performing services under the awarded contract. The City shall review and approve the appointment of the replacement for the Contractor's personnel. Said approval shall not be unreasonably withheld. Standards of Conduct: Contractor's personnel shall be courteous and maintain good working relationships with all stakeholders, state or outside agencies, other team members and staff within the City. G. COST PROPOSAL The awarded Contractor agrees to provide the purchased services at the costs, rates, and fees as set forth in their Fee Schedule in response to this RFP. No other costs, rates or fees shall be payable to the awarded Subcontractor for implementation of their proposal. H. DATA RETENTION Contractor shall be responsible for retaining data, records, and documentation for the preparation of required items. These materials shall be made available to and as requested by City. All materials, documents, data or information obtained from the City Data files or any City medium furnished to Contractor in the performance of an awarded contract will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Contractor after completion or termination of this Contract without the express written consent of the City. All materials, documents, data or information, including copies, must be returned to the City at the end of the contract. All data, documents and other products used, developed, or produced during response preparation of the RFP will become property of the City. All responses to the RFP shall become property of the City. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act. city Pib(aPPIArIgil RFP No. 24200763 7/�96;q:Af 38 CITY OF SANTA ANA I. DRUG -FREE WORKPLACE The awarded Contractor certifies compliance with Government Code Section 8355 in matters relating to providing a drug -free workplace. Failure to comply with these requirements may result in suspension of payments under the Contract or termination of the contract or both, and the Contractor may be ineligible for award of any future City contracts. EXAMINATION Proposer represents that it has thoroughly examined and become familiar with the services and responsibilities required this RFP and that it is capable of effectively and efficiently performing quality work to achieve the City's objectives. Any attachments referenced herein or any interpretations, clarifications or amendments subsequently posted in relation to this RFP are fully incorporated. Any irregularities or lack of clarity in the RFP should be brought to the designated City Contact/Project Manager's attention as soon as possible so that corrective addenda may be furnished to prospective Proposers. Proposals which appear unrealistic in the terms of technical commitments, lack of technical competence, or are indicative of failure to comprehend the complexity and risk of this contract, may be rejected. K. EXECUTION OF AGREEMENT Upon successful negotiations, the City and the selected Proposer will enter into an Agreement similar to that as shown in EXHIBIT II — Sample Agreement of this RFP. If a Proposer is unwilling or unable to execute an Agreement within thirty (30) days after being notified of selection under this RFP, the City reserves the right to disqualify them without any further obligation L. FISCAL NONFUNDING CLAUSE In the event sufficient budgeted funds are not available for a new fiscal period, the City shall retain the right to notify the provider of such occurrence in writing at least thirty (30) days before the end of the current fiscal period and terminate the contract on the last day of the current fiscal period without penalty or expense to the City. M. JOINT OFFERS/SUBCONSULTANTS Where two or more Proposers desire to submit a single proposal in response to this RFP, they should do so on a prime sub -consultant basis. The City intends to contract with a single firm, also known as the prime, and not with multiple firms doing business as a joint venture. Should the use of sub -consultants be offered, the Proposer shall provide the same assurances of competence for the sub -consultant plus the demonstrated ability to manage and supervise the subcontracted work. Sub -consultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all sub -consultants in the same manner as the Proposer. The proposer is responsible for all the actions taken by their sub -contractor. The City reserves the right to reject, replace and approve any and all Subcontractors. All Subcontractor(s) shall be identified in the response to the RFP and the City reserves the right to reject any proposed Subcontractor(s). Subcontractors shall be the responsibility of the prime Contractor and the City shall assume no liability of such Subcontractors. N. INDEPENDENT CONTRACTOR Contractor is considered an independent Contractor and neither Contractor, its employees, nor anyone working under Contractor will be considered an agent or an employee of City. City Pib(aPPIArIgil RFP No. 2420(r 64 7/�96;q:Kf 38 CITY OF SANTA ANA Neither Contractor, its employees, nor anyone working under Contractor, will qualify for workers' compensation or other fringe benefits of any kind through City. O. JOINT OFFERS/SUBCONSULTANTS Where two or more Proposers desire to submit a single Proposal in response to this RFP, they should do so on a prime sub -consultant basis. The City intends to contract with a single firm and not with multiple firms doing business as a joint venture. Should the use of sub - consultants be offered, the Proposer shall provide the same assurances of competence for the sub -consultant plus the demonstrated ability to manage and supervise the subcontracted work. Sub -consultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all sub -consultants in the same manner as the Proposer. The City reserves the right to reject, replace and approve any and all Subcontractors. All Subcontractor(s) shall be identified in the response to the RFP and the City reserves the right to reject any proposed Subcontractor(s). Subcontractors shall be the responsibility of the prime Contractor and the City shall assume no liability of such Subcontractors. P. LITIGATION STATUS Each Proposer must include in its proposal a complete disclosure of any alleged significant prior or ongoing contract failures, any civil or criminal litigation or investigation pending which involves the Proposer or in which the Proposer has been judged guilty or liable. Failure to comply with the terms of this provision will disqualify any proposal. The City reserves the right to reject any proposal based upon the Proposer's prior history with the City or with any other party, which documents, without limitation, unsatisfactory performance, adversarial or contentious demeanor, significant failure(s) to meet contract milestones or other contractual failures. Q. NEGOTIATIONS The City reserves the right to negotiate final contract terms with any Proposer selected. The contract between the parties will consist of the RFP together with any modifications thereto, and the awarded Contractor's proposal, together with any modifications and clarifications thereto that are submitted at the request of the City during the evaluation and negotiation process. In the event of any conflict or contradiction between or among these documents, the documents shall control in the following order of precedence: the final executed contract, the RFP, any modifications and clarifications to the awarded Contractor's proposal, and the awarded Contractor's proposal. Specific exceptions to this general rule may be noted in the final executed contract. Negotiations shall be confidential and not subject to disclosure to competing Contractors unless and until an agreement is reached. If contract negotiations cannot be concluded successfully, the City reserves the right to negotiate a contract with another Contractor or withdraw the RFP. R. NON -PAYMENTS Note that payments will NOT be made for any unsatisfactory work until corrected. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) working days to cure the alleged breach. S. OWNERSHIP OF DOCUMENTS The City has permanent ownership of all directly connected and derivative materials produced under this contract by the Contractor. All documents, reports and other incidental or derivative City Pib(aPPIArIgil RFP No. 24200765 7/�96;440bf 38 CITY OF SANTA ANA work or materials furnished hereunder shall become and remains the sole property of the City and may be used by the City as it may require without additional cost to the City. Contractor shall provide the City copies of documents upon its request at any time. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Contractor without the express written consent of the City. T. PARKING The City will not provide free parking and/or reimbursement for the cost of parking while providing services and conducting business with the City. U. PROFESSIONAL STANDARDS Contractor staff shall be courteous to the public and City staff utilizing facilities where Contractor is performing work, but shall be responsive only to the requests of the City's Project Manager or designee. Contractor staff shall direct all inquiries to Project Manager or designee. Contractor acknowledges that City locations consist of public -use facilities and recognizes the obligation to ensure Contractor personnel and agents maintain the highest level of professional standards in attire, decorum, and interaction with the public and City personnel. V. PROJECT MANAGER The selected Proposer will assume responsibility for all services in its proposal. The selected Proposer shall identify a sole point of contact, Project Manager, with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement. W. PROPOSAL VALIDITY Services, pricing, and warranties indicated in a Proposer's Proposal must be valid for a period of 180 days at minimum after the submission of the Proposal. X. PUBLIC AGENCIES Other public agencies, as defined by California Government Code Section 6500, may choose to use the terms of this Contract, subject to Contractor's acceptance. The City is not liable or responsible for any obligations related to a subsequent contract between Contractor and another public agency. Y. PUBLIC RECORDS Proposals will become public record after the award of a contract unless the proposal or specific parts of the proposal can be shown to be exempt by law. Each Proposer may clearly label all or part of a proposal as "CONFIDENTIAL" provided that the Proposer thereby agrees to indemnify and defend the City for honoring such a designation. The failure to so label any information that is released by the City shall constitute a complete waiver of any and all claims for damages caused by any release of the information. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act. Z. SUBCONTRACTORS Proposals in response to this RFP must identify any Subcontractors, and outline the contractual relationship between the Awarded Subcontractor and each Subcontractor. An official of each proposed Subcontractor must sign, and include as part of the proposal submitted by the Prime Contractor, a statement to the effect that the Subcontractor has read City Pib(aPPIA 9il RFP No. 2420(r 66 7/�96;04'obf 38 CITY OF SANTA ANA and will agree to abide by the awarded Contractor's obligations. Any Subcontractor proposed after award of contract must be approved by the City before commencement of work. The City will look solely to the awarded Contractor for the performance of all contractual obligations which may result from an award based on this RFP, and the awarded Contractor shall not be relieved for the non-performance of any or all Subcontractors. XIII. AWARD OF AGREEMENT Selected Contractor(s) will be notified in writing. Any award is contingent upon the successful negotiation of final contract terms. A. EXECUTION OF AGREEMENT A standard agreement is included as EXHIBIT II Sample Agreement of this RFP. "Proposer" will hereinafter be referred to as "Consultant" or "Contractor" in standard agreement. The term of the agreement will begin after the agreement is fully executed, and all required bonds, insurance documents and contents of the payment information packet have been received and approved. XIV. IMPLEMENTATION A. KICK-OFF MEETINGS The successful proposer will be required to meet with City staff prior to commencement of services or at any time as required by the City, to discuss and agree on operational issues including transition of services and scheduling. City Pib(aPPIArIgil RFP No. 242007 67 7/�96;OPIbf 38 CITY OF SANTA ANA EXHIBIT I SCOPE OF SERVICES The Consultant shall perform the following services as outlined below. A. Option A: Sales & Use Tax (Bradley -Burns) and Transactions & Use Tax (Santa Ana Measure X) 1. Identify and advise City of legislation potentially impacting City revenue, including pending legislation. Consultant may be required to coordinate with the City's contracted federal and state legislative advocacy consultants. 2. Perform economic analysis and prepare detailed quarterly reports with trend information by sector and geographical area, top 100 tax payers, comparative data, three versions of City revenue estimates (pessimistic, most -likely, and optimistic), and detailed assumptions. Schedule a quarterly meeting with City staff to present the reports. 3. Obtain detailed quarterly data from the California Department of Tax and Fee Administration (CDTFA), then review and analyze for accuracy. 4. Identify and correct reporting errors and omissions made by businesses in order to maximize the City's revenue. 5. Perform physical canvassing and evaluation of businesses generating tax for the City of Santa Ana. 6. Perform permit audits of wholesalers, contractors, manufacturers, and other non -retail businesses. 7. Validate negative finding notifications from the CDTFA. 8. Review City purchases to capture the local allocation on purchases subject to use tax. 9. Coordinate with the CDTFA to make necessary corrections including retroactive adjustments as applicable. 10. As needed, represent the City before state offices and bodies to correct tax distribution errors. 11. Provide designated City staff with user-friendly access to a detailed online database, including inquiry by business and geographical location, search and data -download capabilities, and reports. 12. When appropriate, assist with strategies and make recommendations to preserve and enhance the City's sales/transactions/use tax base. B. Option B: Property Tax (Secured and Unsecured), Property Tax In -Lieu of Vehicle License Fees (VLF), Residual Allocations from the Redevelopment Property Tax Transfer Fund (PRTTF), and Documentary Stamp Tax (Property Transfer Tax) 1. Identify and advise City of legislation potentially impacting City revenue, including pending legislation. Consultant may be required to coordinate with the City's contracted federal and state legislative advocacy consultants. 2. Prepare revenue estimates by March 15 of each year to be used during the budget process for each upcoming fiscal year beginning on July 1. Include assumptions. 3. Update revenue estimates after the County of Orange (County) finalizes assessed values for each fiscal year. 4. Reconcile the County's assessed valuation reports to assessment rolls and identify discrepancies. 5. Review assessed valuation data to identify inconsistencies and investigate. 6. Prepare a detailed annual report including assessed value summaries and reconciliation, detailed information for significant changes to assessed value, top taxpayers, property -tax -dollar City Pib(aPPIA Igil RFP No. 24200768 7/�96;012Af 38 ,'mom ! _! CITY OF SANTA ANA breakdown, summary information by Tax Rate Area, information for parcel changes and transfer of ownership, comparative information by fiscal year, comparative information with other cities, and Proposition 8 recapture. 7. Schedule meetings with City staff to present estimates and the annual detailed report. 8. Represent the City for purpose of examining records to identify errors and omissions to support maximizing City revenue. 9. Use City Planning and Building data to identify non-residential parcels with new construction. 10. Provide reports for the City's preparation of appropriation limit calculations for the state. 11. Prepare requests for corrective action and provide other assistance to recover and prevent tax delinquencies, as applicable. 12. Respond to City staff requests for data to be used for developer agreements. 13. Provide designated City staff with user-friendly access to a detailed online database, including inquiry by parcel (situs address and APN), geographical location, search and data -download capabilities, parcel owner contact information, and reports. C. Option C: Non -Regulatory Business License Tax (BLT) — Non -Cannabis Business 1. Identify and advise City of legislation potentially impacting City revenue, including pending legislation. 2. Prepare biannual revenue estimates and include assumptions. Represent the City for the purpose of obtaining information from businesses to assist with preparation of revenue estimates. Schedule biannual meetings with staff to review the estimates and assumptions. 3. Provide business audit services in accordance with the City's municipal code (Chapter 21), based on an plan and schedule mutually agreed upon by the City and Consultant. Identify the range of cost per audit based on a minimum of 1 audit per year. Represent the City for the purpose of examining records related to the applicable tax revenue. Schedule meetings with staff as needed. 4. Prepare documents to facilitate recovery of revenue and applicable penalties and interest, including requests for corrective action. This includes the identification, auditing, and discovering procedures to detect and recover unreported and/or underreported business license taxes (i.e., cross-referencing information with Sales Tax data to ensure licensing compliance). 5. Provide comparative information with other cities having a non -regulatory BLT. 6. When appropriate, provide recommended changes in business license policies/procedures to improve business license tax collection. D. Option D: Business License Tax (BLT) — Cannabis Business 1. Identify and advise City of legislation potentially impacting City revenue, including pending legislation. 2. Prepare biannual revenue estimates and include assumptions. Represent the City for the purpose of obtaining information from cannabis businesses to assist with preparation of revenue estimates. Schedule biannual meetings with staff to review the estimates and assumptions. 3. Provide Cannabis BLT audit services in accordance with the City's municipal code (Chapter 21, Articles XII and XIII), based on a mutually agreed upon plan and schedule. Identify the range of cost per audit based on a minimum of three (3) audits per year. Represent the City for the purpose of examining records related to the applicable tax revenue. Schedule meetings with staff as needed. a. The desired services to be performed for legally operated cannabis facilities in the City include, but are not limited to: i. On -site cannabis business license tax audits to ensure operations of the cannabis business are in tax compliance with the City's municipal code (Chapter 21, Articles XII and XIII and Sec. 40-106. - Audits—Cooperatives/collectives.). City Pib(aPPIArIgil RFP No. 24200769 7/�WORAf 38 ! _! CITY OF SANTA ANA ii. Evaluate consistency between gross receipts and other information reported on financial statements to what was reported to the CDTFA for sales and use tax, cannabis excise tax, and/or cultivation tax. In addition, evaluate consistency between gross receipts reported on financial statements to gross receipts reported to the City. iii. The auditor shall have access to examine any of the following records or books, whenever necessary, to ascertain the amount of any tax due, as required by the City's municipal code. 4. Any point of sale (POS) inventory control and reporting system that can produce historical transaction data for review by the City. 5. Legible, clear, adequate, and accurate books, records, and documentation maintained on the premises for a minimum of five (5) years, that detail all the revenues and expenses, and assets and liabilities of the business. 6. A complete set of books of account, invoices, copies of orders and sales, bills, bank statements (including cancelled checks and deposit slips), and all other records necessary to fully show transaction history. 7. Provide any additional assistance as necessary to support the City in recovering and preventing tax deficiencies and delinquencies. 8. Prepare documents to facilitate recovery of revenue and applicable penalties and interest, including requests for corrective action. 9. Provide comparative information with other cities having a local Cannabis tax. E. Option E: Hotel Visitors Tax (HVT, more commonly known as Transient Occupancy Tax) 1. Identify and advise City of legislation potentially impacting City revenue, including pending legislation. 2. Prepare biannual revenue estimates and include assumptions. Represent the City for the purpose of obtaining information from hotels to assist with preparation of revenue estimates. Schedule biannual meetings with staff to review the estimates and assumptions. 3. Provide HVT audit services in accordance with the City's municipal code (Chapter 35, Article V), based on a mutually agreed upon plan and schedule. Identify the range of cost per audit based on a minimum of 2 audits per year. Represent the City for the purpose of examining records related to the applicable tax revenue. Schedule meetings with staff as needed. 4. Prepare documents to facilitate recovery of revenue and applicable penalties and interest, including requests for corrective action. 5. Provide comparative information with other cities having a TOT. F. Option F: Utility Users Tax (UUT) for Electric, Gas & Telecommunications Services 1. Identify and advise City of legislation potentially impacting City revenue, including pending legilsation. 2. Prepare biannual revenue estimates and include assumptions. Represent the City for the purpose of obtaining information from utility providers to assist with preparation of revenue estimates. Schedule biannual meetings with staff to review the estimates and assumptions. 3. Provide UUT audit services in accordance with the City's municipal code (Chapter 35, Article VI), based on an agreed -to plan and schedule. Identify the range of cost per audit based on a minimum of 1 audit per year. The audits will include corresponding franchise fees as applicable. Represent the City for the purpose of examining records related to the applicable tax and fee revenue. Schedule meetings with staff as needed. 4. Prepare documents to facilitate recovery of revenue and applicable penalties and interest, including requests for corrective action. City Pib(aPPIA 9il RFP No. 24200770 7/�96;Q,2�`bf 38 ,'mom ! _! CITY OF SANTA ANA 5. Provide comparative information with other cities having a UUT. G. Option G: Statistical Reporting Package for Annual Comprehensive Financial Report 1. Prepare select tables for the statistical section of the City's annual comprehensive financial report by October 15 of each year. The City will prepare tables comprised exclusively of internal information. The consultant will prepare all remaining tables. The City's most recent annual report can be found at: https://www.santa-ana.org/financial-reports/. City Pib(aPPIA 9il RFP No. 2420(r 71 7/�96;Nlbf 38 CITY OF SANTA ANA 1*01011:31111r11 SAMPLE AGREEMENT CONSULTANT AGREEMENT CITY OF SANTA ANA 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: 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 $xxxxxx. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for an initial period of five (5) years. The City may, at its discretion, extend the agreement with the same or more limited scope of required services for three (3) additional periods of two (2) years, one (1) year, and a final optional extension for a one (1) 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 nine (9) years. The Agreement may be 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; City Pib(aPPIA990 RFP No. 24200- 72 7/�WORAf 38 (9) CITY OF SANTA ANA 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 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. 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 and $2,000,000 aggregate. 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 combined limit of $1,000,000. 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, policy, employee for bodily injury or disease. 4. Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $4,000,000 aggregate. Insurance requirements above can be met with primary and umbrella/excess insurance policies. If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status City, its City Council, officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL and Automobile Liability policy(ies) with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. City gfibaptpi gil RFP No. 2400773 7/�96;0,iAf 38 (9) CITY OF SANTA ANA Primary Coverage For any claims related to this contract, the selected Proposer's insurance coverage shall be primary coverage as respects City, its City Council, officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by City, its City Council, officers, officials, employees, agents, or volunteers shall not contribute with it. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. Waiver of Subrogation Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under the CGL, Automobile Liability, Worker's Compensation and/or Professional Liability insurance policies. 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 City has received a waiver of subrogation endorsement from any insurer(s). Severability A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. Certificate Holder Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701. Self -Insured Retentions Self -insured retentions must be declared to and approved by City. City may require 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. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to 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 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, Consultant must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Verification of Coverage Consultant shall furnish 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 policies listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City gfibaptpi gil RFP No. 24,'00- 74 7/�96;q;Kf 38 (9) CITY OF SANTA ANA 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. 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 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. City gfibaptpi gil RFP No. 2400775 7/�96;02%_Obf 38 (9) CITY OF SANTA ANA 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, 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: 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. 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 City gfibaptpi gil RFP No. 2400776 7/�96;02%Af 38 CITY OF SANTA ANA 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: 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: Finance & Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-15) P.O. Box 1981 Santa Ana, California 92702 ATTN: Alejandra Gutierrez Fax: 714-647-5497 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 City Pib(aPPIA99il RFP No. 24,00- 77 7/�96;f 38 CITY OF SANTA ANA 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 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. 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. 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 Assistant City Attorney RECOMMENDED FOR APPROVAL: Kathryn Downs, CPA Executive Director, Finance & Management Services Finance & Management Services Agency CITY OF SANTA ANA Tom Hatch Interim City Manager CONSULTANT: (name) (title) SAMPLE ONLY City Pib(aPPIA 90 RFP No. 24200778 7/�96;G,2�Af 38 CITY OF SANTA ANA ATTACHMENT A SERVICE CATEGORY IDENTIFICATION TABLE Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals (RFP). I have examined the Scope of Services (Exhibit 1) and am qualified to provide services being requested as specified herein. 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 RFP. Please use check marks to indicate the service area(s) for which Respondent wishes to be considered and rank order of preference in numerical order. Please include this attachment with your RFP submission. Rank Order of No. Category Description Preference 1,2,3, etc. 1 Option A: Sales & Use Tax (Bradley -Burns) and Transactions & Use Tax (Santa Ana Measure X) 2 Option B: Property Tax (Secured and Unsecured), Property Tax In -Lieu of Vehicle License Fees (VLF), Residual Allocations from the Redevelopment Property Tax Transfer Fund PRTTF , and Documentary Stamp Tax (Property Transfer Tax 3 Option C: Non -Regulatory Business License Tax (BLT) — Non -Cannabis Business 4 Option D: Business License Tax (BLT) — Cannabis Business 5 Option E: Hotel Visitors Tax (HVT, more commonly known as Transient Occupancy Tax 6 Option F: Utility Users Tax (UUT) for Electric, Gas & Telecommunications Services 7 Option G: Statistical Reporting Package for Annual Comprehensive Financial Report To be considered responsive, at least one service category must be identified. PROPOSER'S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Proposals. Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions. LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS BUSINESS ADDRESS PRINTED NAME OF AUTHORIZED AGENT TITLE SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IF APPLICABLE) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Pib(aPPIA99il RFP No. 24200779 7/�WQRAf 38 CITY OF SANTA ANA ATTACHMENT B PROPOSER'S CERTIFICATION & PROPOSAL PRICING Proposers must submit the following Proposal Pricing Tables as part of their submittal to be considered complete. The table must not show ranges or averages in the pricing. Each Option and all corresponding Parts must be filled in for each Option the Proposer wishes to bid upon. For any Option not bid upon, simply mark the N/A box and leave that section empty. OPTION A: Sales & Use Tax (Bradley -Burns) and Transactions & UseTax ❑ N/A (Santa Ana Measure X) Part A (Lump Sum) Economic and Legislative Analysis with Quarterly $ Reports and Virtual Presentations to City Staff Physical canvassing and evaluations for a Business With: Part B (Cost Per Audit)* Annual Receipts less than $1 Million $ $ Annual Receipts between $1 and $5 Million $ Annual Receipts between $5 and $10 Million $ Annueal Receipts greater than $10 Million Part C(Hourly) Other Related Additional Services $ /hr *Note: No Minimum Audits per Year ❑ N/A Part A (Lump Sum) Economic and Legislative Analysis with Biannual $ Reports and Virtual Presentations to City Staff Part B (Hourly) Other Related Additional Services $ /hr OPTION C: Non -Regulatory Business License Tax (BLT) — Non - Cannabis Business Part A (Lump Sum) Economic and Legislative Analysis with Biannual $ Reports and Virtual Presentations to City Staff Physical canvassing and evaluations for a Business With: Annual Receipts less than $1 Million $ Part B (Cost Per Audit)* Annual Receipts between $1 and $5 Million $ $ Annual Receipts between $5 and $10 Million $ Annueal Receipts greater than $10 Million Part C(Hourly) Other Related Additional Services $ /hr *Note: Minimum One (1) Audit per Year THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. city Pib(aPPIArIgil RFP No. 24200780 7/�96;G_,�`bf 38 CITY OF SANTA ANA ATTACHMENT B (Continued) PROPOSER'S CERTIFICATION & PROPOSAL PRICING OPTION D: Business License Tax (BLT) — Cannabis Business❑ N/A Part A (Lump Sum) Economic and Legislative Analysis with Biannual $ Reports and Virtual Presentations to City Staff Physical canvassing and evaluations for a Business With: Part B (Cost Per Audit)* Annual Receipts less than $1 Million $ $ Annual Receipts between $1 and $5 Million $ Annual Receipts between $5 and $10 Million $ Annueal Receipts greater than $10 Million Part C(Hourly) Other Related Additional Services $ /hr *Note: Minimum Three (3) Audits per Year E: Hotel Visitors Tax (HVT, more commonly known as OccupancyOPTION Transient Part A (Lump Sum) Economic and Legislative Analysis with Biannual $ Reports and Virtual Presentations to City Staff Physical canvassing and evaluations for a Business With: Annual Receipts less than $1 Million $ Part B (Cost Per Audit)* Annual Receipts between $1 and $5 Million $ $ Annual Receipts between $5 and $10 Million $ Annueal Receipts greater than $10 Million Part C(Hourly) Other Related Additional Services $ /hr *Note: Minimum Two (2) Audits per Year *Note: Minimum One (1) Audit per Year G: Statistical Reporting Package for Annual Comprehensive ReportOPTION Financial Part A (Lump Sum) Data Analysis and Table Preparation $ Part B(Hourly) Other Related Additional Services $ /hr THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Pib(aPPIArIgil RFP No. 2420(r 81 7/�96;G-Mbf 38 CITY OF SANTA ANA ATTACHMENT B (Continued) PROPOSER'S CERTIFICATION & PROPOSAL PRICING Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit 1) and am qualified to provide services being requested as specified herein. 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'S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Proposals. Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions. LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS BUSINESS ADDRESS PRINTED NAME OF AUTHORIZED AGENT TITLE SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IFAPPLICABLE) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Pib(aPPIArIgil RFP No. 2420(r 82 7/�96;G-,�Af 38 CITY OF SANTA ANA ATTACHMENT C 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: Contact Individual: Address: Phone Number EMAIL: Contract Amount: Year: Description of supplies, equipment, or services provided: REFERENCE Customer Name: Address: Contact Individual: Phone Number: . EMAIL: Contract Amount: Year: Description of supplies, equipment, or services provided: REFERENCE Customer Name: Address: Contact Individual: Phone Number: . EMAIL: Contract Amount: Year: Description of supplies, equipment, or services provided: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Pib(aPPIArIgil RFP No. 24200783 7/�96;q;Af 38 CITY OF SANTA ANA ATTACHMENT D PROPOSER'S STATEMENT Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City 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 Executive Director or his 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 proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City's legal holidays), or the funds, check, draft, or proposer's bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance certificates are to be incorporated by reference into this agreement and are made specifically as part of this RFP. Firm Signed and Printed Name: Title Date THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Pib(aPPIA 9il RFP No. 2420(r 84 7/�96;q;Kf 38 CITY OF SANTA ANA ATTACHMENT E NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, 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 proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal 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 proposal. 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. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of , 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 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Pib(aPPIA99il RFP No. 242007 85 7/�96;q;40bf 38 CITY OF SANTA ANA ATTACHMENT F 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. Signed: Title: Firm: Date: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Pib(aPPIA Igil RFP No. 242007 86 7/�96;G_Wbf 38 CITY OF SANTA ANA ATTACHMENT G 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. 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. 2. 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 City Pib(aPPIA Igil RFP No. 24200787 7/�96;f 38 CITY OF SANTA ANA ATTACHMENT G (Continued) NON-DISCRIMINATION CERTIFICATION 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: Firm: Date: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Pib(aPPIA Igil RFP No. 242007 88 7/�96;G-,�Af 38 Human Resources Department www.santa-ana.org/human-resources Item # 24 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 16, 2024 TOPIC: City's Basic Classification and Compensation Plan AGENDA TITLE Resolution to Effect Certain Changes to the City's Basic Classification and Compensation Plan RECOMMENDED ACTION Adopt a resolution to effect certain changes to the City's basic classification and compensation plan. RESOLUTION NO. 2024-XXXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO EFFECT CERTAIN CHANGES TO THE CITY'S CLASSIFICATION AND COMPENSATION PLAN GOVERNMENT CODE §84308 APPLIES: No DISCUSSION The FY 2024-25 budget document included detailed staffing tables for each department. The following is a summary of the full-time positions in the FY 2024-25 Budget. Department City Manager 16 Changes 1 Proposed 15 City Clerk 7 7 City Attorney 22 1 23 Human Resources 32 1 31 Finance & Management Services 69 1 70 Library 38 38 Parks, Recreation, & Community Services 64 1 65 Police 660 660 Planning & Building 99 (4) 95 Public Works 316 1 317 Community Development 72 7 79 Information Technology 24 24 City Council 24-1 7/16/2024 City's Basic Classification and Compensation Plan July16, 2024 Page 2 Total 11,419 15 11,424 Each year, the Classification and Compensation Resolution is presented to City Council to: • Update job classifications to reflect current standards; • Add new job classifications as requested by departments to meet their operational needs; • Remove job classifications that are no longer in use, not filled by employees, and not budgeted; and • Establish the FY 2024-25 Salary Schedule to reflect wage increase set forth in the Memorandums of Understanding (MOUs) negotiated with the employee bargaining groups. Staff has met and conferred with labor groups, and discussed each of the job classification changes in the proposed Resolution. All affected bargaining groups were provided the changes on May 13, 2024. Specifically, management met and conferred with the Police Officers Association (POA) on June 10 and the Service Employee International Union (SEIU) on June 4, June 11, June 25, and July 2 to obtain agreement for the recommended removal of certain job classifications that are no longer in use and update job classifications. The removal of the job classifications have no impact on City employees or the budget. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The approved FY 2024-25 Budget includes enough funds for pay increases reflected in this document. EXHIBIT(S) 1. Classification and Compensation Plan Resolution Submitted By: Lori Schnaider, Executive Director of Human Resources Approved By: Alvaro Nunez, Acting City Manager City Council 24 — 2 7/16/2024 RESOLUTION NO. 2024-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO EFFECT CERTAIN CHANGES TO THE CITY'S CLASSIFICATION AND COMPENSATION PLAN 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. Section 1004 of the City Charter requires the City Manager to prepare, install, and maintain a position classification and pay plan subject to civil service rules and regulations and the approval of the City Council. B. It is the City's practice to assign job titles that reflect the duties and responsibilities of classifications and are consistent with other classifications within the City's organizational structure, as well as comparable job titles in the labor market, while maintaining internal pay equity relationships and attracting and retaining qualified candidates. C. The City Council regularly amends the City's classification and compensation plan for all full-time and part-time classifications of officers and employees of the City. D. It is now desired to amend the City's classification and compensation plan as listed herein. Section 2. The Santa Ana City Council hereby amends the City's classification and compensation plan as follows: A. Create the following classifications: UNIT TITLE STEPS MIN MAX CASA Claims Adjuster (UC) 6 $6,971 $8,897 Police Oversight CASA Commission Secretary 6 $4,877 $6,232 UC Resolution 2024-XXX ED City Council 24 — 3 7/1 0 30 UNIT TITLE STEPS MIN MAX The pay rate is not less than the minimum nor more than the maximum paid RETIRED Police Officer - Retired - monthly to other ANNUITANT Annuitant employees performing comparable duties, divided by 173.333 to equal an hourly rate. City Attorney's Office SAMA Executive Legal Assistant 5 $7,649 $9,298 (Except d AM SEASONAL Human Resources PT Administrative Assistant 6 $26.93 $34.39 Part -Time Organizational SEASONAL Development and 6 $40.22 $51.33 PT Training Analyst (Part - Time SEASONAL Police Investigative 5 $37.22 $45.24 PT Specialist (Part -Time) SEASONAL PT Police Officer (Part -Time) 5 $48.92 $59.46 Senior Organizational SEASONAL Development and 5 $53.64 $65.22 PT Training Analyst (Part - Time SEIU FT Site Director 7 $5,438 $7,287 SEIU FT Site Teacher 7 $4,696 $6,295 SEIU FT Tax Compliance Officer 7 $5,683 $7,613 SEIU FT Teacher's Aide 7 $3,678 $4,931 Resolution 2024-XXX 30 City Council 24 — 4 7/1 gitFn UNIT TITLE STEPS MIN MAX SEIU PT Lifeguard (Part -Time) 5 $18.99 $23.13 SEIU PT Parking Meter Technician 5 $27.50 $33.43 1 (Part -Time) SEIU PT Permit Services 5 $38.31 $46.57 Technician (Part -Time) SEIU PT Pool Manager (Part- 5 $23.37 $28.41 Time) SEIU PT Senior Lifeguard (Part- 5 $21.20 $25.77 Time) SEIU PT Substitute Teacher (Part- 5 $29.88 $36.32 Time) B. Delete the following classifications: UNIT TITLE STEPS MIN MAX POA Police Property and 5 $6,547 $7,956 Evidence Supervisor POA Traffic Services 5 $6,451 $7,842 Specialist SEIU FT DNA Coordinator 7 $4,718 $6,326 SEIU FT Police Fiscal Officer 7 $7,613 $10,211 SEIU PT Special Events Leader 1 5 $17.02 $20.69 SEIU PT Special Events Leader 11 5 $20.77 $25.25 Resolution 2024-XXX 30 City Council 24 — 5 7/1 gitFn C. Change the compensation of the following classifications: 2 3 4 5 6 7 8 9 10 11 12 13 FROM UNIT TITLE STEPS MIN MAX Deputy Public Works SAMA Director / Water 17 $11,552 $17,144 Resources Manager MM SEASONAL Background Investigator 5 $28.45 $34.60 PT (Part -Time) SEASONAL Claims Adjuster (Part- 6 $39.05 $49.83 PT Time) SEASONAL Data Analyst (Part -Time) 6 $37.72 $48.15 PT SEASONAL Human Resources 6 $36.81 $46.97 PT Analyst (Part -Time) SEASONAL Human Resources PT Communications 6 $36.81 $46.97 Specialist Part -Time SEASONAL Human Resources 6 $24.64 $31.46 PT Specialist (Part -Time) SEASONAL Human Resources 6 $30.12 $38.46 PT Technician (Part -Time) SEASONAL Police Services 5 $36.68 $44.57 PT Dispatcher (Part -Time) SEASONAL Risk Management Analyst 6 $36.81 $46.97 PT (Part -Time) SEASONAL Risk Management 6 $24.64 $31.46 PT Specialist (Part -Time) SEASONAL Risk Management 6 $30.12 $38.46 PT Technician (Part -Time) SEASONAL Senior Human Resources PT Communications 5 $49.09 $59.68 Specialist Part -Time Resolution 2024-XXX City Council 24 — 6 7/1 9YY0VF30 10 11 12 13 TO UNIT TITLE STEPS MIN MAX Deputy Public Works SAMA Director / Water 17 $12,499 $18,554 Resources Manager MM SEASONAL Background Investigator 5 $37.22 $45.24 PT (Part -Time) SEASONAL Claims Adjuster (Part- 6 $40.22 $51.33 PT Time) SEASONAL PT Data Analyst (Part -Time) 6 $41.22 $52.62 SEASONAL Human Resources 6 $40.22 $51.33 PT Analyst (Part -Time) SEASONAL Human Resources PT Communications 6 $40.22 $51.33 Specialist (Part -Time) SEASONAL Human Resources 6 $26.93 $34.39 PT Specialist (Part -Time) SEASONAL Human Resources 6 $32.91 $42.02 PT Technician (Part -Time) SEASONAL Police Services 5 $38.14 $46.36 PT Dispatcher (Part -Time) SEASONAL Risk Management Analyst 6 $40.22 $51.33 PT (Part -Time) SEASONAL Risk Management 6 $26.93 $34.39 PT Specialist (Part -Time) SEASONAL Risk Management 6 $32.91 $42.02 PT Technician (Part -Time) SEASONAL Senior Human Resources PT Communications 5 $53.64 $65.22 Specialist (Part -Time) Resolution 2024-XXX 30 City Council 24 — 7 7/1 0 D. Change the title of the following classifications: 2 3 4 5 2 3 4 5 FROM UNIT SEIU PT TITLE Clerk Typist STEPS 5 MIN $22.27 MAX $27.07 SEIU PT Program Leader 5 $16.61 $20.19 SEIU PT Program Coordinator 5 $20.19 $24.54 SEIU PT Community Center Aide 5 $22.26 $27.06 SEIU FT Recreation Leader 7 $3,503 $4,696 TO UNIT TITLE STEPS MIN MAX SEIU PT Senior Office Assistant 5 $22.27 $27.07 (Part -Time) SEIU PT Program Leader I (Part- 5 $16.61 $20.19 Time) SEIU PT Senior Program Leader 5 $20.19 $24.54 (Part -Time) SEIU PT Community Center Aide 5 $22.26 $27.06 (Part -Time) SEIU FT Recreation Specialist 7 $3,503 $4,696 Resolution 2024-XXX 30 City Council 24 — 8 7/1 gitFn E. Change the title of the following classifications and make them Terminal (T): 2 K FROM TO UNIT TITLE STEPS MIN MAX SEIU PT Maintenance Attendant 5 $16.54 $19.78 (Part -Time) (T) SEIU FT Senior Engineer (T) 7 $10,883 $14,585 F. Change the compensation and title of the following classifications: 2 3 K 3 FROM UNIT TITLE STEPS MIN MAX SEIU FT Building Technician 7 $5,029 $6,740 SEIU FT Combination Building 7 $6,514 $8,730 Inspector SEIU FT Senior Combination 7 $7,180 $9,625 Building Inspector TO UNIT TITLE STEPS MIN MAX SEIU FT Building Inspector 7 $6,610 $8,857 SEIU FT Senior Building Inspector 7 $7,287 $9,765 SEIU FT Building Inspector 7 $8,032 $10,775 Supervisor Resolution 2024-XXX 30 City Council 24 — 9 7/1 gitFn G. Merge and change the compensation and/or title of the following classifications: FROM TO Section 3. Compensation rates listed herein are inclusive of applicable Memorandum of Understanding salary increase provisions. Section 4. The Santa Ana City Council hereby approves the updated Salary Schedules for the Confidential Association of the City of Santa Ana (CASA), Santa Ana Police Officers Association (POA), Santa Ana Management Association (SAMA), Seasonal Part - Time (Seasonal PT), Service Employees International Union Full -Time (SEIU FT), and Service Employees International Union Part -Time (SEIU PT) units, attached to this resolution as Exhibit A, reflecting classification and compensation amendments per this and previously approved City Council resolutions, and grouped by employee unit, as recommended by CalPERS, and in compliance with CalPERS California Code of Regulations section 570.5. Section 5. That except as amended by this resolution, all other provisions of the City's classification and compensation plan shall remain in full force and effect. Section 6. This resolution is effective July 14, 2024, which is the start date of the first full pay period of fiscal year 2024-2025. ADOPTED this 16t" day of July 2024. Valerie Amezcua Mayor Resolution 2024-XXX 30 City Council 24 — 10 7/1 gitFn APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: da'un �. � �- Laura A. Rossini Chief Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers 321:49In UNICES] W_11aIsm r_NIto] ►r_l►1exel We] nV-11II A I, Jennifer Hall, City Clerk, do hereby attest to and certify the attached Resolution No. 2024- to be the original resolution adopted by the City Council of the City of Santa Ana on July 16, 2024. Date: Jennifer L. Hall City Clerk City of Santa Ana Resolution 2024-XXX 30 City Council 24 —11 M 0 EXHIBIT A CONFIDENTIAL ASSOCIATION OF THE CITY OF SANTA ANA (CASA) MONTHLY WAGE RATE SCHEDULE EFFECTIVE JULY 14, 2024 REVISED JULY 16, 2024 JOB TITLE JOB CODE STEP AA STEP A STEP B STEP C STEP D STEP E Administrative Receptionist (UC) 07272 4,235 4,445 4,667 4,903 5,147 5,403 Administrative Secretary (UC) 07271 5,378 5,647 5,929 6,232 6,545 6,869 Budget Aide (UC) 00497 6,293 6,606 6,937 7,284 7,649 8,033 Budget Analyst (UC) 00496 7,144 7,499 7,877 8,270 8,685 9,120 Claims Adjuster (UC) 00124 6,971 7,323 7,686 8,071 8,474 8,897 Council Services Secretary (UC) 00830 4,856 5,102 5,356 5,622 5,908 6,200 Data Analyst (UC) 00498 7,144 7,499 7,877 8,270 8,685 9,120 Equity and Inclusion Coordinator (UC) 01515 7,144 7,499 7,877 8,270 8,685 9,120 Executive Assistant (UC) 00900 6,386 6,707 7,041 7,392 7,761 8,150 Executive Secretary (UC) 07392 5,647 5,929 6,232 6,545 6,869 7,214 Executive Secretary to the Police Chief (UC) 00140 5,647 5,929 6,232 6,545 6,869 7,214 Financial Analyst (UC) 00481 6,971 7,323 7,686 8,071 8,474 8,897 Human Resources Administrative Assistant (UC) 07069 4,667 4,903 5,147 5,403 5,676 5,960 Human Resources Analyst (UC) 01520 6,971 7,323 7,686 8,071 8,474 8,897 Human Resources Communications Specialist (UC) 08590 6,971 7,323 7,686 8,071 8,474 8,897 Human Resources Specialist (UC) 07070 4,667 4,903 5,147 5,403 5,676 5,960 Human Resources Technician (UC) 01250 5,705 5,987 6,293 6,606 6,937 7,284 Legal Office Assistant (UC) 07080 3,899 4,092 4,299 4,512 4,739 4,976 Legal Secretary (UC) 07120 4,833 5,076 5,329 5,596 5,876 6,172 Management Aide (UC) 01201 6,293 6,606 6,937 7,284 7,649 8,033 Management Aide (UC) 01200 6,293 6,606 6,937 7,284 7,649 8,033 Management Analyst - Police Oversight Commission (UC) 00148 7,144 7,499 7,877 8,270 8,685 9,120 Management Analyst (UC) 00750 7,144 7,499 7,877 8,270 8,685 9,120 Management Analyst (UC) 01720 7,144 7,499 7,877 8,270 8,685 9,120 Organizational Development and Training Analyst (UC) 00476 6,971 7,323 7,686 8,071 8,474 8,897 Paralegal (UC) 01670 5,731 6,018 6,324 6,639 6,971 7,323 Payroll Systems Analyst (UC) 07400 8,685 9,120 9,574 10,053 10,554 11,081 Payroll Technician (UC) 07410 5,705 5,987 6,293 6,606 6,937 7,284 Police Oversight Commission Secretary (UC) 07322 4,877 5,123 5,378 5,647 5,929 6,232 Risk Management Analyst (UC) 01756 6,971 7,323 7,686 8,071 8,474 8,897 Risk Management Assistant (UC) 01753 4,445 4,667 4,903 5,147 5,403 5,676 Risk Management Specialist (UC) 01758 4,667 4,903 5,147 5,403 5,676 5,960 Risk Management Technician (UC) 01755 5,705 5,987 6,293 6,606 6,937 7,284 Senior Human Resources Specialist (UC) 07300 5,173 5,432 5,705 5,987 6,293 6,606 Senior Human Resources Technician (UC) 00770 6,293 6,606 6,937 7,284 7,649 8,033 Senior Legal Secretary (UC) 07310 5,378 5,647 5,929 6,232 6,545 6,869 Resolution 2024-XXX City Council 24 - 12 30 EXHIBIT A CONFIDENTIAL ASSOCIATION OF THE CITY OF SANTA ANA (CASA) MONTHLY WAGE RATE SCHEDULE EFFECTIVE JULY 14, 2024 REVISED JULY 16, 2024 JOB TITLE JOB CODE STEP AA STEP A STEP B STEP C STEP D STEP E Senior Paralegal (UQ 01675 6,971 7,323 7,686 8,071 8,474 8,897 Senior Payroll Technician (UC) 07415 6,293 6,606 6,937 7,284 7,649 8,033 Training Coordinator (UC) 01280 8,641 9,074 9,526 10,003 10,501 11,028 Resolution 2024-XXX 19 City Council 24 — 13 / 30 EXHIBIT A SANTA ANA POLICE OFFICERS ASSOCIATION (POA) MONTHLY WAGE RATE SCHEDULE EFFECTIVE JULY 14, 2024 TO JULY 12, 2025 REVISED JULY 16, 2024 SWORN CLASSIFICATIONS JOB TITLE JOB STEP STEP STEP STEP STEP CODE A B C D E Police Officer 03200 8,479 8,902 9,349 9,817 10,307 Police Sergeant 03300 10,461 10,984 11,534 12,110 12,716 NON -SWORN CLASSIFICATIONS JOB TITLE JOB CODE STEP A STEP B STEP C STEP D STEP E Animal Service Officer I 03920 5,996 6,295 6,611 6,941 7,288 Animal Service Officer II 03930 6,941 7,288 7,653 8,035 8,436 Background Investigator 06170 6,451 6,775 7,112 7,467 7,842 Communications Services Officer 07660 5,852 6,144 6,451 6,775 7,112 Correctional Officer 00310 6,451 6,775 7,112 7,467 7,842 Correctional Supervisor 00370 8,195 8,605 9,036 9,488 9,962 Crime Research Aide 03995 6,808 7,147 7,504 7,879 8,274 Crime Research Analyst 03990 7,728 8,115 8,522 8,947 9,394 Emergency Operations Coordinator 02705 9,036 9,488 9,962 10,461 10,984 Firearms Examiner 07600 8,479 8,902 9,349 9,817 10,307 Forensic Services Supervisor 01360 9,864 10,358 10,876 11,420 11,991 Forensic Specialist I 03970 6,808 7,147 7,504 7,879 8,274 Forensic Specialist II 03980 7,467 7,842 8,235 8,647 9,079 Parking Control Officer 03900 5,051 5,307 5,573 5,852 6,144 Police Athletic / Activities League Assistant Director 03600 5,823 6,114 6,420 6,741 7,077 Police Communications Supervisor 06180 8,035 8,436 8,859 9,303 9,769 Police Community Services Specialist 00780 6,451 6,775 7,112 7,467 7,842 Police Evidence and Supply Specialist 00799 5,937 6,235 6,547 6,874 7,218 Police Evidence and Supply Supervisor 00801 6,547 6,874 7,218 7,578 7,956 Police Investigative Specialist 00790 6,451 6,775 7,112 7,467 7,842 Police Photo / Video Specialist 01100 6,295 6,611 6,941 7,288 7,653 Police Recruit 03870 6,741 7,077 7,431 7,804 8,195 Police Service Officer 03800 5,852 6,144 6,451 6,775 7,112 Police Services Dispatcher 03680 6,611 6,941 7,288 7,653 8,035 Rangemaster 03820 5,852 6,144 6,451 6,775 7,112 Senior Parking Control Officer 01270 5,573 5,852 6,144 6,451 6,775 Resolution 2024-XXX 19 City Council 24 - 14 / 30 EXHIBIT A SANTA ANA POLICE OFFICERS ASSOCIATION (POA) MONTHLY WAGE RATE SCHEDULE EFFECTIVE JULY 13, 2025 TO JULY 11, 2026 REVISED JULY 16, 2024 SWORN CLASSIFICATIONS JOB TITLE JOB STEP STEP STEP STEP STEP CODE A B C D E Police Officer 03200 8,818 9,258 9,723 10,210 10,719 Police Sergeant 03300 10,879 11,423 11,995 12,594 13,225 NON -SWORN CLASSIFICATIONS JOB TITLE JOB CODE STEP A STEP B STEP C STEP D STEP E Animal Service Officer I 03920 6,236 6,547 6,875 7,219 7,580 Animal Service Officer II 03930 7,219 7,580 7,959 8,356 8,773 Background Investigator 06170 6,709 7,046 7,396 7,766 8,156 Communications Services Officer 07660 6,086 6,390 6,709 7,046 7,396 Correctional Officer 00310 6,709 7,046 7,396 7,766 8,156 Correctional Supervisor 00370 8,523 8,949 9,397 9,868 10,360 Crime Research Aide 03995 7,080 7,433 7,804 8,194 8,605 Crime Research Analyst 03990 8,037 8,440 8,863 9,305 9,770 Emergency Operations Coordinator 02705 9,397 9,868 10,360 10,879 11,423 Firearms Examiner 07600 8,818 9,258 9,723 10,210 10,719 Forensic Services Supervisor 01360 10,259 10,772 11,311 11,877 12,471 Forensic Specialist I 03970 7,080 7,433 7,804 8,194 8,605 Forensic Specialist II 03980 7,766 8,156 8,564 8,993 9,442 Parking Control Officer 03900 5,253 5,519 5,796 6,086 6,390 Police Athletic / Activities League Assistant Director 03600 6,056 6,359 6,677 7,011 7,360 Police Communications Supervisor 06180 8,356 8,773 9,213 9,675 10,160 Police Community Services Specialist 00780 6,709 7,046 7,396 7,766 8,156 Police Evidence and Supply Specialist 00799 6,174 6,484 6,809 7,149 7,507 Police Evidence and Supply Supervisor 00801 6,809 7,149 7,507 7,881 8,274 Police Investigative Specialist 00790 6,709 7,046 7,396 7,766 8,156 Police Photo / Video Specialist 01100 6,547 6,875 7,219 7,580 7,959 Police Recruit 03870 7,011 7,360 7,728 8,116 8,523 Police Service Officer 03800 6,086 6,390 6,709 7,046 7,396 Police Services Dispatcher 03680 6,875 7,219 7,580 7,959 8,356 Rangemaster 03820 6,086 6,390 6,709 7,046 7,396 Senior Parking Control Officer 01270 5,796 6,086 6,390 6,709 7,046 Resolution 2024-XXX 19 City Council 24 - 15 / 30 EXHIBIT A SANTA ANA POLICE OFFICERS ASSOCIATION (POA) MONTHLY WAGE RATE SCHEDULE EFFECTIVE JULY 12, 2026 REVISED JULY 16, 2024 SWORN CLASSIFICATIONS JOB TITLE JOB STEP STEP STEP STEP STEP CODE A B C D E Police Officer 03200 9,171 9,628 10,112 10,618 11,148 Police Sergeant 03300 11,314 11,880 12,475 13,098 13,754 NON -SWORN CLASSIFICATIONS JOB TITLE JOB CODE STEP A STEP B STEP C STEP D STEP E Animal Service Officer I 03920 6,485 6,809 7,150 7,508 7,883 Animal Service Officer II 03930 7,508 7,883 8,277 8,690 9,124 Background Investigator 06170 6,977 7,328 7,692 8,077 8,482 Communications Services Officer 07660 6,329 6,646 6,977 7,328 7,692 Correctional Officer 00310 6,977 7,328 7,692 8,077 8,482 Correctional Supervisor 00370 8,864 9,307 9,773 10,263 10,774 Crime Research Aide 03995 7,363 7,730 8,116 8,522 8,949 Crime Research Analyst 03990 8,358 8,778 9,218 9,677 10,161 Emergency Operations Coordinator 02705 9,773 10,263 10,774 11,314 11,880 Firearms Examiner 07600 9,171 9,628 10,112 10,618 11,148 Forensic Services Supervisor 01360 10,669 11,203 11,763 12,352 12,970 Forensic Specialist I 03970 7,363 7,730 8,116 8,522 8,949 Forensic Specialist II 03980 8,077 8,482 8,907 9,353 9,820 Parking Control Officer 03900 5,463 5,740 6,028 6,329 6,646 Police Athletic / Activities League Assistant Director 03600 6,298 6,613 6,944 7,291 7,654 Police Communications Supervisor 06180 8,690 9,124 9,582 10,062 10,566 Police Community Services Specialist 00780 6,977 7,328 7,692 8,077 8,482 Police Evidence and Supply Specialist 00799 6,421 6,743 7,081 7,435 7,807 Police Evidence and Supply Supervisor 00801 7,081 7,435 7,807 8,196 8,605 Police Investigative Specialist 00790 6,977 7,328 7,692 8,077 8,482 Police Photo / Video Specialist 01100 6,809 7,150 7,508 7,883 8,277 Police Recruit 03870 7,291 7,654 8,037 8,441 8,864 Police Service Officer 03800 6,329 6,646 6,977 7,328 7,692 Police Services Dispatcher 03680 7,150 7,508 7,883 8,277 8,690 Rangemaster 03820 6,329 6,646 6,977 7,328 7,692 Senior Parking Control Officer 01270 6,028 6,329 6,646 6,977 7,328 Resolution 2024-XXX 19 City Council 24 - 16 / 30 EXHIBIT A SANTA ANA MANAGEMENT ASSOCIATION (SAMA) MONTHLY WAGE RATE SCHEDULE EFFECTIVE JULY 14, 2024 REVISED JULY 16, 2024 ADMINISTRATIVE MANAGEMENT JOB TITLE JOB CODE STEP A STEP B STEP C STEP D STEP E Applications Systems Manager (AM) 02910 11,985 12,590 13,219 13,879 14,575 Assistant Public Works Maintenance Manager (AM) 01772 10,659 11,193 11,753 12,342 12,957 Budget and Research Manager (AM) 06400 11,414 11,985 12,590 13,219 13,879 Budget Supervisor (AM) 00493 10,352 10,869 11,414 11,985 12,590 City Attorney's Office Executive Legal Assistant (Excepted) (AM) 07392 7,649 8,033 8,431 8,853 9,298 Code Enforcement Principal (AM) 02745 11,193 11,753 12,342 12,957 13,606 Enterprise Program Manager (AM) 01769 10,659 11,193 11,753 12,342 12,957 Facilities Maintenance Manager (AM) 04377 9,341 9,810 10,302 10,818 11,360 Fleet Services Manager (AM) 04785 9,341 9,810 10,302 10,818 11,360 Homeless Services Manager (AM) 03750 11,414 11,985 12,590 13,219 13,879 Information Technology Infrastructure Supervisor (AM) 01705 11,360 11,926 12,527 13,152 13,811 Payroll Manager (AM) 07405 10,659 11,193 11,753 12,342 12,957 Payroll Supervisor (AM) 07404 9,810 10,302 10,818 11,360 11,926 Permit Services Principal (AM) 02589 10,401 10,924 11,469 12,045 12,654 Principal Community Planner (AM) 07609 11,193 11,753 12,342 12,957 13,606 Principal Human Resources Analyst (AM) 01519 10,003 10,501 11,028 11,579 12,160 Principal Management Analyst (AM) 00151 9,860 10,352 10,869 11,414 11,985 Principal Management Analyst (Excepted) (AM) 00149 9,860 10,352 10,869 11,414 11,985 Principal Planner (AM) 02471 11,193 11,753 12,342 12,957 13,606 Project Management Officer (AM) 06145 12,590 13,219 13,879 14,575 15,304 Public Affairs Information Officer (Excepted) (AM) 01800 10,302 10,818 11,360 11,926 12,527 Risk Management Supervisor (AM) 01751 9,341 9,810 10,302 10,818 11,360 Secretary to the City Manager (Excepted) (AM) 01071 7,649 8,033 8,431 8,853 9,298 Senior Budget Analyst (AM) 00494 8,641 9,074 9,526 10,003 10,501 Senior Financial Analyst (AM) 00482 9,074 9,526 10,003 10,501 11,028 Senior Human Resources Analyst (AM) 01541 9,298 9,763 10,250 10,764 11,304 Senior Human Resources Communications Specialist (AM) 08595 9,298 9,763 10,250 10,764 11,304 Senior Legal Management Analyst (Excepted) (AM) 02791 8,641 9,074 9,526 10,003 10,501 Senior Management Analyst (AM) 00152 8,641 9,074 9,526 10,003 10,501 Senior Management Analyst (Excepted) (AM) 00153 8,641 9,074 9,526 10,003 10,501 Senior Organizational Development and Training Analyst (AM) 00477 9,298 9,763 10,250 10,764 11,304 Senior Risk Management Analyst (AM) 01757 9,298 9,763 10,250 10,764 11,304 Supervisor of Inspections (AM) 02371 10,401 10,924 11,469 12,045 12,654 Zoo Animal Care Manager (AM) 05490 7,686 8,071 8,474 8,897 9,341 Resolution 2024-XXX 19 City Council 24 - 17 / 30 M 1� r N 7 V V N^ V N CC 0C1 �c �c lr cl cl cl cl h" vi vi cv r vi �C vi N N O1 N 00 r- 00 00 O1 N 00 � N 01 N D\ N O\ N O1 N 00 �c 00 00 V�1 00 0o0 D\ N N N N a\ N �C �C r- 01 c N V1 M 01 M M 00 O N N 'O O N N h vi vi vi �O 00 00 O\ O\ O\ N 01 C1 01 N 01 a\ W a\ 01 a1 O\ N �c C1 N 00 O\ 00 O\ 0 00 �O 00 a1 00 i- h V N 01 N O\ h V N 00 o0, N h h [� 00 � V M M N M NM O V M O 00 �c 00 N 00 7 V1 ~ V M M N M N V V V M M O V M CN M M M O\ 00 N V N In,M- 00 O\ N M 00 O1 7 ,--i 7 ,--i r- O M vi M vi ,--i r- o M � O 00 O1 M It-4 4 01 O �00 ,--� O r— 00 00 �c 00 00 00 �o t� o0 oo 0 0 0 0o v oo v a o 00 C� 00 a` C� o M N M V O\ O\ 01 C1 O 00 M 00 a M 00 C1 a, C1 o 00 M Vl O\ �--i M C1 O\ a 01 M V O\ 00 00 00 l— r- h 00 r- 00 00 00 N 00 00 a\ r- h M V V h M M m D\ O\ V r-O\ O O D\ h O a\ N N h vi C1 a1 M m D\ D\ M O N l— G, 00 N a\ N M M N 7 V M N 7 l� M M 00 M N N � C 0o O O O oD oo O O oo O O � 0o O O 00 00 00 41 M Mi O 00 0 00 O o0 00 �O h l� oo oo h 00 00 W A O N O O\ O N O_ �O 00 00 O\ N l— O V O O V1 O V1 O 00 O I= V O O N M O V N h h V o O\ o N N h V t O �O InD\ O 0 0 o O O O O O O O O O o 0 o O o o O v 'O T Q U cad y r> T7 obi) F � o k � o o U o o o � � � o o � o � o U � � U •� � w � '� a"i "�. �QQ ty u UQq v .� �v oho O O O N N N O U U O U V] U Q Q Q U KRM 0 U) N(1) LL co N �, M 1� r 01 01 7 V o0 V 01 01 01 01 Vl 01 01 01 01 01 01 01 01 01 M Vl 01 M 4 Vl 01 o0 , �--� M 01 01 01 01 01 01 0, V1 o0 V1 a, 01 0, 0, 0, 0, N 01 0, 01 lr o0 �c r 00 V1 V1 V1 V1 V1 V1 [� [� V1 V1 V1 M O O O O 00 M 00 In O O O '~ lr oo �O h" oo kr kr v kr kr kr vi ri v ri v r vi vi vi tn 0, N 00 vi a\ C, m vi C� N C, N 00 a, 0, N 0, N 0, N 0� N 00 00 N O 0� N 0� N 0, N N oo �O N N r N N N N V r V r oo N N N Vl r Vl �O [� Vl Vl M Vl Vl Vl Vl M M M M �O �O Vl Vl Vl � vi M O M �n a, vi vi vi ~ 00 00 of 00 � 00 00 of 00 oc 00 'Inl" Vl l" V V M V V V V M M M M M V1 a, 00Mi 0o � N 01 a, oo V1 V1 M V1 V1 V1 V1 7 o0 M � � 0o 00 M 01 O V1 V1 V1 ~ ,in Vl Vl M N M N M V1 V1 M N O �O vi O_ N O M M V m M M M M 01 m 01 7 O_ D1 M M M N 00 � 00 � 01) 00 10 N 7 "I o0 01 V1 01 N a\ 00 a, 00 a1 01 a1 o0 a1 00 a1 00 a\ o0 a, Vl a1 01 a1 V1 41 01 a1 01 N �c vi o0 a, o0 a, o0 a, N r r V r r r r V 7 N oo r r r M Vl � Vl Vl M M N M M M M N N N N Vl � M M M oc 00 0� 00 00 oc M M M M N N V V M M M M 01 oo V1 01 M M ,My 01 W M ,M-i M ,M-i M M ,M-i r 01 � r 01 V1 M M M M M Vl M V Vl M M M M M M V V M M M vi �O vi r. 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18.15 19.06 - - - Animal Control Officer 08995 - 23.96 25.16 26.42 27.75 29.13 Background Investigator (Part -Time) 09315 - 37.22 39.09 41.03 43.08 45.24 Budget Intern 09790 - 19.97 20.96 - - - Claims Adjuster (Part -Time) 00125 40.22 42.25 44.34 46.56 48.89 51.33 Cold Case Investigator 09316 - 28.45 29.87 31.38 32.94 34.60 Correctional Services Officer 00360 - 20.01 21.01 22.06 23.19 24.32 Data Analyst (Part -Time) 00489 41.22 43.26 45.45 47.71 50.11 52.62 Engineering Intern 09130 - 19.97 20.96 - - - Fingerprint Examiner 07605 - 29.88 31.39 32.94 34.59 36.32 Forensic Ballistics Technician 08500 - 24.56 25.80 27.09 28.45 29.87 Human Resources Administrative Assistant Part -Time 08550 26.93 28.29 29.69 31.17 32.75 34.39 Human Resources Analyst (Part -Time) 08570 40.22 42.25 44.34 46.56 48.89 51.33 Human Resources Clerical Aide 07071 - 16.50 17.33 18.19 19.10 20.06 Human Resources Communications Specialist Part -Time 08575 40.22 42.25 44.34 46.56 48.89 51.33 Human Resources Specialist (Part -Time) 08580 26.93 28.29 29.69 31.17 32.75 34.39 Human Resources Technician (Part -Time) 08581 32.91 34.54 36.31 38.11 40.02 42.02 Jail Transportation Officer 09345 - 25.80 27.09 28.45 29.87 31.38 Law Clerk 08610 - 16.50 17.33 18.19 19.10 20.06 Management Intern 08080 - 21.96 23.06 - - - Organizational Development and Training Analyst Part -Time 08560 40.22 42.25 44.34 46.56 48.89 51.33 Personnel Board Secretary (Part -Time) 08851 29.00 30.45 31.97 33.57 35.25 37.01 Police Cadet 08130 - 16.50 17.33 18.19 19.10 20.06 Police Investigative Specialist (Part -Time) 00795 - 37.22 39.09 41.03 43.08 45.24 Police Officer (Part -Time) 03210 - 48.92 51.36 53.94 56.64 59.46 Police Reserve Level 1 08135 - 29.16 - - - - Police Reserve Level 2 08136 - 20.83 - - - - Police Reserve Level 3 08137 - 16.66 - - - - Police Services Dispatcher (Part -Time) 03690 - 38.14 40.05 42.05 44.15 46.36 Risk Management Analyst (Part -Time) 09969 40.22 42.25 44.34 46.56 48.89 51.33 Risk Management Specialist (Part -Time) 09972 26.93 28.29 29.69 31.17 32.75 34.39 Risk Management Technician (Part -Time) 09971 32.91 34.54 36.31 38.11 40.02 42.02 Senior Administrative Intern 08100 - 19.97 20.96 - - - Senior Human Resources Communications Specialist Part -Time 08582 - 53.64 56.33 59.14 62.10 65.22 Resolution 2024-XXX City Council 24 - 21 30 EXHIBIT A SEASONAL PART-TIME (SEASONAL PT) HOURLY WAGE RATE SCHEDULE EFFECTIVE JULY 14, 2024 REVISED JULY 16, 2024 JOB STEP STEP STEP STEP STEP STEP JOB TITLE CODE AA A B C D E Senior Organizational Development and Training Analyst Part -Time 08565 - 53.64 56.33 59.14 62.10 65.22 Student Intern 08600 - 16.50 17.33 - - - Resolution 2024-XXX 19 City Council 24 — 22 / 30 hL co N N �, EXHIBIT A SERVICE EMPLOYEES INTERNATIONAL UNION FULL-TIME (SEIU FT) MONTHLY WAGE RATE SCHEDULE EFFECTIVE JULY 14, 2024 REVISED JULY 16, 2024 JOB TITLE JOB CODE STEP AAA STEP AA STEP A STEP B STEP C STEP D STEP E Accountant I 01140 6,053 6,357 6,674 7,008 7,359 7,726 8,112 Accountant II 01150 6,974 7,323 7,688 8,072 8,476 8,900 9,345 Accounting Assistant 07010 4,718 4,955 5,205 5,465 5,737 6,023 6,326 Accounting Assistant / Systems Technician 07015 4,718 4,955 5,205 5,465 5,737 6,023 6,326 Accounts Payable Supervisor 07009 8,032 8,436 8,857 9,301 9,765 10,262 10,775 Accounts Payable Technician 01345 4,718 4,955 5,205 5,465 5,737 6,023 6,326 Active Transportation Coordinator 01295 7,540 7,918 8,314 8,730 9,167 9,625 10,109 Arts and Culture Specialist 02845 6,053 6,357 6,674 7,008 7,359 7,726 8,112 Assistant Buyer 00270 5,230 5,491 5,765 6,053 6,357 6,674 7,008 Assistant Community Planner 07611 6,326 6,641 6,974 7,323 7,688 8,072 8,476 Assistant Engineer 01601 6,641 6,974 7,323 7,688 8,072 8,476 8,900 Assistant Fleet Services Technician 00530 4,626 4,857 5,103 5,359 5,627 5,908 6,203 Assistant Instrument Technician 04125 5,412 5,683 5,966 6,264 6,578 6,906 7,251 Assistant Librarian 05180 4,931 5,179 5,438 5,709 5,995 6,295 6,610 Assistant Park and Landscape Planner 00280 6,357 6,674 7,008 7,359 7,726 8,112 8,518 Assistant Plan Check Engineer 01410 9,033 9,485 9,960 10,458 10,981 11,530 12,106 Assistant Planner I 00040 6,326 6,641 6,974 7,323 7,688 8,072 8,476 Assistant Planner II 02440 6,974 7,323 7,688 8,072 8,476 8,900 9,345 Assistant Traffic Operations Engineer 02155 9,078 9,533 10,009 10,509 11,034 11,588 12,166 Associate Community Planner 02455 8,072 8,476 8,900 9,345 9,814 10,313 10,828 Associate Engineer 02100 9,033 9,485 9,960 10,458 10,981 11,530 12,106 Associate Park and Landscape Planner 01040 8,112 8,518 8,945 9,393 9,862 10,365 10,883 Associate Plan Check Engineer 02280 9,719 10,211 10,720 11,257 11,820 12,412 13,033 Associate Planner 02450 8,072 8,476 8,900 9,345 9,814 10,313 10,828 Bibliographic Technician 05150 4,696 4,931 5,179 5,438 5,709 5,995 6,295 Building Inspector 02230 6,610 6,940 7,287 7,650 8,032 8,436 8,857 Building Inspector Supervisor 06431 8,032 8,436 8,857 9,301 9,765 10,262 10,775 Building Maintenance Aide 04315 4,237 4,450 4,672 4,906 5,154 5,412 5,683 Building Maintenance Supervisor 04310 6,641 6,974 7,323 7,688 8,072 8,476 8,900 Building Maintenance Technician 04140 5,154 5,412 5,683 5,966 6,264 6,578 6,906 Business Tax Collector / Inspector 01240 5,307 5,572 5,850 6,143 6,450 6,773 7,110 Buyer 01350 6,450 6,773 7,110 7,468 7,841 8,234 8,645 Central Services Supervisor 07030 5,332 5,599 5,879 6,173 6,482 6,805 7,145 Civil Engineer 02132 9,719 10,211 10,720 11,257 11,820 12,412 13,033 Code Enforcement Associate 02780 5,154 5,412 5,683 5,966 6,264 6,578 6,906 Code Enforcement Officer 02740 6,388 6,707 7,042 7,395 7,765 8,153 8,560 Resolution 2024-XXX 19 City Council 24 - 24 /30 EXHIBIT A SERVICE EMPLOYEES INTERNATIONAL UNION FULL-TIME (SEIU FT) MONTHLY WAGE RATE SCHEDULE EFFECTIVE JULY 14, 2024 REVISED JULY 16, 2024 JOB TITLE JOB CODE STEP AAA STEP AA STEP A STEP B STEP C STEP D STEP E Code Enforcement Supervisor 00070 7,180 7,540 7,918 8,314 8,730 9,167 9,625 Community Development Analyst 07585 6,805 7,145 7,504 7,880 8,274 8,688 9,123 Community Development Commission Secretary 07321 4,648 4,881 5,128 5,385 5,655 5,937 6,234 Community Liaison 05000 7,008 7,359 7,726 8,112 8,518 8,945 9,393 Community Planning Assistant 00055 5,737 6,023 6,326 6,641 6,974 7,323 7,688 Construction Inspector 02240 6,326 6,641 6,974 7,323 7,688 8,072 8,476 Corporate Yard Maintenance Attendant 04070 3,900 4,096 4,301 4,517 4,742 4,980 5,230 Correctional Records Specialist 07630 4,096 4,301 4,517 4,742 4,980 5,230 5,491 Correctional Records Supervisor 07629 5,683 5,966 6,264 6,578 6,906 7,251 7,613 Custodial Aide / Porter 04005 3,238 3,400 3,570 3,748 3,936 4,133 4,340 Custodian 04000 3,748 3,936 4,133 4,340 4,558 4,785 5,029 Custodian Supervisor 04090 4,931 5,179 5,438 5,709 5,995 6,295 6,610 Customer Service Representative 01220 4,906 5,154 5,412 5,683 5,966 6,264 6,578 Data Entry Office Assistant 04200 4,237 4,450 4,672 4,906 5,154 5,412 5,683 Deputy City Clerk 07050 5,205 5,465 5,737 6,023 6,326 6,641 6,974 Economic Development Specialist I 00560 7,008 7,359 7,726 8,112 8,518 8,945 9,393 Economic Development Specialist II 00550 8,072 8,476 8,900 9,345 9,814 10,313 10,828 Economic Development Specialist III 00350 9,345 9,814 10,313 10,828 11,370 11,940 12,535 Engineering Aide 02030 5,054 5,307 5,572 5,850 6,143 6,450 6,773 Engineering Technician 02035 5,307 5,572 5,850 6,143 6,450 6,773 7,110 Equipment Operator 00440 5,205 5,465 5,737 6,023 6,326 6,641 6,974 Equipment Operator - Water Services 04215 5,307 5,572 5,850 6,143 6,450 6,773 7,110 Facilities Supervisor 04370 6,641 6,974 7,323 7,688 8,072 8,476 8,900 Fleet Parts Specialist 00500 5,599 5,879 6,173 6,482 6,805 7,145 7,504 Fleet Services Supervisor 04770 7,110 7,468 7,841 8,234 8,645 9,078 9,533 Fleet Services Technician I 04720 5,332 5,599 5,879 6,173 6,482 6,805 7,145 Fleet Services Technician II 04730 5,879 6,173 6,482 6,805 7,145 7,504 7,880 Fleet Services Technician III 00450 6,326 6,641 6,974 7,323 7,688 8,072 8,476 General Maintenance Assistant 00740 3,767 3,955 4,153 4,361 4,580 4,809 5,054 General Maintenance Leader 04190 5,709 5,995 6,295 6,610 6,940 7,287 7,650 General Maintenance Supervisor 01010 6,641 6,974 7,323 7,688 8,072 8,476 8,900 General Maintenance Worker 04180 5,154 5,412 5,683 5,966 6,264 6,578 6,906 GIS Administrator 02190 7,880 8,274 8,688 9,123 9,579 10,059 10,562 GIS Systems Analyst / Programmer 02192 7,215 7,576 7,956 8,354 8,773 9,211 9,673 GIS Technician 02193 5,599 5,879 6,173 6,482 6,805 7,145 7,504 Resolution 2024-XXX 19 City Council 24 - 25 / 30 EXHIBIT A SERVICE EMPLOYEES INTERNATIONAL UNION FULL-TIME (SEIU FT) MONTHLY WAGE RATE SCHEDULE EFFECTIVE JULY 14, 2024 REVISED JULY 16, 2024 JOB TITLE JOB CODE STEP AAA STEP AA STEP A STEP B STEP C STEP D STEP E Graphics Designer I 01500 5,230 5,491 5,765 6,053 6,357 6,674 7,008 Graphics Designer II 02400 5,765 6,053 6,357 6,674 7,008 7,359 7,726 Housing Authority Analyst 01885 6,906 7,251 7,613 7,994 8,395 8,815 9,257 Housing Authority Coordinator 07640 9,393 9,862 10,365 10,883 11,427 11,998 12,598 Housing Authority Operations Supervisor 02720 7,650 8,032 8,436 8,857 9,301 9,765 10,262 Housing Programs Aide 07580 4,494 4,718 4,955 5,205 5,465 5,737 6,023 Housing Programs Analyst 01840 7,650 8,032 8,436 8,857 9,301 9,765 10,262 Housing Programs Coordinator 00520 9,393 9,862 10,365 10,883 11,427 11,998 12,598 Housing Specialist I 01890 4,785 5,029 5,281 5,544 5,823 6,113 6,419 Housing Specialist II 01900 5,307 5,572 5,850 6,143 6,450 6,773 7,110 Information Services Representative 02670 5,054 5,307 5,572 5,850 6,143 6,450 6,773 Information Technology Support Supervisor 06470 8,274 8,688 9,123 9,579 10,059 10,562 11,090 Information Technology Support Technician I 00021 5,079 5,332 5,599 5,879 6,173 6,482 6,805 Information Technology Support Technician II 00020 5,599 5,879 6,173 6,482 6,805 7,145 7,504 Instrument Technician 04130 5,908 6,203 6,514 6,838 7,180 7,540 7,918 Lead Accounting Assistant 07090 5,572 5,850 6,143 6,450 6,773 7,110 7,468 Lead Correctional Records Specialist 07628 5,029 5,281 5,544 5,823 6,113 6,419 6,740 Lead Police Records Specialist 07110 5,029 5,281 5,544 5,823 6,113 6,419 6,740 Librarian 05110 5,995 6,295 6,610 6,940 7,287 7,650 8,032 Library Services Assistant 05050 3,714 3,900 4,096 4,301 4,517 4,742 4,980 Library Technician 05076 4,471 4,696 4,931 5,179 5,438 5,709 5,995 Loan Specialist 07000 6,053 6,357 6,674 7,008 7,359 7,726 8,112 Mail Clerk / Messenger 07170 3,387 3,557 3,734 3,920 4,116 4,322 4,538 Maintenance Worker I 04050 4,153 4,361 4,580 4,809 5,054 5,307 5,572 Maintenance Worker II 04060 41696 4,931 5,179 5,438 5,709 5,995 6,295 Meter Reader Collector 01210 4,696 4,931 5,179 5,438 5,709 5,995 6,295 Network Engineer 06450 9,123 9,579 10,059 10,562 11,090 11,644 12,227 Network Specialist / WAN Systems Administrator 06460 7,504 7,880 8,274 8,688 9,123 9,579 10,059 NPDES Manager 06440 8,518 8,945 9,393 9,862 10,365 10,883 11,427 Office Assistant 07180 3,748 3,936 4,133 4,340 4,558 4,785 5,029 Office Specialist 07190 3,320 3,486 3,659 3,843 4,035 4,237 4,450 Park Ranger 03610 5,709 5,995 6,295 6,610 6,940 7,287 7,650 Park Services Inspection Supervisor 04320 61674 7,008 7,359 7,726 8,112 8,518 8,945 Park Services Inspector I 04105 4,258 4,471 4,696 4,931 5,179 5,438 5,709 Resolution 2024-XXX 19 City Council 24 - 26 ff30 EXHIBIT A SERVICE EMPLOYEES INTERNATIONAL UNION FULL-TIME (SEIU FT) MONTHLY WAGE RATE SCHEDULE EFFECTIVE JULY 14, 2024 REVISED JULY 16, 2024 JOB TITLE JOB CODE STEP AAA STEP AA STEP A STEP B STEP C STEP D STEP E Park Services Inspector II 04106 5,281 5,544 5,823 6,113 6,419 6,740 7,076 Parking Meter Operations Supervisor 02890 5,655 5,937 6,234 6,546 6,872 7,215 7,576 Parking Meter Technician I 07160 4,322 4,538 4,767 5,006 5,256 5,518 5,794 Parking Meter Technician II 00080 5,006 5,256 5,518 5,794 6,083 6,388 6,707 Permit Services Processor 07200 4,672 4,906 5,154 5,412 5,683 5,966 6,264 Permit Services Supervisor 02590 7,180 7,540 7,918 8,314 8,730 9,167 9,625 Permit Services Technician 02580 6,023 6,326 6,641 6,974 7,323 7,688 8,072 Planning Assistant 00050 5,737 6,023 6,326 6,641 6,974 7,323 7,688 Planning Commission Secretary 07320 5,230 5,491 5,765 6,053 6,357 6,674 7,008 Planning Technician 00641 4,955 5,205 5,465 5,737 6,023 6,326 6,641 Plans Examiner 02271 8,153 8,560 8,989 9,439 9,911 10,417 10,937 Police Fiscal Services Supervisor 06295 6,546 6,872 7,215 7,576 7,956 8,354 8,773 Police Records Specialist 07220 4,096 4,301 4,517 4,742 4,980 5,230 5,491 Police Records Supervisor 07230 5,683 5,966 6,264 6,578 6,906 7,251 7,613 Police Systems Support Analyst 06475 8,518 8,945 9,393 9,862 10,365 10,883 11,427 Principal Librarian 05115 6,707 7,042 7,395 7,765 8,153 8,560 8,989 Principal Programmer Analyst 02630 9,123 9,579 10,059 10,562 11,090 11,644 12,227 Programmer Analyst 01460 7,504 7,880 8,274 8,688 9,123 9,579 10,059 Property Control Specialist 07250 4,696 4,931 5,179 5,438 5,709 5,995 6,295 Public Works Contracts Administrator 01850 6,514 6,838 7,180 7,540 7,918 8,314 8,730 Public Works Crew Leader 04040 5,709 5,995 6,295 6,610 6,940 7,287 7,650 Public Works Dispatcher 04519 4,384 4,603 4,834 5,079 5,332 5,599 5,879 Public Works Projects Manager 06140 8,476 8,900 9,345 9,814 10,313 10,828 11,370 Public Works Projects Specialist 04340 7,042 7,395 7,765 8,153 8,560 8,989 9,439 Public Works Safety Assistant 05031 4,450 4,672 4,906 5,154 5,412 5,683 5,966 Public Works Safety Coordinator 05030 6,906 7,251 7,613 7,994 8,395 8,815 9,257 Purchasing Supervisor 01340 8,032 8,436 8,857 9,301 9,765 10,262 10,775 Receptionist 00060 4,015 4,216 4,427 4,648 4,881 5,128 5,385 Records Specialist 07430 4,580 4,809 5,054 5,307 5,572 5,850 6,143 Recreation and Community Services Supervisor 01940 7,688 8,072 8,476 8,900 9,345 9,814 10,313 Recreation Program Coordinator 05330 5,179 5,438 5,709 5,995 6,295 6,610 6,940 Recreation Specialist 05310 3,503 3,678 3,861 4,055 4,258 4,471 4,696 Reprographic Equipment Operator 07260 3,900 4,096 4,301 4,517 4,742 4,980 5,230 Residential Construction Specialist 02710 6,326 61641 6,974 7,323 7,688 8,072 8,476 Revenue Supervisor 01090 6,203 6,514 6,838 7,180 7,540 7,918 8,314 Resolution 2024-XXX 19 City Council 24 - 27 / 30 EXHIBIT A SERVICE EMPLOYEES INTERNATIONAL UNION FULL-TIME (SEIU FT) MONTHLY WAGE RATE SCHEDULE EFFECTIVE JULY 14, 2024 REVISED JULY 16, 2024 JOB TITLE JOB CODE STEP AAA STEP AA STEP A STEP B STEP C STEP D STEP E Right -of -Way Coordinator 00118 4,471 4,696 4,931 5,179 5,438 5,709 5,995 Sanitation Inspector I 02200 4,955 5,205 5,465 5,737 6,023 6,326 6,641 Sanitation Inspector II 02210 6,053 6,357 6,674 7,008 7,359 7,726 8,112 Secretary 07270 4,672 4,906 5,154 5,412 5,683 5,966 6,264 Security Electronics Technician 01055 6,773 7,110 7,468 7,841 8,234 8,645 9,078 Senior Accountant 07490 7,613 7,994 8,395 8,815 9,257 9,719 10,211 Senior Accounting Assistant 07280 5,079 5,332 5,599 5,879 6,173 6,482 6,805 Senior Accounting Assistant / Systems Technician 07016 5,079 5,332 5,599 5,879 6,173 6,482 6,805 Senior Building Inspector 06430 7,287 7,650 8,032 8,436 8,857 9,301 9,765 Senior Buyer 00275 7,042 7,395 7,765 8,153 8,560 8,989 9,439 Senior Civil Engineer 02131 10,883 11,427 11,998 12,598 13,228 13,891 14,585 Senior Community Development Analyst 07584 7,841 8,234 8,645 9,078 9,533 10,009 10,509 Senior Community Planner 07610 8,900 9,345 9,814 10,313 10,828 11,370 11,940 Senior Construction Inspector 02239 7,180 7,540 7,918 8,314 8,730 9,167 9,625 Senior Correctional Records Specialist 07650 4,672 4,906 5,154 5,412 5,683 5,966 6,264 Senior Deputy City Clerk 07290 6,113 6,419 6,740 7,076 7,431 7,803 8,194 Senior Engineer (T) 02111 10,883 11,427 11,998 12,598 13,228 13,891 14,585 Senior Fleet Services Supervisor 00840 7,841 8,234 8,645 9,078 9,533 10,009 10,509 Senior Housing Specialist 01860 6,546 6,872 7,215 7,576 7,956 8,354 8,773 Senior Librarian 05109 6,173 6,482 6,805 7,145 7,504 7,880 8,274 Senior Library Technician 05075 4,931 5,179 5,438 5,709 5,995 6,295 6,610 Senior Office Assistant 07330 4,237 4,450 4,672 4,906 5,154 5,412 5,683 Senior Office Specialist 07360 3,748 3,936 4,133 4,340 4,558 4,785 5,029 Senior Park Services Inspection Supervisor 06330 7,841 8,234 8,645 9,078 9,533 10,009 10,509 Senior Permit Services Technician 02581 6,450 6,773 7,110 7,468 7,841 8,234 8,645 Senior Plan Check Engineer 00330 10,883 11,427 11,998 12,598 13,228 13,891 14,585 Senior Planner 02470 9,167 9,625 10,109 10,614 11,146 11,703 12,288 Senior Police Records Specialist 07370 4,672 4,906 5,154 5,412 5,683 5,966 6,264 Senior Programmer Analyst 01470 8,274 8,688 9,123 9,579 10,059 10,562 11,090 Senior Residential Construction Specialist 02700 6,974 7,323 7,688 8,072 8,476 8,900 9,345 Senior Systems Administrator 00990 7,251 7,613 7,994 8,395 8,815 9,257 9,719 Senior Transportation Analyst 01290 10,883 11,427 11,998 12,598 13,228 13,891 14,585 Senior Water Services Supervisor 07776 7,880 8,274 8,688 9,123 9,579 10,059 10,562 Senior Water Systems Operator 06240 6,514 6,838 7,180 7,540 7,918 8,314 8,730 Site Director 05316 5,438 5,709 51995 6,295 6,610 6,940 7,287 Resolution 2024-XXX 19 City Council 24 - 2g /30 EXHIBIT A SERVICE EMPLOYEES INTERNATIONAL UNION FULL-TIME (SEIU FT) MONTHLY WAGE RATE SCHEDULE EFFECTIVE JULY 14, 2024 REVISED JULY 16, 2024 JOB TITLE JOB CODE STEP AAA STEP AA STEP A STEP B STEP C STEP D STEP E Site Teacher 05317 4,696 4,931 5,179 5,438 5,709 5,995 6,295 Solid Waste Enforcement Officer 02741 6,388 6,707 7,042 7,395 7,765 8,153 8,560 Stock Clerk 01310 4,580 4,809 5,054 5,307 5,572 5,850 6,143 Storekeeper 01320 5,438 5,709 5,995 6,295 6,610 6,940 7,287 Stores and City Yard Property Specialist 01315 5,438 5,709 5,995 6,295 6,610 6,940 7,287 Stormwater Coordinator 00115 7,359 7,726 8,112 8,518 8,945 9,393 9,862 Street Lighting Maintenance Worker 04280 5,599 5,879 6,173 6,482 6,805 7,145 7,504 Street Maintenance Supervisor 04360 6,674 7,008 7,359 7,726 8,112 8,518 8,945 Street Painter 04160 5,029 5,281 5,544 5,823 6,113 6,419 6,740 Supervising Accountant 07500 8,476 8,900 9,345 9,814 10,313 10,828 11,370 Supervising Library Services Assistant 05055 4,340 4,558 4,785 5,029 5,281 5,544 5,823 Supervising Park Ranger 07470 6,450 6,773 7,110 7,468 7,841 8,234 8,645 Systems Administrator 00120 6,203 6,514 6,838 7,180 7,540 7,918 8,314 Systems Technician 01060 4,626 4,857 5,103 5,359 5,627 5,908 6,203 Tax Compliance Officer 01245 5,683 5,966 6,264 6,578 6,906 7,251 7,613 Teacher's Aide 05318 3,678 3,861 4,055 4,258 4,471 4,696 4,931 Telecommunications Coordinator 00710 7,576 7,956 8,354 8,773 9,211 9,673 10,160 Telecommunications Customer Service Representative 07140 4,931 5,179 5,438 5,709 5,995 6,295 6,610 Transportation Driver 01081 4,301 4,517 41742 4,980 5,230 5,491 5,765 Treasury Services Specialist 01165 5,465 5,737 6,023 6,326 6,641 6,974 7,323 Treasury Services Supervisor 07020 6,143 6,450 6,773 7,110 7,468 7,841 8,234 Tree Maintenance Supervisor 04330 6,674 7,008 7,359 7,726 8,112 8,518 8,945 Tree Trimmer 04170 5,029 5,281 5,544 5,823 6,113 6,419 6,740 Utilities Billing / Systems Technician 01215 4,906 5,154 5,412 5,683 5,966 6,264 6,578 Utilities Customer Service Supervisor 01219 6,203 6,514 6,838 7,180 7,540 7,918 8,314 Video Technician 06320 6,234 6,546 6,872 7,215 7,576 7,956 8,354 Water Conservation Specialist 07740 6,173 6,482 6,805 7,145 7,504 7,880 8,274 Water Services Crew Leader 07750 5,879 6,173 6,482 6,805 7,145 7,504 7,880 Water Services Meter Repairer I 07755 4,809 5,054 5,307 5,572 5,850 6,143 6,450 Water Services Meter Repairer 11 07756 5,281 5,544 5,823 6,113 6,419 6,740 7,076 Water Services Production Supervisor 07795 6,805 7,145 7,504 7,880 8,274 8,688 9,123 Water Services Quality Coordinator 07760 7,540 7,918 8,314 8,730 9,167 9,625 10,109 Water Services Quality Inspector 07765 6,173 6,482 6,805 7,145 7,504 7,880 8,274 Water Services Quality Supervisor 07770 6,940 7,287 7,650 8,032 8,436 8,857 9,301 Water Services Supervisor 07775 6,940 7,287 7,650 8,032 8,436 8,857 9,301 Resolution 2024-XXX 19 City Council 24 - 2g / 30 EXHIBIT A SERVICE EMPLOYEES INTERNATIONAL UNION FULL-TIME (SEIU FT) MONTHLY WAGE RATE SCHEDULE EFFECTIVE JULY 14, 2024 REVISED JULY 16, 2024 JOB TITLE JOB CODE STEP AAA STEP AA STEP A STEP B STEP C STEP D STEP E Water Services Utility Inspector 07780 6,173 6,482 6,805 7,145 7,504 7,880 8,274 Water Services Worker I 07785 4,258 4,471 4,696 4,931 5,179 5,438 5,709 Water Services Worker II 07790 4,809 5,054 5,307 5,572 5,850 6,143 6,450 Water Systems Electrician 04540 6,514 6,838 7,180 7,540 7,918 8,314 8,730 Water Systems Operator I 00880 4,881 5,128 5,385 5,655 5,937 6,234 6,546 Water Systems Operator II 00920 5,385 5,655 5,937 6,234 6,546 6,872 7,215 Water Systems Operator III 04530 5,765 6,053 6,357 6,674 7,008 7,359 7,726 Web Systems Technician 01006 4,626 4,857 5,103 5,359 5,627 5,908 6,203 Website Entry Specialist 01005 4,055 4,258 4,471 4,696 4,931 5,179 5,438 Work Center Coordinator 02390 9,345 9,814 10,313 10,828 11,370 11,940 12,535 Workforce Specialist I 08371 4,626 4,857 5,103 5,359 5,627 5,908 6,203 Workforce Specialist II 08372 5,205 5,465 5,737 6,023 6,326 6,641 6,974 Workforce Specialist III 08373 5,737 6,023 6,326 6,641 6,974 7,323 7,688 Workforce Specialist IV 08374 7,504 7,880 8,274 8,688 9,123 9,579 10,059 Youth Services Technician 05313 4,471 4,696 4,931 5,179 5,438 51709 5,995 Zoo Curator 05430 6,053 6,357 6,674 7,008 7,359 7,726 8,112 Zoo Curator of Education 05450 6,173 6,482 6,805 7,145 7,504 7,880 8,274 Zoo Curator of Health 05451 5,966 6,264 6,578 6,906 7,251 7,613 7,994 Zoo Education Specialist 00930 4,857 5,103 5,359 5,627 5,908 6,203 6,514 Zoo Keeper I 05420 4,096 4,301 4,517 4,742 4,980 5,230 5,491 Zoo Keeper II 05410 4,742 4,980 5,230 5,491 5,765 6,053 6,357 Zoo Operations Coordinator 05485 5,332 5,599 5,879 6,173 6,482 6,805 7,145 The (T) designates a terminal classification. A position classification that has been designated as terminal by formal City Council action will be deleted from the City's Classification and Compensation Plan when vacated by its last remaining incumbent. No new appointments may be made to a classification that has been so assigned. Resolution 2024-XXX 19 City Council 24 - 30 / 30 EXHIBIT A SERVICE EMPLOYEES INTERNATIONAL UNION PART-TIME (SEIU PT) HOURLY WAGE RATE SCHEDULE EFFECTIVE JULY 14, 2024 REVISED JULY 16, 2024 JOB TITLE JOB CODE STEP A STEP B STEP C STEP D STEP E Account Clerk I 09041 21.50 22.54 23.67 24.86 26.09 Account Clerk II 09042 23.78 24.96 26.24 27.52 28.90 Administrative Aide 09770 27.26 28.62 30.04 31.55 33.13 Animal Keeper 09000 17.13 17.99 18.89 19.83 20.82 Building Maintenance Assistant 09215 23.43 24.59 25.82 27.14 28.46 Cashier 09040 16.65 17.48 18.35 19.27 20.23 Clerical Aide 09060 16.98 17.84 18.69 19.62 20.60 Combination Inspector 09800 33.30 34.93 36.72 38.54 40.49 Community Center Aide (Part -Time) 09100 22.26 23.37 24.54 25.77 27.06 Computer Technician 09690 21.66 22.74 23.89 25.10 26.37 Customer Service Clerk 09780 22.32 23.43 24.60 25.83 27.14 Data Entry Clerk 09120 18.51 19.45 20.45 21.45 22.53 Engineering Apprentice 09471 22.90 24.05 25.25 26.51 27.84 Equipment Service Attendant 09140 20.84 21.85 22.98 24.09 25.33 General Maintenance Assistant (Part -Time) 09300 18.09 19.01 19.97 20.97 22.03 Information Desk Clerk 09755 18.69 19.62 20.60 21.63 22.71 Janitor 09170 17.07 17.92 18.82 19.76 20.77 Library Associate 09271 20.91 21.96 23.05 24.21 25.43 Library Clerk I 09200 17.42 18.27 19.19 20.18 21.16 Library Clerk II 09210 19.30 20.25 21.24 22.32 23.43 Lifeguard (Part -Time) 05311 18.99 19.96 20.97 22.02 23.13 Maintenance Attendant (Part -Time) (T) 09230 16.54 17.37 17.94 18.84 19.78 Mobile Library Clerk 09280 21.22 22.32 23.40 24.59 25.82 Municipal Utility Reader / Collector 09775 21.36 22.43 23.53 24.72 25.96 Page 09290 16.54 17.37 17.94 18.84 19.78 Park Ranger (Part -Time) 03615 30.03 31.54 33.11 34.79 36.54 Parking Meter Technician I (Part -Time) 07161 27.50 28.88 30.32 31.84 33.43 Permit Parking Aide 09505 23.05 24.20 25.43 26.68 28.01 Permit Services Technician (Part -Time) 02579 38.31 40.24 42.25 44.35 46.57 Tanning Technician (Part -Time) 09135 27.38 28.74 30.19 31.70 33.30 Police Records Clerk 09330 20.24 21.22 22.32 23.40 24.59 Police Supply Clerk 09340 20.30 21.32 22.39 23.51 24.69 Pool Manager (Part -Time) 05315 23.37 24.54 25.77 27.06 28.41 Program Leader I (Part -Time) 09360 16.61 17.44 18.31 19.23 20.19 Program Leader II (Part -Time) 09395 18.09 19.01 19.97 20.97 22.03 urchasing Clerk 09720 21.41 22.48 23.63 24.79 26.02 Resolution 2024-XXX la City Council 24 - 31 ff30 EXHIBIT A SERVICE EMPLOYEES INTERNATIONAL UNION PART-TIME (SEIU PT) HOURLY WAGE RATE SCHEDULE EFFECTIVE JULY 14, 2024 REVISED JULY 16, 2024 JOB TITLE JOB CODE STEP A STEP B STEP C STEP D STEP E Right -of -Way Technician 09900 17.22 18.09 19.03 19.96 20.93 Senior Clerical Aide 09070 18.69 19.62 20.60 21.63 22.71 Senior Library Associate 09270 22.20 23.30 24.44 25.69 26.96 Senior Lifeguard (Part -Time) 05314 21.20 22.26 23.37 24.54 25.77 Senior Maintenance Aide 09250 16.67 17.49 18.36 19.30 20.27 Senior Maintenance Worker 09260 20.27 21.28 22.34 23.46 24.63 Senior Office Assistant (Part -Time) 09090 22.27 23.38 24.55 25.78 27.07 Senior Program Leader (Part -Time) 08160 20.19 21.20 22.26 23.37 24.54 Senior Special Employment Counselor 08370 17.22 18.09 19.03 19.96 20.93 Stores Aide 09460 19.88 20.88 21.89 23.01 24.13 Substitute Teacher (Part -Time) 05319 29.88 31.37 32.94 34.59 36.32 Tutor 08420 17.22 18.08 18.98 19.93 20.93 Water Conservation Representative 09960 17.59 18.46 19.37 20.34 21.40 The (T) designates a terminal classification. A position classification that has been designated as terminal by formal City Council action will be deleted from the City's Classification and Compensation Plan when vacated by its last remaining incumbent. No new appointments may be made to a classification that has been so assigned. Resolution 2024-XXX 19 City Council 24 - 32 / 30 Public Works Agency www.santa-ana.org/public-works Item # 25 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 16, 2024 TOPIC: Summary Vacation and Exempt Surplus Property AGENDA TITLE Adopt Resolution to Summarily Vacate a Portion of Bristol Street - Abandonment 23-02 and Adopt Resolution Declaring Property as Exempt Surplus RECOMMENDED ACTION 1. Adopt a resolution to summarily vacate excess Bristol Street right-of-way formerly portions of 1601 and 1607 North Bristol Street; Abandonment 23-02. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA SUMMARILY VACATING A PORTION OF A PUBLIC RIGHT-OF-WAY ADJACENT TO 1601 AND 1607 NORTH BRISTOL STREET (ABANDONMENT NO. 2023-02) [includes determination that the vacation of the Vacation Area is exempt from environmental review under the California Environmental Quality Act (CEQA) pursuant to section 15378 of the State CEQA Guidelines because it can be seen with certainty that there is no possibility that it will have a significant impact of the environment.] 2. Adopt a resolution declaring City -owned property as exempt surplus land and directing the City Manager or designee to comply with the requirements of Government Code §54220 et seq. for the sale and transfer of ownership accordingly. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING PROPERTY NEAR 1601 AND 1607 NORTH BRISTOL AS EXEMPT SURPLUS LAND AND DIRECTING THE CITY MANAGER TO FOLLOW THE PROCEDURES SET FORTH IN THE SURPLUS LAND ACT, CALIFORNIA GOVERNMENT CODE SECTION 54220, ET SEQ., AS AMENDED, FOR THEIR DISPOSITION [includes determination that the sale of the property as surplus is exempt from environmental review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15312 (Surplus Government Property Sales).] GOVERNMENT CODE §84308 APPLIES: Yes City Council 25 — 1 7/16/2024 Summary Vacation and Exempt Surplus Property July 16, 2024 Page 2 DISCUSSION The Public Works Agency oversees all street vacation and abandonments throughout City boundaries. Bristol Center Properties, LLC has applied to vacate a 392 square -foot portion of Bristol Street right-of-way with the intention of purchasing the land from the City and incorporating it into a restaurant development site. The conveyance requires a series of actions beginning with the two recommended actions. Background During the course of the Bristol Street Improvement Project, the Public Works Agency acquired properties along the Bristol Street corridor. The City purchased properties at 1601 North Bristol Street (APN 405-252-21) and 1607 North Bristol (APN 405-252-22) to accommodate the Bristol Street Improvements from Washington Street to 171" Street using Orange County Transportation Authority (OCTA) funding appropriated for this project. A portion of this property (Exhibit 1) remains unused and unneeded following project construction, and can be made available for purposes of exchange or sale. On November 12, 2019, the City designated portions of 1601 and 1607 North Bristol Street as public street right of way (Exhibit 2) through the recordation of a grant deed. On December 21, 2021, the City Council approved the sale of remnants of 1601 and 1607 North Bristol Street (Exhibit 2) to Southwest Properties Group. The sale from the City to Southwest Properties Group and a subsequent property transfer to Bristol Center Properties, LLC were recorded on May 19, 2022. The disposition of the Remnant Portion was conducted in accordance with the California Surplus Lands Act (SLA), Government Code (GC) §54220 et seq. In 2023, Bristol Center Properties, LLC. submitted applications to the City to develop the Remnant Portion with a drive -through coffee restaurant. Subsequently, during the Site Plan review process for the development project, staff determined that a 392 square - foot portion (Exhibit 2) of Bristol Street right of way, is situated outside the limits of the street improvements (Exhibit 3). Staff determined that the right of way could potentially be vacated and incorporated into the private property site to facilitate a more efficient development. Street Vacation A title report supplied by the applicant identified the City of Santa Ana as fee owner of the Vacation Portion. Because the subject portion of property is designated as street right of way owned in fee by the City of Santa Ana, it must be vacated in order to be later conveyed to Bristol Center Properties, LLC. On April 8, 2024, the City of Santa Ana Planning Commission adopted a Resolution 2024-06 (Exhibit 4) finding that Abandonment 23-02 is in conformance with the City of Santa Ana 2022-2045 General Plan. At this segment, the improved width of Bristol Street City Council 25 — 2 7/16/2024 Summary Vacation and Exempt Surplus Property July 16, 2024 Page 3 varies from 128 feet to 140 feet, which is consistent with the General Plan Mobility Element. This abandonment is being processed as a summary vacation because the area has never been, nor is it planned to be, improved for public street purposes. City staff recommends the action because the excess area offers no present or prospective use to the City. There are no visible utilities in the area, however an easement for any potential existing utilities will be reserved in the resolution of vacation. Exempt Surplus Land The subject 392 square -foot property identified as the Vacation Portion will be disposed of in accordance with the SLA, as amended this year. The property meets the SLA definition of "exempt surplus land" under size and proximity allowances of GC 54221(f)(1)(B), and under former street right of way allowances of GC 54221 (f)(1)(E). staff is requesting City Council to adopt a resolution declaring the property as exempt surplus land (Exhibit 5). After adoption of the resolution, staff will continue to comply with requirements of the SLA, including providing the California Department of Housing and Community Development with a copy of the resolution at least 30 days prior to the disposition of the property. After completion of the prescribed time period, the City may negotiate with the applicant for the sale of the property. The vacated parcel will be merged with the larger adjacent parcel as a condition of the purchase and sale agreement which will be presented to City Council for approval at a future meeting. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the proposed abandonment is exempt from further review per section 15305. Categorical Exemption will be filed for this abandonment. FISCAL IMPACT There is no fiscal impact associated with these actions. The staff report for any subsequent approval of a purchase and sale agreement will include a request for approval appropriation adjustment to recognize funds received. EXHIBIT(S) 1. Location Map 2. Street Right of Way -Remnant -Vacation Area Map 3. Street Level View of Vacation Area 4. Planning Commission Resolution 5. Abandonment Resolution 6. Exempt Surplus Property Resolution Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Approved By: Alvaro Nunez, Acting City Manager City Council 25 — 3 7/16/2024 17TH STREET N L FQFNo PORTIONS OF 1601 & 1607 N. BRISTOL STREET APN 405-252-21 & 22 VACATION LIMITS ZONING APPROK AREA BRISTOL STREET 392 SF CORRIDOR SPECIFIC PLAN (SUBSTANDARD) City Council 25 — 4 7/16/2024 EXHIBIT 2 0 0 City Council W', '11 ngff�-- 1pcU EXHIBIT 2 25 — 5 7/16/2024 © 2012-2017 Digital Map Products. All rights reserved. 33 feet N EXHIBIT 3 City Council 25-6 7/16/2024 EXHIBIT 4 RESOLUTION NO. 2024-06 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA DETERMINING GENERAL PLAN CONFORMITY FOR THE VACATION OF EXCESS BRISTOL STREET ADJACENT TO 1601 AND 1607 NORTH BRISTOL STREET WHEREAS, California Streets and Highways Code Section 8300 et seq. authorizes the City of Santa Ana to vacate all or any portion of any street or highway within its boundaries and under its jurisdiction to terminate the public's right to use such street; and WHEREAS, pursuant to Califomia Government Code section 65042(a), street vacations must first be submitted to and reported upon by the Planning Commission for conformance with the General Plan; and WHEREAS, to accommodate widening and improvement of Bristol Street, the City acquired properties at 1601 North Bristol Street and 1607 North Bristol Street; and WHEREAS, on November 12, 2019, the City of Santa Ana Public Works Agency Director designated a portion 1601 and 1607 North Bristol Street as public street right of way; and WHEREAS, a portion of the area designated as Bristol Street public right of way is situated outside the limits of the Bristol Street improvements, the City desires to vacate its interest in a 392 square -foot portion of Bristol Street adjacent to 1601 and 1607 North Bristol Street, as shown on Exhibit A ("Vacation Area"); and WHEREAS, the Vacation Area is the unimproved portion of Bristol Street right of way located immediately adjacent to property 1601 and 1607 North Bristol Street, which is owned by Bristol Center Properties LLC; and WHEREAS, Bristol Center Properties, LLC submitted applications to the City to approve a Better Buzz drive through coffee restaurant; and WHEREAS, Bristol Center Properties, LLC has requested that the City vacate the unimproved portion of Bristol Street and to incorporate the property into the Better Buzz drive through coffee restaurant in order to provide a more efficient development; and WHEREAS, the Vacation Area is unnecessary for present or prospective public use, as determined by the City's Public Works Agency; and WHEREAS, by separate City Council action and following a finding of conformity with the City's General Plan by the Planning Commission, the City desires to vacate the Vacation Area. No. 2024-06 City Council NOW THEREFORE, BE IS RESOLVED by the Planning Commission of the City of Santa Ana as follows: Section 1. The Planning Commission hereby determines that the proposed vacation of the Vacation Area, as shown on Exhibit A, is in conformance with the City's 2022 General Plan. The decision is based upon the Request for Planning Commission Action dated April 8, 2024, and exhibits attached thereto, and the public testimony, written and oral, all of which are incorporated herein by this reference. The proposed vacation is in conformance with the Land Use Element of the City's 2022- 2045 General Plan Goal LU-2, Policy LU-2.6 (Encourage Investment). The proposed vacation will convert a currently undeveloped, unutilized and unattractive space, which has the potential to collect trash and must be maintained by the City, into a landscaped and privately maintained element of a new commercial site. The proposed vacation is also in conformance with the Mobility Element of the City's 2022-2045 General Plan as follow: • Goal M-1, Policy 1.9 (Regional Consistency). The proposed vacation of an unimproved section of roadway will remove excess right of way beyond current improvements, and leave intact a portion of Bristol Street that is fully improved with pavement, bike lanes and sidewalks, and which is consistent with the standards of Orange County Transportation Authority Master Plan of Arterial Highways • Goal M-4, Policy 4.2 (Project Review). The proposed vacation allows additional space for on -site circulation sufficient to reduce the number of curb -cut access points from two driveways to one driveway. The reduction in driveways limits the number of conflict points for pedestrians in the sidewalk and cyclists in the bike lane. The reduction in driveway curb -cuts also results in less removal of the protected bike lane raised median. Section 2. The proposed vacation of the Vacation Area is exempt from review under the California Environmental Quality Act pursuant to section 15061(b)(3) of the State CEQA Guidelines because it can be seen with certainty that there is no possibility that it will have a significant impact on the environment. The proposed vacation is also exempt from CEQA review under section 15305 of the State CEQA Guidelines. Resolution No. 2024-06 Page 2 of 4 City Council 25 — 8 7/16/2024 ADOPTED this 8th day of April, 2024. AYES: Commissioners: Carl Benninger, Manuel J. Escamilla, Christopher Leo, Jennifer Oliva, Bao Pham, Isuri Ramos, Alan Woo (7) NOES: Commissioners: (0) ABSENT: Commissioners: (0) ABSTENTIONS: Commissioners: (0) APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney A By: Assistant City Attorn Resolution No. 2024-06 Page 3 of 4 City Council 25 — 9 7/16/2024 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Nuvia Ocampo, Recording Secretary, do hereby attest to and certify the attached Resolution No. 2024-06 to be the original resolution adopted by the Planning Commission of the City of Santa Ana on April 8, 2024. Date: 4/8/2024 �liur.�rw �c can Recording Secretary City of Santa Ana Resolution No. 2024-06 Page 4 of 4 City Council 25 — 10 7/16/2024 EXHIBIT 5 RESOLUTION NO. 2024-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA SUMMARILY VACATING A PORTION OF A PUBLIC RIGHT-OF-WAY ADJACENT TO 1601 AND 1607 NORTH BRISTOL STREET (ABANDONMENT NO. 2023-02) WHEREAS, Chapter 4 of the California Streets and Highways Code section 8330 et seq. provides for summary vacation of streets and public service easements; and WHEREAS, California Streets and Highways Code sections 8333 and 8334 authorizes the City Council to summarily vacate: (1) an excess right-of-way of a street or highway not required for street or highway purposes; (2) an easement that has not been used for the purpose for which it was dedicated or acquired for five consecutive years immediately preceding the proposed vacation; and (3) an easement that has been determined to be excess by the easement holder, and there are no other public facilities located within the easement; and WHEREAS, following an earlier finding of conformity with the City's General Plan by the Planning Commission, as reported by the Planning Commission and required under California Government Code section 65042(a); the City desires to vacate a 392 square - foot portion of Bristol Street, as shown on Exhibit A ("Vacation Area"), and WHEREAS, the properties at 1601 and 1607 North Bristol Street were acquired for the purposes of widening and improving Bristol Street; and WHEREAS, the City designated portions of 1601 and 1607 North Bristol Street, including the Vacation Area, as public street right of way through recordation of a grant deed -land WHEREAS, the Vacation Area is situated outside the limits of the Bristol Street improvements; and WHEREAS; the Vacation Area constitutes an excess right-of-way not required for street purposes; and WHEREAS, the Vacation Area has not been used for the purpose for which it was dedicated or acquired for five consecutive years immediately preceding this vacation; and WHERAS, the Vacation Area has been determined to be excess by the City, and there are no other public facilities located within the Vacation Area; and WHEREAS, the Vacation Area could potentially be incorporated into the adjacent private property site to facilitate a more efficient development; and Resolution No. 2023-XXX City Council 25 —11 7/16/ 4 °f 4 WHEREAS, the City desires to vacate its interest in the Vacation Area; and WHEREAS; the Public Works Agency has conducted an analysis of the subject abandonment and has determined that there are no issues with summarily vacating the Vacation Area presently or in the future, as the Vacation Area (1) is an excess right-of-way of a street or highway not required for street or highway purposes; (2) has not been used for the purpose for which it was dedicated or acquired for five consecutive years immediately preceding this vacation; and (3) has been determined to be excess by the City, and there are no other public facilities located within the Vacation Area. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The recitals set forth above are adopted as findings in support of this Resolution. Section 2. The street right of way described in Exhibit A is hereby ordered vacated. Section 3. From and after the date of recordation of this resolution, the right of way described in Exhibit A will no longer constitute a street easement. Section 4. Except for the reservation of the easement described herein, the Vacation Area, as shown on Exhibit A, is hereby vacated pursuant to Chapter 4 of Part 3 of Division 9 of the streets and Highways Code. Section 5. The vacation of the Vacation Area is exempt from review under the California Environmental Quality Act pursuant to section 15378 of the State CEQA Guidelines because it can be seen with certainty that there is no possibility that it will have a significant impact of the environment. Section 6. All entities having any right, title, or interest in the street right of way being vacated have been notified of this action. Section 7. The City hereby reserves and excepts from vacation, pursuant to section 8340 of California Streets and Highways Code, the easement and right at any time, or from time to time, to construct, maintain, operate, replace, remove, and renew sanitary sewers and storm drains and appurtenant structures in, upon, over, and across a street or highway proposed to be vacated and, pursuant to any existing franchise or renewals thereof, or otherwise, to construct, maintain, operate, replace, remove, renew, and enlarge lines of pipe, conduits, cables, wires, pole, and other convenient structures, equipment, and fixtures for the operation of gas pipelines, telegraphic and telephone lines, railroad lines, and for the transportation or distribution of electric energy, petroleum and its products, ammonia, and water, and incidental purposes, including access to protect these works from all hazards in, upon, and over the street or highway proposed to be vacated. Resolution No. 2023-XXX City Council 25 — 12 7/16/ 42of 4 Section 8. The City Clerk is hereby directed to cause a certified copy hereof, attested under seal, to be recorded in the Office of the Recorder of Orange County. Section 9. The Vacation Area shall not be deemed vacated until this Resolution is recorded. Section 10. 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 161" day of July, 2024. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By:_ ►r l Jose Montoya Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN NOT PRESENT Councilmembers Councilmembers Valerie Amezcua Mayor Resolution No. 2023-XXX City Council 25 — 13 7/16/fd73 of 4 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Jennifer L. Hall, City Clerk, do hereby certify the attached Resolution No. 2024 - to be the original resolution adopted by the City Council of the City of Santa Ana on , 2024. Date: City Clerk City of Santa Ana Resolution No. 2023-XXX City Council 25 — 14 7/16/ 44 of 4 EXHIBIT A 1'e'el MID ion r p I I 1 oaf i icy R A 33 feet N tCity Counc� 25-15 © 2012-2017 Digital Map Products. All rights reserved. 7/16/2024 1 EXHIBIT 6 RESOLUTION NO. 2024-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING PROPERTY NEAR 1601 AND 1607 NORTH BRISTOL AS EXEMPT SURPLUS LAND AND DIRECTING THE CITY MANAGER TO FOLLOW THE PROCEDURES SET FORTH IN THE SURPLUS LAND ACT, CALIFORNIA GOVERNMENT CODE SECTION 54220, ET SEQ., AS AMENDED, FOR THEIR DISPOSITION 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 (the "City") is the owner in fee simple of a real property asset which was acquired for Bristol Street improvement project now completed, as described on Exhibit A (referred to as the "Property"). B. The Property is a remnant parcel from a full parcel acquisition that was made following the City's environmental analysis that the project impacts could not be adequately mitigated if only a partial acquisition was made. C. On November 12, 2019, the Property was a portion of a larger parcel which was designated as public street right of way through recordation of a grant deed. D. The Property lies outside of the Bristol Street improvements. E. On July 16, 2024, the City summarily vacated the public street right of way over the Property. F. The Property remains vacant. G. The City's Public Works Agency has ongoing fencing and cleanup costs associated with maintenance and security of the Property. H. Proceeds from the sale of the Property will benefit the Bristol Corridor or other Right -of -Way projects, and the property tax generated may provide funding to enhance City services. Future development of the Resolution No. 2024-XXX Page 1 of 4 City Council 25 — 16 7/16/2024 Property would also eliminate blight and promote neighborhood liability and sustainability. The Property has become surplus within the meaning of the California Surplus Land Act ("SLA"), Government Code section 54220 et seq., as amended, and is not necessary for the City's use. J. The Property is "exempt" under the SLA. Exempt Properties may be declared "exempt surplus land" and must be supported by written findings before a local agency may take any action to dispose of the Property consistent with statutory requirements, SLA guidelines, and/or a local agency's policies or procedures. K. The Property qualifies under Government Code section 54221(f)(1)(B). Specifically, the exempt Property is less than one-half acre in area and is not contiguous to land owned by a state or local agency that is used for open -space or low- and moderate -income housing purposes. L. The Property qualifies under Government Code section 54221(f)(1)(E). Specifically, the exempt Property is Surplus land that is a former street, right of way, or easement, and will be conveyed to an owner of an adjacent property. M. The exempt Property shall be sold to a contiguous land owner of the Property, otherwise the Property shall not be considered "exempt" under 54221(f)(1)(E). N. None of the characteristics listed under Government Code section 54221, subdivision (f)(2) apply to the Property. Specifically, the Property is not within a Coastal Zone, nor is it Adjacent to a historical unit of the State Parks System, nor is it listed on, or determined by the State Office of Historic Preservation to be eligible for, the National Register of Historic Places, nor is it Within the Lake Tahoe region as defined in Government Code section 66905.5, otherwise the City would be required to provide a written notice of availability for open -space purposes to entities described in Government Code section 54222, subdivision (b). O. The City is determining that the Property identified in Exhibit A is, in fact, exempt surplus land under the SLA and City will notify the Department of Housing and Community Development no less than thirty (30) days prior to the disposing of any exempt surplus land. Resolution No. 2024-XXX Page 2 of 4 City Council 25 — 17 7/16/2024 Section 2. The City Council hereby finds and declares that the Property is no longer necessary for the City's use and is therefore exempt surplus land, as the terms are defined in California Government Code section 54221, et seq., as amended, based on the true and correct written findings found in Section 1, incorporated herein by this reference. Section 3. The City Council hereby authorizes the City Manager to send written notices of availability of the Property as described in California Government Code section 54222, to negotiate the terms of any proposed sale of the Property with the owner of the adjacent property, and to otherwise follow the procedures of the Surplus Land Act, California Government Code section 54220, et seq., as amended, with respect to the disposition of the Property. Section 4. Any proposed agreements for the sale of the Property shall be subject to the approval of the City Council. Section 5. Sale of the Property as surplus is exempt from environmental review under the California Environmental Quality Act ("CEQA") pursuant to CEQA Guidelines section 15312 (Surplus Government Property Sales). However, if development was proposed on the Property by a subsequent buyer, then that development would be reviewed under CEQA. Section 6. This Resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall attest to and certify the vote adopting this Resolution. ADOPTED this day of , 2024 Valerie Amezcua Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: . onathan T. Martinez Assistant City Attorney Resolution No. 2024-XXX Page 3 of 4 City Council 25 — 18 7/16/2024 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, JENNIFER L. HALL, City Clerk, do hereby attest to and certify the attached Resolution No. 2024-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: City Clerk Resolution No. 2024-XXX Page 4 of 4 City Council 25 — 19 7/16/2024 EXHIBIT "A" LEGAL DESCRIPTION IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING THOSE PORTIONS OF LOTS 3 AND 5, OF SURVEYOR'S MAP, PER MAP FILED IN BOOK 3, PAGE 12 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, ALSO BEING A PORTION OF THAT CERTAIN PARCEL CONVEYED TO THE CITY OF SANTA ANA BY DEED FOR PUBLIC STREET PURPOSES RECORDED NOVEMBER 12, 2019 PER INSTRUMENT NO. 2019000448315, OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT OF INTERSECTION WITH THE SOUTHERLY LINE OF LOT 7 OF SAID SURVEYOR'S MAP, AND A LINE PARALLEL WITH AND 64.00 FEET EASTERLY OF THE CENTERLINE OF BRISTOL STREET, SAID POINT BEING THE SOUTHEAST CORNER OF SAID PARCEL CONVEYED TO THE CITY OF SANTA ANA; THENCE PARALLEL WITH SAID CENTERLINE OF BRISTOL STREET, NORTH 01032,07" EAST, A DISTANCE OF 87.83 FEET TO THE BEGINNING OF A CURVE CONCAVE EASTERLY, AND HAVING A RADIUS OF 100.00 FEET, BEING THE POINT OF BEGINNING OF THE PARCEL OF LAND TO BE DESCRIBED; THENCE NORTHERLY ALONG SAID CURVE 40.66 FEET THROUGH A CENTRAL ANGLE OF 23017'43"; THENCE NORTH 24049'50" EAST, CONTINUING ALONG SAID PARCEL CONVEYED TO CITY OF SANTA ANA, A DISTANCE OF 11.87 FEET TO THE BEGINNING OF A NON- TANGET CURVE CONCAVE NORTHWESTERLY, AND HAVING A RADIUS OF 100.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE 37.47 FEET THROUGH A CENTRAL ANGLE OF 21 °28'15" TO A POINT ON THE NORTH LINE OF SAID LOT 3, A RADIAL LINE TO THE BEGINNING OF CURVE BEARS SOUTH 65005'14" EAST, SAID POINT LYING DISTANT 85.00 FEET EASTERLY AND PERPENDICULAR TO SAID CENTERLINE OF BRISTOL STREET; THENCE NORTH 89011'43" WEST ALONG THE NORTHERLY LINE OF SAID LOT 3, ALSO BEING THE NORTHERLY LINE OF SAID PARCEL CONVEYED TO CITY OF SANTA ANA, A DISTANCE OF 9.89 FEET TO THE BEGINNING OF A NON-TANGET CURVE CONCAVE NORTHWESTERLY, AND HAVING A RADIUS OF 185.00 FEET, A RADIAL LINE TO THE BEGINNING OF CURVE BEARS SOUTH 87013'16" EAST; THENCE SOUTHERLY ALONG SAID CURVE 27.88 FEET THROUGH A CENTRAL ANGLE OF 8038'09"; THENCE SOUTH 11 024'53" WEST, A DISTANCE OF 42.82 FEET TO THE BEGINNING OF A CURVE CONCAVE EASTERLY, AND HAVING A RADIUS OF 72.00 FEET; City Council Page 1 of25 — 20 7/16/2024 THENCE SOUTHERLY ALONG SAID CURVE 12.41 FEET THROUGH A CENTRAL ANGLE OF 9052'46" TO A LINE PARALLEL WITH AND 64.00 FEET EASTERLY OF THE CENTERLINE OF SAID BRISTOL STREET; THENCE SOUTH 1 °32'07" WEST ALONG SAID PARALLEL LINE, A DISTANCE OF 4.41 FEET TO THE POINT OF BEGINNING. CONTAINING 392 SQUARE FEET, MORE OR LESS. SUBJECT TO ALL COVENANTS, CONDITIONS, RESERVATIONS, RETRICTIONS, RIGHTS OF WAY AND EASEMENTS OF RECORD, IF ANY. THE BEARING USED FOR BRISTOL STREET IS NORTH 1 °32'07" EAST, PER RECORD OF SURVEY 2011-1081 FILED IN BOOK 253, PAGES 17 THROUGH 20, OF RECORDS OF SURVEY, IN THE OFFICE OF SAID COUNTY RECORDER OF ORANGE COUNTY. ALL AS SHOWN ON EXHIBIT "B", ATTACHED HERETO AND BY THIS REFERENCE MADE A PART THEREOF. -, PREPARED BY ME OR UNDER MY DIRECTION STEFAN �} LANTHI ER � f G i.; I - -:5 ' No. L57259 STEFAN C. LANTHIER, PLS DATE �P City Council 25 — 21 7/16/2024 EXHIBIT H SKETCH TO ACCOMPANY LEGAL DESCRIPTION _ q 17TH STREET 90°43'50" PER RS 2011-1081 r - - _-____�,__ �— I S87°1316" E R I gp�0 W I '��oo ��� I W i �S6S OS, T, Q NI I I cf) 30'LLj I LQ RLLJ Q31 to I tiQ N°jv N� N89°11'43"W PER RS 2011-10E N86°33'29.,kFR g NORTH LINE N .0 g OF LOT 3 LOU 3 D g I ♦^ g V, I Cl-ti I � R= �o 72.00' a o m A=9°52'46" L=12.41' J S1 °32'07"W I 4.41' I� I L 164' I I I I I I i N NOTE. BEARINGS ARE BASED ON THE CENTERLINE OF BRISTOL STREET WHICH BEARS NO I °32'07 E R.S. SCALE 1 "=20' 201 1-1081 FILLED IN B. 253, P. 17-20. CITY OF SANTA ANA, COUNTY OF ORANGE, CALIFORNIA :3 •: STREET VACATION 392 SO./FT. LOT 5 O.0 N89°11'43"W P C. L.S.7259 OF ChO RI: LEGEND DENOTES STREET VACATION AREA Cornerstone Land Surveying Inc. Civil • Surveying • Planning 20730 Knob Place Perris, CA 92570 PH 951-736-0200 SHEET 1 OF 1 12-01- 23 —DATE City Clerks Office https://www.santa-ana.org/cityclerk Item # 26 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 16, 2024 TOPIC: Arguments, Rebuttal Arguments, and Impartial Analysis of Four Ballot Measures on the Ballot for the November 5, 2024 General Municipal Election. TITLE Consider Whether to Adopt Resolutions Authorizing Arguments, Rebuttal Arguments, and Impartial Analysis of Four Ballot Measures on the Ballot for the November 5, 2024 General Municipal Election RECOMMENDED ACTION 1. Consider whether to approve RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING WRITTEN ARGUMENTS FOR THE BALLOT MEASURE SUBMITTED FOR THE NOVEMBER 5, 2024 GENERAL MUNICIPAL ELECTION REGARDING A PROPOSED CHARTER AMENDMENT TO AMEND CHARTER SECTIONS 401.5, 611, 702, 703, 1002 AND 1003 TO DELETE REFERENCES TO OBSOLETE JOB TITLES AND OBSOLETE BONDING REQUIREMENTS, SPECIFY THAT ALL DEPARTMENT HEADS ARE AT -WILL EMPLOYEES, ADDRESS DEFINITIONS OF FUNDS AND LEVIES FOR COMPLIANCE WITH STATE LAW, AUTHORIZE LIMITED PURCHASING AUTHORITY FOR THE CITY CLERK AND CITY ATTORNEY AND REQUIRE THE CITY COUNCIL TO ADOPT AN ORDINANCE TO ENFORCE THE ETHICS CODE; 2. Consider whether to approve RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING WRITTEN ARGUMENTS FOR THE BALLOT MEASURE SUBMITTED FOR THE NOVEMBER 5, 2024 GENERAL MUNICIPAL ELECTION REGARDING A PROPOSED CHARTER AMENDMENT TO AMEND CHARTER SECTION 402 TO INDEX COUNCIL COMPENSATION AT A SALARY OF THIRTY-THREE (33%) PERCENT OF THAT OF AN ORANGE COUNTY SUPERIOR COURT JUDGE; 3. Consider whether to approve RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING WRITTEN ARGUMENTS FOR THE BALLOT MEASURE City Council 26 — 1 7/16/2024 Arguments, Rebuttal Arguments, and Impartial Analysis of Four Ballot Measures on the Ballot for the November 5, 2024 General Municipal Election July 16, 2024 Page 2 SUBMITTED FOR THE NOVEMBER 5, 2024 GENERAL MUNICIPAL ELECTION REGARDING A PROPOSED CHARTER AMENDMENT TO AMEND CHARTER SECTION 1203 TO PERMIT NONCITIZEN VOTING IN ALL CITY MUNICIPAL ELECTIONS; and 4. Consider whether to approve RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING WRITTEN ARGUMENTS FOR THE BALLOT MEASURE SUBMITTED FOR THE NOVEMBER 5, 2024 GENERAL MUNICIPAL ELECTION REGARDING WHETHER TO ADOPT A RENT STABILIZATION AND JUST CAUSE EVICTION ORDINANCE. GOVERNMENT CODE §84308 APPLIES: No DISCUSSION A General Municipal Election of the City of Santa Ana will be held on November 5, 2024, at which there will be submitted to the qualified electors of the City four (4) ballot measures: 1. Whether to amend Santa Ana City Charter Sections 401.5, 611, 702, 703, 1002, and 1003 to delete references to obsolete job titles and obsolete bonding requirements, specify that all department heads are at -will employees, address definitions of funds and levies for compliance with state law, authorize limited purchasing authority for the City Clerk and City Attorney, and require the City Council to adopt an ordinance to enforce the Ethics Code; 2. Whether to amend Santa Ana City Charter Section 402 to index Council compensation at a salary of thirty-three percent (33%) of that of an Orange County Superior Court Judge; 3. Whether to amend Santa Ana City Charter Section 1203 to permit noncitizen voting in all City municipal elections; and 4. Whether to adopt a Rent Stabilization and Just Cause Eviction Ordinance. Elections Code Section 9280 provides that the legislative body may direct the city elections official to transmit a copy of the Measure to the city attorney, unless the organization or salaries of the office of the city attorney are affected. The city attorney shall prepare an impartial analysis of the Measure showing the effect of the measure on the existing law and the operation of the Measure. The analysis shall include a statement indicating whether the Measure was placed on the ballot by a petition signed by the requisite number of voters or by the governing body of the city. If the Measure affects the organization or salaries of the office of the city attorney, the governing board may direct the city elections official to prepare the impartial analysis. The analysis shall be printed City Council 26 — 2 7/16/2024 Arguments, Rebuttal Arguments, and Impartial Analysis of Four Ballot Measures on the Ballot for the November 5, 2024 General Municipal Election July 16, 2024 Page 3 preceding the arguments for and against the Measure. The analysis shall not exceed 500 words in length. Pursuant to the requirements at Section 9282 of the Elections Code of the State of California, the legislative body may authorize any member(s) of the City Council to write arguments for or against any measure. In addition, Elections Code Section 9285 provides that the author or a majority of the authors of an argument relating to the Measure may prepare and submit a rebuttal argument or may authorize in writing another person or persons to prepare, submit, or sign the rebuttal argument. Any rebuttal statement shall be filed ten (10) days after the primary argument. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The measures themselves have already been added to the ballot by the City Council. The estimated cost from the Orange County Registrar of Voters for the November 5, 2024 ballot is $8,500 per measure (3000 words and 2 pages). Should the inclusion of an impartial analysis and arguments cause a measure to exceed 3000 words and 2 pages, additional costs may apply at the same rate as stated above for the initial measure. Sufficient funds are available in the City Clerk's FY 2024/25 budget (Account No. 01107031 62300). EXHIBIT(S) 1. Proposed Resolution Authorizing Written Arguments for the Ballot Measure Submitted for the November 5, 2024 General Municipal Election Regarding a Proposed Charter Amendment to Amend Charter Sections 401.5, 611, 702, 703, 1002 and 1003 to Delete References to Obsolete Job Titles and Obsolete Bonding Requirements, Specify that all Department Heads are At -Will Employees, Address Definitions of Funds and Levies for Compliance with State Law, Authorize Limited Purchasing Authority for the City Clerk and City Attorney and Require the City Council to Adopt an Ordinance to Enforce the Ethics Code; 2. Proposed Resolution of the City of the City of Santa Ana Authorizing Written Arguments for the Ballot Measure Submitted for the November 5, 2024 General Municipal Election Regarding a Proposed Charter Amendment to Amend Charter Section 402 to Index Council Compensation at a Salary of Thirty -Three (33%) Percent of That of an Orange County Superior Court Judge; 3. Proposed Resolution of the City of the City of Santa Ana Authorizing Written Arguments for the Ballot Measure Submitted for the November 5, 2024 General City Council 26 — 3 7/16/2024 Arguments, Rebuttal Arguments, and Impartial Analysis of Four Ballot Measures on the Ballot for the November 5, 2024 General Municipal Election July 16, 2024 Page 4 Municipal Election Regarding a Proposed Charter Amendment to Amend Charter Section 1203 to Permit Noncitizen Voting in All City Municipal Elections; and 4. Proposed Resolution of the City of the City of Santa Ana Authorizing Written Arguments for the Ballot Measure Submitted for the November 5, 2024 General Municipal Election Regarding Whether to Adopt a Rent Stabilization and Just Cause Eviction Ordinance. Submitted By: Jennifer L. Hall, City Clerk Approved By: Alvaro Nunez, Acting City Manager City Council 26 — 4 7/16/2024 RESOLUTION NO. 2024-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING WRITTEN ARGUMENTS FOR THE BALLOT MEASURE SUBMITTED FOR THE NOVEMBER 5, 2024 GENERAL MUNICIPAL ELECTION REGARDING A PROPOSED CHARTER AMENDMENT TO AMEND CHARTER SECTIONS 401.5, 611, 702, 703, 1002 AND 1003 TO DELETE REFERENCES TO OBSOLETE JOB TITLES AND OBSOLETE BONDING REQUIREMENTS, SPECIFY THAT ALL DEPARTMENT HEADS ARE AT -WILL EMPLOYEES, ADDRESS DEFINITIONS OF FUNDS AND LEVIES FOR COMPLIANCE WITH STATE LAW, AUTHORIZE LIMITED PURCHASING AUTHORITY FOR THE CITY CLERK AND CITY ATTORNEY AND REQUIRE THE CITY COUNCIL TO ADOPT AN ORDINANCE TO ENFORCE THE ETHICS CODE WHEREAS, a General Municipal Election of the City of Santa Ana will be held on November 5, 2024, at which there will be submitted to the qualified electors of the City a ballot measure related to whether to amend Santa Ana City Charter Sections 401.5, 611, 702, 703, 1002, and 1003 to delete references to obsolete job titles and obsolete bonding requirements, specify that all department heads are at -will employees, address definitions of funds and levies for compliance with state law, authorize limited purchasing authority for the City Clerk and City Attorney and require the City Council to adopt an ordinance to enforce the Ethics Code ("the Measure"); WHEREAS, Elections Code Section 9280 provides that the legislative body may direct the city elections official to transmit a copy of the Measure to the city attorney, unless the organization or salaries of the office of the city attorney are affected. The city attorney shall prepare an impartial analysis of the Measure showing the effect of the measure on the existing law and the operation of the Measure. The analysis shall include a statement indicating whether the Measure was placed on the ballot by a petition signed by the requisite number of voters or by the governing body of the city. If the Measure affects the organization or salaries of the office of the city attorney, the governing board may direct the city elections official to prepare the impartial analysis. The analysis shall be printed preceding the arguments for and against the Measure. The analysis shall not exceed 500 words in length; WHEREAS, pursuant to the requirements at Section 9282 of the Elections Code of the State of California, the legislative body may authorize any member(s) of the City Council to write arguments for or against any measure; and WHEREAS, pursuant to Elections Code Section 9285, The author or a majority of the authors of an argument relating to the Measure may prepare and submit a rebuttal argument or may authorize in writing another person or persons to prepare, submit, or Resmq�ic(�j f{XXX 26 — 5 7/16/2024 Page 1 o 3 sign the rebuttal argument. Any rebuttal statement shall be filed ten (10) days after the primary argument. 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, declares, and determines that, to the extent the City Council determines that, members of the City Council would like to author an argument in favor or against the Measure, the following member(s) of its body are authorized to file written arguments in favor of or against the Measure: Member Name In Favor: A ainst. 1. 2. 3. Section 2: The City Council, as the legislative body of the City of Santa Ana, hereby authorizes the City Clerk to give preference and priority to any member or members of the City Council (up to five members), then to voters as set forth in California Elections Code section 9287, to file a written argument in favor of or against the Measure set forth above, and to change said argument until and including Friday, July 26, 2024 after which no arguments for or against said City Measure may be submitted. Arguments in favor or against the measure shall not exceed 300 words. Section 3: The City Council of the City of Santa Ana also finds that pursuant to Elections Code Section 9285, a rebuttal statement may be filed not to exceed 250 words until and including Monday, August 5, 2024. Section 4. The argument(s) shall be filed with the City Clerk, signed, with the printed name(s) and signature(s) of the author(s) submitting it, or if submitted on behalf of an organization, the name of the organization, and the printed name and signature of at least one of its principal officers who is the author of the argument, The arguments shall be accompanied by the Form of Statement to be filed by the authors of the argument as provided for in Elections Code Section 9600. Section 5. The City Clerk is directed to transmit a copy of the Measure to the City Attorney and in accordance with Elections Code Section 9280, the City Attorney is hereby directed to prepare an impartial analysis and file said impartial analysis with the City Clerk by the date set for the filing of primary arguments. Section 6. The City Council for the City of Santa Ana finds that if more than one argument for or against the measure is submitted to the City Clerk within the time prescribed, the City Clerk shall given preference and priority, in the order set forth in Elections Code Section 9287, to the arguments in favor/against submitted by 1) the legislative body, or member(s) of the legislative body authorized by that body, 2) individual voter or bona fide association of citizens or combination of voters and associations, who City Council 26 — 6 ResoljoWgW4XXX Page 2 of 3 are the bona fide sponsors of proponents of the measure, 3) bona fide associations of citizens, 4) individual voters who are eligible to vote on the measure. Section 7: 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 July, 2024. Valerie Amezcua Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Naw'o- Laura A. Rossini Chief Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: ►[��r�:� .y�►���Z.111'iTa1P iL 11 Imm CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Jennifer L. Hall, City Clerk, do hereby attest to and certify that the attached Resolution No. 2024-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Jennifer L. Hall City Clerk City of Santa Ana Resin' i GjQjd {XXX 26 — 7 7/16/2024 Page 3 0 3 RESOLUTION NO. 2024-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING WRITTEN ARGUMENTS FOR THE BALLOT MEASURE SUBMITTED FOR THE NOVEMBER 5, 2024 GENERAL MUNICIPAL ELECTION REGARDING A PROPOSED CHARTER AMENDMENT TO AMEND CHARTER SECTION 402 TO INDEX COUNCIL COMPENSATION AT A SALARY OF THIRTY-THREE PERCENT (33%) OF THAT OF AN ORANGE COUNTY SUPERIOR COURT JUDGE WHEREAS, a General Municipal Election of the City of Santa Ana will be held on November 5, 2024, at which there will be submitted to the qualified electors of the City a ballot measure related to whether to amend Santa Ana City Charter Section 402 to index Council compensation at a salary of thirty-three percent (33%) of that of an Orange County Superior Court Judge ("the Measure"); WHEREAS, Elections Code Section 9280 provides that the legislative body may direct the city elections official to transmit a copy of the Measure to the city attorney, unless the organization or salaries of the office of the city attorney are affected. The city attorney shall prepare an impartial analysis of the Measure showing the effect of the measure on the existing law and the operation of the Measure. The analysis shall include a statement indicating whether the Measure was placed on the ballot by a petition signed by the requisite number of voters or by the governing body of the city. If the Measure affects the organization or salaries of the office of the city attorney, the governing board may direct the city elections official to prepare the impartial analysis. The analysis shall be printed preceding the arguments for and against the Measure. The analysis shall not exceed 500 words in length; WHEREAS, pursuant to the requirements at Section 9282 of the Elections Code of the State of California, the legislative body may authorize any member(s) of the City Council to write arguments for or against any measure; and WHEREAS, pursuant to Elections Code Section 9285, The author or a majority of the authors of an argument relating to the Measure may prepare and submit a rebuttal argument or may authorize in writing another person or persons to prepare, submit, or sign the rebuttal argument. Any rebuttal statement shall be filed ten (10) days after the primary argument. 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, declares, and determines that, to the extent the City Council determines that, members of the City Council would like to author an argument in favor or against the Measure, the following Resmq�ic(�j f{XXX 26 — 8 7/16/2024 Page 1 o 3 member(s) of its body are authorized to file written arguments in favor of or against the Measure: Member Name In Favor: A ainst. 1. 2. 3. Section 2: The City Council, as the legislative body of the City of Santa Ana, hereby authorizes the City Clerk to give preference and priority to any member or members of the City Council (up to five members), then to voters as set forth in California Elections Code section 9287, to file a written argument in favor of or against the Measure set forth above, and to change said argument until and including Friday, July 26, 2024 after which no arguments for or against said City Measure may be submitted. Arguments in favor of or against the measure shall not exceed 300 words. Section 3: The City Council of the City of Santa Ana also finds that pursuant to Elections Code Section 9285, a rebuttal statement may be filed not to exceed 250 words until and including Monday, August 5, 2024. Section 4. The argument(s) shall be filed with the City Clerk, signed, with the printed name(s) and signature(s) of the author(s) submitting it, or if submitted on behalf of an organization, the name of the organization, and the printed name and signature of at least one of its principal officers who is the author of the argument, The arguments shall be accompanied by the Form of Statement to be filed by the authors of the argument as provided for in Elections Code Section 9600. Section 5. The City Clerk is directed to transmit a copy of the Measure to the City Attorney and in accordance with Elections Code Section 9280, the City Attorney is hereby directed to prepare an impartial analysis and file said impartial analysis with the City Clerk by the date set for the filing of primary arguments. Section 6. The City Council for the City of Santa Ana finds that if more than one argument for or against the measure is submitted to the City Clerk within the time prescribed, the City Clerk shall given preference and priority, in the order set forth in Elections Code Section 9287, to the arguments in favor/against submitted by 1) the legislative body, or member(s) of the legislative body authorized by that body, 2) individual voter or bona fide association of citizens or combination of voters and associations, who are the bona fide sponsors of proponents of the measure, 3) bona fide associations of citizens, 4) individual voters who are eligible to vote on the measure. Section 7: 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 July, 2024. City Council 26 — 9 ReSOlj' oY gW4XXX Page 2 of 3 Valerie Amezcua Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By:Q��ILL . ��✓au Laura A. Rossini Chief Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: �[�)rr�:7 .y�t•���.11riTalP iL 11 Imm CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Jennifer L. Hall, City Clerk, do hereby attest to and certify that the attached Resolution No. 2024-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Jennifer L. Hall City Clerk City of Santa Ana ResQlq�'CPaQjdflxxx 26 - 10 7/16/2024 Page 3 of3 RESOLUTION NO. 2024-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING WRITTEN ARGUMENTS FOR THE BALLOT MEASURE SUBMITTED FOR THE NOVEMBER 5, 2024 GENERAL MUNICIPAL ELECTION REGARDING A PROPOSED CHARTER AMENDMENT TO AMEND CHARTER SECTION 1203 TO PERMIT NONCITIZEN VOTING IN ALL CITY MUNICIPAL ELECTIONS WHEREAS, a General Municipal Election of the City of Santa Ana will be held on November 5, 2024, at which there will be submitted to the qualified electors of the City a ballot measure related to whether to amend Santa Ana City Charter Section 1203 to permit noncitizen voting in all City municipal elections ("the Measure"); WHEREAS, Elections Code Section 9280 provides that the legislative body may direct the city elections official to transmit a copy of the Measure to the city attorney, unless the organization or salaries of the office of the city attorney are affected. The city attorney shall prepare an impartial analysis of the Measure showing the effect of the measure on the existing law and the operation of the Measure. The analysis shall include a statement indicating whether the Measure was placed on the ballot by a petition signed by the requisite number of voters or by the governing body of the city. If the Measure affects the organization or salaries of the office of the city attorney, the governing board may direct the city elections official to prepare the impartial analysis. The analysis shall be printed preceding the arguments for and against the Measure. The analysis shall not exceed 500 words in length; WHEREAS, pursuant to the requirements at Section 9282 of the Elections Code of the State of California, the legislative body may authorize any member(s) of the City Council to write arguments for or against any measure; and WHEREAS, pursuant to Elections Code Section 9285, The author or a majority of the authors of an argument relating to the Measure may prepare and submit a rebuttal argument or may authorize in writing another person or persons to prepare, submit, or sign the rebuttal argument. Any rebuttal statement shall be filed ten (10) days after the primary argument. 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, declares, and determines that, to the extent the City Council determines that, members of the City Council would like to author an argument in favor or against the Measure, the following member(s) of its body are authorized to file written arguments in favor of or against the Measure: Resmq�ic(�j f{XXX 26 —11 7/16/2024 Page 1 o 3 Member Name In Favor: A ainst: 1. 2. 3. Section 2: The City Council, as the legislative body of the City of Santa Ana, hereby authorizes the City Clerk to give preference and priority to any member or members of the City Council (up to five members), then to voters as set forth in California Elections Code section 9287, to file a written argument in favor of or against the Measure set forth above, and to change said argument until and including Friday, July 26, 2024 after which no arguments for or against said City measure may be submitted. Arguments for or against the Measure shall not exceed 300 words. Section 3: The City Council of the City of Santa Ana also finds that pursuant to Elections Code Section 9285, a rebuttal statement may be filed not to exceed 250 words until and including Monday, August 5, 2024. Section 4. The argument(s) shall be filed with the City Clerk, signed, with the printed name(s) and signature(s) of the author(s) submitting it, or if submitted on behalf of an organization, the name of the organization, and the printed name and signature of at least one of its principal officers who is the author of the argument, The arguments shall be accompanied by the Form of Statement to be filed by the authors of the argument as provided for in Elections Code Section 9600. Section 5. The City Clerk is directed to transmit a copy of the Measure to the City Attorney and in accordance with Elections Code Section 9280, the City Attorney is hereby directed to prepare an impartial analysis and file said impartial analysis with the City Clerk by the date set for the filing of primary arguments. Section 6. The City Council for the City of Santa Ana finds that if more than one argument for or against the measure is submitted to the City Clerk within the time prescribed, the City Clerk shall given preference and priority, in the order set forth in Elections Code Section 9287, to the arguments in favor/against submitted by 1) the legislative body, or member(s) of the legislative body authorized by that body, 2) individual voter or bona fide association of citizens or combination of voters and associations, who are the bona fide sponsors of proponents of the measure, 3) bona fide associations of citizens, 4) individual voters who are eligible to vote on the measure. Section 7: 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 July, 2024. City Council 26 — 12 ResoljoWgW4XXX Page 2 of 3 Valerie Amezcua Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: iaw'o- Laura A. Rossini Chief Assistant 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 that the attached Resolution No. 2024-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Jennifer L. Hall City Clerk City of Santa Ana ResQIq�'CPaQjdflxxx 26 - 13 7/16/2024 Page 3 of3 RESOLUTION NO. 2024-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING WRITTEN ARGUMENTS FOR BALLOT MEASURE SUBMITTED FOR THE NOVEMBER 5, 2024 GENERAL MUNICIPAL ELECTION REGARDING WHETHER TO ADOPT A RENT STABILIZATION AND JUST CAUSE EVICTION ORDINANCE WHEREAS, a General Municipal Election of the City of Santa Ana will be held on November 5, 2024, at which there will be submitted to the qualified electors of the City a ballot measure related to whether to adopt a Rent Stabilization and Just Cause Eviction Ordinance ("the Measure"); WHEREAS, Elections Code Section 9280 provides that the legislative body may direct the city elections official to transmit a copy of the Measure to the city attorney, unless the organization or salaries of the office of the city attorney are affected. The city attorney shall prepare an impartial analysis of the Measure showing the effect of the measure on the existing law and the operation of the Measure. The analysis shall include a statement indicating whether the Measure was placed on the ballot by a petition signed by the requisite number of voters or by the governing body of the city. If the Measure affects the organization or salaries of the office of the city attorney, the governing board may direct the city elections official to prepare the impartial analysis. The analysis shall be printed preceding the arguments for and against the Measure. The analysis shall not exceed 500 words in length; WHEREAS, pursuant to the requirements at Section 9282 of the Elections Code of the State of California, the legislative body may authorize any member(s) of the City Council to write arguments for or against any measure; and WHEREAS, pursuant to Elections Code Section 9285, The author or a majority of the authors of an argument relating to the Measure may prepare and submit a rebuttal argument or may authorize in writing another person or persons to prepare, submit, or sign the rebuttal argument. Any rebuttal statement shall be filed ten (10) days after the primary argument. 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, declares, and determines that, to the extent the City Council determines that, members of the City Council would like to author an argument in favor or against the Measure, the following member(s) of its body are authorized to file written arguments in favor of or against the Measure: Resmq�ic(�j f{XXX 26 — 14 7/16/2024 Page 1 of3 Member Name In Favor: Against: 1. 2. 3. Section 2: The City Council, as the legislative body of the City of Santa Ana, hereby authorizes the City Clerk to give preference and priority to any member or members of the City Council (up to five members), then to voters as set forth in California Elections Code section 9287, to file a written argument in favor of or against the Measure set forth above, and to change said argument until and including Friday, July 26, 2024 after which no arguments for or against said City measure may be submitted. Arguments for or against the measure shall not exceed 300 words. Section 3: The City Council of the City of Santa Ana also finds that pursuant to Elections Code Section 9285, a rebuttal statement may be filed not to exceed 250 words until and including Monday, August 5, 2024 Section 4. The argument(s) shall be filed with the City Clerk, signed, with the printed name(s) and signature(s) of the author(s) submitting it, or if submitted on behalf of an organization, the name of the organization, and the printed name and signature of at least one of its principal officers who is the author of the argument, The arguments shall be accompanied by the Form of Statement to be filed by the authors of the argument as provided for in Elections Code Section 9600. Section 5. The City Clerk is directed to transmit a copy of the Measure to the City Attorney and in accordance with Elections Code Section 9280, the City Attorney is hereby directed to prepare an impartial analysis and file said impartial analysis with the City Clerk by the date set for the filing of primary arguments. Section 6. The City Council for the City of Santa Ana finds that if more than one argument for or against the Measure is submitted to the City Clerk within the time prescribed, the City Clerk shall given preference and priority, in the order set forth in Elections Code Section 9287, to the arguments in favor/against submitted by 1) the legislative body, or member(s) of the legislative body authorized by that body, 2) individual voter or bona fide association of citizens or combination of voters and associations, who are the bona fide sponsors of proponents of the measure, 3) bona fide associations of citizens, 4) individual voters who are eligible to vote on the measure. Section 7: 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 July, 2024. Valerie Amezcua Mayor City Council 26 — 15 ResoljiOWR 44XXX Page 2 of 3 APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: daa� '& �t� ru Laura A. Rossini Chief Assistant City Attorney AYES: NOES: Councilmembers: Councilmembers: /_1:3.�rG1101 We PiTd1P'i 1i1: M NOT PRESENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Jennifer L. Hall, City Clerk, do hereby attest to and certify that the attached Resolution No. 2024-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Jennifer L. Hall City Clerk City of Santa Ana ResQIq�'CPaQjdflxxx 26 - 16 7/16/2024 Page 3 of3 Community Development Agency www.santa-ana.org/community-development Item # 27 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 16, 2024 TOPIC: Garden Court Apartments Rehabilitation Project AGENDA TITLE Public Hearing - Approve an Amended and Restated Regulatory Agreement for the Rehabilitation of Garden Court Apartments Located at 300 East Santa Ana Boulevard, Santa Ana, CA 92701, Adopt a Resolution Approving the Issuance of Revenue Bonds, and Conduct a Tax Equity Fiscal Responsibility Act (TEFRA) Hearing Legal notice published in the OC Reporter on July 9, 2024. RECOMMENDED ACTION 1. Authorize the City Manager to execute an amended and restated agreement containing Affordable Housing Covenants with Orange Housing Development Corporation for the rehabilitation of Garden Court Apartments located at 300 East Santa Ana Boulevard, Santa Ana, CA 92701 (APN 398-323-08) (Contingent upon approval of Housing Authority Item # 3) (Agreement No. A-2024-XXX). 2. Approve the Relocation Plan and authorize the City Manager to approve amendments to the Relocation Plan prior to commencement of the rehabilitation of Garden Court Apartments, substantially in the draft form attached hereto, subject to changes consistent with the project approved by the City Manager and City Attorney. 3. 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 for C&C Development Co., LLC, to finance the acquisition, rehabilitation, improvement, and equipping of Garden Court Apartments located at 300 East Santa Ana Boulevard, Santa Ana, CA 92701 (APN 398-323-08). 4. Adopt a resolution approving the issuance of revenue bonds by the California Municipal Finance Authority in an amount not to exceed $55,000,000 for financing the rehabilitation of Garden Court Apartments. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ISSUANCE BY THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY OF EXEMPT FACILITY BONDS FOR THE GARDEN COURT APARTMENTS City Council 27 — 1 7/16/2024 Garden Court Apartments Rehabilitation Project July 16, 2024 Page 2 5. Determine that the approvals and authorizations provided for herein do not constitute a "project" within the meaning of California Public Resources Code § 21065 and authorize filing a notice of exemption based on the "common sense" exemption of 14 C.C.R. § 15061(b)(3) to the extent any activity would be considered a "project" because it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment and the activity is not subject to the California Environmental Quality Act (CEQA). GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION Garden Court Apartments is an existing 84-unit mixed -income apartment project located at 300 East Santa Ana Boulevard, Santa Ana, CA 92701 (APN 398-323-08) and owned by Orange Housing Development Corporation ("OHDC"). On May 26, 1995, the City of Santa Ana ("City"), the Community Redevelopment Agency, and OHDC entered into an agreement containing covenants that required 41 out of the 84 units on the property to be affordable to families earning 40% of the Area Median Income ("AMI") in perpetuity. The remaining 43 units consist of 42 unrestricted market rate apartments and one manager's unit. The original covenant was entered into as part of a loan the City made for the project under the HOME Investments Partnership Program (24 C.F.R. 92.252) (the "HOME Program"). In February 2024, C&C Development Co., LLC ("C&C") and OHDC approached the City with a proposal to rehabilitate Garden Court Apartments and convert the remaining 42 market rate units at the project to affordable housing units for families earning 80% of the AMI. C&C and OHDC are seeking financing for the rehabilitation. The changes to the existing regulatory agreement are intended to assist with their ability to obtain financing. Thus, as part of this proposal, OHDC and C&C are requesting that the affordability term for the 83 affordable units be set at 55 years, which modifies the existing affordability covenants that require the current 41 affordable units to be restricted in perpetuity. The amended agreement allows a change in the affordability covenants, but it does not contain an obligation to commence or complete the rehabilitation; the intent is that the amendment would assist OHDC and C&C to obtain financing for the rehabilitation. By this amendment, OHDC seeks to establish the restrictions that: (1) increase the affordability levels for the current 41 affordable units from 40% to 60% AMI, and (2) establish the 80% AMI restrictions for the remaining 42 units that are currently unrestricted. OHDC has stated its intention to repay the City's existing outstanding loan balance of $925,851 at the time of their construction loan closing. Until such time as the outstanding loan balance is paid, the City has an existing deed of trust on the Property that secures obligations under the original loan agreement, including federal requirements under the HOME Program. Following a four -month due diligence and negotiation process with C&C and OHDC, staff is requesting approval of an Amended and Restated Agreement Containing Affordable Housing Covenants ("Regulatory Agreement") to allow for the rehabilitation of Garden Court Apartments, subject to City Council 27 — 2 7/16/2024 Garden Court Apartments Rehabilitation Project July 16, 2024 Page 3 OHDC and C&C obtaining financing and subsequent approvals by the City's Planning and Building Agency for the rehabilitation work. Staff is also requesting City Council to conduct a Tax Equity and Financial Responsibility Act ("TEFRA") Hearing and adopt a resolution for the issuance of tax- exempt bonds. The proposed rehabilitation project, Amended and Restated Regulatory Agreement, draft relocation plan of existing tenants, and TEFRA Hearing are further described below. Proposed Rehabilitation Project After recording the Regulatory Agreement, OHDC and C&C Development state that they will proceed with their efforts to obtain financing for the rehabilitation. The proposed rehabilitation project is of an occupied four-story multifamily apartment building (Garden Court Apartments) situated on a 1.44-acre site ("Project"). Currently, the property consists of 41 affordable family units and 42 market -rate units, plus one (1) manager's unit. The unit configuration will not be changed and the unit mix will continue to be comprised of 12 one -bedroom units, 12 one -bedroom units with a den, and 60 two -bedroom units. A total of 41 of the 84 units will be affordable to families at 60% AMI and the remaining 42 units will be affordable to families at 80% AMI. The Regulatory Agreement will allow rent increases for current residents in the 40% AMI units, but those residents will be protected from displacement through a rent escalator cap where the rent will not be increased annually by more than five percent (5%) plus the percentage change in Consumer Price Index, or ten percent (10%), whichever is lower, of the rent authorized under OHDC's original agreement with the City. As mentioned, the final rehabilitation plans and commencement of rehabilitation is contingent on future financing and planning approvals. Based on the information from OHDC and C&C, upon completion of the rehabilitation, the existing residential building will have updated architectural design features that will align with the newly constructed Legacy Square project across the street. The community and programming spaces will also undergo modernization to enhance the living experience for residents, bringing it on par with market -rate communities. The rehabilitation plan also includes aesthetic enhancements to the fagade and landscaping to improve the street frontage on all four sides of the building. Additionally, a small dog run area will be incorporated on the ground floor, facing North Spurgeon Street. Access to the parking garage on the ground floor will be facilitated through two parking garage gates, located on French Street and North Spurgeon Street respectively. Tenants will access their assigned parking spaces from within the parking garage. For residents on the three floors of apartments above the parking garage, access to the garage will be provided via elevator or stairs. According to the proposal, the rehabilitation of the Project will occur in four (4) separate phases consisting of 21 units undergoing rehabilitation at one time. Due to the extent of the rehabilitation, these units will need to be vacant during the rehabilitation. The relocation plan of existing tenants is further outlined below. Overall, this Project will establish deed restrictions for 42 new units of affordable City Council 27 — 3 7/16/2024 Garden Court Apartments Rehabilitation Project July 16, 2024 Page 4 housing for low-income households in the City and rehabilitate the entire property, including the 41 existing affordable housing units, ensuring the Project's sustainability and affordability for the next 55 years. OHDC states the City's current loan balance of $925,851 will also be repaid at construction loan closing. OHDC and C&C have worked closely with the City since 1994 to provide affordable housing for Santa Ana residents. OHDC and C&C currently own and operate 897 family and senior affordable units across 14 communities within the City. These include revitalization and rehabilitation developments such as Cornerstone Village, Wilshire/Minnie Neighborhood, Townsend and Raitt Neighborhood, and new construction development such as Andalucia Apartments, Depot at Santiago, and Terraces at Santiago. OHDC and C&C have never sold an affordable community they have developed in the City and they maintain a long- term commitment to serving the community. Amended and Restated Regulatory Agreement The Amended and Restated Regulatory Agreement is attached as Exhibit 1. The following key terms are incorporated into the Regulatory Agreement: • Owner: Orange Housing Development Corporation, who may request approval from the City in the future to transfer the property to C&C following a tax credit application and/or the rehabilitation of the project. • Term: 55 years from the date the Regulatory Agreement is recorded. • Unit Mix: There will be 41 units designated for families with an income equal to or less than 60% AMI and 42 units designated for families with an income equal to or less than 80% AMI. There will continue to be one (1) unrestricted manager's unit. The rents will be tied to the Tax Credit Allocation Committee rents. Restrictions on Rent Increases for Existing Households Currently Residing in the 60% AMI Units: The 60% AMI units are the same forty-one (41) units restricted under the Original Agreement. The maximum annual rent increase for tenants currently residing in one of the 60% AMI units shall not exceed five percent (5%) plus the percentage change in Consumer Price Index, or ten percent (10%), whichever is lower, of the rent authorized under the Original Agreement until the rent equals 60% AMI. Rents may be increased only once a year. Selection of Tenants: A new local preference will be added to the Resident Selection Plan for residents who live or work in the City. Rehabilitation and Maintenance: OHDC is responsible for the rehabilitation of the Project and ongoing maintenance of the property to ensure it remains in a healthy and safe condition over the 55-year term. The Regulatory Agreement does not contain an obligation for OHDC or C&C to proceed with the rehabilitation as proposed. Consent by Housing Authority: The Regulatory Agreement removes the Community Redevelopment Agency for the City of Santa Ana as a party. The Housing Authority, as the Successor Agency, will approve this through a consent. The Amended and Restated Regulatory Agreement has been signed by OHDC to acknowledge their acceptance of the terms. City Council 27 — 4 7/16/2024 Garden Court Apartments Rehabilitation Project July 16, 2024 Page 5 Draft Relocation Plan of Existing Tenants Relocation activities are subject to California Relocation Assistance Law, Government Code Section 7260, et seq., and the Relocation Assistance and Real Property Acquisition Guidelines adopted by the Department of Housing and Community Development as in Title 25, California Code of Regulations Section 6000, et seq. The rehabilitation of Garden Court Apartments requires 21 units to be unoccupied for the start of the four (4) separate phases referenced above. Based upon resident interviews conducted by Overland, Pacific and Cutler and current household and income information, it is currently anticipated the vacancy of these units will be achieved through the permanent relocation of nine (9) existing households that are currently over - income, six (6) existing vacancies that have been accumulated as of the date of the Staff Report, and the relocation of six (6) income -qualified households who will be relocated on a permanent basis but have the right of first refusal to return to Garden Court Apartments upon completion of the rehabilitation. All households permanently relocated from the property will be receive relocation benefits. The requirement to relocate income -qualified households may decrease to the extent additional units become vacant at the property due to normal turnover. At the time of relocation, C&C and OHDC will also work to relocate those income -qualified households to existing C&C/OHDC affordable communities in Santa Ana. The Relocation Plan as of June 27, 2024, is attached as Exhibit 2. With approval by City Council, the Acting City Manager will approve any required amendments or modifications to the Relocation Plan, as reasonably necessary to implement the approval of the Regulatory Agreement to comply with reasonable conditions of financing for rehabilitation of the Project. Any changes to final Relocation Plan will be consistent with the project and approved by the City Manager and City Attorney. The Regulatory Agreement provides that relocation will not commence unless and until the City is provided with advance notice and written confirmation that the relocation is consistent with the Relocation Plan or, to the extent any changes are requested, the City Manager has approved those changes. Tax Equity Fiscal Responsibility Act Hearing C&C Development Co., LLC (the "Borrower) has requested that the California Municipal Finance Authority ("CMFA") adopt a financing plan to issue one or more series of revenue bonds, issued periodically, including bonds for refunding such revenue bonds, in an aggregate principal amount not exceeding $55,000,000 (the "Bonds"). These funds are intended to finance or refinance the acquisition, rehabilitation, improvement, and equipping of the multifamily rental housing project located at 300 East Santa Ana Boulevard, Santa Ana, CA 92701 known herein as the Garden Court Apartments Project. However, for any portion of the Bonds to qualify as tax-exempt, the City must conduct a public hearing (the "TEFRA Hearing"), allowing community members the opportunity to City Council 27 — 5 7/16/2024 Garden Court Apartments Rehabilitation Project July 16, 2024 Page 6 voice their opinions regarding the use of tax-exempt bonds for the Project's financing. After the TEFRA Hearing concludes, an "applicable elected representative" of the governmental unit hosting the Project, in this case, the City, must provide approval for the CMFA to issue the Bonds for the Project's financing. The Bonds to be issued by the CMFA are the sole responsibility of the Borrower. The City bears no financial or legal liability for the Project or bond repayment and incurs no indebtedness. The TEFRA Resolution (Exhibit 3) and the approval of the Amended and Restated Regulatory Agreement are distinct processes with no direct correlation. Each carries its own significance and implications within the context of the broader framework. While the TEFRA Resolution primarily focuses on tax-exempt financing projects or investments, the approval of the Amended and Restated Regulatory Agreement pertains to the modification and enhancement of contractual terms and obligations. These two actions operate on separate tracks, addressing different aspects of the Project. The Board of Directors of the California Foundation for Stronger Communities, a California non-profit public benefit corporation (the "Foundation"), serves as the Board of Directors for the CMFA. Through its conduit issuance activities, the CMFA shares a portion of its issuance fees with its member communities and allocates a portion of these fees to the Foundation to support local charities. FISCAL IMPACT A TEFRA Hearing Fee for this project in the amount of $1,011 was received and will be deposited into the Miscellaneous Service Charge account (no. 01102002-53902). EXHIBIT(S) 1. Amended and Restated Regulatory Agreement 2. Draft Relocation Plan, as of June 27, 2024 3. TEFRA Resolution Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Alvaro Nunez, Acting City Manager City Council 27 — 6 7/16/2024 EXHIBIT 1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-26) Santa Ana, CA 92702 Attn: Housing Division Manager APN: 398-323-08 SPACE ABOVE FOR RECORDER'S USE ONLY EXEMPT FROM RECORDING FEE PER GOVERNMENT CODE §27383 AMENDED AND RESTATED AGREEMENT CONTAINING AFFORDABLE HOUSING COVENANTS (Garden Court Apartments) by and between THE CITY OF SANTA ANA, a California municipal corporation and charter city, and ORANGE HOUSING DEVELOPMENT CORPORATION, a California nonprofit public benefit corporation [Dated as of , 2024 for reference purposes only] Error �qjr8U�utlen property name. 27 _ 7/1 6/2024 EXHIBIT 1 AMENDED AND RESTATED AGREEMENT CONTAINING AFFORDABLE HOUSING COVENANTS (Garden Court Apartments) THIS AMENDED AND RESTATED AGREEMENT CONTAINING AFFORDABLE HOUSING COVENANTS (this "Agreement") is entered into as of 2024, by and among ORANGE HOUSING DEVELOPMENT CORPORATION, a California nonprofit corporation ("OHDC"), and THE CITY OF SANTA ANA, a municipal corporation and charter city (the "City"). WHEREAS, OHDC is the owner of that certain real property (the "Property") located in the City of Santa Ana more particularly described in Attachment No. 1 which is attached hereto and incorporated herein by this reference; and WHEREAS, the City, the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic ("Agency") and OHDC entered into that certain Agreement Containing Covenants (Garden Court Apartments Apartments) (the "Original Agreement"), dated as of May 26 1994, and recorded on May 26, 1995 as Document No. 95-0225207 in the Official Records of Orange County (the "Official Records"), which provides that the Owner would operate the Property as affordable housing with specified income, occupancy and rent restrictions. WHEREAS, the Project was previously financed with a loan from the City under the HOME Investment Partnerships Act (the "HOME Program"). The Project complied with the minimum period of affordability for the HOME Program as set forth in 24 CFR 92.252 by providing affordable housing to very low income households for a period of no less than twenty (20) years. The Project now requires rehabilitation to continue providing safe, decent, and quality affordable housing. Therefore, OHDC is requesting a modification of the Original Agreement to remove the HOME Program affordability requirements and impose affordability requirements consistent with the low-income housing tax credit program, as implemented by the California Tax Credit Allocation Committee, as further set forth herein. WHEREAS, OHDC desires to refinance and rehabilitate the Project. In connection with the refinance and rehabilitation of the Project, the City and OHDC desire to amend and restate the Original Regulatory Agreement in its entirety with this Agreement. WHEREAS, the City agrees to this Amended and Restated Agreement Containing Affordable Housing Covenants to allow for the OHDC to complete the rehabilitation, reconstruction, improvement or addition to, or replacement of, dwelling units of a previously existing low -rent housing project, or a project previously or currently occupied by lower income households, as defined in Section 50079.5 (the "Project"), on the terms and conditions set forth herein. NOW, THEREFORE, CITY AND OHDC COVENANT AND AGREE AS FOLLOWS: 1. OHDC covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof (the "Owner") that Owner, such successors, 1 Erroricy `o" '�"'�� name. unC 27 — 8 7/16/2024 EXHIBIT 1 and such assigns shall use the Property to provide affordable housing in compliance with this Agreement. In addition to all other terms and conditions set forth herein, this Agreement is subject to the following: (a) Owner agrees and acknowledges prior receipt of a loan from the City in the amount of One Million One Hundred Thousand Dollars ($1,100,000.00) ("City HOME Loan"), evidenced by a Promissory Note Secured by Subordinated Deed of Trust, dated May 26, 1995, and secured by a Subordinated Deed of Trust with Assignment of Rents (Securing Home Loan), recorded in the Official Records of Orange County as Document No. 95-0225206 ("City HOME Deed of Trust"). Owner represents and warrants that it is not in default of the City HOME Loan and agrees that this Agreement does not amend, restate or modify the loan agreement and promissory note evidencing the City HOME Loan nor the City HOME Deed of Trust or the obligations thereunder. (b) Owner and City agree to amend the affordability covenants in Section 2 of the Original Agreement on the terms and conditions set forth herein, which shall be effective upon the recordation of this Agreement and continue for a term of at least fifty-five (55) years (the "Term"). (c) The covenants against discrimination set forth in Section 9, below, shall remain in effect in perpetuity. 2. Owner, for itself and its successors and assigns, hereby covenants and agrees that the 84 apartments on the Property (the "Units") shall be restricted as follows: (i) forty-one (41) Units, consisting of fifteen (15) one bedroom, one -bathroom Units and twenty-six (26) two - bedroom, two -bathroom Units (the "60% AMI Units") shall be rented exclusively, at Affordable Rent, to 60% Income Households as defined in subsection (a) below, and to Existing Households as set forth in subsection (b) below; and, (ii) forty-two (42) Units, consisting of nine (9) one bedroom, one -bathroom Units and thirty-two (32) two -bedroom, two -bathroom Units (the "80% AMI Units) shall be rented exclusively, at Affordable Rent, to 80% Income Households, as defined in subsection (a) below. The 60% AMI Units and the 80% AMI Units are collectively referred to as the "Restricted Units," which shall only be occupied by eligible households for the 60% AMI Units or 80% AMI Units, as applicable. Area median income levels and Affordable Rents are subject to adjustment from time to time as provided in this Section 2 below. The restrictions set forth in this Section 2 shall remain in effect for fifty-five (55) years after the date of recordation of this Agreement. "Affordable Rent" shall mean the maximum rent for Existing Restricted Tenants (as defined below) as set forth in subsection (b) or the maximum rent for 60% AMI Units or 80% AMI Units, as applicable, as set forth in subsection (c). (a) Maximum Incomes. (i) 60% AMI Units. The maximum incomes of residential tenants eligible to rent the 60% AMI Units shall be an individual or household that has a household income equal to or less than sixty percent (60%) of then current Area Median Family Income for the Santa Ana -Anaheim -Irvine, CA HUD Metro FMR Area, adjusted for household size, as published by the California Tax Credit Allocation Committee ("TCAC") annually ("60% 2 Error icy `ounC len NroNer `name' 27 — 9 7/16/2024 EXHIBIT 1 Income Household(s)"). A 60% Income Household includes an Existing Restricted Tenant that meets the income eligibility requirements of the Original Agreement. (ii) 80% AMI Units. The maximum incomes of residential tenants eligible to rent the 80% AMI Units shall be an individual or household that has a household income equal to or less than eighty percent (80%) of then current Area Median Family Income for the Santa Ana -Anaheim -Irvine, CA HUD Metro FMR Area, adjusted for household size, as published by TCAC annually ("80% Income Household(s)"). (b) Restrictions on Rent Increases for Existing Households Currently Residing in the 60% AMI Units. The 60% AMI Units are the same forty one (41) Units restricted under the Original Agreement. Notwithstanding the definition of Affordable Rent set forth in subsection (c), below, the maximum annual rent increase for tenants currently residing in one of the 60% AMI Units ("Existing Restricted Tenant") shall not exceed five percent (5%) plus the percentage change in Consumer Price Index, or ten percent (10%), whichever is lower, of the rent authorized under the Original Agreement at the time of the recording of this Agreement and, in each subsequent year, the then current rents, until the rent equals the rent that is otherwise allowed under Section 2(c)(i) of this Agreement. Rents may be increased only once a year. The term "Consumer Price Index" means, at the time of the rent increase, the annual percentage increase in the United State Consumer Price Index for all Urban Consumers in the Los Angeles -Long Beach- Anaheim Metropolitan Area (1982-84=100) published by the Bureau of Labor Statistics, not seasonally adjusted, for the most recent twelve (12) month period ending prior to the rent increase. For each Existing Restricted Tenant that ceases to reside at the Property, the rent for the Unit that tenant formerly occupied shall no longer be subject to this Section 2(b) and shall be subject to Section 2(c). (c) Maximum Rents for New Households. (i) 60% AMI Units. Except as provided in subdivision (b) above, the maximum rent for the 60% AMI Units shall be determined in accordance with the maximum rent for a 60% Income Household as published by the TCAC annually to qualify for and be in compliance with the federal statutes or regulations for the federal low income housing tax credit program established under Section 42 of the Internal Revenue Code and administered in the State of California by TCAC ("Tax Credit Program"). (ii) 80% AMI Units. The maximum rent for the 80% AMI Units shall be determined in accordance with the maximum rent for an 80% Income Household as published by the TCAC annually to qualify for and be in compliance with the Tax Credit Program. (iii) Adjustments for Household Size. For purposes of the calculation of Affordable Rent "adjusted for household size" shall be the federally -mandated household size assumptions as set forth for the Tax Credit Program. (iv) Rent Increases. Owner may increase rents not more than once annually in accordance with the annual maximum rent for 60% Income Households or 80% Income Households, as applicable, as published by the TCAC annually. 3 Error icy `ounC len NroNer `name' 27 — 10 7/16/2024 EXHIBIT 1 (d) Recertification of Incomes. Owner shall reexamine the income of each tenant household living in the Restricted Units at the same times as required TCAC regardless if low income tax credits have been allocated to the Project. The maximum monthly rent shall be recalculated by Owner in accordance with the then maximum rent for Existing Restricted Tenants, as defined above, or for 60% Income Households or 80% Income Households, as applicable, as published by TCAC. Any increase in rents for the Restricted Units is subject to the provisions of existing leases with tenants. In any event, Owner must provide tenants of the Restricted Units not less than 30 days prior written notice before implementing any increase in rents, and must comply with any state or local law providing for additional notice requirements. (i) Owner shall make reasonable efforts to verify or cause to be verified that the Gross Household Income for each Eligible Household complies with the requirements of this Agreement. These efforts shall include verification of the income and asset statement provided by an applicant in an income certification is accurate by taking, at a minimum, at least one of the following steps as a part of the verification process: (1) obtain three months consecutive pay stubs for the most recent pay period, (2) obtain an income tax return for the most recent tax year, (3) obtain an income verification form from the applicant's current employer, (4) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies, or (5) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. (ii) OHDC agrees to recertify or cause to be recertified household eligibility on the same time frame and on the same forms as required by TCAC. Owner shall provide to City the form of tenant income recertification that is required by TCAC no later than seventy-five (75) days after close of each calendar year. (e) Increases in Tenant Incomes Above 80% Income. (i) Increase from 60% AMI Income to, at or below 80% AMI Income. In the event a tenant of a Restricted Unit no longer qualifies as a 60% Income Household as the result of increases in the income of the household, Owner may increase the rent charged to such tenant to an amount equal to the maximum rent for 80% AMI Units as set forth in Section 2(c)(ii). In addition, to the extent that the number of 60% AMI Units falls below forty-one (41) as the result of an increase in the income of a tenant of a Restricted Unit, Owner shall rent to a 60% Income Household, at Affordable Rent, the next Unit that becomes vacated, such that the total number of 60% Income Units is restored to forty-one (41). (ii) Increase Above 80% AMI Income. In the event a tenant of a Restricted Unit no longer qualifies as an 80% Income Household as the result of increases in the income of the household, Owner may increase the rent charged to such tenant to an amount equal to 30% percent of the tenant's household income. In addition, to the extent that the number of Restricted Units falls to below eighty-three (83) as the result of an increase in the income of a tenant of a Restricted Unit, Owner shall rent the next Unit that becomes vacated, to either a 60% Income Household or an 80% Income Household at Affordable Rent to comply with the requirements of Section 2 above. 4 Error icy `ounC len NroNer `name' 27 —11 7/16/2024 EXHIBIT 1 (iii) To the extent the federal Tax Credit Program requirements conflict with the requirements in this Section 2(e), relative to the continued occupancy by households that do not qualify as 80% Income Households, the federal Tax Credit Project requirements shall apply in place of the provisions in this Section 2(e). (f) Occupancy Levels. Subject to state or federal laws and regulations, the number of persons permitted to occupy each Restricted Unit shall not exceed the amount permitted by TCAC or, if TCAC no longer sets maximum occupancy limits, two persons per bedroom, plus one person. If a household, during the terms of its tenancy, adds members that exceed the maximum occupancy allowed under this section, Owner shall provide written notification informing the household that: it is over -occupancy; has been placed on a waiting list for an appropriately -sized unit for a period of up to one -hundred and eighty (180) days; the expiration date of the waiting list; and the terms for terminating the lease. A written status update will be provided to the household at one -hundred and twenty (120) days, ninety (90) days, sixty (60) days and thirty (30) days if applicable. To the extent that a tenant household occupying a Restricted Unit as of the date of this Agreement is over -occupancy, such tenant household shall not be subject to this subsection (f) as long as it continues to occupy the same Restricted Unit. 3. Owner, its successors and assigns shall not charge rents for the Restricted Units in excess of the amounts set forth in Section 2(b) or (c), as applicable. 4. Owner shall adopt and include as part of its Management Plan (described in Section 10, below), written tenant selection policies and criteria for the Restricted Units which meet the following requirements. (a) Are consistent with the purpose of providing housing for 60% Income Households and 80% Income Households. (b) Are reasonably related to program eligibility and the applicants' ability to perform the obligations of the lease. (c) Give reasonable consideration to the housing needs of families that would have a preference under 42 CFR §906.211 (Federal selection preferences for admission to Public Housing); (d) Provide for: (i) The selection of tenants from a written waiting list in the chronological order of their application, subject to Section 4(e) and 4(f) below, insofar as is practicable; and (ii) The prompt written notification to any rejected applicant of the grounds for any rejection; (e) Subject to applicable fair housing laws, give a first priory preference and consideration, including but not limited to priority placement on a written waiting list of available units, to the housing needs of households who have been permanently displaced or face permanent displacement from housing in Santa Ana as a result of any of the following: 5 Error icy `ounC len NroNer `name' 27 — 12 7/16/2024 EXHIBIT 1 (i) A redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) - applicable only to projects funded by the low and moderate income housing asset fund as defined in the Community Redevelopment Law; property owner; or (ii) Ellis Act, owner -occupancy, or removal permit eviction; (iii) Earthquake, fire, flood, or other natural disaster; (iv) Cancellation of a Housing Choice Voucher HAP Contract by (v) governmental action, such as Code Enforcement; (f) Subject to applicable fair housing laws, give a second preference to the housing needs of households residing in, employed in, or offered employment in the City of Santa Ana, including but not limited to priority placement on a written waiting list of available units; and (g) Carry out the Affirmative Marketing procedures of the City of Santa Ana, to provide information and otherwise attract eligible persons from all racial, ethnic and gender groups, and low income households or households with special needs, in the housing market area to the Restricted Units. Owner shall maintain a marketing program and resident selection plan for leasing of the Restricted Units ("Marketing Program") consistent with the marketing of the Project under the Original Agreement prior to the approval of this Agreement . The leasing of the Restricted Units shall be marketed in accordance with the Marketing Program, as the same may be amended from time to time and submitted to the City. The Marketing Program shall include, but is not limited to, marketing and community outreach activities, proposed tenant selection criteria, occupancy standards, income requirements, timeline and detail for outreach and marketing, data collection, record keeping and monitoring, procedures for complaints, and compliance assessment. Components of the resident selection plan shall include, but are not limited to, the application process, interview procedure, apartment offer and assignment, rejected applications, and wait list management. 5. Owner, its successors and assigns, shall not refuse to lease a restricted Unit to a holder of a certificate of family participation under 24 CFR part 882 (Rental Certificate Program) or a rental voucher under 24 CFR part 887 (Rental Voucher Program) or to a holder of a comparable document evidencing participation in a HOME or other tenant -based rental assistance program because of the status of the prospective tenant as a holder of such certificate of family participation, rental voucher, or comparable HOME or other tenant -based rental assistance document. 6. Any lease of a Restricted Unit must be for not less than one year, unless by mutual agreement between the tenant and the Owner. The lease may not contain any of the following provisions (in which references to "owner" shall mean the Owner, its successors or assigns): (a) Agreement by the tenant to be sued, to admit guilt, or to a judgment in favor of the owner in a lawsuit brought in connection with the lease; 6 Error icy `ounC len NroNer `name' 27 — 13 7/16/2024 EXHIBIT 1 (b) Agreement by the tenant that the owner may take, hold, or sell personal property of household members without notice to the tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the housing unit after the tenant has moved out of the unit. The owner may dispose of this personal property in accordance with state law; (c) Agreement by the tenant not to hold the owner or the owner's agents legally responsible for any action or failure to act, whether intentional or negligent; (d) Agreement of the tenant that the owner may institute a lawsuit without notice to the tenant; (e) Agreement by the tenant that the owner may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties; (f) Agreement by the tenant to waive any right to a trial by jury; (g) Agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and (h) Agreement by the tenant to pay attorney's fees or other legal costs even if the tenant wins in a court proceeding by the owner against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. 7. Owner, its successors or assigns, may not terminate the tenancy or refuse to renew the lease of a tenant of a Restricted Unit, except for serious or repeated violation of the terms and conditions of the lease; for violation of applicable federal, state, or local law; for completion of the transitional housing period; or for other good cause. Any termination or refusal to renew must be preceded by not less than 30 days by Owner's service upon the tenant of a written notice specifying the grounds for the action. 8. Owner shall, at all times during the Term of this Agreement, cause the Property and the Project to be maintained in a healthy and safe manner, regardless of cause of the disrepair. Owner shall be fully and solely responsible for costs of maintenance, repair, addition and improvements. Subject to the rights of tenants, City, and any of its employees, agents, contractors or designees shall have the right to enter upon the Property at reasonable times and in a reasonable manner to inspect the Project, after providing notice as follows: (i) at least a 24-hour notice to Owner and tenants of the Restricted Unit(s) which will be inspected, or (ii) at least 48 hours' notice to Owner, which shall promptly give notice to tenants of the Restricted Unit(s) to be inspected. 9. Owner covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial status, age, source of income, disability, veteran or military status, or genetic information of any person, in the sale, lease, sublease; transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Owner itself or any person claiming under or through it 7 Error icy `ounC len NroNer `name' 27 — 14 7/16/2024 EXHIBIT 1 establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. 10. Owner shall manage the Restricted Units in accordance with the most -recently approved Management Plan, including such amendments as may be approved in writing from time to time by the City Housing Division Manager, for the term of the income and rent restrictions contained in this Agreement. The components of the Management Plan shall include: (a) Management Agent. Owner shall submit the name and qualifications of any proposed change to the Management Agent. The City Housing Division Manager shall approve or disapprove any changes to the Management Agent in writing based on the experience and qualifications of the Management Agent. The City hereby approves Advanced Property Services Management, Inc. as the Management Agent. (b) Management Agreement. Owner shall submit a copy of any proposed changes to the management agreement specifying the amount of the management fee, and the relationship and division of responsibilities between Owner and Management Agent. (c) Tenant Selection Policies. Owner shall include in the Management Plan the tenant selection policies in accordance with Section 4, above. If at any time the City determines that the Restricted Units are not being managed or maintained in accordance with the approved Management Plan, Owner shall change the Management Agent or the practices complained of, upon receipt of written notice from the City Housing Division Manager. The City Housing Division Manager may require Owner to change management practices or to terminate the management contract and designate and retain a different management agent, to be approved by the City Housing Division Manager. The management agreement shall provide that it is subject to termination by Owner without penalty, upon thirty (30) days prior written notice, at the direction of the City Housing Division Manager. Within ten (10) days following a direction of the City Housing Division Manager to replace the Management Agent, Owner shall select another management agent or make other arrangements satisfactory to the City Housing Division Manager or designee for continuing management of the Restricted Units. 11. Prevailing Wage. (a) Owner represents that it is familiar with the requirements of the California Prevailing Wage Law (Cal. Labor Code § 1720 et seq.) and the federal Davis -Bacon Act (40 U.S.C. § 3141 et seq.) (collectively, the "Prevailing Wage Laws"). Owner agrees and acknowledges that City has not made any statements or representations about whether Prevailing Wage Laws apply to any work to be performed on the Project or the Property, and that Owner assumes any and all responsibility and liability as to whether or not laborers employed relative to any work on the Property or Project must be paid the prevailing per diem wage rate for their labor classification or whether any other requirements of the Prevailing Wage Laws apply to work performed on the Property or the Project. 8 Error icy `ounC len NroNer `name' 27 — 15 7/16/2024 EXHIBIT 1 (b) Owner, on behalf of itself, its successors, and assigns, waives and releases the City from any right of action that may be available to any of them pursuant to Prevailing Wage Laws. Owner acknowledges the protections of Civil Code section 1542 relative to the waiver and release contained in this Section 11, which reads as follows: A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor or released party. (c) By signing this Agreement, Owner knowingly and voluntarily waives the provisions of section 1542 solely in connection with the waivers and releases of this Section 11. (d) Additionally, Developer shall indemnify, defend and hold harmless the city against any claims made under Prevailing Wage Laws arising from this Agreement or the construction, installation or rehabilitation of the Property or the Project, or portion thereof. 12. Relocation. Owner shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs as may be required to comply with applicable federal and state laws and regulations. Prior to recordation of this Agreement, Owner submitted to the City a relocation plan, dated on or about May 28, 2024, regarding rehabilitation of the Project and prior to any rehabilitation of the Project the Owner shall submit updates to such relocation plan for City approval, which approval shall not be unreasonably withheld, delayed, or conditioned ("Relocation Plan"). Owner shall at all times comply with the Relocation Plan. In addition to any other indemnity provided by Owner under this Agreement, Owner shall indemnify, defend (with counsel of City's choosing and the consent of Owner, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Owner's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party for relocation assistance, benefits and costs, or any other claim arising from or related to relocation of existing tenants. 13. Emergency Evacuation Plan. Owner shall maintain an Emergency Evacuation Plan (the EEP). Up-to-date 24-hour emergency contact information for the on -site personnel shall be provided to the City on an ongoing basis and the EEP shall be kept onsite and also be submitted to the following City Agencies: (a) Police Department (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 14. Crime Free Housing. Owner shall maintain a crime free housing policy, procedure, and design plan (the "CFH Plan"), which includes the following provisions: 9 Error icy `ounC len NroNer `name' 27 — 16 7/16/2024 EXHIBIT 1 (a) Requiring parking areas and common interior areas (lobbies, elevators, etc.) to contain security cameras; (b) Requiring routine unit inspections; (c) Ensuring lobby/other entrance doors are secured and accessed via remote controls, fobs, etc.; and (d) Have policies in place to ensure that common use areas such as hallways and trash enclosures are maintained in good condition and repair (e.g., well -lit, kept clean, etc.). The CFH Plan shall be implemented and administered by Owner or its designated property manager, subject to all legal requirements, prohibitions against discrimination or unlawful housing practices. 15. Onsite Parking Management Plan. Owner shall maintain onsite parking for residents and visitors of the Project consistent with parking available to the Project prior to approval of this Agreement and actively monitor the parking demand of the Project site. Owner shall continually monitor and take the following 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, but taking the following actions: a. Requiring onsite parking permits (such as stickers or hang -tags) for any parking in the onsite parking spaces for both residents and guests; b. Adopting policies for maximum time vehicles may be parked in the surface parking spaces, including any guest parking; and C. Adopting policies for towing unauthorized vehicles, vehicles parked in unauthorized locations (such as fire lanes), vehicles parked in surface guest parking without a sticker, hang -tag, or other identifiers, and vehicles parked longer than any maximum guest parking timeframes allowed. Owner shall comply with and enforce the PMP at all times. 16. Recordkeeping. Throughout the Term of this Agreement, Owner shall annually complete and submit to City an annual compliance report. Representatives of the City shall be entitled to enter the Property, if necessary, after review of the documentation, upon at least forty- eight (48) hours' notice, to monitor compliance with this Agreement, and shall be entitled to inspect the records of the Project and to conduct an independent audit or inspection of such records at a location within the City that is reasonably acceptable to the City. Owner agrees to cooperate with the City making the Property and the records of the Project relating to each Unit available for such inspection or audit. Owner agrees to maintain each record of the Project for no less than five (5) years after the creation of such record, or such longer time as required by law if a record relates to an audit or litigation. 10 Error icy `ounC le° ''��''�� `� name. 27 — 17 7/16/2024 EXHIBIT 1 17. The covenants established in this Agreement and any amendments hereto approved by the City and Owner shall, without regard to technical classification and designation, be binding for the benefit and in favor of the City and its respective successors and assigns. 18. The City is a beneficiary of the terms and provisions of this Agreement and the covenants herein, both for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit this Agreement and the covenants running with the land have been provided. The City shall have the right if the covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which they or any other beneficiaries of this Agreement and covenants are entitled. 19. The covenants and agreements contained herein shall run with the land and not be personal obligations of Owner. Upon the sale, conveyance or other transfer of the Property that is approved by the City pursuant to this Agreement, or a Permitted Transfer, and the assumption of the obligations hereunder by a transferee, Owner's liability for performance shall be terminated as to any obligation to be performed hereunder after the date of such Transfer. 20. Default. (a) Event of Default. Failure or delay by any Party to perform any term or provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from the other Party specifying the default (or such other period specifically provided herein), constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty (30) days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of ninety (90) days). Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. (b) Rights and Remedies Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. City's rights and remedies to enforce this Agreement include any and all civil, administrative, or criminal remedies as set forth in local, state, or federal law. Notwithstanding anything to the contrary contained in this Agreement, in no event shall either Party be liable for speculative, consequential, punitive or other indirect damages, and each Party waives any right to collect speculative, consequential, punitive or other indirect damages against the other Party. 21. Indemnification. In addition to any other indemnity specifically provided in this Agreement, Owner agrees to defend (with counsel of City's choosing and the consent of Owner, which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense counsel upon City's and Owner's consent) indemnify and hold harmless City, the Housing Authority (in its capacity as the Successor Agency to the Community Redevelopment Agency for 11 Error icy `ounC le° ''��''�� `� name. 27 — 18 7/16/2024 EXHIBIT 1 the City of Santa Ana), and their respective officers, officials, agents, employees, representatives, volunteers, successors or assigns (collectively, "Indemnitees") from and against any loss, liability, claim, or judgment arising from any act or omission of Owner, or its officers, officials, agents, employees, representatives, volunteers, or successors or assigns ("Indemnitors") in connection with Indemnitors' obligations under the Original Agreement or this Agreement, or any loss, claims, damages, judgement, penalties, liabilities or costs asserted against Indemnitees that arise from or relate to the Original Agreement or this Agreement, including but not limited to the approval this Agreement, except to the extent required by law for the negligence or willful misconduct of Indemnitees. 22. Transfer or Assignment (a) Prohibited Transfers or Assignments. Owner shall not sell, transfer, or assign the Property or Project in whole or in part, or transfer or assign Owner's rights and obligations in this Agreement, in whole or in part, unless the sale, transfer, or assignment is a Permitted Transfer (as defined in Section 22(e)) or approved by the City. If Owner seeks to sell, transfer or assign the Property or Project, or any rights and obligations in this Agreement, in a manner that does not constitute a Permitted Transfer, Owner shall request City's written consent, and City shall respond within fifteen (15) days with a written approval or denial, which City may determine in its reasonable discretion. If City approves such a request, then prior to any such sale, transfer or assignment, Owner shall pay City's reasonable fees as compensation for the City's review of the request. City's failure to respond to the request within fifteen (15) days shall be deemed an approval. Notwithstanding any transfer or assignment, including any Permitted Transfers, this Agreement shall not be subordinated and shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property or any portion thereof on or after the approval of this Agreement. (b) Sale of Property. Owner agrees and declares that the Property and the Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this Agreement, all of which are for the purpose of enhancing and protecting the value and attractiveness of the Property and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute covenants which run with the land and shall be binding on Owner and its successors and assigns, and all parties having or acquiring any right, title or interest in, or to any part of the Property or Project. (c) Subsequent Assi ng ment. As used in this Agreement, the term "Owner" shall be deemed to include any such transferee or assignee after the date such sale, transfer, or assignment occurs in compliance with this Agreement. (d) Unpermitted Assignments Void. Any sale, transfer, or assignment made in violation of this Agreement shall be null and void, and City shall have the right to pursue any right or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, transfers, or assignments. (e) Permitted Transfers. Any of the following do not require the City's prior written approval (the "Permitted Transfers"): 12 Erroricy `o" '�"'�� name. unC 27 — 19 7/16/2024 EXHIBIT 1 a. Any transfer to a lender providing financing to the Project; b. Any transfer resulting from foreclosure or deed in lieu of foreclosure; C. Any transfer of stock or equity in Owner that does not change management or operational control of the Project, with no material change in beneficial ownership (with the exception of any conveyance to member(s) of the immediate family(ies) of the transferor(s) or trusts for their benefit); d. The lease of residential units in the Project consistent with this Agreement; e. Any transfer of this Agreement and the Property to a limited partnership in which OHDC or its affiliate is a general partner. f. The transfer and sale of limited partnership interests in Owner while the Owner is in the form of a limited partnership. g. In the event that any general partner of the Owner, while the Owner is in the form of a limited partnership, is removed by the limited partner of such limited partnership for cause following default under the partnership agreement, the transfer of the general partner interest to a 501(c)(3) tax exempt nonprofit corporation selected by the limited partner and approved by the City, which approval shall not be withheld unreasonably, delayed or conditioned. h. The transfer of the Project from Owner, while the Owner is in the form of a limited partnership, to one or more of the general partners of the Owner or affiliates of the general partners of the Owner at the end of the tax credit compliance period for the Project; and i. Any dilution of the general partner's interest in the Owner while the Owner is in the form of a limited partnership, in accordance with the Owner's limited partnership agreement. 23. MISCELLANEOUS (a) Entire Agreement. This Agreement and all of its exhibits and attachments set forth and contain the entire understanding and agreement of the parties with respect to the affordability requirements set forth in this Agreement for the Project, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. (b) Amendment. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance approved by the City Council, or through the City Manager as detailed herein, and signed on behalf of each party. The City Manager shall have the authority to make approvals, issue interpretations, execute documents, waive provisions, and/or enter into amendments of this Agreement on behalf of City that further the intent of this Agreement. Each alteration, change, or modification to this 13 Error icy `ounC le° ''��''�� `� name. 27 — 20 7/16/2024 EXHIBIT 1 Agreement shall be recorded against the Property in the Official Records of Orange County, California. (c) Notices. (i) Delivery. As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) two (2) days after deposit in the United States mail in a sealed envelope, first class mail and postage prepaid, and addressed to the recipient named below; or (iv) one (1) day after deposit with a known and reliable next -day document delivery service (such as Federal Express), charges prepaid and delivery scheduled next -day to the recipient named below, provided that the sending party receives a confirmation of delivery from the delivery service provider; or (v) upon transmission thereof (as evidenced by the recipient's reply to such notice or other competent evidence of actual receipt) if transmitted by electronic transmission (email), provided that a copy of such notice is concurrently sent by first- class mail postage prepaid. All notices shall be addressed as follows: If to City: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attention: Housing Division Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 If to Owner: Orange Housing Development Corporation 414 E. Chapman Avenue Orange, CA 92866 Attention: Chief Executive Officer (ii) Change of Address. Either Party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. (d) Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement 14 Erroricy `o" '�"'�� name. unC 27 — 21 7/16/2024 EXHIBIT 1 shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. (e) Interpretation and Governing Law. This Agreement and any dispute hereunder shall be governed and interpreted in accordance with the laws of the State of California without regard to conflict of law principles. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof. (f) Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. (g) Singular and Plural. As used herein, the singular of any word includes the plural, and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include the other as context so dictates. (h) Joint and Several Obligations. If at any time during the Term of this Agreement the Property and/or Project is owned, in whole or in part, by more than one owner, all obligations of such Owner under this Agreement shall be joint and several, and the default of any such owner shall be the default of all such owners. (i) Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 0) Computation of Days. Unless otherwise specified in this Agreement or any Exhibit attached hereto, use of the term "days" shall mean calendar days. For purposes of this Agreement and all Exhibits attached hereto, "business days" shall mean every day of the week except Saturdays, Sundays, official State holidays as recognized in Government Code Section 19853(a) or successor statute, and any days in which Santa Ana City Hall is closed for business. (k) Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. (1) Non -Discrimination. In performing its obligations under this Agreement, OHDC shall not discriminate because of race, color, creed, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial status, age, source of income, disability, medical condition, veteran or military status, or genetic information of any person, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, or termination of employees or other related activities. Owner affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. (m) Third Party Beneficiaries. No person or entity, other than City and Owner shall have any right of action based upon any provision of this Agreement. 15 Erroricy `o" '�"'�� name. unC 27 — 22 7/16/2024 EXHIBIT 1 (n) Force Majeure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, pandemics as declared by federal, state, or local emergency resolution, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Parry's control (including the Parry's employment force), court actions (such as restraining orders or injunctions), or other causes beyond the Party's control, including delays by any governmental entity (although the City may not benefit from this provision for a delay that results from City's failure to perform its obligations under this Agreement), or an insurance company of either party. If any such events shall occur, the Term of this Agreement and the time for performance by either Party of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance. (o) Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed hereunder by such benefited Party. (p) Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof, and (c) is binding upon each Party and each successor in interest approved pursuant to this Agreement during ownership of the Property or any portion thereof. (q) Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. (r) Jurisdiction and Venue. Any action at law or in equity under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. (s) Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Parry is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Owner is that of a government entity regulating private property and the Owner of such property. (t) Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and in the satisfaction of the Project and conditions of this Agreement. Upon the request of either Party at any time, the other Party shall 16 Error icy `ounC le° ''��''�� `� name. 27 — 23 7/16/2024 EXHIBIT 1 promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or the Project or to evidence or consummate the transactions contemplated by this Agreement. City hereby authorizes City Manager to take such other actions and negotiate and execute any additional agreements or amendments to this agreement as may be reasonably necessary or proper to fulfill the City's obligations under this Agreement. The City Manager may delegate her or his powers and duties under this Agreement to an authorized management level employee of the City. (u) Estoppel Certificate. Within ten (10) business days following a written request by any of the Parties, the other Party shall execute and deliver to the requesting Party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding Party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification, except as may be represented by the requesting Party, and that there are no uncured defaults in the performance of the requesting Party, except as may be represented by the requesting Party. (v) No Subordination. This Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property or any portion thereof. (w) Attorneys' Fees and Costs. If either Party to this Agreement commences an action against the other Party to this Agreement arising out of or in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing Party. 24. Authority to Execute. The person or persons executing this Agreement on behalf of each Party warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind the Party to the performance of its obligations hereunder. [Signatures on Following Pages] 17 Error icy `ounC len NroNer `name' 27 — 24 7/16/2024 EXHIBIT 1 IN WITNESS WHEREOF, the City and Owner have executed this Agreement. Date: Date: ORANGE HOUSING DEVELOPMENT CORPORATION, a California nonprofit public benefit corporation By: Eunice Bobert Chief Executive Officer THE CITY OF SANTA ANA, a municipal corporation and charter city Alvaro Nunez, Acting City Manager ATTEST: Jennifer L. Hall, City Clerk APPROVED AS TO FORM: Sonia R. Carvalho CITY ATTORNEY By: NA.'iR &-� Matthew R. Cody Special Council to the City Best, Best & Krieger RECOMMENDED FOR APPROVAL Michael L. Garcia Executive Director Community Development Agency Error! Unknown document property name. City Council 27 — 25 7/16/2024 EXHIBIT 1 CONSENT BY HOUSING AUTHORITY The Housing Authority of the City of Santa Ana, a public body, corporate and politic, in its capacity as the successor to the housing assets and functions of the Community Redevelopment Agency of the City of Santa Ana, hereby agrees to the termination of the Original Agreement but is otherwise not a party to this Agreement. Date: THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA , a public body, corporate and politic, in its capacity as the successor to the housing assets and functions of the Community Redevelopment Agency of the City of Santa Ana Executive Director ATTEST: Jennifer L. Hall, Clerk of the Board of Commissioners APPROVED AS TO FORM: General Counsel Error icy `ounC len NroNer `name' 27 — 26 7/16/2024 EXHIBIT 1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On , before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Name: Notary Public Error icy `ounC len proper y name. 27 — 27 7/16/2024 EXHIBIT 1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On , before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Name: Notary Public Error icy `ounC len proper y name. 27 — 28 7/16/2024 EXHIBIT 1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On , before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Name: Notary Public Error icy `ounC len NroNer `name' 27 — 29 7/16/2024 EXHIBIT 1 ATTACHMENT NO. 1 LEGAL DESCRIPTION ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: LOTS 1 THROUGH 10 INCLUSIVE, IN BLOCK 2 OF FRUIT'S ADDITION TO SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 9, PAGE 91 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. EXCEPT FROM SAID PROPERTY ALL OIL, GAS, HYDROCARBON SUBSTANCES AND MINERALS OF EVERY KIND AND CHARACTER, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH AND TO USE AND OCCUPY ALL PARTS OF SAID PROPERTY LYING MORE THAN 500 FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR OR PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE OF SAID PROPERTY OR ANY PORTION THEREOF WITHIN 500 FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER TO THE EXTENT SUCH RIGHTS TO DRILL HAVE BEEN EXCEPTED BY THE PARTIES NAMED IN DEEDS, LEASES AND OTHER DOCUMENTS OF RECORD, BY DEED RECORDED FEBRUARY 7, 1986, AS INSTRUMENT NO. 86-53330 OF OFFICIAL RECORDS. APN: 398-323-08 Attachment No. 1 -1- Error If lirOUlct men property name. 27 — 30 7/16/2024 Qverland, Pacific & Cutler, a Division of TRAI*.NSYSTEMS Garden Court Project RELOCATION PLAN Prepared for: C&C Development Co., LLC 14211 Yorba St., Suite 200 Tustin, CA 92780 (714) 288-7600 Prepared by: Overland, Pacific and Cutler, a division of TranSystems 5000 Airport Plaza Drive, Suite 250 Long Beach, CA 90815 (562) 304-2000 June 27, 2024 City Council 27 — 31 7/16/2024 TABLE OF CONTENTS INTRODUCTION L PROJECT DESCRIPTION A. REGIONAL LOCATION B. PROJECT SITE LOCATION AND DESCRIPTION II. ASSESSMENT OF RELOCATION NEEDS 5 A. SURVEY METHOD 5 B. OCCUPANT DATA 5 1. Current Occupants 5 2. Income 5 3. Language 5 4. Senior/Handicapped Households 5 5. Permanent Replacement Housing Needs 6 6. Preferred Area to Relocate 6 III. RELOCATION RESOURCES 7 A. TEMPORARY HOUSING NEEDS 7 B. PERMANENT REPLACEMENT HOUSING AVAILABIILTY 7 1. Rental Replacement Housing 7 2. Summary 8 C. RELATED ISSUES 8 1. Concurrent Residential Displacement 8 IV. THE RELOCATION PROGRAM 9 A. ADVISORY ASSISTANCE 9 B. QUALIFIED TENANT RELOCATION BENEFITS 10 C. PERMANENT RELOCATION BENEFITS 11 D. GENERAL INFORMATION REGARDING THE PAYMENT OF RELOCATION BENEFITS 14 E. PROGRAM ASSURANCES AND STANDARDS 15 F. CITY OF SANTA ANA RSO AND JCO 15 G. LAST REORT HOUSING 15 H. RELOCATION TAX CONSEQUENCES 16 I. GRIEVANCE PROCEDURES 16 V. ADMINISTRATIVE PROVISIONS 17 A. NOTICES 17 B. PRIVACY RECORDS 18 C. EVICTION POLICY 18 D. CITIZEN PARTICIPATION 18 E PROJECTED DATE OF DISPLACEMENT 19 F. ESTIMATED RELOCATION COSTS 19 LIST OF TABLES TABLE 1: Available Replacement Rental Housing TABLE 2: Fixed Move Schedule TABLE 3: Example rental Assistance Payment Calculation 7 12 13 City Council 27 — 32 7/16/2024 LIST OF EXHIBITS EXHIBIT A: HUD INCOME LIMITS EXHIBIT B: AVAILABLE REPLACEMENT UNITS EXHIBIT C: INFORMATIONAL STATEMENT EXHIBIT D: NOTICE OF NON -DISPLACEMENT EXHIBIT E: NOTICE OF ELIGIBILITY EXHIBIT F: NOTICE TO VACATE EXHIBIT G: PUBLIC COMMENTS & RESPONSES City Council 27 — 33 7/16/2024 INTRODUCTION C&C Development Co., LLC (Owner) has authorized the preparation of a Relocation Plan to be undertaken in connection with planning for the proposed rehabilitation of rental housing units located at 300 E. Santa Ana Boulevard, Santa Ana, CA 92701 (Project site) known as Garden Court (Project). The Owner plans to rehabilitate 84 units, including both the building exterior and unit interiors. Improvements will include: Interior New cabinets New countertops New interior lighting New HVAC equipment New doors and frames Replace Appliances Drywall repairs New flooring throughout Repaint interiors F.xteri or Replace building lighting Replace landscaping Replace playground equipment Stucco repairs New paint Roofing New windows New decking The Project consists of 84 total units: 24 one -bedroom units and 60 two -bedroom units. It is anticipated that nine units will be at 30% area median income (AMI), nine units will be at 50% AMI, 29 units will be at 60% AMI, and 36 units will be at 70% AML The remaining unit will be an unrestricted manager's unit. AMI levels are based on the HUD Income Limits as shown in Exhibit A. There will be no loss of units and bedroom counts will remain the same post - renovations. The building has four quadrants, each with 21 units. The Project construction plan proposes that each quadrant will be rehabilitated by itself, resulting in four phases to the Project. Each quadrant will take approximately six months to complete. To renovate the first quadrant, 15 households will be permanently relocated, and a certain number of households will be moved to other Project units temporarily to clear one quadrant. (There are currently six vacant units). Once that quadrant has been rehabilitated, 21 qualified Project households will be moved directly one-time into a newly renovated Project unit, and this process will continue quadrant by quadrant as renovations are completed. When the final quadrant has been completed, any previously displaced qualified tenants will be offered the first right of refusal to return to a Project unit. The Owner anticipates utilizing financing including Tax -Exempt Bonds, a Seller Carryback Loan, a Deferred Developer Fee, Seller Contribution, Income from Operations, and Limited Partner Equity in the form of Federal Tax Credits. Due to the proposed funding sources, the Relocation Plan and the relocation program described within meets the requirements of California Relocation Assistance Law, Government Code Section 7260, et seq. (Law), and the Relocation Assistance and Real Property Acquisition Guidelines adopted by the Department of Housing and Community Development as in Title 25, California Code of Regulations Section 6000, et seq. (Guidelines). City Council 27 — 34 7/16/2024 Overland, Pacific & Cutler, LLC ("OPC"), an experienced relocation consulting firm, has been retained to prepare this Relocation Plan ("Plan") in compliance with regulatory and statutory requirements, to evaluate the present circumstances of affected tenants, identify the permanent housing requirements of the tenants, and to describe the Owner's on -site moves and permanent relocation plans and available resources. As of the date of this Plan, 63 households will move one-time into newly renovated Project units on -site, and 15 households will be permanently relocated. (There will also be a certain number of households who will be moved temporarily into other Project units, but the exact number of households is unknown at this time). The needs and characteristics of the Project residents and the Owner's program to provide assistance to each affected person are general subjects of this Plan. This Plan is organized in five sections: 1. Project description (SECTION I); 2. Assessment of the relocation needs of persons subject to permanent displacement (SECTION II); 3. Assessment of available permanent replacement housing for the Project residents (SECTION III); 4. Description of the Owner's relocation program (SECTION IV); 5. Description of the Owner's Project timeline and budget (SECTION V). City Council 27 — 35 7/16/2024 I. PROJECT DESCRIPTION A. REGIONAL LOCATION The Project is located in the City of Santa Ana within Orange County. The Project site is immediately accessible from Interstate 5 and State Highways 22 and 55 (Figure 1: Regional Project Location). Surrounding communities include Orange, Tustin, Irvine, Fountain Valley and Garden Grove. s Los Angeles -I Monte�wes s Montebello sa Huntington Park C +' . Iron§ Beach `! des I:. .: (57) 'Pomona 0 Chino Chino ills er 83 Ei gil Hills ark 91 Full 91 A ; r untain ss Wile y 13 { Irvine Trabuoo Huntington - 241 Canyon` Beach Lake Forest Newport Beach Mission Viejo, `iso Viejo II Figure 1: Regional Project Location B. PROJECT SITE LOCATION AND DESCRIPTION Jur rco The Project site is located at 300 E. Santa Ana Boulevard, Santa Ana, CA 92701 and its general boundaries include E. Santa Ana Boulevard, N. Spurgeon Street, E. 51h Street and French Street. The site spans 1.44 acres and one parcel improved with one building with 84 units. As of the date of this Plan, 80 units are occupied by tenants, one unit is occupied by an on -site manager, and three units are vacant (Figure 2: Project Site and Figure 3: Project site with addresses). City Council 27 — 36 7/16/2024 P Figure 2: Project site - E M..tr'i V. City Council 27 — 37 7/16/2024 IL ASSESSMENT OF RELOCATION NEEDS A. SURVEY METHOD To obtain information necessary for the preparation of this Plan, OPC interviewed or attempted to interview the Project residents in March and April 2024. Despite multiple attempts, one household did not respond to multiple interview requests via phone messages, door knocking, cards left and property management outreach. Data on the Project households was also provided to OPC by the Owner in March 2024. For the interviewed households, OPC collected information about the household composition and current circumstances, special needs related to permanent relocation, preferred language, disabilities, gross annual income, and an assessment of personal property to be relocated. B. OCCUPANT DATA 1. Current Occupants As of the date of this Plan, there are 84 units to be rehabbed for the Project of which 78 are currently occupied. Sixty-nine of the households (including the manager) are qualified to remain in a Project unit, and nine households are over -income. However, an additional six households will be permanently displaced to facilitate the construction plan previously described. The Project households range in size from 1-8 individuals and occupy one- and two -bedroom apartment units. The specific households who will be permanently displaced are unknown at this time, but this Relocation Plan will be updated with specific tenant data closer to the funding application in August 2024. 2. Income Information regarding gross household income was provided by the Developer in July 2024. According to income standards for Orange County (Exhibit A) adjusted for family size as published by the United States Department of Housing and Urban Development (HUD), 23 households qualify as Extremely Low Income (30% AMI or below), 25 households qualify as Very Low Income (31% - 50% AMI), 24 households qualify as Low Income (51% -80% AMI), and 6 households are above Low Income (over 80% of AMI). Of the Extremely Low Income households, four currently have section 8 vouchers. The six over -income households presently occupy market rate units. The specific income levels for the households to be permanently displaced will be determined once the 15 households to be relocated are identified. 3. Language The preferred languages for the Project households are English and Spanish. All verbal communication and required written notices will be provided in the language understood by the tenant and a bilingual relocation agent will be provided, as necessary. 4. Senior/Handicapped Households It is unknown at this time how many senior or disabled tenants will be permanently displaced. However, appropriate steps will be taken to accommodate mobility challenges and to provide City Council 27 — 38 7/16/2024 suitable housing on a first floor or with access to an elevator and an ADA compliant unit when necessary. In addition, all senior and disabled Project tenants will receive extra assistance to make sure their units are move -ready, to move them to their new accommodations on -site or permanent replacement housing off -site and to accommodate any other special needs they may have. 5. Permanent Replacement Housing Needs Replacement housing needs, as expressed in this plan, are defined by the total number of required replacement units and distribution of those units by bedroom size. The projected number of required units by bedroom size is calculated by comparing current data for household size with the Owner's replacement housing occupancy standards. These standards, generally, allow for up to two persons in a studio unit, three persons in a one -bedroom unit, five persons in a two - bedroom unit, seven persons in a three -bedroom unit and nine or more persons in a four -bedroom unit. When determining the comparable size of the replacement unit under the State relocation programs, the number of all household members is taken into consideration regardless of legal presence status. Because the specific 15 households who will be permanently displaced have not yet been identified, based on current household sizes, it is assumed the replacement housing needs may include one-, two-, three- and four -bedroom apartments units. The Project site is within a densely populated mixed -use area with retail shopping, personal services, restaurants, medical facilities, parks, schools, opportunities for employment, public facilities, social services, and public transportation. 6. Preferred Area to Relocate Once the households to be permanently displaced have been identified, they will be interviewed to determine their preferred areas to relocate. City Council 27 — 39 7/16/2024 III. RELOCATION RESOURCES A. TEMPORARY HOUSING NEEDS The Owner's planned rehabilitation and scope of work for the unit upgrades will require 21 households every six months over three phases to move directly into renovated units as their new permanent Project units. Initially, a certain number of households will be required to move on -site into other Project units temporarily. Therefore, no off -site temporary housing will be required. B. PERMANENT REPLACEMENT HOUSING NEEDS AND AVAILABILITY Prior to the first phase of construction, 15 households will be required to move off -site as permanent relocations. (Nine of the 15 households are over -income households). Together with the six vacancies plus a certain number of Project households that will have to move to other units on -site, the permanent displacements will create 21 vacant units in one quadrant to allow for the remaining Project households to stay on -site during construction until it is time to permanently move into newly renovated units one quadrant at a time over three phases on a rolling basis. The income -qualified tenants who must permanently relocate off -site will have the first right of refusal to return to a Project unit after construction on the fourth and final quadrant has been completed. For residential housing, a resource survey was conducted to identify available comparable rental units within proximity to the Project site. The following sources were utilized: -- Classified rental listings from local newspapers and For Rent publications -- Internet sources of rental opportunities 1. Residential Rental Housing A replacement housing survey was conducted in May 2024 to look for available one-, two-, three- and four -bedroom apartments for rent in Santa Ana and in proximity to the Project site. This data as of the date of this Plan ultimately located within five miles of the Project site is summarized in Table 1 below and in Exhibit B. Table 1: Availability and Cost of Re lacement Rental Housing 9 of Bedrooms One Two Three Four 9 Found 24 24 18 4 Rent Range $1,995 - $2,728 $2,495 - $3,099 $3,200 - $4,299 $3,200 - $4,200 Median Rent $2,245 $2,775 $3,550 $3,975 The available units identified were in residential and mixed -use neighborhoods with access to restaurants, retail stores, medical facilities, social services, opportunities for employment, public transportation, parks, schools and opportunities for employment. The median rent amount shown in the table is among the figures used to make benefit and budget projections for the Plan. This amount is, naturally, subject to change according to the market rates prevailing at the time of displacement. City Council 27 — 40 7/16/2024 2. Summary Considering the above -described availability of replacement housing resources gathered, it appears there are an adequate number of replacement units for the residential occupants. While adequate replacement resources exist for the tenants, based on survey results of rental opportunities and the tenants' current rent, some tenants may have an increase in monthly rent. Possible increases, if any, will be met through the Owner's obligation under the relocation regulations, including Last Resort Housing (LHR) requirements. (See Section IV, E). C. RELATED ISSUES 1. Concurrent Residential Displacement There are no known public projects anticipated in the Project area that will cause significant displacements during the timeframe of anticipated initiation of Project displacements. No residential displacee will be required to move without both adequate notice and access to available, comparable, affordable, decent, safe and sanitary housing. City Council 27 — 41 7/16/2024 IV. THE RELOCATION PROGRAM The Owner's Relocation Program is designed to be responsive to unique Project circumstances, emphasize maintaining personal contact with all affected individuals, and consistently apply all criteria to formulate eligibility and benefit determinations and conform to all applicable requirements. The Owner will provide tenants the assistance, rights and benefits required under the standards and provisions set forth in the State law and regulations and all other applicable regulations and requirements. The relocation program will provide both advisory and financial assistance. Every effort will be made to facilitate relocation arrangements and minimize hardships for the tenants. The Owner will retain OPC, a multi-lingual consulting firm, to administer the Relocation Program for the tenants. OPC has worked on more than 6,000 public acquisition and relocation projects for more than 46 years. Experienced Owner staff will monitor the performance of OPC and be responsible to approve or disapprove OPC recommendations concerning eligibility and benefit determinations per applicable program requirements. OPC staff will be available to assist any relocated person and/or household with questions about the relocation process, relocation counseling and/or assistance in relocating. Relocation staff can be contacted at (800) 400-7356 from 8:00 am to 5:00 pm Monday through Friday and are available via voicemail and/or cellular phones after hours. The Relocation Office is located at 5000 Airport Plaza Drive, Suite 250, Long Beach, CA 90815. Relocation staff will assist tenants at hours convenient for the tenants and will go to the tenants rather than requiring them to come to an OPC office. The relocation program consists of two principal constituents: advisory assistance and financial assistance (Relocation Benefits). A. ADVISORY ASSISTANCE Advisory assistance services are intended to inform the tenants about the Owner's relocation program, help in the process of securing appropriate permanent replacement accommodations, facilitate claims processing, maintain a communication link with the Owner and coordinate the involvement of outside service providers. To follow through on the advisory assistance component of the relocation program and assure that the Owner meets their obligations under the law, OPC relocation staff will perform the following functions: 1. Distribute appropriate written information concerning the Owner's relocation program (Exhibit C); 2. Inform the eligible households of the nature of, and procedures for, obtaining available relocation benefits; 3. Determine the needs of each household eligible for assistance (including interviews with the persons to be permanently displaced wherein they may indicate special accommodation requests and/or special needs related to permanent relocation); City Council 27 — 42 7/16/2024 4. Provide tenants with access to available decent safe and sanitary permanent housing within a reasonable time prior to the moves; 5. Provide transportation to the tenants and their personal property, if necessary, to the permanent accommodations; 6. Inspect permanent housing to assure it meets decent, safe and sanitary standards as described in the CRAL; 7. Assist eligible occupants in the preparation and submission of relocation assistance claims; 8. Provide additional reasonable services necessary to successfully relocate occupants; 9. Make benefit determinations and payments in accordance with applicable laws and the Owner's adopted relocation guidelines; 10. Provide each qualified household with a minimum of 30 days written notice to relocate on -site and each household to be permanently displaced off -site with at least 90 days written notice to vacate; 11. Inform all tenants of the Owner's policies in writing and verbally with regard to eviction and property management; 12. Establish and maintain a formal grievance procedure for use by displaced persons seeking administrative review of the Owner's decisions with respect to relocation assistance; and 13. Provide assistance that does not result in different or separate treatment based on or due to an individual's sex, marital status, race, color, religion, ancestry, national origin, physical handicap, sexual orientation, and domestic partnership status. Adequate written and verbal notice and access to affordable decent, safe and sanitary housing will be provided with all requests made to tenants to vacate. Personal contact via phone, text, email, mail and in person, as applicable, will be maintained with all households during the relocation process. B. QUALIFIED TENANT RELOCATION BENEFITS Specific eligibility requirements and benefit plans will be detailed on an individual basis with all residents. In the course of the interview and follow-up visits, each household will be counseled as to available options and the consequences of any choice with respect to financial assistance. The Owner pledges to appropriate special care for households requiring additional assistance in the event of unforeseen circumstances. Relocation assistance information and counseling will be provided in the primary language of the displaced occupants to ensure that all residents obtain a complete understanding of the rehabilitation program and eligible accommodations and services provided. Addition translation services will be provided upon request. City Council 27 — 43 7/16/2024 Each time the renovations of one quadrant have been completed, 21 households from a different quadrant will move directly into the newly renovated units as their permanent Project homes until all quadrants have been completed and all Project residents have been moved one-way into renovated units. As stated previously, initially, a certain number of households will need to move into other Project units temporarily to clear one entire quadrant to begin the construction within the first quadrant. Those households will need to move twice on -site. Residents' furniture and personal property will be moved to their new permanent Project unit by a professional moving company, or they may elect to claim a Fixed Moving Payment based on the most current Federal Fixed move Payment Schedule (current schedule shown on Page 12). Packing and unpacking services will also be offered and provided to all residents at no cost to the residents, if requested. If a household elects to opt out of the packing/unpacking option, packing materials will be provided to residents 2-4 weeks prior to move out days. Residents will be given at least 30 days' written notice to vacate and move into their temporary and/or new permanent Project units, and advisory services will be provided throughout the relocation process. Relocation staff will provide all required relocation assistance to the households who will move one-way into newly renovated units. The Owner will directly pay the selected moving company to pack/unpack and move the tenants' personal property and will reimburse tenants for any utility transfer or one-time hook-up fees. Therefore, no tenant should incur any out-of-pocket costs associated with the relocations on -site. However, in the event a tenant does incur a cost related to the relocation on -site, the Owner will reimburse all eligible, reasonable and necessary costs. C. PERMANENT RELOCATION BENEFITS Permanent relocation benefits will be provided to non -qualified tenants and tenants required to move permanently to create an empty quadrant in accordance with the provisions of the State Relocation Law and Guidelines, and the Owner rules, regulations and procedures pertaining thereto. Benefits will be paid to eligible displaced persons upon submission of required claim forms and documentation in accordance with the Owner's normal administrative procedures. The Owner will process advance payment requests to mitigate hardships for tenants who do not have access to sufficient funds to pay move -in costs such as first month's rent and/or security deposits. Approved requests will be processed expeditiously to help avoid the loss of desirable, appropriate replacement housing. Tenants who will be permanently displaced will be eligible for the following relocation assistance: 1. Residential Moving Expense Payments All eligible residential occupants to be permanently relocated from the Project site will be eligible to receive a payment for moving expenses. Moving expense payments will be made based upon the actual cost of a professional move, or a fixed payment based on a room - count schedule, or a combination of both. a. Actual Cost (Professional Move) City Council 27 — 44 7/16/2024 Displacees may elect to have a licensed professional mover perform the move. The actual cost of the moving services, based on at least two acceptable bids, will be compensated by the Owner in the form of a direct payment to the moving company upon presentation of an invoice. Transportation costs are limited to a distance of 50 miles in either case. In addition to the actual move, costs associated with utility re -connections (i.e., gas, water, electricity, telephone, and cable, if any), are eligible for reimbursement. b. Fixed Payment (based on Room Count Schedule) An occupant may elect to receive a fixed payment for moving expenses which is based on the number of rooms occupied in the displacement dwelling or ancillary structures on the property. In this case, the person to be relocated takes full responsibility for the move. The fixed payment includes all utility connections as described in (a), above. The current schedule for fixed moving payments is set forth in Table 2 following: TABLE 2: Schedule of Fixed Moving Payments (effective as of August 2021) Unfurnished Dwelling One room $780 Two rooms $1,000 Three rooms $1,250 Four rooms $1,475 Five rooms $1,790 Six rooms $2,065 Seven rooms $2,380 Eight rooms $2,690 each additional room $285 Furnished Dwelling First Room $510 1$100 Each additional room 2. Rental Assistance for Tenant Occupants Who Choose to Rent To be eligible to receive the rental assistance benefits, the displaced tenant household has to rent or purchase and occupy a decent, safe, and sanitary replacement dwelling within one year from the date they move from the displacement dwelling. Except in the case of Last Resort Housing situations (Section E, Page 15), payments to households will be payable over a 42-month period and limited to a total maximum payment of $5,250 as stated under the Guidelines. (More information regarding rental assistance and City Council 27 — 45 7/16/2024 Last Resort Housing will be provided in detail in the informational brochure (Exhibit C) that will be provided to each household at the initiation of relocation activities.) Table 3 below portrays an example of a benefits determination under the State relocation program: ABLE 3: Example Computation of Rental Assistance Payments 1. Old Rent $650 Old Rent and Utilities or 2. Ability to Pay $700 30% Adjusted, Monthly, Gross Household Income (State)* 3. Lesser of lines 1 or 2 S650 Base Monthly Rental Subtracted From: 4. Actual New Rent $750 Actual New Rent and Utilities or 5. Comparable Rent $775 Determined by District (includes utilities) 6. Lesser of lines 4 or 5 $750 7. Yields Monthly Need: $100 Subtract line 3 from line 6 Rental Assistance $4,200 Multiply line 7 by 42 months *Gross adjusted income means the total amount of annual income of a household less the following: (1) a deduction for each dependent in excess of three; (2) a deduction of 10% of total income for the elderly or disabled head of household; (3) a deduction for recurring extraordinary medical expenses defined for this purpose to mean medical expenses in excess of 3% of total income, where not compensated for, or covered by insurance or other sources; (4) a deduction of reasonable amounts paid for the care of children or sick or incapacitate family members when determined to be necessary to employment of head of household or spouse, except that the amount shall not exceed the amount of income received by the person who would not otherwise be able to seek employment in the absence of such care. Rental Assistance payment amounts are equal to 42 times the difference between the base monthly rent and the lesser of: (i) The monthly rent and estimated average monthly cost of utilities for a comparable replacement dwelling; or (ii) The monthly rent and estimated average monthly cost of utilities for the decent, safe, and sanitary replacement dwelling actually occupied by the displaced person. The base monthly rent for the displacement dwelling is the lesser of: (i) The average monthly cost for rent and utilities at the displacement dwelling for a reasonable period prior to displacement, as determined by the Owner; or City Council 27 — 46 7/16/2024 (ii) Thirty percent (30%) of the displaced person's average, monthly, adjusted gross household income. If a tenant refuses to provide appropriate evidence of income or is a dependent, the base monthly rent shall be determined to be the average monthly cost for rent and utilities at the displacement dwelling; or (iii) The total of the amount designated for shelter and utilities if receiving a welfare assistance payment from a program that designated the amounts for shelter and utilities 3. Downpayment Assistance to Tenants Who Choose to Purchase The displaced households may opt to apply the entire benefit amount for which they are eligible toward the purchase of a replacement unit. Residential tenants, who are otherwise eligible to receive the Rental Assistance Payment described above, may choose to receive a lump sum payment equal to forty-two months of rental subsidy (including Last Resort Housing benefits) to purchase a new home. A displaced household, who chooses to utilize up to the full amount of their rental assistance eligibility (including any Last Resort benefits) to purchase a home, will have the funds deposited in an open escrow account, provided that the entire amount is used for the downpayment and eligible, incidental costs associated with the purchase of a decent, safe, and sanitary replacement home. A provision shall be made in the escrow arrangements for the prompt return of Owner funds, in the event escrow should fail to close within a reasonable period of time. Final determination about the type of relocation benefits and assistance for which the household is eligible will be determined upon verification of the household's occupants, length of occupancy and income. To be eligible to receive the rental assistance benefits, the displaced tenant household has to rent or purchase and occupy a decent, safe, and sanitary replacement dwelling within one year from the date they move from the Project site. D. GENERAL INFORMATION ON PAYMENT OF RELOCATION BENEFITS Claims and supporting documentation for relocation benefits must be filed with the Owner within 30 days from the date the qualified tenant moves to a new unit. Permanently displaced households must file claims for relocation benefits within 18 months of moving from the Project site. The procedure for the preparation and filing of claims and the processing and delivery of payments will be as follows: 1) Tenants(s) will provide all necessary documentation to substantiate eligibility for assistance; 2) Relocation staff will follow up with all temporarily displaced households within one week of return to the permanent unit to remind them of the opportunity to file a claim and will follow up with permanently displaced households within six months of the expiration of the claims period; City Council 27 — 47 7/16/2024 3) Assistance amounts will be determined in accordance with the provisions of the applicable relocation law and guidelines; 4) Required claim forms will be prepared by relocation personnel and reviewed with tenants. Signed claims and supporting documentation will be submitted by relocation personnel to the Owner; 5) The Owner will review all claims for payment and determine whether to approve, deny, or seek additional information; 6) Final payments to residential permanent displacees will be issued after confirmation that the Project premises have been completely vacated, and actual residency at the replacement unit is verified; 7) All correspondence, back-up documentation, claims, receipts of payment and notices will be maintained in the relocation case file. E. PROGRAM ASSURANCES AND STANDARDS Adequate funds are available to relocate the Project households. Relocation assistance services will be provided to ensure that displacement does not result in different or separate treatment of households based on race, nationality, color, religion, national origin, sex, marital status, familial status, disability or any other basis protected by the federal Fair Housing Amendments Act, the Americans with Disabilities Act, Title VI of the Civil Rights Act of 1964, the Unruh Act, Title VIII of the Civil Rights Act of 1968, as well as any other arbitrary or unlawful discrimination. F. CITY OF SANTA ANA RSO AND JCO To the extent that the new regulatory agreement restricting 100 percent of the units, other than the manager's unit, has not yet been recorded, Section 8-3120.b.2.D of the City of Santa Ana Rent Stabilization and Just Cause Eviction Ordinance shall apply. However, the Project is eligible for an exemption per Division 2.b.D, intent to demolish or substantially remodel the property. G. LAST RESORT HOUSING Based on housing cost and income data derived from the occupants and costs of replacement housing resources, it is anticipated that "comparable replacement housing" may not be available as required for the non -qualified households. Specifically, for renters, when the computed replacement housing assistance eligibility exceeds $5,250 or replacement dwelling monthly rental costs (including utilities and other reasonable recurring expenses) exceeds 30% of the person's average monthly income, Last Resort Housing must be provided. Therefore, if the Project is to go forward, the Owner will authorize funds to provide housing of last resort. In this situation, funds will be used to make payments in excess of the monetary limit specified in the statute ($5,250); hence, satisfying the requirement that "comparable replacement housing" is available. A displaced tenant household will be entitled to consideration for supplementary benefits in the form of Last Resort Housing assistance when the computed replacement housing assistance eligibility exceeds $5,250 or replacement dwelling monthly rental costs (including utilities and other reasonable recurring expenses) exceed 30% of the person's average monthly income (financial means) or when a tenant fails to meet the 90-day occupancy requirement and comparable City Council 27 — 48 7/16/2024 replacement rental housing is not available within the displaced person's financial means. Calculations of Last Resort rental assistance benefits for tenants who fail to meet the 90-day occupancy requirement will be based solely on household income. Non-90-day qualifiers must meet basic eligibility requirements applied to all other displacees. Recipients of Last Resort rental assistance, who intend to purchase rather than re -rent replacement housing, will have the right to request a lump sum payment of all benefits in the form of downpayment assistance. Tenant households receiving periodic payments will have the option to request a lump sum payment of remaining benefits to assist with the purchase of a decent, safe and sanitary dwelling. H. RELOCATION TAX CONSEQUENCES In general, relocation payments are not considered income for the purpose of Division 2 of the Internal Revenue Code of 1954, which has been redesignated as the Internal Revenue Code of 1986 (Title 26, U. S. Code), or for the purpose of determining the eligibility or the extent of eligibility of any person for assistance under the Social Security Act (42 U. S. Code 301 et seq.) or the Personal Income Tax Law, Part 10 (commencing with Section 17001) of the Revenue and Taxation Code, or the Bank and Corporation Tax Law, Part II (commencing with Section 23001) of Division 2 of the Revenue and Taxation Code. The above statement on tax consequences is not intended as tax advice by the Owner or OPC. Tenants are responsible for consulting with their own tax advisors concerning the tax consequences of relocation payments. I. GRIEVANCE PROCEDURES The Owner's Relocation Appeals process will be consistent with the provisions within the Guidelines. The right to appeal shall be described in all relocation explanatory material distributed to tenants via mail or in -person visits. Tenants will have the right to ask for administrative review when they believe themselves aggrieved by a determination as to eligibility, payment amounts, and the failure to provide comparable temporary housing or the Owner's property management practices Requests for administrative review and informal hearings will be directed to the Owner's Principal, Todd Cottle, who can be reached at todd@c-cdev.com or (714) 288-7600. All requests for review will receive written responses from the Owner within three weeks of their receipt. If an informal appeal is denied, appellants will be entitled to file a written request for a formal hearing before an impartial and independent hearing officer. The Owner will provide interpretation services for appeals hearings, if requested by the household. The appellant does not have to exhaust administrative remedies first; the appeal/grievance can either go directly to HCD or directly to the Court. Any person and/or organization directly affected by the relocation plan may petition the Department of Housing and Community Development (HCD), located at 2020 West El Camino Avenue, Sacramento, CA 95833 to review the relocation plan or HCD can be contacted at 916-263-2769. City Council 27 — 49 7/16/2024 More detail concerning the appeals process will be provided upon request. Appellants will retain their appeal rights for up to 18 months following the date of displacement from the Project premises or receipt of final payment for relocation benefits, whichever is later. City Council 27 — 50 7/16/2024 V. ADMINISTRATIVE PROVISIONS A. NOTICES Each notice, which the Owner is required to provide to a Project occupant, shall be personally delivered or sent by certified or registered first-class mail, return receipt requested and documented in the case file. Each notice will be written in plain, understandable language. Persons who are unable to read and understand any notice will be provided with appropriate translation and counseling. Each notice will indicate the name and telephone number of a person who may be contacted for answers to questions or other needed help. There are four principal notices: 1) Informational Statement 2) Notice of Non -Displacement (qualified tenants) 2). Notice of Eligibility (tenants to be permanently displaced) 3) Notice to Vacate A Notice of Non -Displacement (NOND) will be distributed to each qualified tenant household (Exhibit D). The NOND to the household contains a determination of eligibility to remain in a Project unit post -rehab. The notice also describes the benefits for which the household is eligible. The NOND will be issued to the qualified households once Project funding has been secured. A Notice of Relocation Eligibility (NOE) will be distributed to each household to be permanently displaced (Exhibit E). The NOE to the tenants contains a determination of eligibility for relocation assistance under specific relocation programs and a computation of maximum entitlements based on information provided by the affected household and the analysis of comparable replacement properties identified by relocation staff. The households will receive NOES as soon as the Project funding is approved, and all of the household information requested has been submitted by the households. No resident will be asked to temporarily or permanently move to another on -site Project unit without having received at least 30 days' advance written notice of the earliest date by which the move will be necessary. The Relocation Notice or Vacate Notice will state a specific date by which the occupants are required to move and will provide the address of the new Project unit for the household (Exhibit F). No household will be required to move permanently from the Project without having received at least 90 days' advance written notice of the earliest date by which the move will be necessary (Exhibit F). A date -specific vacate notice will not be issued to any tenants before comparable replacement dwellings have been made available to them and the Relocation Plan has been approved by the local governing body. In addition to the four principal notices, Owner staff will issue a timely written notification in the form of a Reminder Notice, which discusses the possible loss of rights and sets the expiration date for the loss of benefits to those persons who: 1) are eligible for monetary benefits, 2) have moved from the property, and 3) have not filed a claim for benefits. City Council 27 — 51 7/16/2024 B. PRIVACY OF RECORDS All information obtained from tenants is considered confidential and will not be shared without the consent of the tenant or the Owner. Owner staff will comply with regulations concerning the safeguarding of relocation files and their contents. C. EVICTION POLICY 1. Eviction may cause the forfeiture of a tenant's right to relocation assistance or benefits. Relocation records will be documented to reflect the specific circumstances surrounding any eviction action. 2. Eviction may be undertaken for one, or more of the following reasons: (a) Failure to pay rent, except in those cases where the failure to pay is due to the owner's failure to keep the premises in habitable condition; is the result of harassment or retaliatory action; or, is the result of discontinuation, or a substantial interruption of services; (b) Performance of a dangerous, and/or illegal act in the unit; (c) A material breach of the rental agreement, and failure upon notification to correct said breach within 30 days of Notice; (d) Maintenance of a nuisance, and failure to abate such nuisance upon notification within a reasonable time following Notice; (e) Failure to accept permanent accommodations and permanently vacate the unit when requested; or (f) A requirement under State, or local law or emergency circumstances that cannot be prevented by reasonable efforts on the part of the Owner. D. RESIDENT PARTICIPATION The Owner held a resident meeting with the Project households on March 13, 2024 to give residents information on the construction plans, timeline and relocation process. As the process for considering the Project moves forward, the Owner will observe the following protocol: I. Provide affected tenants with full and timely access to documents relevant to the relocation program; 2. Encourage meaningful participation in reviewing the relocation plan and monitoring the relocation assistance program; 3. Provide technical assistance necessary to interpret elements of the Relocation Plan and other pertinent materials (the Project households will be provided with access to a copy of the Relocation Plan for review and comment once the draft Plan has been completed); 4. Issue a general notice concerning the availability of the Plan for public review, as required, 30 days prior to its proposed approval (the Project households will be provided an Advisory Notice regarding the comment period with a copy of the Relocation Plan); and 5. Include written or oral comments concerning the Plan as an attachment (Exhibit G) when it is forwarded to the City of Santa Ana for approval. City Council 27 — 52 7/16/2024 E. PROJECTED DATE OF DISPLACEMENT Construction in the units is expected to begin in early 2025. The Owner anticipates issuing Notices to Temporarily Vacate to the tenants to temporarily relocate in early December 2024 with tenant temporary moves on -site to begin in March 2025. Construction is expected to be completed in March 2027. For the households who will be required to move permanently, date specific Notices to Vacate are anticipated to be issued in December 2024, at least 90 days in advance of the date they must vacate. F. ESTIMATED RELOCATION COSTS The total budget estimate for relocation -related payments to tenants and vendors for this Project is approximately $1,040,000. Once the specific households to be permanently displaced are identified, this estimate will be updated. The estimated costs will include rental assistance payment (permanent displacements only) and move assistance payments (all households). If the Project is implemented, and circumstances arise that should change either the number of residential occupants, or the nature of their activity, the Owner will authorize any additional funds that may need to be appropriated. The Owner pledges to appropriate, on a timely basis, the funds necessary to ensure the successful completion of the Project. -26 City Council 27 — 53 7/16/2024 EXHIBIT A HUD INCOME LIMITS - ORANGE COUNTY The following figures are approved by the U. S. Department of Housing and Urban Development (HUD) for use in the County of Orange to define and determine housing eligibility by income level. Area Median Income: S129,000 0 Family Size Extremely Low Very Low Low 1 Person 33,150 55,250 88,400 2 Person 37,900 63,100 101,000 3 Person 42,650 71,050 113,650 4 Person 47,350 78,900 126,250 5 Person 51,150 85,250 136,350 6 Person 54,950 91,550 146,450 7 Person 58,750 97,850 156,550 8 Person 62,550 104,150 166,650 Figures are per the Department of Housing and Urban Development (California), updated in April 2024. City Council 27 — 54 7/16/2024 EXHIBIT B AVAILABLE REPLACEMENT UNITS (Will be updated closer to August application date) City Council 27 — 55 7/16/2024 EXHIBIT C INFORMATIONAL STATEMENT City Council 27 — 56 7/16/2024 Relocation Assistance Informational Statement for Families and Individuals (CA State) Owner: C&C Development Co., LLC Project Name: Garden Court Owner Representative: Overland, Pacific & Cutler, LLC, a division of TranSystems 5000 Airport Plaza Drive, Suite 250 Long Beach, CA 90815 Phone: (800) 400-7356 Informational Statement Content: 1. General Information 2. Assistance In Locating A Replacement Dwelling 3. Moving Benefits 4. Replacement Housing Payment - Tenants And Certain Others 5. Section 8 Tenants 6. Replacement Housing Payment — Homeowners 7. Qualification For And Filing Of Relocation Claims 8. Last Resort Housing Assistance 9. Rental Agreement 10. Evictions 11. Appeal Procedures — Grievance 12. Tax Status of Relocation Benefits 13. Non -Discrimination and Fair Housing 14. Additional Information And Assistance Available Spanish speaking agents are available. Si necesita esta informaci6n en espanol, por favor (lame a su agente. City Council 27 — 57 7/16/2024 Informational Statement for Families and Individuals (CA State) 1. GENERAL INFORMATION The dwelling in which you now live is in a project area to be improved by, or financed through, the Owner using state and/or local funds. If and when the project proceeds, and it is necessary for you to move from your dwelling, you may be eligible for certain benefits. You will be notified in a timely manner as to the date by which you must move. Please read this information, as it will be helpful to you in determining your eligibility and the amount of the relocation benefits you may receive under state law. You will need to provide adequate and timely information to determine your relocation benefits. The information is voluntary, but if you don't provide it, you may not receive the benefits, or it may take longer to pay you. We suggest you save this informational statement for reference. The Owner has retained the professional firm of Overland, Pacific & Cutler, LLC (OPQ, a division of TranSystems to provide relocation assistance to you. The firm is available to explain the program and benefits. Their address and telephone number are listed on the cover. PLEASE DO NOT MOVE PREMATURELY. THIS IS NOT A NOTICE TO VACATE YOUR DWELLING. However, if you desire to move sooner than required, you must contact your agent at OPC, so you will not jeopardize any benefits. This is a general informational brochure only and is not intended to give a detailed description of either the law or regulations pertaining to the Owner's relocation assistance program. Please continue to pay your rent to the Owner, otherwise you may be evicted and jeopardize the relocation benefits to which you may be entitled to receive. Once the Owner acquires the property, you will also be required to pay rent to the Owner. 2. ASSISTANCE IN LOCATING A REPLACEMENT DWELLING The Owner, through its representatives, will assist you in locating a comparable replacement dwelling by providing referrals to appropriate and available housing units. You are encouraged to actively seek such housing yourself. When a suitable replacement dwelling unit has been found, your relocation agent will carry out an inspection and advise you as to whether the dwelling unit meets decent, safe and sanitary housing requirements. A decent, safe and sanitary housing unit provides adequate space for its occupants, proper weatherproofing and sound heating, electrical and plumbing systems. Your new dwelling must pass inspection before relocation assistance payments can be authorized. 3. MOVING BENEFITS If you must move as a result of displacement by the Owner, you will receive a payment to assist in moving your personal property. The actual, reasonable and necessary expenses for moving your household belongings may be determined based on the following methods: • A Fixed Moving Payment based on the number of rooms you occupy (see below); or • A payment for your Actual Reasonable Moving and Related Expenses based on at least two written estimates and receipted bills; or • A combination of both (in some cases). City Council 27 — 58 7/16/2024 For example, you may choose a Self -Move, receiving a payment based on the Fixed Residential Moving Cost Schedule shown below, plus contract with a professional mover to transport your grand piano and /or other items that require special handling. In this case, there may be an adjustment in the number of rooms which qualify under the Fixed Residential Moving Cost Schedule. A. Fixed Moving Payment (Self -Move) A Fixed Moving Payment is based upon the number of rooms you occupy and whether or not you own your own furniture. The payment is based upon a schedule approved by the Owner, and ranges, for example, from $510.00 for one furnished room to $2,690.00 for eight rooms in an unfurnished dwelling. (For details see the table). Your relocation agent will inform you of the amount you are eligible to receive, if you choose this type of payment. If you select a fixed payment, you will be responsible for arranging for your own move, and the Owner will assume no liability for any loss or damage of your personal property. A fixed payment also includes utility hook-ups and other related moving fees. Fixed Moving Schedule CALIFORNIA Effective 2021 Occupant Owns Furniture: 1 room $780 2 rooms $1,000 3 rooms $1,250 4 rooms $1,475 5 rooms $1,790 6 rooms $2,065 7 rooms $2,380 8 rooms $2,690 Each additional room $285 Occupant does NOT Own Furniture: 1 room $510 Each additional room $100 B. Actual Moving Expense (Professional Move) If you wish to engage the services of a licensed commercial mover and have the Owner pay the bill, you may claim the ACTUAL cost of moving your personal property up to 50 miles. Your relocation agent will inform you of the number of competitive moving bids (if any) which may be required, and assist you in developing a "mover" scope of services for Owner approval. 4. REPLACEMENT HOUSING PAYMENT - TENANTS AND CERTAIN OTHERS You may be eligible for a payment of up to $5,250.00 to assist you in renting or purchasing a comparable replacement dwelling. In order to qualify, you must either be a tenant who has occupied the present dwelling for at least 90 days prior to the initiation of negotiations or an owner who has occupied the present dwelling between 90 and 180 days prior to the initiation of negotiations. A. Rental Assistance. If you qualify, and wish to rent your replacement dwelling, your maximum rental assistance benefits will be based upon the difference over a forty-two (42) month period between the rent you must pay for a comparable replacement dwelling and the lesser of your current rent and estimated utilities or thirty percent (30%) of your gross monthly household income. You will be required to provide your relocation agent with monthly rent and household income verification prior to the determination of your eligibility for this payment. -OR- B. Down -payment Assistance. If you qualify and wish to purchase a home as a replacement dwelling, you can apply up to the total amount of your rental assistance payment towards the down -payment and non -recurring incidental expenses. Your relocation agent will clarify procedures necessary to apply for this payment. Where a tenant is sharing a dwelling with an owner -occupant and paying the owner -occupant rent for the privilege, the tenant shall not be entitled to more than one-half of the rental assistance otherwise payable. S. SECTION 8 TENANTS City Council 27 — 59 7/16/2024 When you do move, you may be eligible to transfer your Section 8 eligibility to a replacement site. In such cases, a comparable replacement dwelling will be determined based on your family composition at the time of displacement and the current housing program criteria. This may not be the size of the unit you currently occupy. Your relocation agent will provide counseling and other advisory services along with moving benefits. 6. REPLACEMENT HOUSING PAYMENT - HOMEOWNERS A. If you own and occupy a dwelling to be purchased by the Owner for at least 180 days prior to the initiation of negotiations, you may be eligible to receive a payment of up to $22,500.00 to assist you in purchasing a comparable replacement unit. This payment is intended to cover the following items: 1. Purchase Price Differential - An amount which, when added to the amount for which the Owner purchased your property, equals the lesser of the actual cost of your replacement dwelling; or the amount determined by the Owner as necessary to purchase a comparable replacement dwelling. Your relocation agent will explain both methods to you. 2. Mortgage Interest Differential - The amount which covers the increased interest costs, if any, required to finance a replacement dwelling. Your relocation agent will explain limiting conditions. 3. Incidental Expenses - Those one time incidental costs related to purchasing a replacement unit, such as escrow fees, recording fees, and credit report fees. Recurring expenses such as prepaid taxes and insurance premiums are not compensable. B. Rental Assistance Option - If you are an owner -occupant and choose to rent rather than purchase a replacement dwelling, you may be eligible for a rental assistance payment of up to the amount that you could have received under the Purchase Price Differential, explained above. The payment will be based on the difference between an economic rent of the dwelling you occupy and the rent you must pay for a comparable replacement dwelling. If you receive a rental assistance payment, as described above, and later decide to purchase a replacement dwelling, you may apply for a payment equal to the amount you would have received if you had initially purchased a comparable replacement dwelling, less the amount you have already received as a rental assistance payment. 7. QUALIFICATION FOR, AND FILING OF, RELOCATION CLAIMS To qualify for a Replacement Housing Payment, you must rent or purchase and occupy a comparable replacement unit within one year from the following: For a tenant, the date you move from the displacement dwelling. For an owner -occupant, the latter of: a. The date you receive final payment for the displacement dwelling, or, in the case of condemnation, the date the full amount of estimated just compensation is deposited in court,: or b. The date you move from the displacement dwelling. City Council 27 — 60 7/16/2024 All claims for relocation benefits must be filed with the Owner within eighteen (18) months from the date on which you receive final payment for your property, or the date on which you move, whichever is later. 8. LAST RESORT HOUSING ASSISTANCE If comparable replacement dwellings are not available when you are required to move, or if replacement housing is not available within the monetary limits described above, the Owner will provide Last Resort Housing assistance to enable you to rent or purchase a replacement dwelling on a timely basis. Last Resort Housing assistance is based on the individual circumstances of the displaced person. Your relocation agent will explain the process for determining whether or not you qualify for Last Resort assistance. If you are a tenant, and you choose to purchase rather than rent a comparable replacement dwelling, the entire amount of your rental assistance and Last Resort eligibility must be applied toward the down -payment and eligible incidental expenses of the home you intend to purchase. 9. RENTAL AGREEMENT As a result of the Owner's action to purchase the property where you live, you may become a tenant of the Owner. If this occurs, you will be asked to sign a rental agreement which will specify the monthly rent to be paid, when rent payments are due, where they are to be paid and other pertinent information. 10. EVICTIONS Any person, who occupies the real property and is not in unlawful occupancy, is presumed to be entitled to relocation benefits. Except for the causes of eviction set forth below, no person lawfully occupying property to be purchased by the Agency will be required to move without having been provided with at least 90 days written notice from the Agency. Eviction will be undertaken only in the event of one or more of the following reasons: • Failure to pay rent; except in those cases where the failure to pay is due to the lessor's failure to keep the premises in habitable condition, is the result of harassment or retaliatory action or is the result of discontinuation or substantial interruption of services; • Performance of dangerous illegal act in the unit; • Material breach of the rental agreement and failure to correct breach within the legally prescribed notice period; • Maintenance of a nuisance and failure to abate within a reasonable time following notice; • Refusal to accept one of a reasonable number of offers of replacement dwellings; or • The eviction is required by State or local law and cannot be prevented by reasonable efforts on the part of the public entity. 11. APPEAL PROCEDURES - GRIEVANCE Any person aggrieved by a determination as to eligibility for, or the amount of, a payment authorized by the Owner's Relocation Assistance Program may have the appeal application reviewed by the Owner in accordance with its appeals procedure. Complete details on appeal procedures are available upon request from the Owner. 12. TAX STATUS OF RELOCATION BENEFITS City Council 27 — 61 7/16/2024 California Government Code Section 7269 indicates no relocation payment received shall be considered as income for the purposes of the Personal Income Tax Law, Part 10 (commencing with Section 170 01) of Division 2 of the Revenue and Taxation Code, or the Bank and Corporation Tax law, Part 11 (commencing with Section 23001) of Division 2 of the Revenue and Taxation Code. Furthermore, federal regulations (49 CFR Part 24, Section 24.209) also indicate that no payment received under this part (Part 24) shall be considered as income for the purpose of the Internal Revenue Code of 1954, which has been redesignated as the Internal Revenue Code of 1986. No federal dollars are anticipated for this project. Therefore, federal regulations may not apply and the IRS may consider relocation payments as income. The preceding statement is not tendered as legal advice in regard to tax consequences, and displacees should consult with their own tax advisor or legal counsel to determine the current status of such payments. (IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, for the purpose of avoiding tax -related penalties under the Internal Revenue Code or (ii) promoting marketing or recommending to another party any matters addressed herein) 13. NON-DISCRIMINATION AND FAIR HOUSING No person shall on the grounds of race, color, national origin or sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under the Owner's relocation assistance program pursuant to Title VI of the Civil Rights Act of 1964, Title VIII of the Civil Rights Act of 1968, and other applicable state and federal anti -discrimination and fair housing laws. You may file a complaint if you believe you have been subjected to discrimination. For details contact the Owner. 14. ADDITIONAL INFORMATION AND ASSISTANCE AVAILABLE Those responsible for providing you with relocation assistance hope to assist you in every way possible to minimize the hardships involved in relocating to a new home. Your cooperation will be helpful and greatly appreciated. If you have any questions at any time during the process, please do not hesitate to contact your relocation agent at OPC. City Council 27 — 62 7/16/2024 EXHIBIT D NOTICE OF NONDISPLACEMENT (Qualified households) City Council 27 — 63 7/16/2024 Notice of Non -Displacement <<DATE>> «HEAD -OF -HOUSEHOLD» and All Other Occupants 300 S. Santa Ana Boulevard, Unit Santa Ana, CA 92701 Dear Occupants: C&C Development Co., LLC (Owner) is interested in rehabilitating the property you currently occupy at 300 S. Santa Ana Boulevard, Santa Ana, CA 92701 as part of the proposed Garden Court Project ("Project"). This notice is to inform you of your rights under State law. If the Owner moves forward with the Project, and you are required to move to a different Project unit, you will be eligible for relocation assistance under California Relocation Assistance Law, Government Code Section 7260, et seq. (Law), and the Relocation Assistance and Real Property Acquisition Guidelines adopted by the Department of Housing and Community Development as in Title 25, California Code of Regulations Section 6000, et seq. (Guidelines). However, you do not have to move now. This is not a notice to vacate the premises or a notice of relocation eligibility. This is a notice of non -displacement. You will not be required to move permanently as a result of the rehabilitation. This notice guarantees you the following: The Owner will pay for all eligible costs related to moving expenses, including the cost of moving to a newly renovated unit on -site and utility transfer fees. 2. The unit will be decent, safe and sanitary, and all other conditions of the move will be reasonable. Upon completion of the rehabilitation, you will be able to lease and occupy a Project unit complex under reasonable terms and conditions. 4. You will have no less than 30 days' notice to vacate your unit. Since you will have the opportunity to occupy a newly rehabilitated apartment, and you are not being required to permanently vacate, we urge you not to move and to remain a tenant in good standing. You must continue to comply with the terms and conditions of your current lease. You should continue to pay your monthly rent to your landlord, because failure to pay rent and meet your obligations as a tenant may be cause for eviction and loss of relocation assistance. You are urged not to move or sign any agreement to purchase or lease a unit before receiving formal notice of eligibility for relocation assistance. If you move or are evicted before receiving such notice, you will not be eligible to receive relocation assistance. Please contact us before you make any moving plans. City Council 27 — 64 7/16/2024 <<CONSULTANT NAME>> has been hired by the Owner to assist Project residents throughout the relocation process. Any person aggrieved by a determination as to eligibility for, or the amount of, a payment authorized by the Owner's Relocation Assistance Program may have the appeal application reviewed by the Owner in accordance with its appeals procedure. Complete details on appeal procedures are available upon request from the Owner. Again, this is not a notice to vacate and does not establish eligibility for relocation payments or other relocation assistance. If the Owner decides not to move forward with the Project, you will be notified in writing. If you have any questions about this or any other relocation issues, please contact <<NAME>> at <<NUMBER>>. Sincerely, <<NAME>> <<TITLE>> <<COMPANY NAME>> <<ADDRESS>> <<ADDRESS>> Received by X Recipient's Signature Date Delivered on/by: / Posted on/by: / Mailed/receipt received on: / City Council 27 — 65 7/16/2024 EXHIBIT E NOTICE OF ELIGIBILITY City Council 27 — 66 7/16/2024 Notice of Eligibility << DATE>> << NAM E>> 300S. Santa Ana Boulevard, Unit Santa Ana, CA 92701 Dear <<NAME>>: C&C Development Co., LLC (the Owner) is proceeding with the project known as the Garden Court Project located at 300 S. Santa Ana Boulevard, Santa Ana, CA 92701. You will not be required to move without at least 90 days' advance written notice of the day by which you must vacate. However, you can contact us at any time for assistance with your move and to receive the benefits for which you are eligible. This is a notice of eliaibility for relocation assistance. You are eligible for relocation assistance and benefits under the Owner's Relocation Assistance Program. When you do move, you will be eligible for assistance per the requirements of California Relocation Assistance Law and the California Code of Regulations Title 25, Division 1, Chapter 6 (Title 25). Additional information about your benefits was previously provided to you in the Informational Statement. You are eligible to receive the following benefits: 1. RELOCATION ADVISORY ASSISTANCE provided by Overland, Pacific & Cutler, LLC (TranSystems), a professional firm hired by the Owner to provide relocation assistance to you, such as referrals to replacement housing and help with filing for benefits. 2. MOVING EXPENSES: You will receive a payment to assist in moving your personal property. You may select one of the following payments: A. A Fixed Moving Payment based on the number of rooms you occupy (from Informational Statement). Your entitlement under this option for _ rooms is $ ; or B. A payment for your Actual Reasonable Moving and Related Expenses based on at least two written estimates and receipted bills; or C. A combination of both (in some cases). 3. REPLACEMENT HOUSING ASSISTANCE: You are eligible for a replacement housing payment to rent or purchase a replacement home. The payment will be based on several factors, including the cost of a "comparable replacement dwelling" and your average household income. If you rent replacement housing, you may file a claim for a RENTAL ASSISTANCE payment, equal to the difference between the monthly rent and utilities necessary to rent a comparable replacement dwelling (as determined by the Owner) and the base monthly rent, multiplied by 42 months. City Council 27 — 67 7/16/2024 A study was completed to determine the cost of comparable replacement housing in proximity to where you live. The study indicated that the comparable available housing has a monthly rent and estimated utilities of $ (rent of $ and utilities of $ ). Base monthly rent is defined as the lesser of: (1) $ , which represents the average monthly rent ($ ) and average monthly utilities ($ ) at your displacement dwelling (if you are paying no rent, the amount is based on the economic rental value of your dwelling); or (2) $ , which represents thirty (30) percent of your gross monthly adjusted household income (If "N/A", income was not used in the calculation because it has been determined the income information provided was insufficient evidence of income.) Based on the above, your base monthly rent amount is $ and your maximum rental assistance payment is calculated below: Maximum Rental Assistance Payment Calculation 1 Comparable Dwelling Cost $ 2 Base Monthly Rent $ 3 Monthly Difference (Line 1 minus Line 2) $ 4 Maximum payment (difference times 42 months) $ Your actual payment depends on the cost of the replacement dwelling you decide to rent. If you rent and occupy a replacement dwelling that rents for less than the comparable dwelling, your rental assistance payment will be based on the actual cost of your replacement dwelling. If you rent and occupy a replacement dwelling that rents for more than the comparable dwelling, your rental assistance payment will be limited by the cost of the comparable dwelling. If you BUY replacement housina (Downaayment Assistance) You may use the amount of your rental assistance payment for down payment assistance. Should you choose to buy (rather than rent) a decent, safe and sanitary replacement home, you may use the full amount of your rental assistance payment ($ ), as calculated above for a down payment and incidental expenses (typically known as "closing costs') associated with the purchase of a replacement dwelling. You are not limited in the type of home you choose. If you have received any amount as rental supplements, then those amounts will be deducted from all eligible down payment calculations. Let us know if you would prefer to buy a replacement home, and we will help you find such housing. To be eligible for a replacement housing payment described above, you must rent or purchase and occupy a decent, safe and sanitary replacement dwelling within 12 months, as well as file claims for replacement housing or moving payments within 18 months from the date you move from your displacement dwelling. Failure to occupy the replacement dwelling or to submit claims within the above time limits could result in loss of moving and/or replacement housing benefits. You do not have to accept any dwelling referred to you by the Owner. You may choose your own replacement, but to qualify for relocation assistance payments it must first be inspected to assure that it meets the "decent, safe and sanitary" standards. City Council 27 — 68 7/16/2024 For this reason, DO NOT MOVE from your home and DO NOT CONTRACT to rent or purchase a replacement dwelling without first contacting your relocation agent. The "decent, safe and sanitary" inspection is not a substitute for a professional housing inspection. The Relocation Assistance Program is very complex. It is important that you carefully read and understand the matters explained in this notice and in the Informational Statement which was provided to you. Any person aggrieved by a determination as to eligibility for, or the amount of, a payment authorized by the Owner's Relocation Assistance Program may have the appeal application reviewed by the Owner in accordance with its appeals procedure. Complete details on appeal procedures are available upon request from your relocation agent. If at any time you have questions or need assistance, please contact your relocation agent: <<AGENT NAME>> 5000 Airport Plaza Drive, Suite 250 Long Beach, CA 90815 (800)400-7356 Sincerely, Attachment (referrals) ACKNOWLEDGMENT BY OCCUPANTS I was personally contacted by the Relocation Agent for the Owner. I have been given a copy of this notice and I have had the available services and entitlements explained to me. I have been advised that the Relocation Agent will be available to assist me if any questions arise or assistance is needed. Name: Signature: Date: City Council 27 — 69 7/16/2024 EXHIBIT F NOTICES TO VACATE City Council 27 — 70 7/16/2024 NOTICE TO RELOCATE <<DATE>> <<HEAD OF HOUSEHOLD NAME>> and all other occupants 300 S. Santa Ana Boulevard, Unit Santa Ana, CA 92701 Re: Notice to Relocate Dear <<NAME>>: C&C Development, Co., LLC ("Owner") notified you previously of proposed plans to rehabilitate the property you currently occupy at 300 S. Santa Ana Boulevard, Santa Ana, CA 92701. It has now been determined by the Owner that it is necessary for you to vacate your current unit no later than midnight on <<DATE>>. You will be moving to Unit We will be contacting you shortly to coordinate and explain the details of your move and the benefits for which you may be eligible. You will receive moving assistance and advisory services, which will be explained to you when you meet with our relocation specialist. In order not to delay the rehabilitation process, it is very important that we work together to help you move, because you must move out of your current unit by midnight on <<DATE>>. If you have any questions regarding this or any other relocation issues, please contact your relocation agent, <<NAME>> at <<NUMBER>>. Sincerely, <<NAME>> <<TITLE>> <<ORG>> City Council 27 — 71 7/16/2024 90-Day Notice to Vacate << DATE>> <<HEAD OF HOUSEHOLD NAME>> and all other occupants 300 S. Santa Ana Boulevard, Unit Santa Ana, CA 92701 Dear <<NAMES>>: C&C Development Co., LLC ("Owner') notified you previously of proposed plans to rehabilitate the property you currently occupy at 300 S. Santa Ana Boulevard, Santa Ana, CA 92701 (called here the "Premises"). The Owner has now determined that it will be necessary for you to vacate the Premises. Notice is hereby given that the Owner elects to terminate your tenancy beginning <<DATE>> and ending <<DATE>>, and you are hereby to quit and deliver up possession of the property you occupy on or before <<DATE>>. If you do not vacate the Premises by that date, the Owner will initiate legal proceedings to recover possession of the Premises, along with any rents and damages. During this period, OPC/TranSystems will be available to provide assistance with referrals to replacement sites, coordination with movers and other vendors, the processing of relocation benefit claim forms, and other tasks to help facilitate your relocation. Please contact your relocation agent listed below if you have any questions regarding this notice or the relocation process. Upon vacating your unit, you are responsible for removing all of your personal property, delivering the Premises in satisfactory condition and turning in the keys to your relocation agent. Sincerely, Delivered on/by: _ / Received by X__ Posted on/by: Recipients Signature Date Mailed/receipt received on: City Council 27 — 72 7/16/2024 EXHIBIT G PUBLIC COMMENTS & RESPONSES City Council 27 — 73 7/16/2024 EXHIBIT 3 RESOLUTION NO. 2024- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ISSUANCE BY THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY OF EXEMPT FACILITY BONDS FOR THE GARDEN COURT APARTMENTS WHEREAS, C&C Development Co., LLC (the "Developer"), on behalf of a limited partnership or other entity to be created by the Developer or an affiliate of the Developer (such limited partnership or other entity being referred to herein as the "Borrower"), has requested that the California Municipal Finance Authority (the "Authority") adopt a plan of financing providing for the issuance of exempt facility bonds for a qualified residential rental project pursuant to Section 142(a)(7) of the Internal Revenue Code of 1986 (the "Code") in one or more series issued from time to time, including bonds issued to refund such exempt facility bonds in one or more series from time to time, and at no time to exceed $55,000,000 in aggregate principal amount (the "Bonds"), to finance or refinance the acquisition, rehabilitation, improvement and equipping of a multifamily rental housing project located at 300 East Santa Ana Boulevard, Santa Ana, California (the "Project"); and WHEREAS, pursuant to Section 147(f) of the Code, the issuance of the Bonds by the Authority must be approved by the City of Santa Ana (the "City") because the Project is located within the territorial limits of the City; and WHEREAS, the City Council of the City (the "City Council") is the elected legislative body of the City and is one of the "applicable elected representatives" required to approve the issuance of the Bonds under Section 147(f) of the Code; and WHEREAS, the Authority has requested that the City Council approve the issuance of the Bonds by the Authority in order to satisfy the public approval requirement of Section 147(f) of the Code and the requirements of Section 4 of the Joint Exercise of Powers Agreement Relating to the California Municipal Finance Authority, dated as of January 1, 2004 (the "Agreement"), among certain local agencies, including the City; and WHEREAS, pursuant to Section 147(f) of the Code, the City Council has, following notice duly given, held a public hearing regarding the issuance of the Bonds, and now desires to approve the issuance of the Bonds by the Authority; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The above recitals are true and correct. Section 2. The City Council hereby approves the issuance of the Bonds by the Authority. It is the purpose and intent of the City Council that this resolution constitute approval of the issuance of the Bonds by the Authority, for the purposes of (a) Section 147(f) of the Code by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is located, in accordance with said Section 147(f) and (b) Section 4 of the Agreement. City Council 27 — 74 7/16/2024 EXHIBIT 3 Section 3. The issuance of the Bonds shall be subject to approval of the Authority of all financing documents relating thereto to which the Authority is a party. The City shall have nc responsibility or liability whatsoever with respect to repayment or administration of the Bonds. Section 4. The adoption of this Resolution shall not obligate the City or any department thereof to: (i) provide any financing with respect to the Project; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary with respect to the Project; (iii) make any contribution or advance any funds whatsoever to the Authority; or (iv) take any further action with respect to the Authority or its membership therein. Section 5. The City Manager and applicable Executive Directors of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents that they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution and the financing approved hereby. Section 6. This resolution shall take effect immediately upon adoption. ADOPTED this _ day of 12024. Valerie Amezcua Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: VLtw- 1Z Name: Matthew R. Cody, sq. Special Counsel to the City Best, Best, & Krieger AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers City Council 27 — 75 7/16/2024 EXHIBIT 3 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Jennifer L. Hall, City Clerk, do hereby attest to and certify the attached Resolution No. to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Jennifer L. Hall City Clerk City of Santa Ana City Council 27 — 76 7/16/2024 Planning and Building Agency www.santa-ana.org/planning-and building Item # 28 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 16, 2024 TOPIC: Abatement of Dangerous and Abandoned Buildings AGENDA TITLE Public Hearing - Recovery of Uncollected Costs Incurred by the City Related to the Abatement of Dangerous and Abandoned Buildings Legal notice published in OC Reporter on July 3, 2024 and property owner notification letters mailed on same date. RECOMMENDED ACTION 1. Adopt a resolution affirming the Fiscal Year 2023-2024 Dangerous and Abandoned Building Program Report and authorize the transmittal of uncollected charges incurred by the City related to the abatement of dangerous and abandoned buildings to the office of Auditor -Controller, County of Orange. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CONFIRMING THE COSTS OF SECURING AND/OR DEMOLITION OF VARIOUS STRUCTURES DECLARED TO BE PUBLIC NUISANCES; MAKING, CONFIRMING AND LEVYING ASSESSMENTS FOR SUCH COSTS; AND ORDERING SUCH COSTS TO BE RECORDED WITH THE ORANGE COUNTY RECORDER'S OFFICE 2. Determine that the proposed action does not constitute a "project" under the California Environmental Quality Act (CEQA) in accordance with section 15378(a) and (b)(5) as the adoption of this resolution authorizes an administrative action and will not result in a direct or reasonable foreseeable indirect physical change in the environment and there is no possibility it will have a significant effect on the environment. Accordingly, it is exempt from further CEQA review pursuant to section 15061(b)(3) and (b)(5) of the CEQA guidelines as amended. GOVERNMENT CODE 04308 APPLIES: No City Council 28 — 1 7/16/2024 Dangerous and Abandoned Buildings July 16, 2024 Page 2 DISCUSSION The City's Dangerous and Abandoned Building Program has proven to be an effective tool to abate dangerous and abandoned structures that create an attractive nuisance for children and provide harborage for illegal and nuisance activities. The abatements are accomplished by board -ups, clean-ups, and/or demolition. Property owners are given two to 30 days to abate the conditions or the City, through its contractors, will perform the work. The property owners are then notified of the outstanding abatement costs every 30 days until the Planning and Building Agency is reimbursed for the expenditure. For Fiscal Year 2023-24, Code Enforcement secured abandoned buildings and assisted the Santa Ana Police Department in the city's continued effort to address illegal activities and establishments through public nuisance abatement actions. In addition to the issuance of the Notice and Orders advising property owners of the need to address concerns on the property, pursuant to the Santa Ana Municipal Code, the Finance Agency assists the city in the recovery of costs associated with the public nuisance abatement actions by sending monthly invoices for cost recovery. The amount invoiced includes City -approved contractual services providing board -up services, security, and recovery of City staff time. Each year, the City finds it necessary to seek legal recourse in order to recover the uncollected costs expended for abatement of dangerous buildings and against reluctant property owners. This year the outstanding charge for work performed on four individual addresses is $46,545.12. Exhibit 1 provides parcel numbers and the total assessment amount. The property owner names are provided in Exhibit 2. The most effective method of collection is to submit these charges to the office of the County Auditor - Controller in order that they may be placed as a lien on the property tax rolls. Charges must be submitted to the County of Orange. ENVIRONMENTAL IMPACT The proposed action does not constitute a "project" under the California Environmental Quality Act (CEQA) in accordance with section 15378(a) and (b)(5). The adoption of this resolution authorizes an administrative action and will not result in a direct or reasonable foreseeable indirect physical change in the environment and there is no possibility it will have a significant effect on the environment. Accordingly, it is exempt from further CEQA review pursuant to section 15061(b)(3) and (b)(5) of the CEQA guidelines as amended. FISCAL IMPACT The recovered charges will result in an estimated $46,545.12 deposited in the Special Repair and Demolition Fund (Account No.12116002-53507). City Council 28 — 2 7/16/2024 Dangerous and Abandoned Buildings July 16, 2024 Page 3 EXHIBIT(S) 1. Parcel Assessment Amount 2. Property Owner Listing 3. DABS Resolution Submitted By: Minh Thai, Executive Director of Planning and Building Agency Approved By: Alvaro Nunez, Acting City Manager City Council 28 — 3 7/16/2024 AC621-05A — Form B2 Special Assessment Add Transactions Jurisdiction 061 Santa Ana Type of Tax C=2 Date _July 16, 2024 PARCEL NUMBER 6-15 ASSESSMENT AMOUNT 16-23 108-58-407 $786.63 014-021-30 $7,879.71 100-425-08 $19,994.05 405-282-11 $11, 865.00 TOTAL $40,525.39 EXHIBIT 1 City Council 28 — 4 7/16/2024 PROPERTY OWNER LISTING FISCAL YEAR 2023-2024 ADDRESS PARCEL NO. OWNER/ADDRESS ASSESSMENT Paul and Diana Nguyen 5217 W. Wisteria Place $786.63 5217 W. Wisteria Place AP# 108-58-407 Santa Ana, CA 92704 Roman and Susan Law 1325 S. Main AP# 014-021-30 Pacific Bell Mobile Service $7,879.71 937 Corrigan Ave. Santa Ana, CA 92706 Joseph A. Gamez 4618 W. Maurie Ave. AP# 100-425-08 312 Prairie Hill Dr. $19,994.05 Cheyenne, Wyoming 82009 AP#405-282-11 Michael and Mary Alcala $11, 865.00 1001 N. Freeman Mitchell 1001 N. Freeman Santa Ana, CA 92706 EXHIBIT 2 City Council 28 — 5 7/16/2024 RESOLUTION NO. 2024-xx A RESOLUTON OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CONFIRMING THE COSTS OF SECURING AND/OR DEMOLITION OF VARIOUS STRUCTURES DECLARED TO BE PUBLIC NUISANCES; MAKING, CONFIRMING AND LEVYING ASSESSMENTS FOR SUCH COSTS; AND ORDERING SUCH COSTS TO BE RECORDED WITH THE ORANGE COUNTY RECORDER'S OFFICE 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's Dangerous and Abandoned Buildings (DABS) Program has proven to be an effective tool to abate dangerous and abandoned structures that create an attractive nuisance for children and provide harborage for illegal activity. The abatements are accomplished by board -ups and/or demolition. B. Pursuant to Section 17-40 of the Santa Ana Municipal Code, the Executive Director of the Planning and Building Agency has submitted an itemized report, a copy of which is on file with the Clerk of the Council, showing the costs of securing property and/or demolition of various structures carried out by the City of Santa Ana upon each individual lot or parcel of land where such work was done. C. The Executive Director of the Planning and Building Agency has given notice of the public hearing as required by law, in which the 16th day of July, 2024, at the hour of 5:30 p.m. was fixed as the time, and 22 Civic Center Plaza, Santa Ana as the place, where any and all person interested in said report might be heard. D. The City Council of the City of Santa Ana, at said time and place has received, heard, and considered said report and all objection by property owners liable to be assessed for the abatement, and directed such modification of said report as it has deemed necessary. Section 2. Each and every objection to said work and the costs thereof is hereby overruled; said report, a copy of which is on file with the Clerk of the Council, is hereby confirmed; the cost of abatement work done in front of or upon each lot or parcel of real property, as shown on Exhibits 1 and 2, which are incorporated by this reference City Council 28 — 6 ResolutionW M/2029-XX Page 1 of 3 as though fully set forth herein, and the amounts therein on such assessments shall become due thirty (30) days after the adoption of this Resolution. 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. Section 4. The Executive Director of Planning and Building Agency is hereby directed to file a certified copy of said report and this Resolution with the County Recorder's Office, the County Auditor, County Assessor, and County Tax Collector on or before August 9, 2024. Section 5. The County Auditor is requested to enter the assessments on the county tax rolls. Section 6. The County Tax Collector is requested to collect the assessment at the time and in the manner of ordinary municipal taxes. Section 7. The City of Santa Ana hereby certifies that the special assessments, special taxes, parcel taxes, charges and/or fees which are to be placed on the fiscal year 2023-2024 property tax roll have been duly adopted in accordance with State law and are legally valid. ADOPTED this day of July, 2024 Valerie Amezcua Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: ��/ /4AW�It_ Ky, Nellesen Assistant City Attorney AYES: NOES: Councilmembers Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers City Council 28 — 7 Resolution7 M/2024-XX Page 2 of 3 CERTIFICATE OF ATTESTATION AND ORIRGINALITY I, Jennifer Hall, City Clerk, do hereby attest to and certify the attached Resolution No. 2024- to be the original resolution adopted by the City Council of the City of Santa Ana on July 16, 2024. Date: City Clerk, City of Santa Ana City Council 28 — 8 ResolutionWM/2029-XX Page 3 of 3 DRAFT Minutes of the Regular Meeting of the Housing Authority Santa Ana, California 04' June 4, 2024 CALL TO ORDER MINUTES: Chair Amezcua called the Housing Authority Meeting to order at 10.53 P.M. ATTENDANCE Authority Members Vice Chair Chair Acting City Manager City Attorney Recording Secretary ROLL CALL Phil Bacerra Johnathan Ryan Hernandez Jessie Lopez David Penaloza Benjamin Vazquez Thai Viet Phan Valerie Amezcua Alvaro Nunez Sonia R. Carvalho Jennifer L. Hall MINUTES: Secretary Jennifer L. Hall conducted Roll Call. Chair Amezcua, Vice Chair Phan, and Authority Members Bacerra, Hernandez, Lopez, Penaloza, and Vazquez were present. ADDITIONS\DELETIONS TO THE HOUSING AUTHORITY AGENDA MINUTES: None. HOUSING AUTHORITY 1 June 4, 2024 City Council 2-1 7/16/2024 PUBLIC COMMENTS — Members of the public may address Housing Authority on items on the Housing Authority agenda. MINUTES: No public comments were received regarding the Housing Authority agenda. CONSENTCALENDAR RECOMMENDED ACTION: Approve staff recommendations on the following Consent Calendar Items: 1 through 3. MINUTES: At 10:53 P.M., the Consent Calendar was considered. Vice Chair Phan recused herself from Agenda Item Nos. 3 and 4 as Mercy House and Nan McKay and Associates, Inc. are clients of her employer, Rutan and Tucker. MOTION: Authority Member Hernandez moved to approve staff recommendations on the following Consent Calendar Items: 1 through 4, seconded by Authority Member Lopez. The motion carried, 7-0, by the following roll call vote: AYES: AUTHORITY MEMBER BACERRA, AUTHORITY MEMBER HERNANDEZ, AUTHORITY MEMBER LOPEZ, AUTHORITY MEMBER PENALOZA, AUTHORITY MEMBER VAZQUEZ, VICE CHAIR PHAN, CHAIR AMEZCUA NOES: NONE ABSTAIN: NONE ABSENT: NONE Status: 7 — 0 - Pass 1. Excused Absences Department(s): City Clerk's Office Recommended Action: Excuse the absent members. 2. Minutes from the Regular Meeting of May 7, 2024 Department(s): City Clerk's Office Recommended Action: Approve minutes. HOUSING AUTHORITY 2 June 4, 2024 City Council 2-2 7/16/2024 3. Third Amendment to the Joseph House Loan Agreement and Affordable Housing Covenants with Mercy House Living Centers to Allow for Permanent Housing with Supportive Services for Low -Income Families at 210 E 16th Street Department(s): Community Development Agency Recommended Action: Authorize the Executive Director of the Housing Authority to execute a Third Amendment to the Joseph House Loan Agreement and Affordable Housing Covenants with Mercy House Living Centers, formerly known as Mercy House Transitional Living Centers, to allow for permanent housing with supportive services for low-income families rather than offering housing to a target population of low-income men at 210 16th Street (contingent upon approval of the same City Council action) (Agreement No. A-2024-073). MINUTES: Vice Chair Phan recused herself from Agenda Item No. 3 as the listed entity, Mercy House, is a client of her employer, Rutan and Tucker. MOTION: Authority Member Hernandez moved to approve the recommended action for Item No. 3 as part of the Consent Calendar, seconded by Councilmember Lopez. The motion carried, 6-0-1, by the following roll call vote: AYES: AUTHORITY MEMBER BACERRA, AUTHORITY MEMBER HERNANDEZ, AUTHORITY MEMBER LOPEZ, AUTHORITY MEMBER PENALOZA, AUTHORITY MEMBER VAZQUEZ, CHAIR AMEZCUA NOES: NONE ABSTAIN: VICE CHAIR PHAN (recusal) ABSENT: NONE Status: 6 — 0 - 1 — Pass 4. Agreement with Nan McKay & Associates, Inc. for Rent Reasonableness Software for Housing Choice Voucher Program Department(s): Community Development Agency Recommended Action: Authorize the Executive Director of the Housing Authority to execute an agreement with Nan McKay & Associates, Inc. to provide reasonable rent determination software for the Housing Choice Voucher Program in an amount not to exceed $75,000 for a three-year term beginning July 1, 2024, through June 30, 2027, with an option of two ,one-year extensions. HOUSING AUTHORITY 3 June 4, 2024 City Council 2-3 7/16/2024 MINUTES: Vice Chair Phan recused herself from Agenda Item No. 4 as the listed entity, Nan McKay & Associates, Inc., is a client of her employer, Rutan and Tucker. MOTION: Authority Member Hernandez moved to approve the recommended action for Item No. 4 as part of the Consent Calendar, seconded by Councilmember Lopez. The motion carried, 6-0-1, by the following roll call vote: AYES: AUTHORITY MEMBER BACERRA, AUTHORITY MEMBER HERNANDEZ, AUTHORITY MEMBER LOPEZ, AUTHORITY MEMBER PENALOZA, AUTHORITY MEMBER VAZQUEZ, CHAIR AMEZCUA NOES: NONE ABSTAIN: VICE CHAIR PHAN (recusal) ABSENT: NONE Status: 6 — 0 - 1 — Pass **END OF CONSENT CALENDAR** HOUSING AUTHORITY MEMBER COMMENTS MINUTES: None. ADJOURNMENT— Adjourn the Housing Authority meeting. MINUTES: ChairAmezcua adjourned the Housing Authority Meeting at 10:55 P.M. Respectfully submitted: Jennifer L. Hall, CMC Secretary HOUSING AUTHORITY 4 June 4, 2024 City Council 2-4 7/16/2024 Community Development Agency www.santa-ana.org/community-development/ Item # 3 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 16, 2024 TOPIC: Garden Court Apartments Rehabilitation Project AGENDA TITLE Amended and Restated Regulatory Agreement for the Rehabilitation of Garden Court Apartments Located at 300 East Santa Ana Boulevard, Santa Ana, CA 92701 RECOMMENDED ACTION 1. Authorize the Executive Director to consent to the termination of the Original Agreement in order for the Acting City Manager to execute the Amended and Restated Agreement Containing Affordable Housing Covenants with Orange Housing Development Corporation for the rehabilitation of Garden Court Apartments located at 300 East Santa Ana Boulevard, Santa Ana, CA 92701 (APN 398-323-08). (Contingent upon approval of City Council Item # 27) (Agreement No. A-2024-XXX). 2. Approve the Relocation Plan and authorize the Acting City Manager to approve amendments to the Relocation Plan prior to commencement of the rehabilitation of Garden Court Apartments, substantially in the draft form attached hereto, subject to changes consistent with the project approved by the City Manager and City Attorney. GOVERNMENT CODE U4308 APPLIES: Yes DISCUSSION Garden Court Apartments is an existing 84-unit mixed -income apartment project located at 300 East Santa Ana Boulevard, Santa Ana, CA 92701 (APN 398-323-08) and owned by Orange Housing Development Corporation ("OHDC"). On May 26, 1995, the City of Santa Ana ("City"), the Community Redevelopment Agency, and OHDC entered into an agreement containing covenants that required 41 out of the 84 units on the property to be affordable to families earning 40% of the Area Median Income ("AMI") in perpetuity ("Original Agreement"). The remaining 43 units consist of 42 unrestricted market rate apartments and one manager's unit. The Original Agreement was entered into as part of a loan the City made for the project under the HOME Investments Partnership Program (24 C.F.R. 92.252) (the "HOME Program"). The Agency was part of the Original Agreement because the property was originally developed pursuant to a Redevelopment Plan for the City of Santa Ana City Council 3-1 7/16/2024 Garden Court Apartments Rehabilitation Project July 16, 2024 Page 2 ("Redevelopment Plan"), and a Disposition and Redevelopment Agreement ("DDA") between the Agency and OHDC. Under the DDA, the Agency transferred the property to OHDC, and OHDC agreed to develop the project in accordance with the Redevelopment Plan. As required by state law, the Redevelopment Plan included certain inclusionary housing requirements, which were intended to be satisfied through the affordability covenants set forth in the Original Agreement. Following the dissolution of redevelopment agencies pursuant to California Assembly Bill 1X 26 (2011) and Assembly Bill 1484 (2012), there were numerous questions about the extent to which redevelopment agencies, or their successors, must enforce the inclusionary requirements of California's redevelopment law. This project, however, is located within the Central City subarea of the Redevelopment Plan, which as of July 2, 2017 was no longer effective. Based upon this, the Agency may consent to terminate the Original Agreement because the project is no longer subject to the Redevelopment Plan. The consideration for agreeing to terminate the Original Agreement is the covenant to restrict additional affordable units. In February 2024, C&C Development Co., LLC ("C&C") and OHDC approached the City with a proposal to rehabilitate Garden Court Apartments and convert the remaining 42 market rate units at the project to affordable housing units for families earning 80% of the AMI. C&C and OHDC are seeking financing for the rehabilitation. The changes to the existing regulatory agreement are intended to assist with their ability to obtain financing. Thus, as part of this proposal, OHDC and C&C are requesting that the affordability term for the 83 affordable units be set at 55 years, which modifies the existing affordability covenants that require the current 41 affordable units to be restricted in perpetuity. The amended agreement allows a change in the affordability covenants, but it does not contain an obligation to commence or complete the rehabilitation; the intent is that the amendment would assist OHDC and C&C to obtain financing for the rehabilitation. By this amendment, OHDC seeks to establish the restrictions that: (1) increase the affordability levels for the current 41 affordable units from 40% to 60% AMI, and (2) establish the 80% AMI restrictions for the remaining 42 units that are currently unrestricted. OHDC has stated its intention to repay the City's existing outstanding loan balance of $925,851 at the time of their construction loan closing. Until such time as the outstanding loan balance is paid, the City has an existing deed of trust on the Property that secures obligations under the original loan agreement, including federal requirements under the HOME Program. Following a four -month due diligence and negotiation process with C&C and OHDC, staff is requesting approval of an Amended and Restated Agreement Containing Affordable Housing Covenants ("Regulatory Agreement") to allow for the rehabilitation of Garden Court Apartments, subject to OHDC and C&C obtaining financing and subsequent approvals by the City's Planning and Building Agency for the rehabilitation work. In order for the Acting City Manager of the City to execute the Amended and Restated Regulatory Agreement, staff is also requesting approval for the Executive Director of the Housing Authority to consent to the termination of the Original Agreement. The City Council 3-2 7/16/2024 Garden Court Apartments Rehabilitation Project July 16, 2024 Page 3 proposed rehabilitation project, Amended and Restated Regulatory Agreement, and draft relocation plan of existing tenants are further described below. Proaosed Rehabilitation Proiect After recording the Regulatory Agreement, OHDC and C&C Development state that they will proceed with their efforts to obtain financing for the rehabilitation. The proposed rehabilitation project is of an occupied four-story multifamily apartment building (Garden Court Apartments) situated on a 1.44-acre site ("Project"). Currently, the property consists of 41 affordable family units and 42 market -rate units, plus one (1) manager's unit. The unit configuration will not be changed and the unit mix will continue to be comprised of 12 one -bedroom units, 12 one -bedroom units with a den, and 60 two -bedroom units. A total of 41 of the 84 units will be affordable to families at 60% AMI and the remaining 42 units will be affordable to families at 80% AMI. The Regulatory Agreement will allow rent increases for current residents in the 40% AMI units, but those residents will be protected from displacement through a rent escalator cap where the rent will not be increased annually by more than five percent (5%) plus the percentage change in Consumer Price Index, or ten percent (10%), whichever is lower, of the rent authorized under OHDC's original agreement with the City. As mentioned, the final rehabilitation plans and commencement of rehabilitation is contingent on future financing and planning approvals. Based on the information from OHDC and C&C, upon completion of the rehabilitation, the existing residential building will have updated architectural design features that will align with the newly constructed Legacy Square project across the street. The community and programming spaces will also undergo modernization to enhance the living experience for residents, bringing it on par with market -rate communities. The rehabilitation plan also includes aesthetic enhancements to the fagade and landscaping to improve the street frontage on all four sides of the building. Additionally, a small dog run area will be incorporated on the ground floor, facing North Spurgeon Street. Access to the parking garage on the ground floor will be facilitated through two parking garage gates, located on French Street and North Spurgeon Street respectively. Tenants will access their assigned parking spaces from within the parking garage. For residents on the three floors of apartments above the parking garage, access to the garage will be provided via elevator or stairs. According to the proposal, the rehabilitation of the Project will occur in four (4) separate phases consisting of 21 units undergoing rehabilitation at one time. Due to the extent of the rehabilitation, these units will need to be vacant during the rehabilitation. The relocation plan of existing tenants is further outlined below. Overall, this Project will establish deed restrictions for 42 new units of affordable housing for low-income households in the City and rehabilitate the entire property, including the 41 existing affordable housing units, ensuring the Project's sustainability and affordability for the next 55 years. OHDC states the City's current loan balance of $925,851 will also be repaid at construction loan closing. OHDC and C&C have worked City Council 3-3 7/16/2024 Garden Court Apartments Rehabilitation Project July 16, 2024 Page 4 closely with the City since 1994 to provide affordable housing for Santa Ana residents. OHDC and C&C currently own and operate 897 family and senior affordable units across 14 communities within the City. These include revitalization and rehabilitation developments such as Cornerstone Village, Wilshire/Minnie Neighborhood, Townsend and Raitt Neighborhood, and new construction developments such as Andalucia Apartments, Depot at Santiago, and Terraces at Santiago. OHDC and C&C have never sold an affordable community they have developed in the City and they maintain a long- term commitment to serving the community. Amended and Restated Regulatory Agreement The Amended and Restated Regulatory Agreement is attached as Exhibit 1. The following key terms are incorporated into the Regulatory Agreement, with specific attention here to the Consent by Housing Authority required: • Owner: Orange Housing Development Corporation, who may request approval from the City in the future to transfer the property to C&C following a tax credit application and/or the rehabilitation of the project. • Term: 55 years from the date the Regulatory Agreement is recorded. • Unit Mix: There will be 41 units designated for families with an income equal to or less than 60% AMI and 42 units designated for families with an income equal to or less than 80% AMI. There will continue to be one (1) unrestricted manager's unit. The rents will be tied to the Tax Credit Allocation Committee rents. • Restrictions on Rent Increases for Existing Households Currently Residing in the 60% AMI Units: The 60% AMI units are the same forty-one (41) units restricted under the Original Agreement. The maximum annual rent increase for tenants currently residing in one of the 60% AMI units shall not exceed five percent (5%) plus the percentage change in Consumer Price Index, or ten percent (10%), whichever is lower, of the rent authorized under the Original Agreement until the rent equals 60% AMI. Rents may be increased only once a year. • Selection of Tenants: A new local preference will be added to the Resident Selection Plan for residents who live or work in the City. • Rehabilitation and Maintenance: OHDC is responsible for the rehabilitation of the Project and ongoing maintenance of the property to ensure it remains in a healthy and safe condition over the 55-year term. The Regulatory Agreement does not contain an obligation for OHDC or C&C to proceed with the rehabilitation as proposed. • Consent by Housing Authority: The Regulatory Agreement removes the Community Redevelopment Agency for the City of Santa Ana as a party. The Housing Authority, as the Successor Agency, must approve this through a consent. The Amended and Restated Regulatory Agreement has been signed by OHDC to acknowledge their acceptance of the terms. City Council 3-4 7/16/2024 Garden Court Apartments Rehabilitation Project July 16, 2024 Page 5 Draft Relocation Plan of Existing Tenants Relocation activities are subject to California Relocation Assistance Law, Government Code Section 7260, et seq., and the Relocation Assistance and Real Property Acquisition Guidelines adopted by the Department of Housing and Community Development as in Title 25, California Code of Regulations Section 6000, et seq. The rehabilitation of Garden Court Apartments requires 21 units to be unoccupied for the start of the four (4) separate phases referenced above. Based upon resident interviews conducted by Overland, Pacific and Cutler and current household and income information, it is currently anticipated the vacancy of these units will be achieved through the permanent relocation of nine (9) existing households that are currently over - income, six (6) existing vacancies that have been accumulated as of the date of the Staff Report, and the relocation of six (6) income -qualified households who will be relocated on a permanent basis but have the right of first refusal to return to Garden Court Apartments upon completion of the rehabilitation. All households permanently relocated from the property will be receive relocation benefits. The requirement to relocate income -qualified households may decrease to the extent additional units become vacant at the property due to normal turnover. At the time of relocation, C&C and OHDC will also work to relocate those income -qualified households to existing C&C/OHDC affordable communities in Santa Ana. The Relocation Plan as of June 27, 2024, is attached as Exhibit 2. With approval by the Agency, the Acting City Manager will approve any required amendments or modifications to the Relocation Plan, as reasonably necessary to implement the approval of the Regulatory Agreement to comply with reasonable conditions of financing for rehabilitation of the Project. Any changes to the final Relocation Plan will be consistent with the project and approved by the City Manager and City Attorney. The Regulatory Agreement provides that relocation will not commence unless and until the City is provided with advance notice and written confirmation that the relocation is consistent with the Relocation Plan or, to the extent any changes are requested, the City Manager has approved those changes. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. EXHIBIT(S) 1. Amended and Restated Regulatory Agreement 2. Draft Relocation Plan, as of June 27, 2024 Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Alvaro Nunez, Acting City Manager City Council 3-5 7/16/2024 Exhibit 1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-26) Santa Ana, CA 92702 Attn: Housing Division Manager APN: 398-323-08 SPACE ABOVE FOR RECORDER'S USE ONLY EXEMPT FROM RECORDING FEE PER GOVERNMENT CODE §27383 AMENDED AND RESTATED AGREEMENT CONTAINING AFFORDABLE HOUSING COVENANTS (Garden Court Apartments) by and between THE CITY OF SANTA ANA, a California municipal corporation and charter city, and ORANGE HOUSING DEVELOPMENT CORPORATION, a California nonprofit public benefit corporation [Dated as of , 2024 for reference purposes only] Error �qjr8U�utlen property name. 3-6 7/1 6/2024 Exhibit 1 AMENDED AND RESTATED AGREEMENT CONTAINING AFFORDABLE HOUSING COVENANTS (Garden Court Apartments) THIS AMENDED AND RESTATED AGREEMENT CONTAINING AFFORDABLE HOUSING COVENANTS (this "Agreement") is entered into as of 2024, by and among ORANGE HOUSING DEVELOPMENT CORPORATION, a California nonprofit corporation ("OHDC"), and THE CITY OF SANTA ANA, a municipal corporation and charter city (the "City"). WHEREAS, OHDC is the owner of that certain real property (the "Property") located in the City of Santa Ana more particularly described in Attachment No. 1 which is attached hereto and incorporated herein by this reference; and WHEREAS, the City, the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic ("Agency") and OHDC entered into that certain Agreement Containing Covenants (Garden Court Apartments Apartments) (the "Original Agreement"), dated as of May 26 1994, and recorded on May 26, 1995 as Document No. 95-0225207 in the Official Records of Orange County (the "Official Records"), which provides that the Owner would operate the Property as affordable housing with specified income, occupancy and rent restrictions. WHEREAS, the Project was previously financed with a loan from the City under the HOME Investment Partnerships Act (the "HOME Program"). The Project complied with the minimum period of affordability for the HOME Program as set forth in 24 CFR 92.252 by providing affordable housing to very low income households for a period of no less than twenty (20) years. The Project now requires rehabilitation to continue providing safe, decent, and quality affordable housing. Therefore, OHDC is requesting a modification of the Original Agreement to remove the HOME Program affordability requirements and impose affordability requirements consistent with the low-income housing tax credit program, as implemented by the California Tax Credit Allocation Committee, as further set forth herein. WHEREAS, OHDC desires to refinance and rehabilitate the Project. In connection with the refinance and rehabilitation of the Project, the City and OHDC desire to amend and restate the Original Regulatory Agreement in its entirety with this Agreement. WHEREAS, the City agrees to this Amended and Restated Agreement Containing Affordable Housing Covenants to allow for the OHDC to complete the rehabilitation, reconstruction, improvement or addition to, or replacement of, dwelling units of a previously existing low -rent housing project, or a project previously or currently occupied by lower income households, as defined in Section 50079.5 (the "Project"), on the terms and conditions set forth herein. NOW, THEREFORE, CITY AND OHDC COVENANT AND AGREE AS FOLLOWS: 1. OHDC covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof (the "Owner") that Owner, such successors, 1 Erroricy `o" '�"'�� name. unC 3-7 7/16/2024 Exhibit 1 and such assigns shall use the Property to provide affordable housing in compliance with this Agreement. In addition to all other terms and conditions set forth herein, this Agreement is subject to the following: (a) Owner agrees and acknowledges prior receipt of a loan from the City in the amount of One Million One Hundred Thousand Dollars ($1,100,000.00) ("City HOME Loan"), evidenced by a Promissory Note Secured by Subordinated Deed of Trust, dated May 26, 1995, and secured by a Subordinated Deed of Trust with Assignment of Rents (Securing Home Loan), recorded in the Official Records of Orange County as Document No. 95-0225206 ("City HOME Deed of Trust"). Owner represents and warrants that it is not in default of the City HOME Loan and agrees that this Agreement does not amend, restate or modify the loan agreement and promissory note evidencing the City HOME Loan nor the City HOME Deed of Trust or the obligations thereunder. (b) Owner and City agree to amend the affordability covenants in Section 2 of the Original Agreement on the terms and conditions set forth herein, which shall be effective upon the recordation of this Agreement and continue for a term of at least fifty-five (55) years (the "Term"). (c) The covenants against discrimination set forth in Section 9, below, shall remain in effect in perpetuity. 2. Owner, for itself and its successors and assigns, hereby covenants and agrees that the 84 apartments on the Property (the "Units") shall be restricted as follows: (i) forty-one (41) Units, consisting of fifteen (15) one bedroom, one -bathroom Units and twenty-six (26) two - bedroom, two -bathroom Units (the "60% AMI Units") shall be rented exclusively, at Affordable Rent, to 60% Income Households as defined in subsection (a) below, and to Existing Households as set forth in subsection (b) below; and, (ii) forty-two (42) Units, consisting of nine (9) one bedroom, one -bathroom Units and thirty-two (32) two -bedroom, two -bathroom Units (the "80% AMI Units) shall be rented exclusively, at Affordable Rent, to 80% Income Households, as defined in subsection (a) below. The 60% AMI Units and the 80% AMI Units are collectively referred to as the "Restricted Units," which shall only be occupied by eligible households for the 60% AMI Units or 80% AMI Units, as applicable. Area median income levels and Affordable Rents are subject to adjustment from time to time as provided in this Section 2 below. The restrictions set forth in this Section 2 shall remain in effect for fifty-five (55) years after the date of recordation of this Agreement. "Affordable Rent" shall mean the maximum rent for Existing Restricted Tenants (as defined below) as set forth in subsection (b) or the maximum rent for 60% AMI Units or 80% AMI Units, as applicable, as set forth in subsection (c). (a) Maximum Incomes. (i) 60% AMI Units. The maximum incomes of residential tenants eligible to rent the 60% AMI Units shall be an individual or household that has a household income equal to or less than sixty percent (60%) of then current Area Median Family Income for the Santa Ana -Anaheim -Irvine, CA HUD Metro FMR Area, adjusted for household size, as published by the California Tax Credit Allocation Committee ("TCAC") annually ("60% 2 Error icy `ounC len NroNer `name' 3-8 7/16/2024 Exhibit 1 Income Household(s)"). A 60% Income Household includes an Existing Restricted Tenant that meets the income eligibility requirements of the Original Agreement. (ii) 80% AMI Units. The maximum incomes of residential tenants eligible to rent the 80% AMI Units shall be an individual or household that has a household income equal to or less than eighty percent (80%) of then current Area Median Family Income for the Santa Ana -Anaheim -Irvine, CA HUD Metro FMR Area, adjusted for household size, as published by TCAC annually ("80% Income Household(s)"). (b) Restrictions on Rent Increases for Existing Households Currently Residing in the 60% AMI Units. The 60% AMI Units are the same forty one (41) Units restricted under the Original Agreement. Notwithstanding the definition of Affordable Rent set forth in subsection (c), below, the maximum annual rent increase for tenants currently residing in one of the 60% AMI Units ("Existing Restricted Tenant") shall not exceed five percent (5%) plus the percentage change in Consumer Price Index, or ten percent (10%), whichever is lower, of the rent authorized under the Original Agreement at the time of the recording of this Agreement and, in each subsequent year, the then current rents, until the rent equals the rent that is otherwise allowed under Section 2(c)(i) of this Agreement. Rents may be increased only once a year. The term "Consumer Price Index" means, at the time of the rent increase, the annual percentage increase in the United State Consumer Price Index for all Urban Consumers in the Los Angeles -Long Beach- Anaheim Metropolitan Area (1982-84=100) published by the Bureau of Labor Statistics, not seasonally adjusted, for the most recent twelve (12) month period ending prior to the rent increase. For each Existing Restricted Tenant that ceases to reside at the Property, the rent for the Unit that tenant formerly occupied shall no longer be subject to this Section 2(b) and shall be subject to Section 2(c). (c) Maximum Rents for New Households. (i) 60% AMI Units. Except as provided in subdivision (b) above, the maximum rent for the 60% AMI Units shall be determined in accordance with the maximum rent for a 60% Income Household as published by the TCAC annually to qualify for and be in compliance with the federal statutes or regulations for the federal low income housing tax credit program established under Section 42 of the Internal Revenue Code and administered in the State of California by TCAC ("Tax Credit Program"). (ii) 80% AMI Units. The maximum rent for the 80% AMI Units shall be determined in accordance with the maximum rent for an 80% Income Household as published by the TCAC annually to qualify for and be in compliance with the Tax Credit Program. (iii) Adjustments for Household Size. For purposes of the calculation of Affordable Rent "adjusted for household size" shall be the federally -mandated household size assumptions as set forth for the Tax Credit Program. (iv) Rent Increases. Owner may increase rents not more than once annually in accordance with the annual maximum rent for 60% Income Households or 80% Income Households, as applicable, as published by the TCAC annually. 3 Error icy `ounC len NroNer `name' 3-9 7/16/2024 Exhibit 1 (d) Recertification of Incomes. Owner shall reexamine the income of each tenant household living in the Restricted Units at the same times as required TCAC regardless if low income tax credits have been allocated to the Project. The maximum monthly rent shall be recalculated by Owner in accordance with the then maximum rent for Existing Restricted Tenants, as defined above, or for 60% Income Households or 80% Income Households, as applicable, as published by TCAC. Any increase in rents for the Restricted Units is subject to the provisions of existing leases with tenants. In any event, Owner must provide tenants of the Restricted Units not less than 30 days prior written notice before implementing any increase in rents, and must comply with any state or local law providing for additional notice requirements. (i) Owner shall make reasonable efforts to verify or cause to be verified that the Gross Household Income for each Eligible Household complies with the requirements of this Agreement. These efforts shall include verification of the income and asset statement provided by an applicant in an income certification is accurate by taking, at a minimum, at least one of the following steps as a part of the verification process: (1) obtain three months consecutive pay stubs for the most recent pay period, (2) obtain an income tax return for the most recent tax year, (3) obtain an income verification form from the applicant's current employer, (4) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies, or (5) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. (ii) OHDC agrees to recertify or cause to be recertified household eligibility on the same time frame and on the same forms as required by TCAC. Owner shall provide to City the form of tenant income recertification that is required by TCAC no later than seventy-five (75) days after close of each calendar year. (e) Increases in Tenant Incomes Above 80% Income. (i) Increase from 60% AMI Income to, at or below 80% AMI Income. In the event a tenant of a Restricted Unit no longer qualifies as a 60% Income Household as the result of increases in the income of the household, Owner may increase the rent charged to such tenant to an amount equal to the maximum rent for 80% AMI Units as set forth in Section 2(c)(ii). In addition, to the extent that the number of 60% AMI Units falls below forty-one (41) as the result of an increase in the income of a tenant of a Restricted Unit, Owner shall rent to a 60% Income Household, at Affordable Rent, the next Unit that becomes vacated, such that the total number of 60% Income Units is restored to forty-one (41). (ii) Increase Above 80% AMI Income. In the event a tenant of a Restricted Unit no longer qualifies as an 80% Income Household as the result of increases in the income of the household, Owner may increase the rent charged to such tenant to an amount equal to 30% percent of the tenant's household income. In addition, to the extent that the number of Restricted Units falls to below eighty-three (83) as the result of an increase in the income of a tenant of a Restricted Unit, Owner shall rent the next Unit that becomes vacated, to either a 60% Income Household or an 80% Income Household at Affordable Rent to comply with the requirements of Section 2 above. 4 Error icy `ounC len NroNer `name' 3 — 10 7/16/2024 Exhibit 1 (iii) To the extent the federal Tax Credit Program requirements conflict with the requirements in this Section 2(e), relative to the continued occupancy by households that do not qualify as 80% Income Households, the federal Tax Credit Project requirements shall apply in place of the provisions in this Section 2(e). (f) Occupancy Levels. Subject to state or federal laws and regulations, the number of persons permitted to occupy each Restricted Unit shall not exceed the amount permitted by TCAC or, if TCAC no longer sets maximum occupancy limits, two persons per bedroom, plus one person. If a household, during the terms of its tenancy, adds members that exceed the maximum occupancy allowed under this section, Owner shall provide written notification informing the household that: it is over -occupancy; has been placed on a waiting list for an appropriately -sized unit for a period of up to one -hundred and eighty (180) days; the expiration date of the waiting list; and the terms for terminating the lease. A written status update will be provided to the household at one -hundred and twenty (120) days, ninety (90) days, sixty (60) days and thirty (30) days if applicable. To the extent that a tenant household occupying a Restricted Unit as of the date of this Agreement is over -occupancy, such tenant household shall not be subject to this subsection (f) as long as it continues to occupy the same Restricted Unit. 3. Owner, its successors and assigns shall not charge rents for the Restricted Units in excess of the amounts set forth in Section 2(b) or (c), as applicable. 4. Owner shall adopt and include as part of its Management Plan (described in Section 10, below), written tenant selection policies and criteria for the Restricted Units which meet the following requirements. (a) Are consistent with the purpose of providing housing for 60% Income Households and 80% Income Households. (b) Are reasonably related to program eligibility and the applicants' ability to perform the obligations of the lease. (c) Give reasonable consideration to the housing needs of families that would have a preference under 42 CFR §906.211 (Federal selection preferences for admission to Public Housing); (d) Provide for: (i) The selection of tenants from a written waiting list in the chronological order of their application, subject to Section 4(e) and 4(f) below, insofar as is practicable; and (ii) The prompt written notification to any rejected applicant of the grounds for any rejection; (e) Subject to applicable fair housing laws, give a first priory preference and consideration, including but not limited to priority placement on a written waiting list of available units, to the housing needs of households who have been permanently displaced or face permanent displacement from housing in Santa Ana as a result of any of the following: 5 Error icy `ounC len NroNer `name' 3 —11 7/16/2024 Exhibit 1 (i) A redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) - applicable only to projects funded by the low and moderate income housing asset fund as defined in the Community Redevelopment Law; property owner; or (ii) Ellis Act, owner -occupancy, or removal permit eviction; (iii) Earthquake, fire, flood, or other natural disaster; (iv) Cancellation of a Housing Choice Voucher HAP Contract by (v) governmental action, such as Code Enforcement; (f) Subject to applicable fair housing laws, give a second preference to the housing needs of households residing in, employed in, or offered employment in the City of Santa Ana, including but not limited to priority placement on a written waiting list of available units; and (g) Carry out the Affirmative Marketing procedures of the City of Santa Ana, to provide information and otherwise attract eligible persons from all racial, ethnic and gender groups, and low income households or households with special needs, in the housing market area to the Restricted Units. Owner shall maintain a marketing program and resident selection plan for leasing of the Restricted Units ("Marketing Program") consistent with the marketing of the Project under the Original Agreement prior to the approval of this Agreement . The leasing of the Restricted Units shall be marketed in accordance with the Marketing Program, as the same may be amended from time to time and submitted to the City. The Marketing Program shall include, but is not limited to, marketing and community outreach activities, proposed tenant selection criteria, occupancy standards, income requirements, timeline and detail for outreach and marketing, data collection, record keeping and monitoring, procedures for complaints, and compliance assessment. Components of the resident selection plan shall include, but are not limited to, the application process, interview procedure, apartment offer and assignment, rejected applications, and wait list management. 5. Owner, its successors and assigns, shall not refuse to lease a restricted Unit to a holder of a certificate of family participation under 24 CFR part 882 (Rental Certificate Program) or a rental voucher under 24 CFR part 887 (Rental Voucher Program) or to a holder of a comparable document evidencing participation in a HOME or other tenant -based rental assistance program because of the status of the prospective tenant as a holder of such certificate of family participation, rental voucher, or comparable HOME or other tenant -based rental assistance document. 6. Any lease of a Restricted Unit must be for not less than one year, unless by mutual agreement between the tenant and the Owner. The lease may not contain any of the following provisions (in which references to "owner" shall mean the Owner, its successors or assigns): (a) Agreement by the tenant to be sued, to admit guilt, or to a judgment in favor of the owner in a lawsuit brought in connection with the lease; 6 Error icy `ounC len NroNer `name' 3 — 12 7/16/2024 Exhibit 1 (b) Agreement by the tenant that the owner may take, hold, or sell personal property of household members without notice to the tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the housing unit after the tenant has moved out of the unit. The owner may dispose of this personal property in accordance with state law; (c) Agreement by the tenant not to hold the owner or the owner's agents legally responsible for any action or failure to act, whether intentional or negligent; (d) Agreement of the tenant that the owner may institute a lawsuit without notice to the tenant; (e) Agreement by the tenant that the owner may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties; (f) Agreement by the tenant to waive any right to a trial by jury; (g) Agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and (h) Agreement by the tenant to pay attorney's fees or other legal costs even if the tenant wins in a court proceeding by the owner against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. 7. Owner, its successors or assigns, may not terminate the tenancy or refuse to renew the lease of a tenant of a Restricted Unit, except for serious or repeated violation of the terms and conditions of the lease; for violation of applicable federal, state, or local law; for completion of the transitional housing period; or for other good cause. Any termination or refusal to renew must be preceded by not less than 30 days by Owner's service upon the tenant of a written notice specifying the grounds for the action. 8. Owner shall, at all times during the Term of this Agreement, cause the Property and the Project to be maintained in a healthy and safe manner, regardless of cause of the disrepair. Owner shall be fully and solely responsible for costs of maintenance, repair, addition and improvements. Subject to the rights of tenants, City, and any of its employees, agents, contractors or designees shall have the right to enter upon the Property at reasonable times and in a reasonable manner to inspect the Project, after providing notice as follows: (i) at least a 24-hour notice to Owner and tenants of the Restricted Unit(s) which will be inspected, or (ii) at least 48 hours' notice to Owner, which shall promptly give notice to tenants of the Restricted Unit(s) to be inspected. 9. Owner covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial status, age, source of income, disability, veteran or military status, or genetic information of any person, in the sale, lease, sublease; transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Owner itself or any person claiming under or through it 7 Error icy `ounC len NroNer `name' 3 — 13 7/16/2024 Exhibit 1 establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. 10. Owner shall manage the Restricted Units in accordance with the most -recently approved Management Plan, including such amendments as may be approved in writing from time to time by the City Housing Division Manager, for the term of the income and rent restrictions contained in this Agreement. The components of the Management Plan shall include: (a) Management Agent. Owner shall submit the name and qualifications of any proposed change to the Management Agent. The City Housing Division Manager shall approve or disapprove any changes to the Management Agent in writing based on the experience and qualifications of the Management Agent. The City hereby approves Advanced Property Services Management, Inc. as the Management Agent. (b) Management Agreement. Owner shall submit a copy of any proposed changes to the management agreement specifying the amount of the management fee, and the relationship and division of responsibilities between Owner and Management Agent. (c) Tenant Selection Policies. Owner shall include in the Management Plan the tenant selection policies in accordance with Section 4, above. If at any time the City determines that the Restricted Units are not being managed or maintained in accordance with the approved Management Plan, Owner shall change the Management Agent or the practices complained of, upon receipt of written notice from the City Housing Division Manager. The City Housing Division Manager may require Owner to change management practices or to terminate the management contract and designate and retain a different management agent, to be approved by the City Housing Division Manager. The management agreement shall provide that it is subject to termination by Owner without penalty, upon thirty (30) days prior written notice, at the direction of the City Housing Division Manager. Within ten (10) days following a direction of the City Housing Division Manager to replace the Management Agent, Owner shall select another management agent or make other arrangements satisfactory to the City Housing Division Manager or designee for continuing management of the Restricted Units. 11. Prevailing Wage. (a) Owner represents that it is familiar with the requirements of the California Prevailing Wage Law (Cal. Labor Code § 1720 et seq.) and the federal Davis -Bacon Act (40 U.S.C. § 3141 et seq.) (collectively, the "Prevailing Wage Laws"). Owner agrees and acknowledges that City has not made any statements or representations about whether Prevailing Wage Laws apply to any work to be performed on the Project or the Property, and that Owner assumes any and all responsibility and liability as to whether or not laborers employed relative to any work on the Property or Project must be paid the prevailing per diem wage rate for their labor classification or whether any other requirements of the Prevailing Wage Laws apply to work performed on the Property or the Project. 8 Error icy `ounC len NroNer `name' 3 — 14 7/16/2024 Exhibit 1 (b) Owner, on behalf of itself, its successors, and assigns, waives and releases the City from any right of action that may be available to any of them pursuant to Prevailing Wage Laws. Owner acknowledges the protections of Civil Code section 1542 relative to the waiver and release contained in this Section 11, which reads as follows: A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor or released party. (c) By signing this Agreement, Owner knowingly and voluntarily waives the provisions of section 1542 solely in connection with the waivers and releases of this Section 11. (d) Additionally, Developer shall indemnify, defend and hold harmless the city against any claims made under Prevailing Wage Laws arising from this Agreement or the construction, installation or rehabilitation of the Property or the Project, or portion thereof. 12. Relocation. Owner shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs as may be required to comply with applicable federal and state laws and regulations. Prior to recordation of this Agreement, Owner submitted to the City a relocation plan, dated on or about May 28, 2024, regarding rehabilitation of the Project and prior to any rehabilitation of the Project the Owner shall submit updates to such relocation plan for City approval, which approval shall not be unreasonably withheld, delayed, or conditioned ("Relocation Plan"). Owner shall at all times comply with the Relocation Plan. In addition to any other indemnity provided by Owner under this Agreement, Owner shall indemnify, defend (with counsel of City's choosing and the consent of Owner, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Owner's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party for relocation assistance, benefits and costs, or any other claim arising from or related to relocation of existing tenants. 13. Emergency Evacuation Plan. Owner shall maintain an Emergency Evacuation Plan (the EEP). Up-to-date 24-hour emergency contact information for the on -site personnel shall be provided to the City on an ongoing basis and the EEP shall be kept onsite and also be submitted to the following City Agencies: (a) Police Department (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 14. Crime Free Housing. Owner shall maintain a crime free housing policy, procedure, and design plan (the "CFH Plan"), which includes the following provisions: 9 Error icy `ounC len NroNer `name' 3 — 15 7/16/2024 Exhibit 1 (a) Requiring parking areas and common interior areas (lobbies, elevators, etc.) to contain security cameras; (b) Requiring routine unit inspections; (c) Ensuring lobby/other entrance doors are secured and accessed via remote controls, fobs, etc.; and (d) Have policies in place to ensure that common use areas such as hallways and trash enclosures are maintained in good condition and repair (e.g., well -lit, kept clean, etc.). The CFH Plan shall be implemented and administered by Owner or its designated property manager, subject to all legal requirements, prohibitions against discrimination or unlawful housing practices. 15. Onsite Parking Management Plan. Owner shall maintain onsite parking for residents and visitors of the Project consistent with parking available to the Project prior to approval of this Agreement and actively monitor the parking demand of the Project site. Owner shall continually monitor and take the following 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, but taking the following actions: a. Requiring onsite parking permits (such as stickers or hang -tags) for any parking in the onsite parking spaces for both residents and guests; b. Adopting policies for maximum time vehicles may be parked in the surface parking spaces, including any guest parking; and C. Adopting policies for towing unauthorized vehicles, vehicles parked in unauthorized locations (such as fire lanes), vehicles parked in surface guest parking without a sticker, hang -tag, or other identifiers, and vehicles parked longer than any maximum guest parking timeframes allowed. Owner shall comply with and enforce the PMP at all times. 16. Recordkeeping. Throughout the Term of this Agreement, Owner shall annually complete and submit to City an annual compliance report. Representatives of the City shall be entitled to enter the Property, if necessary, after review of the documentation, upon at least forty- eight (48) hours' notice, to monitor compliance with this Agreement, and shall be entitled to inspect the records of the Project and to conduct an independent audit or inspection of such records at a location within the City that is reasonably acceptable to the City. Owner agrees to cooperate with the City making the Property and the records of the Project relating to each Unit available for such inspection or audit. Owner agrees to maintain each record of the Project for no less than five (5) years after the creation of such record, or such longer time as required by law if a record relates to an audit or litigation. 10 Error icy `ounC le° ''��''�� `� name. 3 — 16 7/16/2024 Exhibit 1 17. The covenants established in this Agreement and any amendments hereto approved by the City and Owner shall, without regard to technical classification and designation, be binding for the benefit and in favor of the City and its respective successors and assigns. 18. The City is a beneficiary of the terms and provisions of this Agreement and the covenants herein, both for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit this Agreement and the covenants running with the land have been provided. The City shall have the right if the covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which they or any other beneficiaries of this Agreement and covenants are entitled. 19. The covenants and agreements contained herein shall run with the land and not be personal obligations of Owner. Upon the sale, conveyance or other transfer of the Property that is approved by the City pursuant to this Agreement, or a Permitted Transfer, and the assumption of the obligations hereunder by a transferee, Owner's liability for performance shall be terminated as to any obligation to be performed hereunder after the date of such Transfer. 20. Default. (a) Event of Default. Failure or delay by any Party to perform any term or provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from the other Party specifying the default (or such other period specifically provided herein), constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty (30) days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of ninety (90) days). Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. (b) Rights and Remedies Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. City's rights and remedies to enforce this Agreement include any and all civil, administrative, or criminal remedies as set forth in local, state, or federal law. Notwithstanding anything to the contrary contained in this Agreement, in no event shall either Party be liable for speculative, consequential, punitive or other indirect damages, and each Party waives any right to collect speculative, consequential, punitive or other indirect damages against the other Party. 21. Indemnification. In addition to any other indemnity specifically provided in this Agreement, Owner agrees to defend (with counsel of City's choosing and the consent of Owner, which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense counsel upon City's and Owner's consent) indemnify and hold harmless City, the Housing Authority (in its capacity as the Successor Agency to the Community Redevelopment Agency for 11 Error icy `ounC le° ''��''�� `� name. 3 — 17 7/16/2024 Exhibit 1 the City of Santa Ana), and their respective officers, officials, agents, employees, representatives, volunteers, successors or assigns (collectively, "Indemnitees") from and against any loss, liability, claim, or judgment arising from any act or omission of Owner, or its officers, officials, agents, employees, representatives, volunteers, or successors or assigns ("Indemnitors") in connection with Indemnitors' obligations under the Original Agreement or this Agreement, or any loss, claims, damages, judgement, penalties, liabilities or costs asserted against Indemnitees that arise from or relate to the Original Agreement or this Agreement, including but not limited to the approval this Agreement, except to the extent required by law for the negligence or willful misconduct of Indemnitees. 22. Transfer or Assignment (a) Prohibited Transfers or Assignments. Owner shall not sell, transfer, or assign the Property or Project in whole or in part, or transfer or assign Owner's rights and obligations in this Agreement, in whole or in part, unless the sale, transfer, or assignment is a Permitted Transfer (as defined in Section 22(e)) or approved by the City. If Owner seeks to sell, transfer or assign the Property or Project, or any rights and obligations in this Agreement, in a manner that does not constitute a Permitted Transfer, Owner shall request City's written consent, and City shall respond within fifteen (15) days with a written approval or denial, which City may determine in its reasonable discretion. If City approves such a request, then prior to any such sale, transfer or assignment, Owner shall pay City's reasonable fees as compensation for the City's review of the request. City's failure to respond to the request within fifteen (15) days shall be deemed an approval. Notwithstanding any transfer or assignment, including any Permitted Transfers, this Agreement shall not be subordinated and shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property or any portion thereof on or after the approval of this Agreement. (b) Sale of Property. Owner agrees and declares that the Property and the Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this Agreement, all of which are for the purpose of enhancing and protecting the value and attractiveness of the Property and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute covenants which run with the land and shall be binding on Owner and its successors and assigns, and all parties having or acquiring any right, title or interest in, or to any part of the Property or Project. (c) Subsequent Assi ng ment. As used in this Agreement, the term "Owner" shall be deemed to include any such transferee or assignee after the date such sale, transfer, or assignment occurs in compliance with this Agreement. (d) Unpermitted Assignments Void. Any sale, transfer, or assignment made in violation of this Agreement shall be null and void, and City shall have the right to pursue any right or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, transfers, or assignments. (e) Permitted Transfers. Any of the following do not require the City's prior written approval (the "Permitted Transfers"): 12 Erroricy `o" '�"'�� name. unC 3 — 18 7/16/2024 Exhibit 1 a. Any transfer to a lender providing financing to the Project; b. Any transfer resulting from foreclosure or deed in lieu of foreclosure; C. Any transfer of stock or equity in Owner that does not change management or operational control of the Project, with no material change in beneficial ownership (with the exception of any conveyance to member(s) of the immediate family(ies) of the transferor(s) or trusts for their benefit); d. The lease of residential units in the Project consistent with this Agreement; e. Any transfer of this Agreement and the Property to a limited partnership in which OHDC or its affiliate is a general partner. f. The transfer and sale of limited partnership interests in Owner while the Owner is in the form of a limited partnership. g. In the event that any general partner of the Owner, while the Owner is in the form of a limited partnership, is removed by the limited partner of such limited partnership for cause following default under the partnership agreement, the transfer of the general partner interest to a 501(c)(3) tax exempt nonprofit corporation selected by the limited partner and approved by the City, which approval shall not be withheld unreasonably, delayed or conditioned. h. The transfer of the Project from Owner, while the Owner is in the form of a limited partnership, to one or more of the general partners of the Owner or affiliates of the general partners of the Owner at the end of the tax credit compliance period for the Project; and i. Any dilution of the general partner's interest in the Owner while the Owner is in the form of a limited partnership, in accordance with the Owner's limited partnership agreement. 23. MISCELLANEOUS (a) Entire Agreement. This Agreement and all of its exhibits and attachments set forth and contain the entire understanding and agreement of the parties with respect to the affordability requirements set forth in this Agreement for the Project, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. (b) Amendment. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance approved by the City Council, or through the City Manager as detailed herein, and signed on behalf of each party. The City Manager shall have the authority to make approvals, issue interpretations, execute documents, waive provisions, and/or enter into amendments of this Agreement on behalf of City that further the intent of this Agreement. Each alteration, change, or modification to this 13 Error icy `ounC le° ''��''�� `� name. 3 — 19 7/16/2024 Exhibit 1 Agreement shall be recorded against the Property in the Official Records of Orange County, California. (c) Notices. (i) Delivery. As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) two (2) days after deposit in the United States mail in a sealed envelope, first class mail and postage prepaid, and addressed to the recipient named below; or (iv) one (1) day after deposit with a known and reliable next -day document delivery service (such as Federal Express), charges prepaid and delivery scheduled next -day to the recipient named below, provided that the sending party receives a confirmation of delivery from the delivery service provider; or (v) upon transmission thereof (as evidenced by the recipient's reply to such notice or other competent evidence of actual receipt) if transmitted by electronic transmission (email), provided that a copy of such notice is concurrently sent by first- class mail postage prepaid. All notices shall be addressed as follows: If to City: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attention: Housing Division Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 If to Owner: Orange Housing Development Corporation 414 E. Chapman Avenue Orange, CA 92866 Attention: Chief Executive Officer (ii) Change of Address. Either Party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. (d) Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement 14 Erroricy `o" '�"'�� name. unC 3-20 7/16/2024 Exhibit 1 shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. (e) Interpretation and Governing Law. This Agreement and any dispute hereunder shall be governed and interpreted in accordance with the laws of the State of California without regard to conflict of law principles. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof. (f) Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. (g) Singular and Plural. As used herein, the singular of any word includes the plural, and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include the other as context so dictates. (h) Joint and Several Obligations. If at any time during the Term of this Agreement the Property and/or Project is owned, in whole or in part, by more than one owner, all obligations of such Owner under this Agreement shall be joint and several, and the default of any such owner shall be the default of all such owners. (i) Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 0) Computation of Days. Unless otherwise specified in this Agreement or any Exhibit attached hereto, use of the term "days" shall mean calendar days. For purposes of this Agreement and all Exhibits attached hereto, "business days" shall mean every day of the week except Saturdays, Sundays, official State holidays as recognized in Government Code Section 19853(a) or successor statute, and any days in which Santa Ana City Hall is closed for business. (k) Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. (1) Non -Discrimination. In performing its obligations under this Agreement, OHDC shall not discriminate because of race, color, creed, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial status, age, source of income, disability, medical condition, veteran or military status, or genetic information of any person, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, or termination of employees or other related activities. Owner affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. (m) Third Party Beneficiaries. No person or entity, other than City and Owner shall have any right of action based upon any provision of this Agreement. 15 Erroricy `o" '�"'�� name. unC 3 — 21 7/16/2024 Exhibit 1 (n) Force Majeure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, pandemics as declared by federal, state, or local emergency resolution, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Parry's control (including the Parry's employment force), court actions (such as restraining orders or injunctions), or other causes beyond the Party's control, including delays by any governmental entity (although the City may not benefit from this provision for a delay that results from City's failure to perform its obligations under this Agreement), or an insurance company of either party. If any such events shall occur, the Term of this Agreement and the time for performance by either Party of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance. (o) Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed hereunder by such benefited Party. (p) Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof, and (c) is binding upon each Party and each successor in interest approved pursuant to this Agreement during ownership of the Property or any portion thereof. (q) Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. (r) Jurisdiction and Venue. Any action at law or in equity under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. (s) Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Parry is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Owner is that of a government entity regulating private property and the Owner of such property. (t) Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and in the satisfaction of the Project and conditions of this Agreement. Upon the request of either Party at any time, the other Party shall 16 Error icy `ounC le° ''��''�� `� name. 3 — 22 7/16/2024 Exhibit 1 promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or the Project or to evidence or consummate the transactions contemplated by this Agreement. City hereby authorizes City Manager to take such other actions and negotiate and execute any additional agreements or amendments to this agreement as may be reasonably necessary or proper to fulfill the City's obligations under this Agreement. The City Manager may delegate her or his powers and duties under this Agreement to an authorized management level employee of the City. (u) Estoppel Certificate. Within ten (10) business days following a written request by any of the Parties, the other Party shall execute and deliver to the requesting Party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding Party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification, except as may be represented by the requesting Party, and that there are no uncured defaults in the performance of the requesting Party, except as may be represented by the requesting Party. (v) No Subordination. This Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property or any portion thereof. (w) Attorneys' Fees and Costs. If either Party to this Agreement commences an action against the other Party to this Agreement arising out of or in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing Party. 24. Authority to Execute. The person or persons executing this Agreement on behalf of each Party warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind the Party to the performance of its obligations hereunder. [Signatures on Following Pages] 17 Error icy `ounC len NroNer `name' 3 — 23 7/16/2024 Exhibit 1 IN WITNESS WHEREOF, the City and Owner have executed this Agreement. Date: Date: ORANGE HOUSING DEVELOPMENT CORPORATION, a California nonprofit public benefit corporation By: Eunice Bobert Chief Executive Officer THE CITY OF SANTA ANA, a municipal corporation and charter city IC Alvaro Nunez, Acting City Manager ATTEST: Jennifer L. Hall, City Clerk APPROVED AS TO FORM: Sonia R. Carvalho CITY ATTORNEY By: NA.'iR &-� Matthew R. Cody Special Council to the City Best, Best & Krieger RECOMMENDED FOR APPROVAL By: Michael L. Garcia Executive Director Community Development Agency Error! Unknown document property name. City Council 3 — 24 7/16/2024 Exhibit 1 CONSENT BY HOUSING AUTHORITY The Housing Authority of the City of Santa Ana, a public body, corporate and politic, in its capacity as the successor to the housing assets and functions of the Community Redevelopment Agency of the City of Santa Ana, hereby agrees to the termination of the Original Agreement but is otherwise not a party to this Agreement. Date: THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA , a public body, corporate and politic, in its capacity as the successor to the housing assets and functions of the Community Redevelopment Agency of the City of Santa Ana Executive Director ATTEST: Jennifer L. Hall, Clerk of the Board of Commissioners APPROVED AS TO FORM: General Counsel Error icy `ounC len NroNer `name' 3 — 25 7/16/2024 Exhibit 1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On , before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Name: Notary Public Error icy `ounC len NroNer `name' 3 — 26 7/16/2024 Exhibit 1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On , before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Name: Notary Public Error icy `ounC len NroNer `name' 3 — 27 7/16/2024 Exhibit 1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On , before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Name: Notary Public Error icy `ounC len NroNer `name' 3 — 28 7/16/2024 Exhibit 1 ATTACHMENT NO. 1 LEGAL DESCRIPTION ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: LOTS 1 THROUGH 10 INCLUSIVE, IN BLOCK 2 OF FRUIT'S ADDITION TO SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 9, PAGE 91 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. EXCEPT FROM SAID PROPERTY ALL OIL, GAS, HYDROCARBON SUBSTANCES AND MINERALS OF EVERY KIND AND CHARACTER, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH AND TO USE AND OCCUPY ALL PARTS OF SAID PROPERTY LYING MORE THAN 500 FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR OR PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE OF SAID PROPERTY OR ANY PORTION THEREOF WITHIN 500 FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER TO THE EXTENT SUCH RIGHTS TO DRILL HAVE BEEN EXCEPTED BY THE PARTIES NAMED IN DEEDS, LEASES AND OTHER DOCUMENTS OF RECORD, BY DEED RECORDED FEBRUARY 7, 1986, AS INSTRUMENT NO. 86-53330 OF OFFICIAL RECORDS. APN: 398-323-08 Attachment No. 1 y� r -1- Error If n doctmen property name' 3 — 29 7/16/2024 Qverland, Pacific & Cutler, a Division of TRAI*.NSYSTEMS Garden Court Project RELOCATION PLAN Prepared for: C&C Development Co., LLC 14211 Yorba St., Suite 200 Tustin, CA 92780 (714) 288-7600 Prepared by: Overland, Pacific and Cutler, a division of TranSystems 5000 Airport Plaza Drive, Suite 250 Long Beach, CA 90815 (562) 304-2000 June 27, 2024 City Council 3 — 30 7/16/2024 TABLE OF CONTENTS INTRODUCTION L PROJECT DESCRIPTION A. REGIONAL LOCATION B. PROJECT SITE LOCATION AND DESCRIPTION II. ASSESSMENT OF RELOCATION NEEDS 5 A. SURVEY METHOD 5 B. OCCUPANT DATA 5 1. Current Occupants 5 2. Income 5 3. Language 5 4. Senior/Handicapped Households 5 5. Permanent Replacement Housing Needs 6 6. Preferred Area to Relocate 6 III. RELOCATION RESOURCES 7 A. TEMPORARY HOUSING NEEDS 7 B. PERMANENT REPLACEMENT HOUSING AVAILABIILTY 7 1. Rental Replacement Housing 7 2. Summary 8 C. RELATED ISSUES 8 1. Concurrent Residential Displacement 8 IV. THE RELOCATION PROGRAM 9 A. ADVISORY ASSISTANCE 9 B. QUALIFIED TENANT RELOCATION BENEFITS 10 C. PERMANENT RELOCATION BENEFITS 11 D. GENERAL INFORMATION REGARDING THE PAYMENT OF RELOCATION BENEFITS 14 E. PROGRAM ASSURANCES AND STANDARDS 15 F. CITY OF SANTA ANA RSO AND JCO 15 G. LAST REORT HOUSING 15 H. RELOCATION TAX CONSEQUENCES 16 I. GRIEVANCE PROCEDURES 16 V. ADMINISTRATIVE PROVISIONS 17 A. NOTICES 17 B. PRIVACY RECORDS 18 C. EVICTION POLICY 18 D. CITIZEN PARTICIPATION 18 E PROJECTED DATE OF DISPLACEMENT 19 F. ESTIMATED RELOCATION COSTS 19 LIST OF TABLES TABLE 1: Available Replacement Rental Housing TABLE 2: Fixed Move Schedule TABLE 3: Example rental Assistance Payment Calculation 7 12 13 City Council 3 — 31 7/16/2024 LIST OF EXHIBITS EXHIBIT A: HUD INCOME LIMITS EXHIBIT B: AVAILABLE REPLACEMENT UNITS EXHIBIT C: INFORMATIONAL STATEMENT EXHIBIT D: NOTICE OF NON -DISPLACEMENT EXHIBIT E: NOTICE OF ELIGIBILITY EXHIBIT F: NOTICE TO VACATE EXHIBIT G: PUBLIC COMMENTS & RESPONSES City Council 3 — 32 7/16/2024 INTRODUCTION C&C Development Co., LLC (Owner) has authorized the preparation of a Relocation Plan to be undertaken in connection with planning for the proposed rehabilitation of rental housing units located at 300 E. Santa Ana Boulevard, Santa Ana, CA 92701 (Project site) known as Garden Court (Project). The Owner plans to rehabilitate 84 units, including both the building exterior and unit interiors. Improvements will include: Interior New cabinets New countertops New interior lighting New HVAC equipment New doors and frames Replace Appliances Drywall repairs New flooring throughout Repaint interiors F.xteri or Replace building lighting Replace landscaping Replace playground equipment Stucco repairs New paint Roofing New windows New decking The Project consists of 84 total units: 24 one -bedroom units and 60 two -bedroom units. It is anticipated that nine units will be at 30% area median income (AMI), nine units will be at 50% AMI, 29 units will be at 60% AMI, and 36 units will be at 70% AML The remaining unit will be an unrestricted manager's unit. AMI levels are based on the HUD Income Limits as shown in Exhibit A. There will be no loss of units and bedroom counts will remain the same post - renovations. The building has four quadrants, each with 21 units. The Project construction plan proposes that each quadrant will be rehabilitated by itself, resulting in four phases to the Project. Each quadrant will take approximately six months to complete. To renovate the first quadrant, 15 households will be permanently relocated, and a certain number of households will be moved to other Project units temporarily to clear one quadrant. (There are currently six vacant units). Once that quadrant has been rehabilitated, 21 qualified Project households will be moved directly one-time into a newly renovated Project unit, and this process will continue quadrant by quadrant as renovations are completed. When the final quadrant has been completed, any previously displaced qualified tenants will be offered the first right of refusal to return to a Project unit. The Owner anticipates utilizing financing including Tax -Exempt Bonds, a Seller Carryback Loan, a Deferred Developer Fee, Seller Contribution, Income from Operations, and Limited Partner Equity in the form of Federal Tax Credits. Due to the proposed funding sources, the Relocation Plan and the relocation program described within meets the requirements of California Relocation Assistance Law, Government Code Section 7260, et seq. (Law), and the Relocation Assistance and Real Property Acquisition Guidelines adopted by the Department of Housing and Community Development as in Title 25, California Code of Regulations Section 6000, et seq. (Guidelines). City Council 3 — 33 7/16/2024 Overland, Pacific & Cutler, LLC ("OPC"), an experienced relocation consulting firm, has been retained to prepare this Relocation Plan ("Plan") in compliance with regulatory and statutory requirements, to evaluate the present circumstances of affected tenants, identify the permanent housing requirements of the tenants, and to describe the Owner's on -site moves and permanent relocation plans and available resources. As of the date of this Plan, 63 households will move one-time into newly renovated Project units on -site, and 15 households will be permanently relocated. (There will also be a certain number of households who will be moved temporarily into other Project units, but the exact number of households is unknown at this time). The needs and characteristics of the Project residents and the Owner's program to provide assistance to each affected person are general subjects of this Plan. This Plan is organized in five sections: 1. Project description (SECTION I); 2. Assessment of the relocation needs of persons subject to permanent displacement (SECTION II); 3. Assessment of available permanent replacement housing for the Project residents (SECTION III); 4. Description of the Owner's relocation program (SECTION IV); 5. Description of the Owner's Project timeline and budget (SECTION V). City Council 3 — 34 7/16/2024 I. PROJECT DESCRIPTION A. REGIONAL LOCATION The Project is located in the City of Santa Ana within Orange County. The Project site is immediately accessible from Interstate 5 and State Highways 22 and 55 (Figure 1: Regional Project Location). Surrounding communities include Orange, Tustin, Irvine, Fountain Valley and Garden Grove. s Los Angeles -I Monte�wes s Montebello sa Huntington Park C +' . Iron§ Beach `! des I:. .: (57) 'Pomona 0 Chino Chino ills er 83 Ei gil Hills ark 91 Full 91 A ; r untain ss Wile y 13 { Irvine Trabuoo Huntington - 241 Canyon` Beach Lake Forest Newport Beach Mission Viejo, `iso Viejo II Figure 1: Regional Project Location B. PROJECT SITE LOCATION AND DESCRIPTION Jur rco The Project site is located at 300 E. Santa Ana Boulevard, Santa Ana, CA 92701 and its general boundaries include E. Santa Ana Boulevard, N. Spurgeon Street, E. 51h Street and French Street. The site spans 1.44 acres and one parcel improved with one building with 84 units. As of the date of this Plan, 80 units are occupied by tenants, one unit is occupied by an on -site manager, and three units are vacant (Figure 2: Project Site and Figure 3: Project site with addresses). City Council 3 — 35 7/16/2024 P Figure 2: Project site - E M..tr'i V. City Council 3 — 36 7/16/2024 IL ASSESSMENT OF RELOCATION NEEDS A. SURVEY METHOD To obtain information necessary for the preparation of this Plan, OPC interviewed or attempted to interview the Project residents in March and April 2024. Despite multiple attempts, one household did not respond to multiple interview requests via phone messages, door knocking, cards left and property management outreach. Data on the Project households was also provided to OPC by the Owner in March 2024. For the interviewed households, OPC collected information about the household composition and current circumstances, special needs related to permanent relocation, preferred language, disabilities, gross annual income, and an assessment of personal property to be relocated. B. OCCUPANT DATA 1. Current Occupants As of the date of this Plan, there are 84 units to be rehabbed for the Project of which 78 are currently occupied. Sixty-nine of the households (including the manager) are qualified to remain in a Project unit, and nine households are over -income. However, an additional six households will be permanently displaced to facilitate the construction plan previously described. The Project households range in size from 1-8 individuals and occupy one- and two -bedroom apartment units. The specific households who will be permanently displaced are unknown at this time, but this Relocation Plan will be updated with specific tenant data closer to the funding application in August 2024. 2. Income Information regarding gross household income was provided by the Developer in July 2024. According to income standards for Orange County (Exhibit A) adjusted for family size as published by the United States Department of Housing and Urban Development (HUD), 23 households qualify as Extremely Low Income (30% AMI or below), 25 households qualify as Very Low Income (31% - 50% AMI), 24 households qualify as Low Income (51% -80% AMI), and 6 households are above Low Income (over 80% of AMI). Of the Extremely Low Income households, four currently have section 8 vouchers. The six over -income households presently occupy market rate units. The specific income levels for the households to be permanently displaced will be determined once the 15 households to be relocated are identified. 3. Language The preferred languages for the Project households are English and Spanish. All verbal communication and required written notices will be provided in the language understood by the tenant and a bilingual relocation agent will be provided, as necessary. 4. Senior/Handicapped Households It is unknown at this time how many senior or disabled tenants will be permanently displaced. However, appropriate steps will be taken to accommodate mobility challenges and to provide City Council 3 — 37 7/16/2024 suitable housing on a first floor or with access to an elevator and an ADA compliant unit when necessary. In addition, all senior and disabled Project tenants will receive extra assistance to make sure their units are move -ready, to move them to their new accommodations on -site or permanent replacement housing off -site and to accommodate any other special needs they may have. 5. Permanent Replacement Housing Needs Replacement housing needs, as expressed in this plan, are defined by the total number of required replacement units and distribution of those units by bedroom size. The projected number of required units by bedroom size is calculated by comparing current data for household size with the Owner's replacement housing occupancy standards. These standards, generally, allow for up to two persons in a studio unit, three persons in a one -bedroom unit, five persons in a two - bedroom unit, seven persons in a three -bedroom unit and nine or more persons in a four -bedroom unit. When determining the comparable size of the replacement unit under the State relocation programs, the number of all household members is taken into consideration regardless of legal presence status. Because the specific 15 households who will be permanently displaced have not yet been identified, based on current household sizes, it is assumed the replacement housing needs may include one-, two-, three- and four -bedroom apartments units. The Project site is within a densely populated mixed -use area with retail shopping, personal services, restaurants, medical facilities, parks, schools, opportunities for employment, public facilities, social services, and public transportation. 6. Preferred Area to Relocate Once the households to be permanently displaced have been identified, they will be interviewed to determine their preferred areas to relocate. City Council 3 — 38 7/16/2024 III. RELOCATION RESOURCES A. TEMPORARY HOUSING NEEDS The Owner's planned rehabilitation and scope of work for the unit upgrades will require 21 households every six months over three phases to move directly into renovated units as their new permanent Project units. Initially, a certain number of households will be required to move on -site into other Project units temporarily. Therefore, no off -site temporary housing will be required. B. PERMANENT REPLACEMENT HOUSING NEEDS AND AVAILABILITY Prior to the first phase of construction, 15 households will be required to move off -site as permanent relocations. (Nine of the 15 households are over -income households). Together with the six vacancies plus a certain number of Project households that will have to move to other units on -site, the permanent displacements will create 21 vacant units in one quadrant to allow for the remaining Project households to stay on -site during construction until it is time to permanently move into newly renovated units one quadrant at a time over three phases on a rolling basis. The income -qualified tenants who must permanently relocate off -site will have the first right of refusal to return to a Project unit after construction on the fourth and final quadrant has been completed. For residential housing, a resource survey was conducted to identify available comparable rental units within proximity to the Project site. The following sources were utilized: -- Classified rental listings from local newspapers and For Rent publications -- Internet sources of rental opportunities 1. Residential Rental Housing A replacement housing survey was conducted in May 2024 to look for available one-, two-, three- and four -bedroom apartments for rent in Santa Ana and in proximity to the Project site. This data as of the date of this Plan ultimately located within five miles of the Project site is summarized in Table 1 below and in Exhibit B. Table 1: Availability and Cost of Re lacement Rental Housing 9 of Bedrooms One Two Three Four 9 Found 24 24 18 4 Rent Range $1,995 - $2,728 $2,495 - $3,099 $3,200 - $4,299 $3,200 - $4,200 Median Rent $2,245 $2,775 $3,550 $3,975 The available units identified were in residential and mixed -use neighborhoods with access to restaurants, retail stores, medical facilities, social services, opportunities for employment, public transportation, parks, schools and opportunities for employment. The median rent amount shown in the table is among the figures used to make benefit and budget projections for the Plan. This amount is, naturally, subject to change according to the market rates prevailing at the time of displacement. City Council 3 — 39 7/16/2024 2. Summary Considering the above -described availability of replacement housing resources gathered, it appears there are an adequate number of replacement units for the residential occupants. While adequate replacement resources exist for the tenants, based on survey results of rental opportunities and the tenants' current rent, some tenants may have an increase in monthly rent. Possible increases, if any, will be met through the Owner's obligation under the relocation regulations, including Last Resort Housing (LHR) requirements. (See Section IV, E). C. RELATED ISSUES 1. Concurrent Residential Displacement There are no known public projects anticipated in the Project area that will cause significant displacements during the timeframe of anticipated initiation of Project displacements. No residential displacee will be required to move without both adequate notice and access to available, comparable, affordable, decent, safe and sanitary housing. City Council 3 — 40 7/16/2024 IV. THE RELOCATION PROGRAM The Owner's Relocation Program is designed to be responsive to unique Project circumstances, emphasize maintaining personal contact with all affected individuals, and consistently apply all criteria to formulate eligibility and benefit determinations and conform to all applicable requirements. The Owner will provide tenants the assistance, rights and benefits required under the standards and provisions set forth in the State law and regulations and all other applicable regulations and requirements. The relocation program will provide both advisory and financial assistance. Every effort will be made to facilitate relocation arrangements and minimize hardships for the tenants. The Owner will retain OPC, a multi-lingual consulting firm, to administer the Relocation Program for the tenants. OPC has worked on more than 6,000 public acquisition and relocation projects for more than 46 years. Experienced Owner staff will monitor the performance of OPC and be responsible to approve or disapprove OPC recommendations concerning eligibility and benefit determinations per applicable program requirements. OPC staff will be available to assist any relocated person and/or household with questions about the relocation process, relocation counseling and/or assistance in relocating. Relocation staff can be contacted at (800) 400-7356 from 8:00 am to 5:00 pm Monday through Friday and are available via voicemail and/or cellular phones after hours. The Relocation Office is located at 5000 Airport Plaza Drive, Suite 250, Long Beach, CA 90815. Relocation staff will assist tenants at hours convenient for the tenants and will go to the tenants rather than requiring them to come to an OPC office. The relocation program consists of two principal constituents: advisory assistance and financial assistance (Relocation Benefits). A. ADVISORY ASSISTANCE Advisory assistance services are intended to inform the tenants about the Owner's relocation program, help in the process of securing appropriate permanent replacement accommodations, facilitate claims processing, maintain a communication link with the Owner and coordinate the involvement of outside service providers. To follow through on the advisory assistance component of the relocation program and assure that the Owner meets their obligations under the law, OPC relocation staff will perform the following functions: 1. Distribute appropriate written information concerning the Owner's relocation program (Exhibit C); 2. Inform the eligible households of the nature of, and procedures for, obtaining available relocation benefits; 3. Determine the needs of each household eligible for assistance (including interviews with the persons to be permanently displaced wherein they may indicate special accommodation requests and/or special needs related to permanent relocation); City Council 3 — 41 7/16/2024 4. Provide tenants with access to available decent safe and sanitary permanent housing within a reasonable time prior to the moves; 5. Provide transportation to the tenants and their personal property, if necessary, to the permanent accommodations; 6. Inspect permanent housing to assure it meets decent, safe and sanitary standards as described in the CRAL; 7. Assist eligible occupants in the preparation and submission of relocation assistance claims; 8. Provide additional reasonable services necessary to successfully relocate occupants; 9. Make benefit determinations and payments in accordance with applicable laws and the Owner's adopted relocation guidelines; 10. Provide each qualified household with a minimum of 30 days written notice to relocate on -site and each household to be permanently displaced off -site with at least 90 days written notice to vacate; 11. Inform all tenants of the Owner's policies in writing and verbally with regard to eviction and property management; 12. Establish and maintain a formal grievance procedure for use by displaced persons seeking administrative review of the Owner's decisions with respect to relocation assistance; and 13. Provide assistance that does not result in different or separate treatment based on or due to an individual's sex, marital status, race, color, religion, ancestry, national origin, physical handicap, sexual orientation, and domestic partnership status. Adequate written and verbal notice and access to affordable decent, safe and sanitary housing will be provided with all requests made to tenants to vacate. Personal contact via phone, text, email, mail and in person, as applicable, will be maintained with all households during the relocation process. B. QUALIFIED TENANT RELOCATION BENEFITS Specific eligibility requirements and benefit plans will be detailed on an individual basis with all residents. In the course of the interview and follow-up visits, each household will be counseled as to available options and the consequences of any choice with respect to financial assistance. The Owner pledges to appropriate special care for households requiring additional assistance in the event of unforeseen circumstances. Relocation assistance information and counseling will be provided in the primary language of the displaced occupants to ensure that all residents obtain a complete understanding of the rehabilitation program and eligible accommodations and services provided. Addition translation services will be provided upon request. City Council 3 — 42 7/16/2024 Each time the renovations of one quadrant have been completed, 21 households from a different quadrant will move directly into the newly renovated units as their permanent Project homes until all quadrants have been completed and all Project residents have been moved one-way into renovated units. As stated previously, initially, a certain number of households will need to move into other Project units temporarily to clear one entire quadrant to begin the construction within the first quadrant. Those households will need to move twice on -site. Residents' furniture and personal property will be moved to their new permanent Project unit by a professional moving company, or they may elect to claim a Fixed Moving Payment based on the most current Federal Fixed move Payment Schedule (current schedule shown on Page 12). Packing and unpacking services will also be offered and provided to all residents at no cost to the residents, if requested. If a household elects to opt out of the packing/unpacking option, packing materials will be provided to residents 2-4 weeks prior to move out days. Residents will be given at least 30 days' written notice to vacate and move into their temporary and/or new permanent Project units, and advisory services will be provided throughout the relocation process. Relocation staff will provide all required relocation assistance to the households who will move one-way into newly renovated units. The Owner will directly pay the selected moving company to pack/unpack and move the tenants' personal property and will reimburse tenants for any utility transfer or one-time hook-up fees. Therefore, no tenant should incur any out-of-pocket costs associated with the relocations on -site. However, in the event a tenant does incur a cost related to the relocation on -site, the Owner will reimburse all eligible, reasonable and necessary costs. C. PERMANENT RELOCATION BENEFITS Permanent relocation benefits will be provided to non -qualified tenants and tenants required to move permanently to create an empty quadrant in accordance with the provisions of the State Relocation Law and Guidelines, and the Owner rules, regulations and procedures pertaining thereto. Benefits will be paid to eligible displaced persons upon submission of required claim forms and documentation in accordance with the Owner's normal administrative procedures. The Owner will process advance payment requests to mitigate hardships for tenants who do not have access to sufficient funds to pay move -in costs such as first month's rent and/or security deposits. Approved requests will be processed expeditiously to help avoid the loss of desirable, appropriate replacement housing. Tenants who will be permanently displaced will be eligible for the following relocation assistance: 1. Residential Moving Expense Payments All eligible residential occupants to be permanently relocated from the Project site will be eligible to receive a payment for moving expenses. Moving expense payments will be made based upon the actual cost of a professional move, or a fixed payment based on a room - count schedule, or a combination of both. a. Actual Cost (Professional Move) City Council 3 — 43 7/16/2024 Displacees may elect to have a licensed professional mover perform the move. The actual cost of the moving services, based on at least two acceptable bids, will be compensated by the Owner in the form of a direct payment to the moving company upon presentation of an invoice. Transportation costs are limited to a distance of 50 miles in either case. In addition to the actual move, costs associated with utility re -connections (i.e., gas, water, electricity, telephone, and cable, if any), are eligible for reimbursement. b. Fixed Payment (based on Room Count Schedule) An occupant may elect to receive a fixed payment for moving expenses which is based on the number of rooms occupied in the displacement dwelling or ancillary structures on the property. In this case, the person to be relocated takes full responsibility for the move. The fixed payment includes all utility connections as described in (a), above. The current schedule for fixed moving payments is set forth in Table 2 following: TABLE 2: Schedule of Fixed Moving Payments (effective as of August 2021) Unfurnished Dwelling One room $780 Two rooms $1,000 Three rooms $1,250 Four rooms $1,475 Five rooms $1,790 Six rooms $2,065 Seven rooms $2,380 Eight rooms $2,690 each additional room $285 Furnished Dwelling First Room $510 1$100 Each additional room 2. Rental Assistance for Tenant Occupants Who Choose to Rent To be eligible to receive the rental assistance benefits, the displaced tenant household has to rent or purchase and occupy a decent, safe, and sanitary replacement dwelling within one year from the date they move from the displacement dwelling. Except in the case of Last Resort Housing situations (Section E, Page 15), payments to households will be payable over a 42-month period and limited to a total maximum payment of $5,250 as stated under the Guidelines. (More information regarding rental assistance and City Council 3 — 44 7/16/2024 Last Resort Housing will be provided in detail in the informational brochure (Exhibit C) that will be provided to each household at the initiation of relocation activities.) Table 3 below portrays an example of a benefits determination under the State relocation program: ABLE 3: Example Computation of Rental Assistance Payments 1. Old Rent $650 Old Rent and Utilities or 2. Ability to Pay $700 30% Adjusted, Monthly, Gross Household Income (State)* 3. Lesser of lines 1 or 2 S650 Base Monthly Rental Subtracted From: 4. Actual New Rent $750 Actual New Rent and Utilities or 5. Comparable Rent $775 Determined by District (includes utilities) 6. Lesser of lines 4 or 5 $750 7. Yields Monthly Need: $100 Subtract line 3 from line 6 Rental Assistance $4,200 Multiply line 7 by 42 months *Gross adjusted income means the total amount of annual income of a household less the following: (1) a deduction for each dependent in excess of three; (2) a deduction of 10% of total income for the elderly or disabled head of household; (3) a deduction for recurring extraordinary medical expenses defined for this purpose to mean medical expenses in excess of 3% of total income, where not compensated for, or covered by insurance or other sources; (4) a deduction of reasonable amounts paid for the care of children or sick or incapacitate family members when determined to be necessary to employment of head of household or spouse, except that the amount shall not exceed the amount of income received by the person who would not otherwise be able to seek employment in the absence of such care. Rental Assistance payment amounts are equal to 42 times the difference between the base monthly rent and the lesser of: (i) The monthly rent and estimated average monthly cost of utilities for a comparable replacement dwelling; or (ii) The monthly rent and estimated average monthly cost of utilities for the decent, safe, and sanitary replacement dwelling actually occupied by the displaced person. The base monthly rent for the displacement dwelling is the lesser of: (i) The average monthly cost for rent and utilities at the displacement dwelling for a reasonable period prior to displacement, as determined by the Owner; or City Council 3 — 45 7/16/2024 (ii) Thirty percent (30%) of the displaced person's average, monthly, adjusted gross household income. If a tenant refuses to provide appropriate evidence of income or is a dependent, the base monthly rent shall be determined to be the average monthly cost for rent and utilities at the displacement dwelling; or (iii) The total of the amount designated for shelter and utilities if receiving a welfare assistance payment from a program that designated the amounts for shelter and utilities 3. Downpayment Assistance to Tenants Who Choose to Purchase The displaced households may opt to apply the entire benefit amount for which they are eligible toward the purchase of a replacement unit. Residential tenants, who are otherwise eligible to receive the Rental Assistance Payment described above, may choose to receive a lump sum payment equal to forty-two months of rental subsidy (including Last Resort Housing benefits) to purchase a new home. A displaced household, who chooses to utilize up to the full amount of their rental assistance eligibility (including any Last Resort benefits) to purchase a home, will have the funds deposited in an open escrow account, provided that the entire amount is used for the downpayment and eligible, incidental costs associated with the purchase of a decent, safe, and sanitary replacement home. A provision shall be made in the escrow arrangements for the prompt return of Owner funds, in the event escrow should fail to close within a reasonable period of time. Final determination about the type of relocation benefits and assistance for which the household is eligible will be determined upon verification of the household's occupants, length of occupancy and income. To be eligible to receive the rental assistance benefits, the displaced tenant household has to rent or purchase and occupy a decent, safe, and sanitary replacement dwelling within one year from the date they move from the Project site. D. GENERAL INFORMATION ON PAYMENT OF RELOCATION BENEFITS Claims and supporting documentation for relocation benefits must be filed with the Owner within 30 days from the date the qualified tenant moves to a new unit. Permanently displaced households must file claims for relocation benefits within 18 months of moving from the Project site. The procedure for the preparation and filing of claims and the processing and delivery of payments will be as follows: 1) Tenants(s) will provide all necessary documentation to substantiate eligibility for assistance; 2) Relocation staff will follow up with all temporarily displaced households within one week of return to the permanent unit to remind them of the opportunity to file a claim and will follow up with permanently displaced households within six months of the expiration of the claims period; City Council 3 — 46 7/16/2024 3) Assistance amounts will be determined in accordance with the provisions of the applicable relocation law and guidelines; 4) Required claim forms will be prepared by relocation personnel and reviewed with tenants. Signed claims and supporting documentation will be submitted by relocation personnel to the Owner; 5) The Owner will review all claims for payment and determine whether to approve, deny, or seek additional information; 6) Final payments to residential permanent displacees will be issued after confirmation that the Project premises have been completely vacated, and actual residency at the replacement unit is verified; 7) All correspondence, back-up documentation, claims, receipts of payment and notices will be maintained in the relocation case file. E. PROGRAM ASSURANCES AND STANDARDS Adequate funds are available to relocate the Project households. Relocation assistance services will be provided to ensure that displacement does not result in different or separate treatment of households based on race, nationality, color, religion, national origin, sex, marital status, familial status, disability or any other basis protected by the federal Fair Housing Amendments Act, the Americans with Disabilities Act, Title VI of the Civil Rights Act of 1964, the Unruh Act, Title VIII of the Civil Rights Act of 1968, as well as any other arbitrary or unlawful discrimination. F. CITY OF SANTA ANA RSO AND JCO To the extent that the new regulatory agreement restricting 100 percent of the units, other than the manager's unit, has not yet been recorded, Section 8-3120.b.2.D of the City of Santa Ana Rent Stabilization and Just Cause Eviction Ordinance shall apply. However, the Project is eligible for an exemption per Division 2.b.D, intent to demolish or substantially remodel the property. G. LAST RESORT HOUSING Based on housing cost and income data derived from the occupants and costs of replacement housing resources, it is anticipated that "comparable replacement housing" may not be available as required for the non -qualified households. Specifically, for renters, when the computed replacement housing assistance eligibility exceeds $5,250 or replacement dwelling monthly rental costs (including utilities and other reasonable recurring expenses) exceeds 30% of the person's average monthly income, Last Resort Housing must be provided. Therefore, if the Project is to go forward, the Owner will authorize funds to provide housing of last resort. In this situation, funds will be used to make payments in excess of the monetary limit specified in the statute ($5,250); hence, satisfying the requirement that "comparable replacement housing" is available. A displaced tenant household will be entitled to consideration for supplementary benefits in the form of Last Resort Housing assistance when the computed replacement housing assistance eligibility exceeds $5,250 or replacement dwelling monthly rental costs (including utilities and other reasonable recurring expenses) exceed 30% of the person's average monthly income (financial means) or when a tenant fails to meet the 90-day occupancy requirement and comparable City Council 3 — 47 7/16/2024 replacement rental housing is not available within the displaced person's financial means. Calculations of Last Resort rental assistance benefits for tenants who fail to meet the 90-day occupancy requirement will be based solely on household income. Non-90-day qualifiers must meet basic eligibility requirements applied to all other displacees. Recipients of Last Resort rental assistance, who intend to purchase rather than re -rent replacement housing, will have the right to request a lump sum payment of all benefits in the form of downpayment assistance. Tenant households receiving periodic payments will have the option to request a lump sum payment of remaining benefits to assist with the purchase of a decent, safe and sanitary dwelling. H. RELOCATION TAX CONSEQUENCES In general, relocation payments are not considered income for the purpose of Division 2 of the Internal Revenue Code of 1954, which has been redesignated as the Internal Revenue Code of 1986 (Title 26, U. S. Code), or for the purpose of determining the eligibility or the extent of eligibility of any person for assistance under the Social Security Act (42 U. S. Code 301 et seq.) or the Personal Income Tax Law, Part 10 (commencing with Section 17001) of the Revenue and Taxation Code, or the Bank and Corporation Tax Law, Part II (commencing with Section 23001) of Division 2 of the Revenue and Taxation Code. The above statement on tax consequences is not intended as tax advice by the Owner or OPC. Tenants are responsible for consulting with their own tax advisors concerning the tax consequences of relocation payments. I. GRIEVANCE PROCEDURES The Owner's Relocation Appeals process will be consistent with the provisions within the Guidelines. The right to appeal shall be described in all relocation explanatory material distributed to tenants via mail or in -person visits. Tenants will have the right to ask for administrative review when they believe themselves aggrieved by a determination as to eligibility, payment amounts, and the failure to provide comparable temporary housing or the Owner's property management practices Requests for administrative review and informal hearings will be directed to the Owner's Principal, Todd Cottle, who can be reached at todd@c-cdev.com or (714) 288-7600. All requests for review will receive written responses from the Owner within three weeks of their receipt. If an informal appeal is denied, appellants will be entitled to file a written request for a formal hearing before an impartial and independent hearing officer. The Owner will provide interpretation services for appeals hearings, if requested by the household. The appellant does not have to exhaust administrative remedies first; the appeal/grievance can either go directly to HCD or directly to the Court. Any person and/or organization directly affected by the relocation plan may petition the Department of Housing and Community Development (HCD), located at 2020 West El Camino Avenue, Sacramento, CA 95833 to review the relocation plan or HCD can be contacted at 916-263-2769. City Council 3 — 48 7/16/2024 More detail concerning the appeals process will be provided upon request. Appellants will retain their appeal rights for up to 18 months following the date of displacement from the Project premises or receipt of final payment for relocation benefits, whichever is later. City Council 3 — 49 7/16/2024 V. ADMINISTRATIVE PROVISIONS A. NOTICES Each notice, which the Owner is required to provide to a Project occupant, shall be personally delivered or sent by certified or registered first-class mail, return receipt requested and documented in the case file. Each notice will be written in plain, understandable language. Persons who are unable to read and understand any notice will be provided with appropriate translation and counseling. Each notice will indicate the name and telephone number of a person who may be contacted for answers to questions or other needed help. There are four principal notices: 1) Informational Statement 2) Notice of Non -Displacement (qualified tenants) 2). Notice of Eligibility (tenants to be permanently displaced) 3) Notice to Vacate A Notice of Non -Displacement (NOND) will be distributed to each qualified tenant household (Exhibit D). The NOND to the household contains a determination of eligibility to remain in a Project unit post -rehab. The notice also describes the benefits for which the household is eligible. The NOND will be issued to the qualified households once Project funding has been secured. A Notice of Relocation Eligibility (NOE) will be distributed to each household to be permanently displaced (Exhibit E). The NOE to the tenants contains a determination of eligibility for relocation assistance under specific relocation programs and a computation of maximum entitlements based on information provided by the affected household and the analysis of comparable replacement properties identified by relocation staff. The households will receive NOES as soon as the Project funding is approved, and all of the household information requested has been submitted by the households. No resident will be asked to temporarily or permanently move to another on -site Project unit without having received at least 30 days' advance written notice of the earliest date by which the move will be necessary. The Relocation Notice or Vacate Notice will state a specific date by which the occupants are required to move and will provide the address of the new Project unit for the household (Exhibit F). No household will be required to move permanently from the Project without having received at least 90 days' advance written notice of the earliest date by which the move will be necessary (Exhibit F). A date -specific vacate notice will not be issued to any tenants before comparable replacement dwellings have been made available to them and the Relocation Plan has been approved by the local governing body. In addition to the four principal notices, Owner staff will issue a timely written notification in the form of a Reminder Notice, which discusses the possible loss of rights and sets the expiration date for the loss of benefits to those persons who: 1) are eligible for monetary benefits, 2) have moved from the property, and 3) have not filed a claim for benefits. City Council 3 — 50 7/16/2024 B. PRIVACY OF RECORDS All information obtained from tenants is considered confidential and will not be shared without the consent of the tenant or the Owner. Owner staff will comply with regulations concerning the safeguarding of relocation files and their contents. C. EVICTION POLICY 1. Eviction may cause the forfeiture of a tenant's right to relocation assistance or benefits. Relocation records will be documented to reflect the specific circumstances surrounding any eviction action. 2. Eviction may be undertaken for one, or more of the following reasons: (a) Failure to pay rent, except in those cases where the failure to pay is due to the owner's failure to keep the premises in habitable condition; is the result of harassment or retaliatory action; or, is the result of discontinuation, or a substantial interruption of services; (b) Performance of a dangerous, and/or illegal act in the unit; (c) A material breach of the rental agreement, and failure upon notification to correct said breach within 30 days of Notice; (d) Maintenance of a nuisance, and failure to abate such nuisance upon notification within a reasonable time following Notice; (e) Failure to accept permanent accommodations and permanently vacate the unit when requested; or (f) A requirement under State, or local law or emergency circumstances that cannot be prevented by reasonable efforts on the part of the Owner. D. RESIDENT PARTICIPATION The Owner held a resident meeting with the Project households on March 13, 2024 to give residents information on the construction plans, timeline and relocation process. As the process for considering the Project moves forward, the Owner will observe the following protocol: I. Provide affected tenants with full and timely access to documents relevant to the relocation program; 2. Encourage meaningful participation in reviewing the relocation plan and monitoring the relocation assistance program; 3. Provide technical assistance necessary to interpret elements of the Relocation Plan and other pertinent materials (the Project households will be provided with access to a copy of the Relocation Plan for review and comment once the draft Plan has been completed); 4. Issue a general notice concerning the availability of the Plan for public review, as required, 30 days prior to its proposed approval (the Project households will be provided an Advisory Notice regarding the comment period with a copy of the Relocation Plan); and 5. Include written or oral comments concerning the Plan as an attachment (Exhibit G) when it is forwarded to the City of Santa Ana for approval. City Council 3 — 51 7/16/2024 E. PROJECTED DATE OF DISPLACEMENT Construction in the units is expected to begin in early 2025. The Owner anticipates issuing Notices to Temporarily Vacate to the tenants to temporarily relocate in early December 2024 with tenant temporary moves on -site to begin in March 2025. Construction is expected to be completed in March 2027. For the households who will be required to move permanently, date specific Notices to Vacate are anticipated to be issued in December 2024, at least 90 days in advance of the date they must vacate. F. ESTIMATED RELOCATION COSTS The total budget estimate for relocation -related payments to tenants and vendors for this Project is approximately $1,040,000. Once the specific households to be permanently displaced are identified, this estimate will be updated. The estimated costs will include rental assistance payment (permanent displacements only) and move assistance payments (all households). If the Project is implemented, and circumstances arise that should change either the number of residential occupants, or the nature of their activity, the Owner will authorize any additional funds that may need to be appropriated. The Owner pledges to appropriate, on a timely basis, the funds necessary to ensure the successful completion of the Project. -26 City Council 3 — 52 7/16/2024 EXHIBIT A HUD INCOME LIMITS - ORANGE COUNTY The following figures are approved by the U. S. Department of Housing and Urban Development (HUD) for use in the County of Orange to define and determine housing eligibility by income level. Area Median Income: S129,000 0 Family Size Extremely Low Very Low Low 1 Person 33,150 55,250 88,400 2 Person 37,900 63,100 101,000 3 Person 42,650 71,050 113,650 4 Person 47,350 78,900 126,250 5 Person 51,150 85,250 136,350 6 Person 54,950 91,550 146,450 7 Person 58,750 97,850 156,550 8 Person 62,550 104,150 166,650 Figures are per the Department of Housing and Urban Development (California), updated in April 2024. City Council 3 — 53 7/16/2024 EXHIBIT B AVAILABLE REPLACEMENT UNITS (Will be updated closer to August application date) City Council 3 — 54 7/16/2024 EXHIBIT C INFORMATIONAL STATEMENT City Council 3 — 55 7/16/2024 Relocation Assistance Informational Statement for Families and Individuals (CA State) Owner: C&C Development Co., LLC Project Name: Garden Court Owner Representative: Overland, Pacific & Cutler, LLC, a division of TranSystems 5000 Airport Plaza Drive, Suite 250 Long Beach, CA 90815 Phone: (800) 400-7356 Informational Statement Content: 1. General Information 2. Assistance In Locating A Replacement Dwelling 3. Moving Benefits 4. Replacement Housing Payment - Tenants And Certain Others 5. Section 8 Tenants 6. Replacement Housing Payment — Homeowners 7. Qualification For And Filing Of Relocation Claims 8. Last Resort Housing Assistance 9. Rental Agreement 10. Evictions 11. Appeal Procedures — Grievance 12. Tax Status of Relocation Benefits 13. Non -Discrimination and Fair Housing 14. Additional Information And Assistance Available Spanish speaking agents are available. Si necesita esta informaci6n en espanol, por favor (lame a su agente. City Council 3 — 56 7/16/2024 Informational Statement for Families and Individuals (CA State) 1. GENERAL INFORMATION The dwelling in which you now live is in a project area to be improved by, or financed through, the Owner using state and/or local funds. If and when the project proceeds, and it is necessary for you to move from your dwelling, you may be eligible for certain benefits. You will be notified in a timely manner as to the date by which you must move. Please read this information, as it will be helpful to you in determining your eligibility and the amount of the relocation benefits you may receive under state law. You will need to provide adequate and timely information to determine your relocation benefits. The information is voluntary, but if you don't provide it, you may not receive the benefits, or it may take longer to pay you. We suggest you save this informational statement for reference. The Owner has retained the professional firm of Overland, Pacific & Cutler, LLC (OPQ, a division of TranSystems to provide relocation assistance to you. The firm is available to explain the program and benefits. Their address and telephone number are listed on the cover. PLEASE DO NOT MOVE PREMATURELY. THIS IS NOT A NOTICE TO VACATE YOUR DWELLING. However, if you desire to move sooner than required, you must contact your agent at OPC, so you will not jeopardize any benefits. This is a general informational brochure only and is not intended to give a detailed description of either the law or regulations pertaining to the Owner's relocation assistance program. Please continue to pay your rent to the Owner, otherwise you may be evicted and jeopardize the relocation benefits to which you may be entitled to receive. Once the Owner acquires the property, you will also be required to pay rent to the Owner. 2. ASSISTANCE IN LOCATING A REPLACEMENT DWELLING The Owner, through its representatives, will assist you in locating a comparable replacement dwelling by providing referrals to appropriate and available housing units. You are encouraged to actively seek such housing yourself. When a suitable replacement dwelling unit has been found, your relocation agent will carry out an inspection and advise you as to whether the dwelling unit meets decent, safe and sanitary housing requirements. A decent, safe and sanitary housing unit provides adequate space for its occupants, proper weatherproofing and sound heating, electrical and plumbing systems. Your new dwelling must pass inspection before relocation assistance payments can be authorized. 3. MOVING BENEFITS If you must move as a result of displacement by the Owner, you will receive a payment to assist in moving your personal property. The actual, reasonable and necessary expenses for moving your household belongings may be determined based on the following methods: • A Fixed Moving Payment based on the number of rooms you occupy (see below); or • A payment for your Actual Reasonable Moving and Related Expenses based on at least two written estimates and receipted bills; or • A combination of both (in some cases). City Council 3 — 57 7/16/2024 For example, you may choose a Self -Move, receiving a payment based on the Fixed Residential Moving Cost Schedule shown below, plus contract with a professional mover to transport your grand piano and /or other items that require special handling. In this case, there may be an adjustment in the number of rooms which qualify under the Fixed Residential Moving Cost Schedule. A. Fixed Moving Payment (Self -Move) A Fixed Moving Payment is based upon the number of rooms you occupy and whether or not you own your own furniture. The payment is based upon a schedule approved by the Owner, and ranges, for example, from $510.00 for one furnished room to $2,690.00 for eight rooms in an unfurnished dwelling. (For details see the table). Your relocation agent will inform you of the amount you are eligible to receive, if you choose this type of payment. If you select a fixed payment, you will be responsible for arranging for your own move, and the Owner will assume no liability for any loss or damage of your personal property. A fixed payment also includes utility hook-ups and other related moving fees. Fixed Moving Schedule CALIFORNIA Effective 2021 Occupant Owns Furniture: 1 room $780 2 rooms $1,000 3 rooms $1,250 4 rooms $1,475 5 rooms $1,790 6 rooms $2,065 7 rooms $2,380 8 rooms $2,690 Each additional room $285 Occupant does NOT Own Furniture: 1 room $510 Each additional room $100 B. Actual Moving Expense (Professional Move) If you wish to engage the services of a licensed commercial mover and have the Owner pay the bill, you may claim the ACTUAL cost of moving your personal property up to 50 miles. Your relocation agent will inform you of the number of competitive moving bids (if any) which may be required, and assist you in developing a "mover" scope of services for Owner approval. 4. REPLACEMENT HOUSING PAYMENT - TENANTS AND CERTAIN OTHERS You may be eligible for a payment of up to $5,250.00 to assist you in renting or purchasing a comparable replacement dwelling. In order to qualify, you must either be a tenant who has occupied the present dwelling for at least 90 days prior to the initiation of negotiations or an owner who has occupied the present dwelling between 90 and 180 days prior to the initiation of negotiations. A. Rental Assistance. If you qualify, and wish to rent your replacement dwelling, your maximum rental assistance benefits will be based upon the difference over a forty-two (42) month period between the rent you must pay for a comparable replacement dwelling and the lesser of your current rent and estimated utilities or thirty percent (30%) of your gross monthly household income. You will be required to provide your relocation agent with monthly rent and household income verification prior to the determination of your eligibility for this payment. -OR- B. Down -payment Assistance. If you qualify and wish to purchase a home as a replacement dwelling, you can apply up to the total amount of your rental assistance payment towards the down -payment and non -recurring incidental expenses. Your relocation agent will clarify procedures necessary to apply for this payment. Where a tenant is sharing a dwelling with an owner -occupant and paying the owner -occupant rent for the privilege, the tenant shall not be entitled to more than one-half of the rental assistance otherwise payable. S. SECTION 8 TENANTS City Council 3 — 58 7/16/2024 When you do move, you may be eligible to transfer your Section 8 eligibility to a replacement site. In such cases, a comparable replacement dwelling will be determined based on your family composition at the time of displacement and the current housing program criteria. This may not be the size of the unit you currently occupy. Your relocation agent will provide counseling and other advisory services along with moving benefits. 6. REPLACEMENT HOUSING PAYMENT - HOMEOWNERS A. If you own and occupy a dwelling to be purchased by the Owner for at least 180 days prior to the initiation of negotiations, you may be eligible to receive a payment of up to $22,500.00 to assist you in purchasing a comparable replacement unit. This payment is intended to cover the following items: 1. Purchase Price Differential - An amount which, when added to the amount for which the Owner purchased your property, equals the lesser of the actual cost of your replacement dwelling; or the amount determined by the Owner as necessary to purchase a comparable replacement dwelling. Your relocation agent will explain both methods to you. 2. Mortgage Interest Differential - The amount which covers the increased interest costs, if any, required to finance a replacement dwelling. Your relocation agent will explain limiting conditions. 3. Incidental Expenses - Those one time incidental costs related to purchasing a replacement unit, such as escrow fees, recording fees, and credit report fees. Recurring expenses such as prepaid taxes and insurance premiums are not compensable. B. Rental Assistance Option - If you are an owner -occupant and choose to rent rather than purchase a replacement dwelling, you may be eligible for a rental assistance payment of up to the amount that you could have received under the Purchase Price Differential, explained above. The payment will be based on the difference between an economic rent of the dwelling you occupy and the rent you must pay for a comparable replacement dwelling. If you receive a rental assistance payment, as described above, and later decide to purchase a replacement dwelling, you may apply for a payment equal to the amount you would have received if you had initially purchased a comparable replacement dwelling, less the amount you have already received as a rental assistance payment. 7. QUALIFICATION FOR, AND FILING OF, RELOCATION CLAIMS To qualify for a Replacement Housing Payment, you must rent or purchase and occupy a comparable replacement unit within one year from the following: • For a tenant, the date you move from the displacement dwelling. • For an owner -occupant, the latter of: a. The date you receive final payment for the displacement dwelling, or, in the case of condemnation, the date the full amount of estimated just compensation is deposited in court,: or b. The date you move from the displacement dwelling. City Council 3 — 59 7/16/2024 All claims for relocation benefits must be filed with the Owner within eighteen (18) months from the date on which you receive final payment for your property, or the date on which you move, whichever is later. 8. LAST RESORT HOUSING ASSISTANCE If comparable replacement dwellings are not available when you are required to move, or if replacement housing is not available within the monetary limits described above, the Owner will provide Last Resort Housing assistance to enable you to rent or purchase a replacement dwelling on a timely basis. Last Resort Housing assistance is based on the individual circumstances of the displaced person. Your relocation agent will explain the process for determining whether or not you qualify for Last Resort assistance. If you are a tenant, and you choose to purchase rather than rent a comparable replacement dwelling, the entire amount of your rental assistance and Last Resort eligibility must be applied toward the down -payment and eligible incidental expenses of the home you intend to purchase. 9. RENTAL AGREEMENT As a result of the Owner's action to purchase the property where you live, you may become a tenant of the Owner. If this occurs, you will be asked to sign a rental agreement which will specify the monthly rent to be paid, when rent payments are due, where they are to be paid and other pertinent information. 10. EVICTIONS Any person, who occupies the real property and is not in unlawful occupancy, is presumed to be entitled to relocation benefits. Except for the causes of eviction set forth below, no person lawfully occupying property to be purchased by the Agency will be required to move without having been provided with at least 90 days written notice from the Agency. Eviction will be undertaken only in the event of one or more of the following reasons: • Failure to pay rent; except in those cases where the failure to pay is due to the lessor's failure to keep the premises in habitable condition, is the result of harassment or retaliatory action or is the result of discontinuation or substantial interruption of services; • Performance of dangerous illegal act in the unit; • Material breach of the rental agreement and failure to correct breach within the legally prescribed notice period; • Maintenance of a nuisance and failure to abate within a reasonable time following notice; • Refusal to accept one of a reasonable number of offers of replacement dwellings; or • The eviction is required by State or local law and cannot be prevented by reasonable efforts on the part of the public entity. 11. APPEAL PROCEDURES - GRIEVANCE Any person aggrieved by a determination as to eligibility for, or the amount of, a payment authorized by the Owner's Relocation Assistance Program may have the appeal application reviewed by the Owner in accordance with its appeals procedure. Complete details on appeal procedures are available upon request from the Owner. 12. TAX STATUS OF RELOCATION BENEFITS City Council 3 — 60 7/16/2024 California Government Code Section 7269 indicates no relocation payment received shall be considered as income for the purposes of the Personal Income Tax Law, Part 10 (commencing with Section 170 01) of Division 2 of the Revenue and Taxation Code, or the Bank and Corporation Tax law, Part 11 (commencing with Section 23001) of Division 2 of the Revenue and Taxation Code. Furthermore, federal regulations (49 CFR Part 24, Section 24.209) also indicate that no payment received under this part (Part 24) shall be considered as income for the purpose of the Internal Revenue Code of 1954, which has been redesignated as the Internal Revenue Code of 1986. No federal dollars are anticipated for this project. Therefore, federal regulations may not apply and the IRS may consider relocation payments as income. The preceding statement is not tendered as legal advice in regard to tax consequences, and displacees should consult with their own tax advisor or legal counsel to determine the current status of such payments. (IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, for the purpose of avoiding tax -related penalties under the Internal Revenue Code or (ii) promoting marketing or recommending to another party any matters addressed herein) 13. NON-DISCRIMINATION AND FAIR HOUSING No person shall on the grounds of race, color, national origin or sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under the Owner's relocation assistance program pursuant to Title VI of the Civil Rights Act of 1964, Title VIII of the Civil Rights Act of 1968, and other applicable state and federal anti -discrimination and fair housing laws. You may file a complaint if you believe you have been subjected to discrimination. For details contact the Owner. 14. ADDITIONAL INFORMATION AND ASSISTANCE AVAILABLE Those responsible for providing you with relocation assistance hope to assist you in every way possible to minimize the hardships involved in relocating to a new home. Your cooperation will be helpful and greatly appreciated. If you have any questions at any time during the process, please do not hesitate to contact your relocation agent at OPC. City Council 3 — 61 7/16/2024 EXHIBIT D NOTICE OF NONDISPLACEMENT (Qualified households) City Council 3 — 62 7/16/2024 Notice of Non -Displacement <<DATE>> «HEAD -OF -HOUSEHOLD» and All Other Occupants 300 S. Santa Ana Boulevard, Unit Santa Ana, CA 92701 Dear Occupants: C&C Development Co., LLC (Owner) is interested in rehabilitating the property you currently occupy at 300 S. Santa Ana Boulevard, Santa Ana, CA 92701 as part of the proposed Garden Court Project ("Project"). This notice is to inform you of your rights under State law. If the Owner moves forward with the Project, and you are required to move to a different Project unit, you will be eligible for relocation assistance under California Relocation Assistance Law, Government Code Section 7260, et seq. (Law), and the Relocation Assistance and Real Property Acquisition Guidelines adopted by the Department of Housing and Community Development as in Title 25, California Code of Regulations Section 6000, et seq. (Guidelines). However, you do not have to move now. This is not a notice to vacate the premises or a notice of relocation eligibility. This is a notice of non -displacement. You will not be required to move permanently as a result of the rehabilitation. This notice guarantees you the following: The Owner will pay for all eligible costs related to moving expenses, including the cost of moving to a newly renovated unit on -site and utility transfer fees. 2. The unit will be decent, safe and sanitary, and all other conditions of the move will be reasonable. Upon completion of the rehabilitation, you will be able to lease and occupy a Project unit complex under reasonable terms and conditions. 4. You will have no less than 30 days' notice to vacate your unit. Since you will have the opportunity to occupy a newly rehabilitated apartment, and you are not being required to permanently vacate, we urge you not to move and to remain a tenant in good standing. You must continue to comply with the terms and conditions of your current lease. You should continue to pay your monthly rent to your landlord, because failure to pay rent and meet your obligations as a tenant may be cause for eviction and loss of relocation assistance. You are urged not to move or sign any agreement to purchase or lease a unit before receiving formal notice of eligibility for relocation assistance. If you move or are evicted before receiving such notice, you will not be eligible to receive relocation assistance. Please contact us before you make any moving plans. City Council 3 — 63 7/16/2024 <<CONSULTANT NAME>> has been hired by the Owner to assist Project residents throughout the relocation process. Any person aggrieved by a determination as to eligibility for, or the amount of, a payment authorized by the Owner's Relocation Assistance Program may have the appeal application reviewed by the Owner in accordance with its appeals procedure. Complete details on appeal procedures are available upon request from the Owner. Again, this is not a notice to vacate and does not establish eligibility for relocation payments or other relocation assistance. If the Owner decides not to move forward with the Project, you will be notified in writing. If you have any questions about this or any other relocation issues, please contact <<NAME>> at <<NUMBER>>. Sincerely, <<NAME>> <<TITLE>> <<COMPANY NAME>> <<ADDRESS>> <<ADDRESS>> Received by X Recipient's Signature Date Delivered on/by: / Posted on/by: / Mailed/receipt received on: / City Council 3 — 64 7/16/2024 EXHIBIT E NOTICE OF ELIGIBILITY City Council 3 — 65 7/16/2024 Notice of Eligibility << DATE>> << NAM E>> 300S. Santa Ana Boulevard, Unit Santa Ana, CA 92701 Dear <<NAME>>: C&C Development Co., LLC (the Owner) is proceeding with the project known as the Garden Court Project located at 300 S. Santa Ana Boulevard, Santa Ana, CA 92701. You will not be required to move without at least 90 days' advance written notice of the day by which you must vacate. However, you can contact us at any time for assistance with your move and to receive the benefits for which you are eligible. This is a notice of eliaibility for relocation assistance. You are eligible for relocation assistance and benefits under the Owner's Relocation Assistance Program. When you do move, you will be eligible for assistance per the requirements of California Relocation Assistance Law and the California Code of Regulations Title 25, Division 1, Chapter 6 (Title 25). Additional information about your benefits was previously provided to you in the Informational Statement. You are eligible to receive the following benefits: 1. RELOCATION ADVISORY ASSISTANCE provided by Overland, Pacific & Cutler, LLC (TranSystems), a professional firm hired by the Owner to provide relocation assistance to you, such as referrals to replacement housing and help with filing for benefits. 2. MOVING EXPENSES: You will receive a payment to assist in moving your personal property. You may select one of the following payments: A. A Fixed Moving Payment based on the number of rooms you occupy (from Informational Statement). Your entitlement under this option for _ rooms is $ ; or B. A payment for your Actual Reasonable Moving and Related Expenses based on at least two written estimates and receipted bills; or C. A combination of both (in some cases). 3. REPLACEMENT HOUSING ASSISTANCE: You are eligible for a replacement housing payment to rent or purchase a replacement home. The payment will be based on several factors, including the cost of a "comparable replacement dwelling" and your average household income. If you rent replacement housing, you may file a claim for a RENTAL ASSISTANCE payment, equal to the difference between the monthly rent and utilities necessary to rent a comparable replacement dwelling (as determined by the Owner) and the base monthly rent, multiplied by 42 months. City Council 3 — 66 7/16/2024 A study was completed to determine the cost of comparable replacement housing in proximity to where you live. The study indicated that the comparable available housing has a monthly rent and estimated utilities of $ (rent of $ and utilities of $ ). Base monthly rent is defined as the lesser of: (1) $ , which represents the average monthly rent ($ ) and average monthly utilities ($ ) at your displacement dwelling (if you are paying no rent, the amount is based on the economic rental value of your dwelling); or (2) $ , which represents thirty (30) percent of your gross monthly adjusted household income (If "N/A", income was not used in the calculation because it has been determined the income information provided was insufficient evidence of income.) Based on the above, your base monthly rent amount is $ and your maximum rental assistance payment is calculated below: Maximum Rental Assistance Payment Calculation 1 Comparable Dwelling Cost $ 2 Base Monthly Rent $ 3 Monthly Difference (Line 1 minus Line 2) $ 4 Maximum payment (difference times 42 months) $ Your actual payment depends on the cost of the replacement dwelling you decide to rent. If you rent and occupy a replacement dwelling that rents for less than the comparable dwelling, your rental assistance payment will be based on the actual cost of your replacement dwelling. If you rent and occupy a replacement dwelling that rents for more than the comparable dwelling, your rental assistance payment will be limited by the cost of the comparable dwelling. If you BUY replacement housina (Downaayment Assistance) You may use the amount of your rental assistance payment for down payment assistance. Should you choose to buy (rather than rent) a decent, safe and sanitary replacement home, you may use the full amount of your rental assistance payment ($ ), as calculated above for a down payment and incidental expenses (typically known as "closing costs') associated with the purchase of a replacement dwelling. You are not limited in the type of home you choose. If you have received any amount as rental supplements, then those amounts will be deducted from all eligible down payment calculations. Let us know if you would prefer to buy a replacement home, and we will help you find such housing. To be eligible for a replacement housing payment described above, you must rent or purchase and occupy a decent, safe and sanitary replacement dwelling within 12 months, as well as file claims for replacement housing or moving payments within 18 months from the date you move from your displacement dwelling. Failure to occupy the replacement dwelling or to submit claims within the above time limits could result in loss of moving and/or replacement housing benefits. You do not have to accept any dwelling referred to you by the Owner. You may choose your own replacement, but to qualify for relocation assistance payments it must first be inspected to assure that it meets the "decent, safe and sanitary" standards. City Council 3 — 67 7/16/2024 For this reason, DO NOT MOVE from your home and DO NOT CONTRACT to rent or purchase a replacement dwelling without first contacting your relocation agent. The "decent, safe and sanitary" inspection is not a substitute for a professional housing inspection. The Relocation Assistance Program is very complex. It is important that you carefully read and understand the matters explained in this notice and in the Informational Statement which was provided to you. Any person aggrieved by a determination as to eligibility for, or the amount of, a payment authorized by the Owner's Relocation Assistance Program may have the appeal application reviewed by the Owner in accordance with its appeals procedure. Complete details on appeal procedures are available upon request from your relocation agent. If at any time you have questions or need assistance, please contact your relocation agent: <<AGENT NAME>> 5000 Airport Plaza Drive, Suite 250 Long Beach, CA 90815 (800)400-7356 Sincerely, Attachment (referrals) ACKNOWLEDGMENT BY OCCUPANTS I was personally contacted by the Relocation Agent for the Owner. I have been given a copy of this notice and I have had the available services and entitlements explained to me. I have been advised that the Relocation Agent will be available to assist me if any questions arise or assistance is needed. Name: Signature: Date: City Council 3 — 68 7/16/2024 EXHIBIT F NOTICES TO VACATE City Council 3 — 69 7/16/2024 NOTICE TO RELOCATE <<DATE>> <<HEAD OF HOUSEHOLD NAME>> and all other occupants 300 S. Santa Ana Boulevard, Unit Santa Ana, CA 92701 Re: Notice to Relocate Dear <<NAME>>: C&C Development, Co., LLC ("Owner") notified you previously of proposed plans to rehabilitate the property you currently occupy at 300 S. Santa Ana Boulevard, Santa Ana, CA 92701. It has now been determined by the Owner that it is necessary for you to vacate your current unit no later than midnight on <<DATE>>. You will be moving to Unit We will be contacting you shortly to coordinate and explain the details of your move and the benefits for which you may be eligible. You will receive moving assistance and advisory services, which will be explained to you when you meet with our relocation specialist. In order not to delay the rehabilitation process, it is very important that we work together to help you move, because you must move out of your current unit by midnight on <<DATE>>. If you have any questions regarding this or any other relocation issues, please contact your relocation agent, <<NAME>> at <<NUMBER>>. Sincerely, <<NAME>> <<TITLE>> <<ORG>> City Council 3 — 70 7/16/2024 90-Day Notice to Vacate << DATE>> <<HEAD OF HOUSEHOLD NAME>> and all other occupants 300 S. Santa Ana Boulevard, Unit Santa Ana, CA 92701 Dear <<NAMES>>: C&C Development Co., LLC ("Owner') notified you previously of proposed plans to rehabilitate the property you currently occupy at 300 S. Santa Ana Boulevard, Santa Ana, CA 92701 (called here the "Premises"). The Owner has now determined that it will be necessary for you to vacate the Premises. Notice is hereby given that the Owner elects to terminate your tenancy beginning <<DATE>> and ending <<DATE>>, and you are hereby to quit and deliver up possession of the property you occupy on or before <<DATE>>. If you do not vacate the Premises by that date, the Owner will initiate legal proceedings to recover possession of the Premises, along with any rents and damages. During this period, OPC/TranSystems will be available to provide assistance with referrals to replacement sites, coordination with movers and other vendors, the processing of relocation benefit claim forms, and other tasks to help facilitate your relocation. Please contact your relocation agent listed below if you have any questions regarding this notice or the relocation process. Upon vacating your unit, you are responsible for removing all of your personal property, delivering the Premises in satisfactory condition and turning in the keys to your relocation agent. Sincerely, Delivered on/by: _ / Received by X__ Posted on/by: Recipients Signature Date Mailed/receipt received on: City Council 3 — 71 7/16/2024 EXHIBIT G PUBLIC COMMENTS & RESPONSES City Council 3 — 72 7/16/2024